Exhibit 10.20
AMENDMENT AGREEMENT
This Amendment Agreement (the "Agreement") is executed and entered into on
November 22, 1996 by and among Monitronics International, Inc., a Texas
corporation (the "Company"), and the holders (the "Security Holders") of certain
obligations and securities of the Company whose names appear on the signature
pages to this Agreement.
RECITALS:
WHEREAS, the Company and certain of the Security Holders are parties to the
following agreements (collectively, the "Existing Agreements"): (i) Preferred
Stock Subordination Agreement, dated as of May 10, 1996 (the "Preferred
Subordination Agreement"), by and among the Company, Capital Resource Lenders
II, L.P., a Delaware limited partnership ("CRL II"), Austin Ventures III-A,
L.P., a Delaware limited partnership ("Austin III-A"), and Austin Ventures
III-B, L.P., a Delaware limited partnership ("Austin III-B" and together with
Austin IIIA "Austin Ventures"); (ii) Stock Purchase Agreement, dated as of
October 21, 1994, as amended by Amendment to Stock Purchase Agreement, dated
November 10, 1994 and Amendment No. 2 to Stock Purchase Agreement, dated May 10,
1996 (as so amended, the "Stock Purchase -Agreement"), by and among the Company
and Austin Ventures; (iii) Amended and Restated Shareholders Agreement, dated as
of May 10, 1996 (the "Shareholders Agreement"), by and among the Company, Austin
Ventures, CRL II, Xxxxx X. Xxxx ("Xxxx") and Xxxxxx X. Xxxxxxx ("Xxxxxxx"); (iv)
Amended and Restated Registration Agreement, dated as of May 10, 1996 (the
"Registration Agreement"), among the Company, CRL H and Austin Ventures; (v)
Amended and Restated Co-Sale Agreement, dated as of May 10, 1996 (the "Hull
Co-Sale Agreement"), among the Company, CRL II, Austin Ventures and Hull; (vi)
Amended and Restated Co-Sale Agreement, dated May 10, 1996 (the "Xxxxxxx Co-Sale
Agreement") among the Company, CRL II, Austin Ventures and Xxxxxxx; and (vii)
Amended and Restated Affiliate Registration Agreement, dated May 10, 1996 (the
"Affiliate Registration Agreement"), between the Company and Hull;
WHEREAS, the Company, CRL II and Austin Ventures have previously entered
into a Senior Subordinated Note and Warrant Purchase Agreement, dated as of May
10, 1996 (the "Original Note Agreement"), pursuant to which the Company issued
and sold to CRL II and Austin Ventures (i) 12.0% Senior Subordinated Notes, due
June 30, 2003, in the original aggregate principal amount of $7,000,000 and (ii)
Common Stock Purchase Warrants for the purchase (subject to adjustment as
provided therein) of an aggregate of 319,274 shares of the Company's Class A
Common Stock, $.0l par value per share;
WHEREAS, as a supplement to the Original Note Agreement, the Company
desires to enter into a new Senior Subordinated Note and Warrant Purchase
Agreement dated as of the date hereof (the "New Note and Warrant Agreement")
with CRL II and Austin Ventures, pursuant to which the Company will issue and
sell (i) an additional 12.0% Senior Subordinated Note, due June 30, 2003, in the
original aggregate principal amount of $3,000,000 (the "Additional Note") to CRL
II and (ii) additional Common Stock Purchase Warrants (the "Additional
Warrants") to CRL II and Austin Ventures for the purchase of 147,927 shares (the
"Additional Warrant Shares") of the company's Class A Common Stock, $.01 par
value per share;
WHEREAS, the Company desires to enter into a Second Amendment, dated the
date hereof (the "Second Amendment"), to that certain Revolving Credit and Term
Loan Agreement, dated
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May 10, 1996, as amended by First Amendment to Revolving Credit and Term Loan
Agreement dated as of July 26, 1996, with State Street Bank and Trust Company,
Xxxxxx Financial, Inc. and The Provident Bank (the "Loan Agreement"); and
WHEREAS, as a result of the transactions contemplated by the New Note and
Warrant Agreement, the parties hereto desire to amend the Existing Agreements.
NOW THEREFORE, in consideration of the premises and the agreements herein
contained, and intending to be bound hereby, the parties hereby agree as
follows:
1. Amendments to Existing Agreements.
(a) All references to the term "Notes" in the Preferred Subordination
Agreement and the Stock Purchase Agreement shall be deemed to include the
"Additional Note" (as such term is defined herein).
(b) All references to the term "Warrants" in the Shareholders
Agreement, the Registration Agreement, the Hull Co-Sale Agreement, the Xxxxxxx
Co-Sale Agreement and the Affiliate Registration Agreement shall be deemed to
include the "Additional Warrants" (as such term is defined herein).
(c) All references to the term "Mezzanine Warrants" in the Stock
Purchase Agreement shall be deemed to include the "Additional Warrants" (as such
term is defined herein).
