**Exhibit10.1**

**FOURTHAMENDMENT TO CREDIT AGREEMENT**

ThisFOURTH AMENDMENT TO CREDIT AGREEMENT (this ***“Amendment”***),dated as of March 29, 2007, amends certain provisions of the CreditAgreement dated as of August 25, 2003, as amended by a First Amendment toCredit Agreement dated as of July 14, 2004, a Second Amendment to CreditAgreement dated as of March 28, 2005, and a Third Amendment to CreditAgreement dated as of March 29, 2006 (as so amended, and as further amendedfrom time to time prior to the date hereof, the ***“ExistingCredit Agreement”***) by and among Monitronics International, Inc.,a Texas corporation (the ***“Borrower”***),the Lenders from time to time party thereto, Bank of America, N.A., assuccessor by merger to Fleet National Bank, as Administrative Agent for theCredit Parties, and Bank of America, N.A., as Syndication Agent for the CreditParties.

WITNESSETH:

WHEREAS,the Borrower has requested that the Credit Parties agree to certainamendments to the Existing Credit Agreement; and

WHEREAS,upon and subject to the terms hereof, in accordance with Section 11.1 of theCredit Agreement (as defined below), the Credit Parties hereby agree to theamendments to the Existing Credit Agreement as specified herein;

NOW,THEREFORE, for good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, the parties hereto agree as follows.

# **ARTICLE I****DEFINITIONS AND RULES OF INTERPRETATION**

Eachcapitalized term that is used herein and is defined in the Existing CreditAgreement shall have the meaning specified therein unless such term isotherwise defined herein.  In addition,the rules of interpretation set forth in Section 1.3 of the ExistingCredit Agreement apply herein.  As usedherein, the term ***“Credit Agreement”*** shall meanthe Existing Credit Agreement as amended by and through the date hereof,including by this Amendment, and as further amended, restated, modified,supplemented and/or extended from time to time. This Amendment is a Loan Document.

# **ARTICLEII**  AMENDMENTS, ETC.

## ***Section 2.1.******           Amendmentsto Schedules.***  The followingSchedules amend, replace and supersede the corresponding Schedules attached tothe Existing Credit Agreement:  

| Schedule 4.5(a) | Properties            |
|----------------------|-----------------------|
| Schedule 4.5(b) | Intellectual Property |
| Schedule 4.6    | Proceedings           |

 

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| Schedule 4.8 | Material Agreements and Licenses               |
|-------------------|------------------------------------------------|
| Schedule 4.13     | Ownership of the Borrower and its Subsidiaries |
| Schedule 4.16     | Insurance                                      |
| Schedule 4.20     | Depository and Other Accounts                  |

 

## ***Section 2.2.******           Amendmentsto Section 1.1.*** Section 1.1 of the Existing CreditAgreement is hereby amended as follows:

### **(a)****           *AdditionalDefinition.***  The followingdefinition is hereby added to Section 1.1 of the Credit Agreement inalphabetical order:

“***‘Fourth Amendment ClosingDate’***shall mean the date upon which the Fourth Amendment toCredit Agreement among the Borrower and the Credit Parties shall have beenexecuted by each of the parties thereto and all conditions set forth in Section3.3 of such Fourth Amendment to Credit Agreement have been satisfied or waived.”

## ***Section 2.3.******          ******Amendment to Section 4.6***.  Section 4.6 of the Existing CreditAgreement is hereby amended by deleting each reference to the term “ThirdAmendment Closing Date” appearing therein and inserting in lieu thereof theterm “Fourth Amendment Closing Date”.

## ***Section 2.4.******          ******Amendment to Section 4.8(a)***.  Section 4.8(a) of the Existing CreditAgreement is hereby amended by deleting the term “Third Amendment Closing Date”appearing therein and inserting in lieu thereof the term “Fourth AmendmentClosing Date”.

## ***Section 2.5.******          ******Amendment to Section 4.13(a)***.  Section 4.13(a) of the Existing CreditAgreement is hereby amended by deleting the term “Third Amendment Closing Date”appearing therein and inserting in lieu thereof the term “Fourth AmendmentClosing Date”.

