THIRD SUPPLEMENTAL INDENTURESupplemental Indenture • March 30th, 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”).
FIRST AMENDMENT AND CONSENT TO AMENDED AND RESTATED TERM LOAN AGREEMENTTerm Loan Agreement • March 30th, 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”).
LIBERMAN BROADCASTING, INC. INVESTOR RIGHTS AGREEMENT Dated as of March 30, 2007Investor Rights Agreement • March 30th, 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 • March 30th, 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”).
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.
