Severability Contract Clauses (27,855)

Severability. If any provision of this Amendment or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, i...nvalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. EXHIBIT A TERM COMMITMENTS Lender Term Commitment Bank of America, N.A. $ 145,000,000 Total $ 145,000,000 EXHIBIT B REAFFIRMATION OF LOAN DOCUMENTS Each of the undersigned acknowledges receipt of a copy of that certain Amendment No. 1 to Credit Agreement and Consent dated as of the date hereof (the "Amendment") relating to the Credit Agreement dated as of March 23, 2012 (the "Credit Agreement") referred to therein, consents to the Amendment and each of the transactions referenced therein, hereby reaffirms its obligations under the Loan Documents to which it is a party and agrees that all references in any Loan Document to the "Credit Agreement" shall mean and be a reference to the Credit Agreement as amended by the Amendment. Capitalized terms used herein, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Credit Agreement, as amended by the Amendment. Dated as of November 7, 2012 EX-4.7 2 a12-30081_1ex4d7.htm EX-4.7 Exhibit 4.7 FORM OF AMENDMENT NO. 1 TO CREDIT AGREEMENT AND CONSENT This Amendment No. 1 to Credit Agreement and Consent (this "Amendment") is entered into as of November 7, 2012 by and among Monitronics International, Inc., a Texas corporation ("Borrower"), Bank of America, N.A., individually and as administrative agent (the "Administrative Agent"), and the other financial institutions signatory hereto. RECITALS A. Borrower, the Administrative Agent and the Lenders are party to that certain Credit Agreement dated as of March 23, 2012 (the "Credit Agreement"). B. Borrower wishes to borrow $145,000,000 from Bank of America, N.A. (the "Incremental Lender") to repay Indebtedness (including Revolving Credit Loans) incurred in connection with the purchase of approximately 93,000 subscriber accounts from Pinnacle Security (the "Acquisition"), to finance fees and expenses related to this Amendment and all related transactions, and for ongoing working capital and for other general corporate purposes of the Borrower and its Subsidiaries. The Incremental Lender is willing to extend such incremental Term Loans, subject to the terms and conditions of this Amendment, in connection with the syndication of such incremental Term Loans to various Eligible Assignees. This Amendment, the funding of such incremental Term Loans, the Acquisition and all related transactions are hereinafter collectively referred to as the "Transaction". C. Borrower, the Administrative Agent and the undersigned Lenders wish to amend the Credit Agreement and grant certain consents on the terms and conditions set forth below. Now, therefore, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows: 1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings, if any, assigned to such terms in the Credit Agreement. View More

Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and 10 valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Ag...reement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein. View More

Severability. If any term or other provision of this Limited Guarantee is invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Limited Guarantee shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party; provided, however, that this Limited Guarantee may not be enforced against any Guarantor withou...t giving effect to the Maximum Amount of such Guarantor or the provisions set forth in Sections 3, 9 and 10. No party hereto shall assert, and each party shall cause its respective Related Persons not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable. Upon a determination that any term or provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Limited Guarantee so as to effect the 9 original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. View More

Severability. The invalidity or enforceability of any provision of this Appendix shall not affect the validity or enforceability of any other provision of this Appendix. 6 17. Conflicts and Interpretation. In the event of any conflict between this Appendix and the Company Plan, the Company Plan shall control. In the event of any ambiguity in this Appendix, or any matters as to which this Appendix is silent, the Company Plan shall govern including, without limitation, the provisions thereof pursuant to which t...he Committee has the power, among others, to (i) interpret the Company Plan, (ii) prescribe, amend and rescind rules and regulations relating to the Company Plan, and (iii) make all other determinations deemed necessary or advisable for the administration of the Company Plan. View More

Severability. Should any portion of this Agreement be declared or determined to be illegal, invalid, or unenforceable, the validity of the remaining parts, terms, or provisions shall not be affected thereby and said illegal, invalid, or unenforceable part, term, or provision shall be deemed not to be a part of this Agreement.

Severability. If any clause or provision of this Agreement is illegal, invalid, or unenforceable under present or future laws, then the remainder of this Agreement shall not be affected thereby and in lieu of such clause or provision, there shall be added as a part of this Agreement a clause or provision as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable. 4 14. Miscellaneous. This Agreement constitutes the entire agreement... and understanding between the Employee and the Company concerning the Employee's continued employment by the Company and his retirement and resignation. Effective January 1, 2013, this Agreement will supersede all prior understandings, representations or agreements (including without limitation the terms of a certain employment agreement dated December 23, 1998, as amended), whether oral or written, concerning this Agreement and Employee's employment by the Company. This Agreement may not be modified or amended except by a written instrument duly executed by each of the parties hereto. View More

Severability. If any term or other provision of this Commitment Letter is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Commitment Letter shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable... of being enforced, the Parties shall negotiate in good faith to modify this Commitment Letter so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. View More

Severability. In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Severability. If any provision of this Agreement as applied to any party or to any circumstance shall be adjudged to be illegal, invalid or unenforceable for any reason, such illegality, invalidity or unenforceablility shall not affect the validity or enforceability of the remainder of this Agreement, provided that Lender may elect to specifically enforce the provisions of this Agreement remaining in effect or to rescind this Agreement in its entirety. Upon rescission of this Agreement, the Loan Documents and... all of the Lender's rights under them shall be reinstated in their entirety and shall be deemed to have been in effect throughout the period of time during which this Agreement may have been effective. View More

Severability. If any provision of this Agreement is held or deemed to be invalid, inoperative or unenforceable, the remaining provisions herein contained will nonetheless continue to be valid, operative and enforceable as though the invalid, inoperative or unenforceable provision had not been included in this Agreement. 11. INTEGRATION 11.1. This Agreement contains the entire agreement between the Parties hereto and constitutes the complete, final and exclusive embodiment of their agreement with respect to th...e subject matter contained herein, and shall inure to the benefit of the Parties hereto and their respective assigns, heirs, and successors-in-interest. View More