(d) All references to the term "Warrant Shares" in the Shareholders
Agreement, the Registration Agreement, the Hull Co-Sale Agreement, the Xxxxxxx
Co-Sale Agreement and the Affiliate Registration Agreement shall be deemed to
include the "Additional Warrant Shares" (as such term is defined herein).
(e) All references to the term "Mezzanine Warrant Shares" in the Stock
Purchase Agreement shall be deemed to include the "Additional Warrant Shares"
(as such term is defined herein).
(f) All references to the term "Note Agreement" in the Stock Purchase
Agreement, the Shareholders Agreement, the Registration Agreement, the Hull
Co-Sale Agreement, the Xxxxxxx Co-Sale Agreement and the Affiliate Registration
Agreement shall, as applicable, be deemed to include the "New Note and Warrant
Agreement" (as such term is defined herein).
(g) All references to the term "Purchase Agreement" in the Preferred
Subordination Agreement shall, as applicable, be deemed to include the "New Note
and Warrant Agreement" (as such term is defined herein).
(h) All references to the term "Purchase Agreement" in the
Shareholders Agreement, the Registration Agreement, the Hull Co-Sale Agreement,
the Xxxxxxx Co-Sale Agreement and the Affiliate Registration Agreement shall be
deemed to mean and include the Stock Purchase Agreement as amended by and
through the date hereof (as such term is defined herein).
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2. Acknowledgement. Austin Ventures hereby acknowledges that the New Note
and Warrant Agreement is a supplement to the Original Note Agreement and that,
in accordance with the Articles of Incorporation of the Company, as amended (the
"Articles of Incorporation"), there will be no adjustment to the Series A
Conversion Price (as such term is defined in the Articles of Incorporation)
pursuant to paragraph 5D(iv) of the Articles of Incorporation as a result of the
issuance by the Company of the Additional Warrants and the Additional Warrant
Shares.
3. Miscellaneous.
(a) Effect. Except as amended hereby, the Existing Agreements shall
remain in full force and effect.
(b) Descriptive Headings. The descriptive headings in this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.
(c) Governing Law. The construction, validity and interpretation of
this Agreement will be governed by and construed in accordance with the domestic
laws of the State of Texas without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of Texas or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Texas.
(d) Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and each of the parties hereto may execute this Agreement by signing
any such counterpart.
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IN WITNESS WHEREOF, this Amendment Agreement has been executed by the
parties hereto as of the day and year first above set forth.
COMPANY:
MONITRONICS INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxx
-------------------------------------
Xxxxx X. Xxxx
President
SECURITY HOLDERS:
AUSTIN VENTURES III-A, L.P.
By: AV Partners III, L.P.,
Its General Partner
By:
-------------------------------------
Xxxxxx X. Xxxxxx,
Authorized Signatory
AUSTIN VENTURES III-B, L.P.
By: AV Partners III, L.P.,
Its General Partner
By:
-------------------------------------
Xxxxxx X. Xxxxxx,
Authorized Signatory
CAPITAL RESOURCE LENDERS II, L.P.
By: Capital Resource Partners II, L.P.
Its General Partner
By:
-------------------------------------
General Partner
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IN WITNESS WHEREOF, this Amendment Agreement has been executed by the
parties hereto as of the day and year first above set forth.
COMPANY:
MONITRONICS INTERNATIONAL, INC.
By:
-------------------------------------
Xxxxx X. Xxxx
President
SECURITY HOLDERS:
AUSTIN VENTURES III-A, L.P.
By: AV Partners III, L.P.,
Its General Partner
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Xxxxxx X. Xxxxxx,
Authorized Signatory
AUSTIN VENTURES III-B, L.P.
By: AV Partners III, L.P.,
Its General Partner
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Xxxxxx X. Xxxxxx,
Authorized Signatory
CAPITAL RESOURCE LENDERS II, L.P.
By: Capital Resource Partners II, L.P.
Its General Partner
By:
-------------------------------------
General Partner
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IN WITNESS WHEREOF, this Amendment Agreement has been executed by the
parties hereto as of the day and year first above set forth.
COMPANY:
MONITRONICS INTERNATIONAL, INC.
By:
-------------------------------------
Xxxxx X. Xxxx
President
SECURITY HOLDERS:
AUSTIN VENTURES III-A, L.P.
By: AV Partners III, L.P.,
Its General Partner
By:
-------------------------------------
Xxxxxx X. Xxxxxx,
Authorized Signatory
AUSTIN VENTURES III-B, L.P.
By: AV Partners III, L.P.,
Its General Partner
By:
-------------------------------------
Xxxxxx X. Xxxxxx,
Authorized Signatory
CAPITAL RESOURCE LENDERS II, L.P.
By: Capital Resource Partners II, L.P.
Its General Partner
By: /s/ illegible signature
-------------------------------------
General Partner
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/s/ Xxxxx X. Xxxx
-------------------------------------
Xxxxx X. Xxxx
/s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxx
