Exhibit 10.29
FIRST AMENDMENT TO SERIES D-1 PREFERRED STOCK
PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO THE SERIES D-1 PREFERRED STOCK PURCHASE AGREEMENT
(this "Amendment") is made as of this 18th day of January, 2002, by and among
Monitronics International, Inc., a Texas corporation (the "Company"), ABRY
Partners IV, L.P. ("ABRY IV"), ABRY Investment Partnership, L.P. ("ABRY IP" and
collectively with ABRY IV, the "Purchasers") and Capital Resource Lenders II,
L.P. ("CRL").
RECITALS
A. Pursuant to that certain Series D-1 Preferred Stock Purchase Agreement
dated April 27, 2001 by and between the Company and the Purchasers (as amended
hereby and as further amended, modified and restated from time to time,
collectively, the "Purchase Agreement"), the Company issued 50,000 shares of its
Series D-1 Preferred Stock to the Purchasers.
B. The Company has elected to exercise its right to require the Purchasers
to purchase an additional 20,000 shares of Series D-1 Preferred Stock (the "Put
Option Shares") pursuant to Paragraph 1C of the Agreement.
C. The Purchasers, with the consent of the Company, assigned their
obligation to purchase 5,000 of the Put Option Shares (the "CRL Option Shares")
to CRL, and CRL has agreed to purchase the CRL Option Shares.
D. The Company, the Purchasers and CRL desire to enter into this Amendment
to reflect CRL's purchase of the CRL Option Shares and evidencing CRL's
agreement to be bound by the terms of the Agreement upon the purchase of the CRL
Option Shares.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, the terms and conditions
set forth in this Amendment, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
Section 1. Definitions. Unless otherwise defined in this Amendment,
all capitalized terms shall have the meanings assigned to such terms in the
Purchase Agreement.
Section 2. Agreement to be Bound. ABRY hereby confirms the assignment
of all of its right, title and interest in the CRL Option Shares to CRL, and CRL
hereby confirms its agreement to acquire all of the right, title and interest in
the CRL Option Shares. CRL hereby agrees that upon execution of this Amendment,
CRL shall become party to and subject to the Purchase Agreement. From and after
the date hereof, CRL shall be deemed a "Purchaser" under the Purchase Agreement
for all purposes and only with respect to rights or obligations of the
Purchasers on or after the date hereof. The Company confirms that CRL, as a
"Purchaser," shall have the benefit of the Company's representations and
warranties in the Purchase Agreement as of the effective date of the Purchase
Agreement. Accordingly, CRL hereby agrees to be bound
by all of the conditions, covenants, representations, warranties, and other
agreements made by the Purchasers in the Purchase Agreement, except as otherwise
set forth herein, and hereby agrees to promptly execute all further
documentation required by the Company to be executed by CRL, consistent with the
terms of the Purchase Agreement.
Section 3. Confirmation of Representations and Warranties. CRL hereby
confirms that all of the representations and warranties set forth in Section 4
of the Purchase Agreement are true and correct with respect to CRL individually
and not jointly with ABRY IV or ABRY IP; however, CRL makes no representation
and warranties with respect to the last sentence of Section 4D of the Purchase
Agreement or with respect to Section 4E of the Purchase Agreement. CRL is an
"accredited investor" as such term is defined in Regulation D promulgated under
the Securities Act.
Section 4. Enforceability. This Amendment constitutes the legal, valid
and binding obligation of CRL, and is enforceable against CRL in accordance with
its terms.
Section 5. Reference to the Effect on the Purchase Agreement.
(a) Upon the effectiveness of this Amendment, each reference in the
Purchase Agreement to "this Agreement," "hereunder," "hereof," "herein" or words
of similar import shall mean and be a reference to the Purchase Agreement as
amended by this Amendment.
(b) Except as specifically amended above, the Purchase Agreement, and
all other Ancillary Agreements, shall remain in full force and effect, and are
hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided in this Amendment, operate as a waiver of any
right, power or remedy of the Company, nor constitute a waiver of any provision
of the Purchase Agreement, or any other documents, instruments and agreements
executed or delivered in connection with the Purchase Agreement.
Section 6. Governing Law. This Amendment shall be governed by and
construed in accordance with the 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.
Section 7. Headings. Section headings in this Amendment are included
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
Section 8. Counterparts. This Amendment may be executed and delivered
(including by facsimile transmission) in separate counterparts, and both
counterparts taken together shall be deemed an original and all of which taken
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
as of the date first written above.
COMPANY:
MONITRONICS INTERNATIONAL, INC.
By: /s/ James R. Hull
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James R. Hull, President
PURCHASERS:
ABRY PARTNERS IV, L.P.
By: ABRY Capital Partners L.P., its general partner
By: ABRY Capital Partners, LLC, its general partner
By: /s/ Jay Grossman
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Jay Grossman, Vice President
ABRY INVESTMENT PARTNERSHIP, L.P.
By: ABRY Investment GP, LLC, its general partner
By: /s/ Jay Grossman
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Jay Grossman, Vice President
CAPITAL RESOURCE LENDERS II, L.P.
By: /s/ Stephen M. Jenks
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Name: Stephen M. Jenks
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Title: Authorized Agent
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