LIMITED LIABILITY COMPANY AGREEMENT OF LIBERMAN TELEVISION OF DALLAS LICENSE LLCLimited Liability Company Agreement • March 30th, 2007 • Lbi Media Inc • Radio broadcasting stations • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made and entered into as of this 26th day of March 2007, by Liberman Television of Dallas License Corp., a California corporation, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”).
OPERATING AGREEMENT OF LIBERMAN BROADCASTING OF CALIFORNIA LLCOperating Agreement • March 30th, 2007 • Lbi Media Inc • Radio broadcasting stations • California
THIS OPERATING AGREEMENT (this “Agreement”) is made and entered into as of this 26th day of March 2007, by LBI Media, Inc., a California corporation, as the “Member”.
SUPPLEMENTAL INDENTURESupplemental Indenture • March 30th, 2007 • Lbi Media Inc • Radio broadcasting stations • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 25, 2003 among Liberman Television of Dallas, Inc. and Liberman Television of Dallas License Corp. (each a “Guaranteeing Subsidiary” and together, the “Guaranteeing Subsidiaries”), both California corporations and subsidiaries of LBI Media, Inc. (or its permitted successor), a California corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
FIRST AMENDMENT AND CONSENT TO AMENDED AND RESTATED TERM LOAN AGREEMENTTerm Loan Agreement • May 15th, 2007 • Lbi Media Inc • Radio broadcasting stations • New York
FIRST AMENDMENT AND CONSENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT dated as of March 16, 2007 (this “Amendment”), among LBI MEDIA, INC. (the “Borrower”), THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”), and as Collateral Agent (in such capacity, the “Collateral Agent”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • May 15th, 2007 • Lbi Media Inc • Radio broadcasting stations • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 23, 2007 among Liberman Broadcasting of Dallas LLC, Liberman Broadcasting of Dallas License LLC, Liberman Television of Houston LLC, KZJL License LLC, Liberman Broadcasting of Houston LLC, Liberman Broadcasting of Houston License LLC, Liberman Television of Dallas LLC and Liberman Television of Dallas License LLC (each a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), each a Delaware limited liability company and a subsidiary of LBI Media, Inc. (or its permitted successor), a California corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
SEVERANCE AND MUTUAL GENERAL RELEASE AGREEMENTSeverance Agreement • March 30th, 2007 • Lbi Media Inc • Radio broadcasting stations • California
THIS SEVERANCE AND MUTUAL GENERAL RELEASE AGREEMENT (this “Agreement”), by and between William Speed Keenan (the “Employee”) and LBI Media, Inc, a California Corporation (“LBI Media”), includes a general release of claims executed by the Employee as a condition for receiving severance pay as set forth herein.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 31st, 2005 • Lbi Media Inc • Radio broadcasting stations • New York
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 15, 2004 (this “Amendment”), among LBI MEDIA, INC., THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO and CREDIT SUISSE FIRST BOSTON, as Administrative Agent and Lead Arranger.
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 14th, 2006 • Lbi Media Inc • Radio broadcasting stations • California
THIS AMENDMENT (the “Amendment”) dated as of November 2, 2006 (the “Amendment Date”) amends that ASSET PURCHASE AGREEMENT (the “Agreement”) made and entered into August 2, 2006, by and among Entravision Communications Corporation, a Delaware corporation (“ECC”), Entravision-Texas Limited Partnership, a Texas limited partnership (“ECC LP”) and Entravision Holdings, LLC, a California limited liability company (“Holdings”), on the one hand, and Liberman Broadcasting of Dallas, Inc., a California corporation (“LBI”), and Liberman Broadcasting of Dallas License Corp., a California corporation (“LBI Sub”), on the other. ECC, ECC LP and Holdings are referred to collectively as “Seller” and LBI and LBI Sub are referred to collectively as “Buyer.” Other capitalized terms used, but not defined, herein shall have the meaning given such terms in the Agreement.
