REGISTRATION RIGHTS AGREEMENT by and among MONITRONICS ESCROW CORPORATION, MONITRONICS INTERNATIONAL, INC. and the Guarantors listed on the signature page hereto and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CITIGROUP GLOBAL MARKETS INC....Registration Rights Agreement • October 18th, 2013 • MI Servicer LP, LLC • Services-miscellaneous business services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 17, 2013, by and among Monitronics Escrow Corporation, a Texas corporation (the “Escrow Corporation”), and a wholly-owned subsidiary of Ascent Capital Group, Inc. (“Parent”), the direct parent of Monitronics International, Inc., a Texas corporation (the “Company”), the Guarantors listed on the signature page hereto (collectively, the “Initial Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and U.S. Bancorp Investments, Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase, pursuant to the Purchase Agreement (as defined below), the Company’s 9.125% Senior Notes due 2020 (the “Initial Notes”) fully and unconditionally guaranteed upon consummation of the Escrow Corporation Assumption (as defined in the Purchase Agreement) by the Initial Guarantors. The Initial Notes and the Guarantees
MONITRONICS FUNDING LP (A Delaware Limited Partnership) THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • October 18th, 2013 • MI Servicer LP, LLC • Services-miscellaneous business services • Delaware
This Third Amended and Restated Limited Partnership Agreement (together with the schedules and exhibits attached hereto, and as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) of Monitronics Funding LP, a Delaware limited partnership (the “Partnership”), dated and made effective as of September 30, 2013 (the “Effective Date”) is entered into by and between (i) Monitronics International, Inc., a Delaware corporation, as the sole general partner (the “General Partner”), and (ii) MI Servicer LP, LLC, a Delaware limited liability company, as the sole limited partner (the “Limited Partner” and, together with the General Partner, the “Partners”). Capitalized terms used herein and not otherwise defined have the meanings set forth on Schedule A hereto.
AMENDED AND RESTATED OPERATING AGREEMENT OF SECURITY NETWORKS ACCEPTANCE LLC Dated: November 5, 2010Operating Agreement • October 18th, 2013 • MI Servicer LP, LLC • Services-miscellaneous business services • Delaware
This Amended and Restated Operating Agreement (this “Agreement”) of Security Networks Acceptance LLC, a Delaware limited liability company (the “Company”), is adopted and entered into by Security Networks LLC, as sole member (the “Sole Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (as amended from time to time, the “Act”) and the terms of this Agreement.
Counterpart to Registration Rights AgreementRegistration Rights Agreement • October 18th, 2013 • MI Servicer LP, LLC • Services-miscellaneous business services
The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated July 17, 2013, by and among Monitronics Escrow Corporation, Monitronics International, Inc., the Guarantors listed on the signature page hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of itself and the other Initial Purchasers) to be bound by the terms and provisions of such Registration Rights Agreement.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • October 18th, 2013 • MI Servicer LP, LLC • Services-miscellaneous business services • New York
Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of August 26, 2013, among Monitronics International, Inc., a Texas corporation (the “Issuer”), by and among the entities listed as Additional Guarantors on the signature pages hereto (the “Additional Guarantors”), the entities listed as Existing Guarantors on the signature pages hereto (the “Existing Guarantors”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture.
SUPPLEMENTAL INDENTURESupplemental Indenture • October 18th, 2013 • MI Servicer LP, LLC • Services-miscellaneous business services • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of August 16, 2013, among Monitronics International, Inc., a Texas corporation (the “Company”), the guarantors listed on the signature pages hereto (the “Guarantors”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”) to the Indenture (as defined below). Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture.
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF SECURITY NETWORKS LLC Dated: November 5, 2010Limited Liability Company Operating Agreement • October 18th, 2013 • MI Servicer LP, LLC • Services-miscellaneous business services • Florida
This Fifth Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Security Networks LLC, a Florida limited liability company (the “Company”), is adopted and entered into by OHCP Security Networks Holdings LLC, as sole member (the “Sole Member”) pursuant to and in accordance with the Florida Limited Liability Company Act (as amended from time to time, the “Act”), and the terms of this Agreement.
