ASCENT CAPITAL GROUP, INC. (a Delaware corporation)Underwriting Agreement • July 17th, 2013 • Ascent Capital Group, Inc. • Services-miscellaneous business services • New York
Ascent Capital Group, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC are acting as representative(s) (in such capacity, the “Representative(s)”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $90,000,000 aggregate principal amount of the Company’s 4.00% Convertible Senior Notes due 2020 (the “Initial Securities”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option to purchase all or any part of an additional $13,500,
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • October 3rd, 2016 • Ascent Capital Group, Inc. • Services-miscellaneous business services • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of March 23, 2012, among MONITRONICS INTERNATIONAL, INC., a Texas corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
ASCENT CAPITAL GROUP, INC. as Issuer AND U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of [·], 2013 [·]% Convertible Senior Notes due 2020Indenture • July 11th, 2013 • Ascent Capital Group, Inc. • Services-miscellaneous business services • New York
INDENTURE dated as of July [·], 2013 between Ascent Capital Group, Inc., a Delaware corporation, as issuer (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”).
ASCENT CAPITAL GROUP, INC. as Issuer AND U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of July 17, 2013 4.00% Convertible Senior Notes due 2020Indenture • August 9th, 2013 • Ascent Capital Group, Inc. • Services-miscellaneous business services • New York
INDENTURE dated as of July 17, 2013 between Ascent Capital Group, Inc., a Delaware corporation, as issuer (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”).
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • April 15th, 2015 • Ascent Capital Group, Inc. • Services-miscellaneous business services • New York
This CREDIT AGREEMENT is entered into as of March 23, 2012, among MONITRONICS INTERNATIONAL, INC., a Texas corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 23rd, 2008 • Ascent Media CORP • Cable & other pay television services • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this [ ] day of [ ], 2008, by and between Ascent Media Corporation, a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).
9.125% SENIOR NOTES DUE 2020Indenture • May 9th, 2012 • Ascent Capital Group, Inc. • Services-miscellaneous business services • New York
This Indenture, dated as of March 23, 2012, is by and among Monitronics International, Inc., a Texas corporation (the “Company” or the “Issuer”), the Guarantors (as defined herein) and U.S. Bank National Association, as trustee (in such capacity and not in its individual capacity, the “Trustee”).
ASCENT CAPITAL GROUP, INC. 2008 INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 27th, 2013 • Ascent Capital Group, Inc. • Services-miscellaneous business services • Delaware
THIS AGREEMENT (this “Agreement”) is made as of November 30, 2012 (the “Grant Date”), by and between ASCENT CAPITAL GROUP, INC., a Delaware corporation (the “Company”), and the person signing as “Grantee” on the signature page hereof (“Grantee”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2015 • Ascent Capital Group, Inc. • Services-miscellaneous business services • Texas
This Employment Agreement (the “Agreement”), made on August 25, 2015, to be effective as of September 10, 2015 (“Effective Date”), is entered into by and between Ascent Capital Group, Inc., a Delaware corporation (the “Company”), and Jeffery R. Gardner (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 2008 • Ascent Media CORP • Cable & other pay television services • California
This Employment Agreement (the “Agreement”), dated as of February 11, 2008, is entered into by and between Ascent Media Group, LLC, a Delaware limited liability company (the “Company”), and Jose A. Royo (“Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2019 • Ascent Capital Group, Inc. • Services-miscellaneous business services • Colorado
This Employment Agreement (the “Agreement”), made on February 1, 2019, to be effective as of January 1, 2019 (“Effective Date”), is entered into by and between Ascent Capital Group, Inc. (the “Company”), and William E. Niles (“Executive”).
AMENDMENT NO. 4 TO FORBEARANCE AGREEMENTForbearance Agreement • May 6th, 2019 • Ascent Capital Group, Inc. • Services-miscellaneous business services
This Amendment No. 4 to the Forbearance Agreement (this “Fourth Amendment”) is entered into as of May 3, 2019 by and between Monitronics International, Inc., a Texas corporation (the “Borrower”), each other Loan Party to the Credit Agreement, Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and certain Lenders party hereto (collectively, the “Parties”).
