Exhibit 10.1
CONSENT AGREEMENT AND FIRST AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT
This CONSENT AGREEMENT AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (this "Amendment") is dated as of November 19, 2012, among LBI MEDIA,
INC., a California corporation (the "Borrower"), THE GUARANTORS PARTY HERETO,
THE LENDERS PARTY HERETO and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as
Administrative Agent (in such capacity, the "Administrative Agent"), and as
Collateral Trustee (in such capacity, the "Collateral Trustee").
WHEREAS, the Borrower, the Guarantors, the Administrative Agent, the Collateral
Trustee and the lenders from time to time party hereto are party to the 2011
Credit Agreement referred to below;
WHEREAS, in connection with the 2012 Exchange Offers, the Borrower has requested
the consents more particularly set forth herein;
WHEREAS, in connection with the closing of the 2012 Exchange Transactions, the
Borrower has requested certain amendments to the 2011 Credit Agreement as more
particularly set forth herein;
WHEREAS, on the terms and subject to the conditions set forth herein, the
Lenders party hereto, the Administrative Agent and the Collateral Trustee are
willing to grant the consents set forth herein and, upon the satisfaction of
additional conditions set forth herein, to so amend the 2011 Credit Agreement;
NOW, THEREFORE, in consideration of the foregoing and the agreements contained
herein, the parties hereto hereby agree as follows:
1.
REFERENCE TO CREDIT AGREEMENT; DEFINITIONS.
(a)
Reference is made to the Amended and Restated Credit Agreement dated as
of March 18, 2011 (as may have been amended from time to time prior to the date
hereof, the "2011 Credit Agreement"), among the Borrower, the Guarantors, the
lenders from time to time party thereto, the Administrative Agent and the
Collateral Trustee.
(b)
Certain capitalized terms used herein shall have the meanings given to
such terms on Schedule 1 attached hereto and made a part hereof.
(c)
Capitalized terms used herein which are defined in the 2011 Credit
Agreement have the same meanings herein as therein, except to the extent that
such meanings are amended hereby.
2.
CONSENTS. Effective upon the satisfaction of the conditions set forth in
Section 5.1 below, notwithstanding anything in any of the Loan Documents to the
contrary, the Administrative Agent and the Lenders party hereto hereby consent
to the closing of the 2012 Exchange Transactions in accordance with the 2012
Exchange Offer Documents and upon the terms and conditions contained in this
Amendment (collectively, the "Consents").
3.
AMENDMENTS. Effective upon the satisfaction of the conditions set forth
in Section 5.2 below, the 2011 Credit Agreement (including all Exhibits and
Schedules thereto) shall automatically be amended in its entirety to read as set
forth in Exhibit A hereto, except as may be revised on such date to complete or
finalize any bracketed items contained therein (as so amended and completed, the
"2012 Credit Agreement").
4.
REPRESENTATIONS AND WARRANTIES. The Credit Parties hereby represent and
warrant that, as of the Consent Effective Date (defined below):
(a)
Authorization; Enforceability.
(i)
This Amendment has been duly authorized,