AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • July 29th, 2004 • Monitronics International Inc • Services-miscellaneous business services • New York
AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of July 14, 2004 (this “Agreement”), among (i) Austin Ventures III-A, L.P., a Delaware limited partnership, Austin Ventures III-B, L.P., a Delaware limited partnership, Austin Ventures V, L.P., a Delaware limited partnership, Austin Ventures V Affiliates Fund, L.P., a Delaware limited partnership (collectively, and jointly, severally and jointly and severally, “Austin Ventures”), (ii) Capital Resource Lenders II, L.P., a Delaware limited partnership (“Capital Resources”), (iii) ABRY Partners IV, L.P., a Delaware limited partnership, ABRY Investment Partnership, L.P., a Delaware limited partnership (collectively, and jointly, severally and jointly and severally, “ABRY”), (iv) New York Life Capital Partners II, L.P., a Delaware limited partnership (“NYLCAP”), (v) PPM America Private Equity Fund LP, a Delaware limited partnership (“PPM”), (vi) Hull Family Limited Partnership, a Texas limited partnership (“Hull Partnership”), (vii) James Hull
FIFTH AMENDED AND RESTATED REGISTRATION AGREEMENTRegistration Agreement • July 29th, 2004 • Monitronics International Inc • Services-miscellaneous business services • Texas
This Fifth Amended and Restated Registration Agreement (the “Agreement”) is entered into as of July 14, 2004, by and among Monitronics International, Inc., a Texas corporation (the “Company”), and the holders of common stock and convertible securities of the Company listed on the Schedule of Common Holders attached hereto (the “Common Holders”).
SECOND AMENDMENT TO SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENTSubordinated Note and Warrant Purchase Agreement • July 29th, 2004 • Monitronics International Inc • Services-miscellaneous business services • New York
This Second Amendment to Subordinated Note and Warrant Purchase Agreement (this “Amendment”), dated as of July 14, 2004 (the “Effective Date”), amends that certain Subordinated Note and Warrant Purchase Agreement dated as of January 18, 2002, as amended by the First Amendment to Subordinated Note and Warrant Purchase Agreement dated August 25, 2003 (as so amended, the “Original Agreement”) between Monitronics International, Inc. (the “Company”) and The Northwestern Mutual Life Insurance Company (the “Purchaser”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 29th, 2004 • Monitronics International Inc • Services-miscellaneous business services • Texas
to which we express no opinion in this paragraph) or (iii) any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on the Company of which we are aware after due inquiry.
AMENDED AND RESTATED AFFILIATE SUBORDINATION AGREEMENTAffiliate Subordination Agreement • July 29th, 2004 • Monitronics International Inc • Services-miscellaneous business services • New York
AMENDED AND RESTATED AFFILIATE SUBORDINATION AGREEMENT, dated as of July 14, 2004 (this “Agreement”), among (i) Austin Ventures III-A, L.P., a Delaware limited partnership, Austin Ventures III-B, L.P., a Delaware limited partnership, Austin Ventures V, L.P., a Delaware limited partnership, Austin Ventures V Affiliates Fund, L.P., a Delaware limited partnership (collectively, and jointly, severally and jointly and severally, “Austin Ventures”), (ii) Capital Resource Lenders II, L.P., a Delaware limited partnership (“Capital Resources”), (iii) ABRY Partners IV, L.P., a Delaware limited partnership, ABRY Investment Partnership, L.P., a Delaware limited partnership (collectively, and jointly, severally and jointly and severally, “ABRY”), (iv) New York Life Capital Partners II, L.P., a Delaware limited partnership (“NYLCAP”), (v) PPM America Private Equity Fund LP, a Delaware limited partnership (“PPM”), (vi) The Northwestern Mutual Life Insurance Company (“NML”), (vii) Hull Family Limited
RECAPITALIZATION AGREEMENTRecapitalization Agreement • July 29th, 2004 • Monitronics International Inc • Services-miscellaneous business services • Texas
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 29th, 2004 • Monitronics International Inc • Services-miscellaneous business services • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 14, 2004, amends certain provisions of the Credit Agreement dated as of August 25, 2003 (the “Existing Credit Agreement”) by and among Monitronics International, Inc., a Texas corporation (the “Borrower”), the Lenders from time to time party thereto, Fleet National Bank, as Administrative Agent for the Credit Parties, and Bank of America, N.A., as Syndication Agent for the Credit Parties.
FIFTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Dated as of July 14, 2004 Among Monitronics International, Inc. and The Shareholders of Monitronics International, Inc. Referred to HereinShareholders Agreement • July 29th, 2004 • Monitronics International Inc • Services-miscellaneous business services • Texas
This Fifth Amended and Restated Shareholders Agreement (the “Agreement”) is entered into as of July 14, 2004 by and among Monitronics International, Inc., a Texas corporation (the “Company”), the holders of Common Stock of the Company listed on the Schedule of Common Shareholders attached hereto (the “Common Shareholders”), the holders of warrants listed on the Schedule of Warrant Holders attached hereto (the “Warrant Holders”), and the holders of the Series A Preferred Stock of the Company listed on the Schedule of Preferred Shareholders attached hereto (the “Preferred Shareholders” and, together with the Common Shareholders, the Warrant Holders and such other parties as may from time to time become parties hereto the “Shareholders”).