TAX SHARING AGREEMENT by and among DISCOVERY HOLDING COMPANY, DISCOVERY COMMUNICATIONS, INC., ASCENT MEDIA CORPORATION, ASCENT MEDIA GROUP, LLC and CSS STUDIOS, LLC Dated as of September 17, 2008Tax Sharing Agreement • September 17th, 2008 • Ascent Media CORP • Cable & other pay television services • Colorado
THIS TAX SHARING AGREEMENT (this “Agreement”) is entered into by and among DISCOVERY HOLDING COMPANY, a Delaware corporation (“DHC”), DISCOVERY COMMUNICATIONS, INC., a Delaware corporation (“New DHC”), ASCENT MEDIA CORPORATION, a Delaware corporation (“Spinco”), ASCENT MEDIA GROUP, LLC, a Delaware limited liability company (“AMG”), and CSS STUDIOS, LLC, a New York limited liability company (the “Audio Company”, and together with DHC, New DHC, Spinco, and AMG, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Reorganization Agreement, dated as of June 4, 2008, as amended as of September 16, 2008, by and among the Parties (the “Reorganization Agreement”).
ASCENT CAPITAL GROUP, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 27th, 2013 • Ascent Capital Group, Inc. • Services-miscellaneous business services • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of November 30, 2012 (the “Effective Date”), by and between Ascent Capital Group, Inc., a Delaware corporation (the “Company”), and the individual whose name, address and social security number appear on the signature page hereto (the “Grantee”).
AMENDMENT NO. 8 TO CREDIT AGREEMENT AND CONSENT TO AGENCY RESIGNATION AND APPOINTMENT AGREEMENTCredit Agreement • July 5th, 2019 • Ascent Capital Group, Inc. • Services-miscellaneous business services
This Amendment No. 8 to Credit Agreement and Consent to Agency Resignation and Appointment Agreement (this “Amendment”) is entered into as of July 3, 2019 by and between Monitronics International, Inc., a Texas corporation (the “Borrower”), the guarantors party hereto (the “Guarantors”), Cortland Capital Market Services LLC (“Cortland”), in its capacity as Successor Agent (as defined below) and those Lenders (as defined below) under the Credit Agreement that are parties hereto, which collectively constitute the Required Lenders (as defined in the Credit Agreement).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2011 • Ascent Capital Group, Inc. • Cable & other pay television services • Colorado
FORM OF RIGHTS AGREEMENT between Ascent Media Corporation and Computershare Trust Company Dated as of [_______], 2008Rights Agreement • July 23rd, 2008 • Ascent Media CORP • Cable & other pay television services • Delaware
This RIGHTS AGREEMENT (together with all Exhibits hereto, this “Agreement”), dated as of [_____], 2008, is entered into by and between Ascent Media Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a national banking association, as Rights Agent (the “Rights Agent”).
ASCENT CAPITAL GROUP, INC. PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENTPerformance-Based Restricted Stock Units Award Agreement • May 8th, 2015 • Ascent Capital Group, Inc. • Services-miscellaneous business services • Delaware
THIS PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENT (this “Agreement”) is made as of [____] (the “Grant Date”), by and between ASCENT CAPITAL GROUP, INC., a Delaware corporation (the “Company”), and the person signing as “Grantee” on the signature page hereof (the “Grantee”).
FORBEARANCE AND LIMITED WAIVER TO CREDIT AGREEMENTForbearance and Limited Waiver to Credit Agreement • June 18th, 2019 • Ascent Capital Group, Inc. • Services-miscellaneous business services • New York
This Forbearance and Limited Waiver to Credit Agreement (this “Forbearance and Limited Waiver”) is entered into as of June 14, 2019 by and between Monitronics International, Inc., a Texas corporation (the “Borrower”), each other Loan Party to the Credit Agreement (as defined herein), Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and certain Lenders party hereto.
