Exhibit 10.2(b)
WAIVER NO. 3 AND CONSENT ▇▇. ▇
▇▇▇▇▇▇ ▇▇. ▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇, dated as of June 30, 1999 (this
"Waiver"), to the Fourth Amended and Restated Credit Agreement, dated as of
December 21, 1998, by and among Insight Communications Company, L.P., the
Lenders party thereto, CIBC Inc. and Fleet Bank, N.A., as Co-Agents, and The
Bank of New York, as Agent and as Issuing Bank (as amended, supplemented and
otherwise modified from time to time, the "Credit Agreement").
RECITALS
Capitalized terms used herein and not defined herein shall have the
meanings assigned to such terms in the Credit Agreement.
The Borrower was in default of its obligations under Section 7.11(c)
of the Credit Agreement during the period from and including April 1, 1999,
through and including June 30, 1999 (the "7.11(c) Default"). The Borrower has
requested that the Agent agree to waive the 7.11(c) Default and any Event of
Default arising solely therefrom.
The Borrower has also requested the consent of the Agent to allow the
Leverage Ratio to exceed the maximum permitted levels therefor set forth in
Section 7.11(c).
The Agent is willing to agree to the waiver and grant the consent
referred to above.
Accordingly, in consideration of the Recitals and the terms and
conditions hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
Borrower and the Agent agree as follows:
The Agent waives the 7.11(c) Default and any Event of Default arising
solely therefrom.
The Agent agrees that during the period commencing on July 1, 1999 and
ending on August 9, 1999, the Leverage Ratio may exceed the maximum permitted
levels therefor set forth in Section 7.11(c), provided that the Leverage Ratio
does not exceed 7.25:1.00 during such period.
Paragraphs 1 and 2 hereof shall not be effective until such time as
Required Lenders and each of the Guarantors shall have consented hereto in
writing.
The Borrower hereby (a) reaffirms and admits the validity and
enforceability of each Loan Document and all of its obligations thereunder, (b)
agrees and admits that it has no defense to or offset against any such
obligation, and (c) represents and warrants that, as of the date of the
execution and delivery hereof by the Borrower and assuming the effectiveness of
all of the provisions of this Waiver, no Event of Default has occurred and is
continuing, and that each of the representations and warranties made by it in
the Credit Agreement is true and correct in all material respects with the same
effect as though such representation and warranty had been made on such date,
except to the extent such representations and warranties specifically relate to
an
Waiver No. 3 and Consent No. 1 - Insight Communications Company, L.P.
earlier date, in which case such representations and warranties shall have been
true and correct on and as of such earlier date.
In all other respects, the Loan Documents shall remain in full force
and effect, and no waiver or consent in respect of any term or condition of any
Loan Document shall be deemed to be a waiver or consent in respect of any other
term or condition contained in any Loan Document.
This Waiver may be executed in any number of counterparts all of
which, when taken together, shall constitute one agreement. In making proof of
this Waiver, it shall only be necessary to produce the counterpart executed and
delivered by the party to be charged.
THIS WAIVER IS BEING EXECUTED AND DELIVERED IN, AND IS INTENDED TO BE
PERFORMED IN, THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCEABLE IN
ACCORDANCE WITH, AND BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
INSIGHT COMMUNICATIONS COMPANY, L.P.
By: ICC ASSOCIATES, L.P.,
the sole general partner thereof
By: INSIGHT COMMUNICATIONS, INC.,
the sole general partner thereof
By:
Name:
Title:
2
Waiver No. 3 and Consent No. 1 - Insight Communications Company, L.P.
THE BANK OF NEW YORK,
individually, as Issuing Bank and as Agent
By:
Name:
Title:
3
Waiver No. 3 and Consent No. 1 - Insight Communications Company, L.P.
CIBC INC.,
individually and as Co-Agent
By:
Name:
Title: Executive Director,
CIBC ▇▇▇▇▇▇▇▇▇▇▇ Corp.,
As Agent
4
Waiver No. 3 and Consent No. 1 - Insight Communications Company, L.P.
FLEET BANK, N.A.,
individually and as Co-Agent
By:
Name:
Title:
5
Waiver No. 3 and Consent No. 1 - Insight Communications Company, L.P.
BANK OF MONTREAL
By:
Name:
Title:
6
Waiver No. 3 and Consent No. 1 - Insight Communications Company, L.P.
BANKBOSTON, N.A.
By:
Name:
Title:
7
Waiver No. 3 and Consent No. 1 - Insight Communications Company, L.P.
PNC BANK, NATIONAL ASSOCIATION
By:
Name:
Title:
8
Waiver No. 3 and Consent No. 1 - Insight Communications Company, L.P.
BANKERS TRUST COMPANY
By:
Name:
Title:
9
Waiver No. 3 and Consent No. 1 - Insight Communications Company, L.P.
acknowledged and consented to:
INSIGHT FINANCE CORPORATION
By:
Name:
Title:
INSIGHT HOLDINGS OF OHIO, LLC
By:
Name:
Title:
10