## ***Section 2.6.******          ******Amendment to Section 4.16***.  Section 4.16 of the Existing CreditAgreement is hereby amended by deleting each reference to the term “ThirdAmendment Closing Date” appearing therein and inserting in lieu thereof theterm “Fourth Amendment Closing Date”.

## ***Section 2.7.******          ******Amendment to Section 4.21****. *Section 4.21of the Existing Credit Agreement is hereby amended by deleting the term “ThirdAmendment Closing Date” appearing therein and inserting in lieu thereof theterm “Fourth Amendment Closing Date”.

## ***Section 2.8.******          ******Amendment to Section 8.17***.  Section 8.17 of the Existing CreditAgreement is hereby amended by deleting the phrase “; *provided, further,* that notwithstandingthe foregoing, for the fiscal year ending June 30, 2006, the Borrower andits Subsidiaries may make Capital Expenditures in an aggregate amount up to SixMillion Five Hundred Thousand

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## Dollars($6,500,000)  and the Borrower may carry forward any permitted butunused Capital Expenditures from the fiscal year ended June 30, 2006 to thefiscal year ended June 30, 2007” and inserting in lieu thereof the phrase  “; *provided,further,* that notwithstanding the foregoing, for the fiscal yearending June 30, 2007, the Borrower and its Subsidiaries may make CapitalExpenditures in an aggregate amount up to Eight Million Dollars ($8,000,000) and the Borrower may carry forwardany permitted but unused Capital Expenditures from the fiscal year ended June30, 2007 to the fiscal year ended June 30, 2008”.

# **ARTICLEIIIREPRESENTATIONS AND WARRANTIES, COVENANTS, CONDITIONSPRECEDENT, ETC.**

## ***Section 3.1.******           Confirmationof Representations, Warranties and Covenants, Etc.***  The Borrower, by execution of this Amendment,certifies to the Credit Parties that:

### **(a)****          **Each of therepresentations and warranties set forth in the Credit Agreement and the otherLoan Documents is true and correct in all material respects on and as of thedate hereof, except to the extent such representations and warranties expresslyrelate to an earlier date, as if fully set forth in this Amendment and that, asof the date hereof, no Default or Event of Default has occurred and iscontinuing under the Credit Agreement or any other Loan Document;

### **(b)****          **The Borrower is incompliance in all material respects with all of the terms and provisions setforth in the Credit Agreement on its part to be observed or performed on orprior to the date of this Amendment; and

### **(c)****          **Since June 30,2006, there has been no change in the assets or liabilities or in the financialor other condition of the Borrower or any of its Subsidiaries that could have aMaterial Adverse effect.

## ***Section 3.2.******           Authorization,Validity and Enforceability.*** This Amendment has been duly authorized, executed and delivered by theBorrower and constitutes, and the Credit Agreement, and each of the other LoanDocuments, as amended by and through the date hereof, constitute, legal, validand binding obligations of the Borrower, enforceable against the Borrower in accordancewith their respective terms, except as the enforcement thereof may be limitedby applicable bankruptcy, insolvency or similar laws affecting the enforcementof rights of creditors generally and except to the extent that enforcement ofrights and remedies set forth therein may be limited by equitable principles(regardless of whether enforcement is considered in a court of law or aproceeding in equity).

## ***Section 3.3.******           ConditionsPrecedent.***  Prior to orconcurrently with the execution of this Amendment, and as a condition to theobligation of the Credit Parties to execute this Amendment:

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### **(a)****          **The AdministrativeAgent shall have received a certificate, dated the Fourth Amendment ClosingDate, of the Secretary of the Borrower:

#### **(i)****             **attaching a trueand complete copy of the resolutions of its Board of Directors and of all otherdocuments evidencing all necessary corporate action (in form and substancesatisfactory to the Administrative Agent) taken to authorize the execution,delivery and performance of this Amendment and each of the other documents andinstruments contemplated hereby;

#### **(ii)****           **setting forth theincumbency of its officers who are authorized to and who sign this Amendment,including therein a signature specimen of such officers; and

#### **(iii)****          **attaching acertificate of good standing of the Secretary of State of the jurisdiction ofits formation.