LBI HOLDINGS I, INC. THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND SUBORDINATION AND INTERCREDITOR AGREEMENTSecurities Purchase Agreement and Subordination and Intercreditor Agreement • March 30th, 2007 • Lbi Media Inc • Radio broadcasting stations • Massachusetts
THIS THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT, AND SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Amendment”) is dated as of May 8, 2006 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, 3, 4A and 5 only, Credit Suisse, Cayman Islands Branch, individually and as administrative agent for the lenders (the “Revolving Credit Agent”) under the Amended and Restated Credit Agreement dated as of May 8, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”), and Credit Suisse, Cayman Islands Branch, individually and as administrative agent for the lenders (the “Term Loan Agent”) under the Amended and Restated Term Loan Agreement dated as of May 8, 2006 (as amended, restated, supplemented or otherwise modified from time to tim
AMENDED AND RESTATED TERM LOAN AGREEMENT dated as of May 8, 2006 among LBI MEDIA, INC., THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, CREDIT SUISSE SECURITIES (USA) LLC and WACHOVIA CAPITAL MARKETS, LLC, as Joint Lead Arrangers. WACHOVIA...Term Loan Agreement • May 15th, 2006 • Lbi Media Inc • Radio broadcasting stations • New York
AMENDED AND RESTATED TERM LOAN AGREEMENT dated as of May 8, 2006 (this “Agreement”), among LBI MEDIA, INC., THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, CREDIT SUISSE SECURITIES (USA) LLC and WACHOVIA CAPITAL MARKETS, LLC, as Joint Lead Arrangers, WACHOVIA BANK, N.A. and HARRIS NESBITT, as Co-Syndication Agents, UNION BANK OF CALIFORNIA, N.A. as Documentation Agent, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent, and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Collateral Agent.
LIBERMAN BROADCASTING, INC. INVESTOR RIGHTS AGREEMENT Dated as of March 30, 2007Investor Rights Agreement • May 15th, 2007 • Lbi Media Inc • Radio broadcasting stations • New York
This Investor Rights Agreement (this “Agreement”) is entered into as of March 30, 2007, by and among (i) Liberman Broadcasting, Inc., a Delaware corporation, (ii) OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership, OCM Principal Opportunities Fund IIIA, L.P., a Delaware limited partnership, OCM Opps Broadcasting, LLC, a Delaware limited liability company (“Opps Broadcasting”), and OCM Principal Opportunities Fund IV AIF (Delaware), L.P., a Delaware limited partnership (each an “Oaktree Fund” and collectively, “Oaktree”), (iii) Tinicum Capital Partners II, L.P., a Delaware limited partnership, and Tinicum Capital Partners II Parallel Fund, L.P., a Delaware limited partnership (together, “Tinicum” and collectively with Oaktree, the “Investors”), (iv) each Person listed on the signature pages hereto under the heading of “Existing Stockholders” (each an “Existing Stockholder,” and collectively, the “Existing Stockholders”), (v) each other Person listed from time to
FIRST AMENDMENT AND CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 15th, 2007 • Lbi Media Inc • Radio broadcasting stations • New York
FIRST AMENDMENT AND CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 16, 2007 (this “Amendment”), among LBI MEDIA, INC. (the “Borrower”), THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”), and as Collateral Agent (in such capacity, the “Collateral Agent”).
AMENDMENT AND CONFIRMATION OF SUBORDINATION AGREEMENTSSubordination Agreement • March 30th, 2007 • Lbi Media Inc • Radio broadcasting stations
THIS AMENDMENT AND CONFIRMATION OF SUBORDINATION AGREEMENTS dated as of July 9, 2002 (this “Confirmation”), is made by ALTA COMMUNICATIONS VIII, L.P., a Delaware limited partnership, ALTA-COMM VIII S BY S, LLC, a Delaware limited liability company, ALTA COMMUNICATIONS VIII-B, L.P., a Delaware limited partnership, ALTA VIII ASSOCIATES, LLC, a Delaware limited liability company, CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM, a component unit of the State of California organized under the California Education Code, BANCBOSTON INVESTMENTS, INC., a Massachusetts corporation, and UNIONBANCAL EQUITIES, INC., a California corporation (collectively, the “Investor Subordinated Creditors”) and LBI HOLDINGS I, INC. (“Holdings I” and together with the Investor Subordinated Creditors, the “Subordinated Creditors”), with and in favor of FLEET NATIONAL BANK, as Administrative Agent (the “Administrative Agent”) for itself and for the lenders (the “Lenders”) from time to time party to that certain Amende
EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2007 • Lbi Media Inc • Radio broadcasting stations • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 18th day of December, 2002, by and between LBI Holdings I, Inc., a California corporation (the “Company”), and Winter Horton (the “Employee”).
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 23rd, 2007 • Lbi Media Inc • Radio broadcasting stations • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 23, 2007 (this “Amendment”), among LBI MEDIA, INC. (the “Borrower”), THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”).
TERMINATION AND PAYOFF AGREEMENTTermination and Payoff Agreement • March 30th, 2007 • Lbi Media Inc • Radio broadcasting stations • Delaware
This Termination and Payoff Agreement (the “Agreement”), dated as of March 26, 2007, is made by and among Liberman Broadcasting, Inc., a Delaware corporation (the “Company”), LBI Holdings I, Inc., a California corporation (“Holdings I”) and the several purchasers named on the signature pages hereto (the “Purchasers”), and solely with respect to the Voting Agreement (as defined below), Lenard Liberman, and Jose Liberman, individually and as Trustee of the Liberman Trust dated 11/07/02.
