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LBI Media, Inc. And LBI Media Holdings, Inc. Announce Amendments To Private Exchange Offers And Solicitation Of Consents And Extension Of The Expiration Date Of Private Exchange Offers And Solicitation Of Consents

BURBANK, Calif., Nov. 2, 2012 /PRNewswire/ -- LBI Media, Inc. (" Media") and LBI Media Holdings, Inc. (" Holdings" and together with Media, the " Companies") announced today that they have amended certain terms of their previously announced private exchanges offers (the " Exchange Offers") and solicitation of consents (the " Exchange Offers Consents"), with respect to Media's 8½% senior subordinated notes due 2017 (the " Old Senior Subordinated Notes") and Holdings' 11% senior discount notes due 2013 (the " Discount Notes", and together with the Old Senior Subordinated Notes, the " Old Notes") and extended the expiration date for the Exchange Offers and solicitation of Exchange Offers Consents to 5 p.m., New York City time, on November 13, 2012.

The terms of the Exchange Offers and solicitation of Exchange Offers Consents were initially described in a confidential offering memorandum and consent solicitation statement, dated July 17, 2012 (the " Initial Offering Memorandum").  The Initial Offering Memorandum was supplemented by the Supplement to the Confidential Offering Memorandum and Consent Solicitation Statement dated July 24, 2012, the Second Supplement to the Confidential Offering Memorandum and Consent Solicitation Statement dated October 12, 2012 (the " Second Supplement"), the Third Supplement to the Confidential Offering Memorandum and Consent Solicitation Statement dated October 18, 2012, the Fourth Supplement to the Confidential Offering Memorandum and Consent Solicitation Statement dated October 26, 2012, and the press releases issued by Media or Media and Holdings on August 14, 2012, August 30, 2012, September 21, 2012, September 28, 2012, October 5, 2012, October 12, 2012, and October 26, 2012 (the " Prior Supplements").  The amended terms of the Exchange Offers and solicitation of Exchange Offers Consents are more fully described in a Fifth Supplement to the Confidential Offering Memorandum and Consent Solicitation (the " Offering Memorandum Supplement"), dated November 2, 2012 (the Initial Offering Memorandum as supplemented by the Prior Supplements and the Offering Memorandum Supplement, the " Offering Memorandum").  Copies of the Offering Memorandum Supplement will be delivered to eligible holders of Old Senior Subordinated Notes and Discount Notes.

Old Notes may still be tendered and Exchange Offers Consents may still be delivered until 5 p.m., New York City time, on November 13, 2012 unless the Exchange Offers or solicitation of Exchange Offers Consents is terminated or withdrawn earlier, or unless the Exchange Offers or solicitation of Exchange Offers Consents is further extended.  In addition, the Companies have the right to amend, terminate or withdraw any of the Exchange Offers or solicitation of Exchange Offers Consents, at any time and for any reason, including if any of the conditions to the Exchange Offers or solicitation of Exchange Offers Consents are not satisfied. 

The Withdrawal Deadline (as defined in the Offering Memorandum) for the Exchange Offers and solicitation of Exchange Offers Consents has also been extended until 5 p.m., New York City time, on November 13, 2012.

The Companies have also determined that all holders that have validly tendered or validly tender and do not withdraw their Old Notes prior to 4:59 p.m., New York City time, on November 13, 2012 (the " Early Tender Date") will be entitled to receive the Total Consideration. 

The Companies have also revised the General Conditions (as defined in the Offering Memorandum) for the Exchange Offers and solicitation of Exchange Offers Consents.  The definition of "General Conditions" previously included a condition that at least 90% of the aggregate principal amount of the Discount Notes not held by Holdings were validly tendered and accepted in the Exchange Offers.  The Companies have now revised the definition of "General Conditions" to remove that condition and the Exchange Offers and solicitation of Exchange Offers Consents are now conditioned on the valid tender and acceptance of at least a majority of the aggregate principal amount of the Discount Notes entitled to vote and consent to the proposed amendments to the indenture governing the Discount Notes in the solicitation of Exchange Offers Consents.  Notwithstanding this revision to the General Conditions, as described in the Second Supplement, if the Exchange Offers are consummated, Media's and its subsidiaries' ability to make payments to Holdings in order for Holdings to redeem, repurchase, satisfy and discharge, defease, retire for value or otherwise acquire any Discount Notes (other than Discount Notes held by Holdings) will be limited to no more than 10% of the principal amount of the Discount Notes outstanding immediately prior to the closing of the Exchange Offers (excluding Discount Notes held by Holdings or its affiliates or any directors, officers, stockholders and other affiliates of Media or Holdings) plus payment of any related interest, premium, fees, costs, expense and other amounts owing thereunder with respect thereto.  This limitation is described in full in the Second Supplement.

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