LBI MEDIA HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2003 • Lbi Media Holdings Inc • New York
LBI Media Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse First Boston LLC, UBS Securities LLC and Fleet Securities, Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated October 3, 2003 (the “Purchase Agreement”), $68,428,000 aggregate principal amount at maturity of its 11% Senior Discount Notes due 2013 (the “Initial Securities”). The Initial Securities will be issued pursuant to an Indenture, dated as of October 10, 2003 (the “Indenture”), between the Company and U.S. Bank, N.A., a national banking association, as trustee (the “Trustee”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers, for the benefit of the Initial Purchasers and the holders of the Securities (as defined below) (collectively the “Holders”), as follows:
LBI HOLDINGS I, INC. SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT, WARRANT AGREEMENT AND SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • October 30th, 2003 • Lbi Media Holdings Inc • Massachusetts
THIS SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT, WARRANT AGREEMENT AND SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Amendment”) is dated as of October 10, 2003 and entered into by and among LBI Holdings I, Inc., a California corporation (the “Company”), the several purchasers (individually, a “Purchaser,” and collectively, the “Purchasers”) listed on the signature pages hereof, and for purposes of Sections 2, 5, 6A and 7 only, Fleet National Bank, individually and as administrative agent for the lenders under the Senior Loan Agreement dated as of July 9, 2002, as amended from time to time (“Fleet”).
ASSET PURCHASE AGREEMENT Among WORD OF GOD FELLOWSHIP, INC. LBI MEDIA, INC. LIBERMAN TELEVISION OF DALLAS, INC. AND LIBERMAN TELEVISION OF DALLAS LICENSE CORP. RELATING TO THE ACQUISITION OF KMPX Dated July 14, 2003Asset Purchase Agreement • October 30th, 2003 • Lbi Media Holdings Inc • New York
THIS ASSET PURCHASE AGREEMENT is made and entered into this 14th day of July, 2003, by and among Word of God Fellowship, Inc., a Georgia non-profit corporation (“Fellowship” or “Seller”), on the one hand, and LBI Media, Inc., a California corporation (“LBI Media”), Liberman Television of Dallas, Inc., a California corporation (“LBI”), and Liberman Television of Dallas License Corp., a California corporation (“LBI Sub”), on the other. LBI and LBI Sub are referred to collectively as “Buyer.”
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 30th, 2003 • Lbi Media Holdings Inc • Massachusetts
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 10, 2003 (this “Amendment”), among LBI MEDIA, INC. (the “Borrower”), THE GUARANTORS PARTY HERETO (the “Guarantors”), THE LENDERS PARTY HERETO (the “Lenders”), FLEET NATIONAL BANK, as Administrative Agent (the “Administrative Agent”), FLEET SECURITIES, INC., as Sole Lead Arranger (the “Sole Lead Arranger”), GENERAL ELECTRIC CAPITAL CORPORATION and U.S. BANK, N.A., as Co-Syndication Agents (the “Syndication Agents”) and CIT LENDING SERVICES CORPORATION and SUNTRUST BANK, as Co-Documentation Agents (the “Documentation Agents” and together with the Administrative Agent, Sole Lead Arranger and the Syndication Agents, the “Agents”).