### **(b)****          **The Credit Partiesshall have received all fees and other amounts due and payable to the CreditParties, and their respective Affiliates, under the Credit Agreement, the otherLoan Documents or any separate letter agreement or other arrangement(s) amongthe Borrower and the Administrative Agent and Syndication Agent to the extentthat such fees or other amounts are payable on or prior to the Fourth AmendmentClosing Date, including, to the extent invoiced with reasonable detail,reimbursement or payment of the fees and disbursements of Special Counsel andall other out-of-pocket expenses required to be reimbursed or paid by theBorrower hereunder.

### **(c)****          **The AdministrativeAgent shall have received a waiver executed by the Borrower and NML under theSubordinated Note and Warrant Purchase Agreement, dated January 18, 2002, asamended, between the Borrower and NML in form and substance satisfactory to theAdministrative Agent.

### **(d)****          **No injunction,writ, restraining order, or other order of any nature prohibiting, directly orindirectly, the consummation of the transactions contemplated herein or by theother Loan Documents shall have been issued by any Governmental Authorityagainst the Borrower, the Administrative Agent or any Lender.

### **(e)****          **The AdministrativeAgent shall have received all other information and documents which theAdministrative Agent or its counsel may reasonably have requested in connectionwith the transactions contemplated by this Amendment, such information anddocuments where appropriate to be certified by one of the Borrower’s officersor a Governmental Authority.

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# **ARTICLEIV****MISCELLANEOUS PROVISIONS**

## ***Section 4.1.******           Survival. ***Except as expressly provided herein,this Amendment does not constitute a waiver of or amendment to any provision ofthe Existing Credit Agreement or any of the other Loan Documents and does notaffect any other term, condition or provision of the Existing Credit Agreementor any of the other Loan Documents, each of which shall continue in full forceand effect.

## ***Section 4.2.******           GoverningLaw.***  This Amendment and therights and obligations of the parties hereunder shall be construed inaccordance with and be governed by the laws of the State of New York (withoutgiving effect to the principles thereof relating to conflicts of law).

## ***Section 4.3.******           Counterparts.***  This Amendment may be executed in any numberof counterparts and by the different parties hereto on separate counterparts,including facsimile counterparts, each of which when so executed and deliveredshall be an original, but all of which shall together constitute one and thesame instrument.

## ***Section 4.4.******           Headings.***  The headings of the several Articles,Sections and subsections of this Amendment are inserted for convenience onlyand shall not in any way affect the meaning or construction of any provision ofthis Amendment.

 

[Signature pages follow]

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IN WITNESS WHEREOF, theparties hereto have caused their duly authorized officers to execute anddeliver this Amendment as of the date first above written.

 
|        | MONITRONICS INTERNATIONAL, INC. |
|--------|---------------------------------|
|   |                            |   |
|   |                            |   |
|   | By:                             | /s/ Stephen M.  Hedrick |   |
|   |                            | Name: Stephen M. Hedrick |
|   |                            | Title: Vice President - Finance |
|   |                            |   |
|   |                            |   |
|   | BANK OF AMERICA, N.A.,          |
|   | as Administrative Agent         |
|   |                            |
|   |                            |
|   | By:                             | /s/ William  Faidell, Jr. |   |
|   |                            | Name: William Faidell, Jr. |
|   |                            | Title: Assistant Vice President |
|   |                            |   |
|   |                            |   |
|   | BANK OF AMERICA, N.A.,          |
|   | as Syndication Agent and Lender |
|   |                            |   |
|   |                            |   |
|   | By:                             | /s/ John F.  Lynch |   |
|   |                            | Name: John F. Lynch |
|   |                            | Title: Senior Vice President |

 

 

[Counterpart signaturepages of Lenders follow]

 

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