REGISTRATION RIGHTS AGREEMENT by and among MONITRONICS INTERNATIONAL, INC. and the Guarantors listed on the signature page hereto and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE SECURITIES (USA) LLC...Registration Rights Agreement • May 14th, 2012 • Platinum Security Solutions, Inc. • Services-miscellaneous business services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 23, 2012, by and among Monitronics International, Inc., a Texas corporation (the “Company”), the Guarantors listed on the signature page hereto (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, U.S. Bancorp Investments, Inc. and Imperial Capital, LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 9-1/8%% Senior Notes due 2020 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MI SERVICER GP, LLC Dated as of March 23, 2012Limited Liability Company Agreement • May 14th, 2012 • Platinum Security Solutions, Inc. • Services-miscellaneous business services • Delaware
This Second Amended and Restated Limited Liability Company 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, this “Agreement”) of MI Servicer GP, LLC, a Delaware limited liability company (the “Company”), dated and effective as of March 23, 2012, is entered into by MI Servicer HC, LLC, a Delaware limited liability company (“MI Servicer HC”), as the sole Member (together with any other Member admitted to the Company in accordance with Section 23 hereof from time to time, the “Members” and each, a “Member”). Capitalized terms used herein and not otherwise defined have the meanings set forth on Schedule A hereto.
MONITRONICS FUNDING LP (A Delaware Limited Partnership) SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • May 14th, 2012 • Platinum Security Solutions, Inc. • Services-miscellaneous business services • Delaware
This Second 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 March 23, 2012 (the “Effective Date”), is entered into by and between (i) MI Funding GP, LLC., a Delaware limited liability company, as the sole general partner (the “General Partner”), and (ii) MI Funding 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.