FORM OF SERVICES AGREEMENTServices Agreement • August 12th, 2008 • Ascent Media CORP • Cable & other pay television services • New York
This SERVICES AGREEMENT (the “Agreement”), dated as of [ ], 2008 (the “Effective Date”), is entered into by and between Ascent Media Creative Sound Services, Inc., a New York corporation (“Company”), and Ascent Media Group, LLC, a Delaware limited liability company (“Provider”).
AMENDMENT NO. 7 TO CREDIT AGREEMENTCredit Agreement • April 1st, 2019 • Ascent Capital Group, Inc. • Services-miscellaneous business services • New York
This Amendment No. 7 to Credit Agreement is entered into as of December 29, 2016 by and between Monitronics International, Inc., a Texas corporation (“Borrower”), and Bank of America, N.A., as administrative agent (in its capacity as administrative agent, the “Administrative Agent”).
FORBEARANCE AGREEMENTForbearance Agreement • May 15th, 2019 • Ascent Capital Group, Inc. • Services-miscellaneous business services • New York
This Forbearance Agreement (this “Forbearance”) is entered into as of April 1, 2019 by and between Monitronics International, Inc., a Texas corporation (the “Borrower”), each other Loan Party to the Credit Agreement (as defined herein), Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and certain Lenders party hereto.
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement • August 3rd, 2018 • Ascent Capital Group, Inc. • Services-miscellaneous business services
This Severance Agreement and General Release (the “Agreement”) is entered into as of May 10, 2018, by and between William R. Fitzgerald (“Executive”), Ascent Capital Group, Inc. (the “Company”) and Monitronics International, Inc. (“Moni”).
REORGANIZATION AGREEMENT among Discovery Holding Company, Discovery Communications, Inc., Ascent Media Corporation, Ascent Media Group, LLC and Ascent Media Creative Sound Services, Inc. Dated as of June 4, 2008Reorganization Agreement • June 13th, 2008 • Ascent Media CORP • Delaware
This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”), dated as of June 4, 2008, is entered into by and among DISCOVERY HOLDING COMPANY, a Delaware corporation (“DHC”), DISCOVERY COMMUNICATIONS, INC., a Delaware corporation (“New Discovery Holdco”), ASCENT MEDIA CORPORATION, a Delaware corporation (“Spinco”), ASCENT MEDIA GROUP, LLC, a Delaware limited liability company (“AMG”), and ASCENT MEDIA CREATIVE SOUND SERVICES, INC., a New York corporation (the “Audio Company”).
AMENDMENT NO. 2 TO FORBEARANCE AGREEMENTForbearance Agreement • May 15th, 2019 • Ascent Capital Group, Inc. • Services-miscellaneous business services
This Amendment No. 2 to the Forbearance Agreement (this “Second Amendment”) is entered into as of April 24, 2019 by and between Monitronics International, Inc., a Texas corporation (the “Borrower”), each other Loan Party to the Credit Agreement, Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and certain Lenders party hereto (collectively, the “Parties”).
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • September 25th, 2018 • Ascent Capital Group, Inc. • Services-miscellaneous business services • New York
This Transaction Support Agreement (together with the exhibits and schedules attached hereto, which include, without limitation, the Term Sheet (as defined below)(1), as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of September 24, 2018, is entered into by and among: (i) Ascent Capital Group, Inc. (“Ascent”) and Monitronics International, Inc. (“Monitronics”); and (ii) the beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) (each, a “Noteholder”) of the 9.125% Senior Notes due 2020 (the “Notes”) issued pursuant to that certain Indenture dated as of March 23, 2012 (as amended, restated, modified, supplemented, or replaced from time to time in accordance with the terms thereof, the “Notes Indenture”), by and among Monitronics, the guarantors named thereunder, and U.S. Bank National Association, as trustee, that are (and any Noteholde
ASCENT CAPITAL GROUP, INC.Performance-Based Restricted Stock Units Award Agreement • November 9th, 2015 • Ascent Capital Group, Inc. • Services-miscellaneous business services • Delaware
THIS PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENT (this “Agreement”) is made as of March 24, 2015 (the “Grant Date”), by and between ASCENT CAPITAL GROUP, INC., a Delaware corporation (the “Company”), and the person signing as “Grantee” on the signature page hereof (the “Grantee”).
June 30, 2014Stock Exchange Agreement • July 2nd, 2014 • Ascent Capital Group, Inc. • Services-miscellaneous business services
In recognition of your successful tenure with Ascent Capital Group, Inc., I (“John”), on behalf of myself and Columbus Holding LLC (“Columbus”), and the Trusts (as defined below) wish to grant to you the purchase rights described in this letter. This letter sets forth the terms of our agreement with respect to certain shares of common stock of Ascent Capital Group, Inc. (the “Company”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2009 • Ascent Media CORP • Cable & other pay television services • California
This Amendment to Employment Agreement (the “Amendment”) is made as of December 31, 2008, to be effective as of January 1, 2009, by and between Ascent Media Group, LLC, a Delaware limited liability company (the “Company”), and George C. Platisa (the “Executive”).
FORM OF AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • May 10th, 2013 • Ascent Capital Group, Inc. • Services-miscellaneous business services • New York
This Amendment No. 2 to Credit Agreement (this “Amendment”) is entered into as of March 25, 2013 by and among Monitronics International, Inc., a Texas corporation (“Borrower”) and Bank of America, N.A., individually and as administrative agent (the “Administrative Agent”).
STOCK EXCHANGE AGREEMENTStock Exchange Agreement • July 2nd, 2014 • Ascent Capital Group, Inc. • Services-miscellaneous business services • Colorado
This Stock Exchange Agreement (the “Agreement”) is made this 30th day of June, 2014 (the “Effective Date”), by and between William R. Fitzgerald (“Bill”) and William R. Fitzgerald 2012 Irrevocable Trust, dated 12/6/12 (“WRF Trust”), on the one hand, and Columbus Holding LLC (“Columbus”), on the other hand.
FORM OF AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • September 17th, 2009 • Ascent Media CORP • Cable & other pay television services • Delaware
THIS AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this “Amendment”), dated as of September [ ], 2009, is entered into by and between Ascent Media Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a national banking association, as Rights Agent (the “Rights Agent”).
STOCK OPTIONS AGREEMENTStock Options Agreement • April 20th, 2009 • Ascent Media CORP • Cable & other pay television services • Colorado
THIS STOCK OPTIONS AGREEMENT (the “Agreement”) is entered into as of March 30, 2009, by and between Ascent Media Corporation, a Delaware corporation (the “Corporation”), and the individual whose name, address and social security number appear on the signature page hereto (the “Holder”).
MONITRONICS INTERNATIONAL, INC.Time-Based Phantom Units Award Agreement • May 15th, 2019 • Ascent Capital Group, Inc. • Services-miscellaneous business services • Texas
THIS TIME-BASED PHANTOM UNITS AWARD AGREEMENT (this “Agreement”) is made as of March 29, 2018 (the “Grant Date”), by Fred Graffam and between MONITRONICS INTERNATIONAL, INC., a Texas corporation (the “Company”), and the person signing as “Grantee” on the signature page hereof (the “Grantee”).
Form of AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • May 8th, 2015 • Ascent Capital Group, Inc. • Services-miscellaneous business services • New York
This Amendment No. 4 to Credit Agreement (this “Amendment”) is entered into as of February 17, 2015 by and among Monitronics International, Inc., a Texas corporation (“Borrower”), Bank of America, N.A., individually and as administrative agent (in its capacity as administrative agent, the “Administrative Agent”), and the certain lenders party hereto (the “Increasing Lenders”).
