EXHIBIT 10.1
AMENDMENT NO. 2 TO CREDIT AGREEMENT
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AMENDMENT NO. 2, dated as of June 6, 2002 (this "Amendment"), to and under
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the Credit Agreement, dated as of January 5, 2001, among Insight Midwest
Holdings, LLC, the Lenders party thereto, Bank of America, N.A. and TD
Securities (USA), Inc., as Co-Syndication Agents, Fleet National Bank, as
Documentation Agent, and The Bank of New York, as Administrative Agent (as
amended, supplemented, or otherwise modified, the "Credit Agreement"), as
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amended by Amendment No. 1 to Credit Agreement and Amendment No. 1 to Guarantee
Agreement, dated as of April 18, 2002.
RECITALS
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A. Capitalized terms used herein that are defined in the Credit Agreement
shall have the same meanings as therein defined.
B. The Borrower has requested that the Administrative Agent agree to amend
the Credit Agreement and the Guarantee Agreement as described below and the
Administrative Agent is willing to so agree subject to the terms and conditions
contained in this Amendment.
Accordingly, in consideration of the Recitals and the covenants, conditions
and agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
Borrower and the Administrative Agent hereby agree as follows:
1. Section 1.1 of the Credit Agreement is hereby amended by adding the
following defined terms in the appropriate alphabetical order:
"Amendment No. 2" means Amendment No. 2 to Credit Agreement and
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Amendment No. 2 to Guarantee Agreement, dated as of June 6, 2002.
2. The defined term "Designated Holding Company Debt" contained in Section
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1.1 of the Credit Agreement is hereby amended by amending and restating the last
sentence thereof:
All of the Indebtedness referred to in paragraph 4(b)(i) of Amendment No.
2, and the Parent Loan, shall each constitute Designated Holding Company
Debt.
3. Subsection (h) of Section 7.8 of the Credit Agreement is hereby amended
and restated in its entirety as follows:
(h) the Borrower may make one or more Restricted Payments (i) to the
Parent in an aggregate amount not to exceed the outstanding principal
balance of, and capitalized or accrued and unpaid interest from time to
time on, the Parent Loan, provided that immediately before and after giving
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effect to each such Restricted Payment, no Default shall be in existence or
would result therefrom, and (ii) for any purpose, provided that immediately
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before and after giving effect to each such Restricted Payment (a) no
Default shall be in existence or would result therefrom, and (b) the
Leverage Ratio shall and would be less than 3.25:1.00.
4. Paragraphs 1 through 3 above shall not be effective until such time, if
any, as each of the following shall have occurred, provided that each of the
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following shall have occurred on or before December 31, 2002:
(a) the Administrative Agent (or its counsel) shall have received from
the Issuing Bank, Required Lenders and each of the Loan Parties either (i)
a counterpart of this Amendment signed on behalf of such Person or (ii)
written evidence satisfactory to the Administrative Agent (which may
include facsimile transmission of a signed signature page of this
Amendment) that such Person has signed a counterpart of this Amendment,
(b) the Administrative Agent shall have received a certificate signed
by a Financial Officer of each of the Parent and the Borrower, (i)
acknowledging the Parent's receipt on or after June 1, 2002 of cash
proceeds, in an aggregate amount not less than $175,000,000 (less any
related fees and expenses, the "Net Debt Proceeds")), arising from the
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issuance of unsecured Indebtedness by the Parent, and (ii) acknowledging
the Borrower's receipt, simultaneously with or immediately following the
Parent's receipt of such cash proceeds, of an additional capital
contribution from the Parent, in cash, in an amount not less than the Net
Debt Proceeds, and
(c) the Administrative Agent shall have received all fees and
expenses, if any, that the Loan Parties shall have agreed in writing to pay
to the Administrative Agent in connection with this Amendment, together
with all reasonable fees and disbursements of counsel to the Administrative
Agent to extent invoiced.
5. Each of the Loan Parties hereby (i) reaffirms and admits the validity
and enforceability of each Loan Document to which it is a party and its
obligations thereunder, and agrees and admits that it has no defense to or
offset against any such obligation, and (ii) represents and warrants that, as of
the date hereof, (a) it is in compliance with all of the terms, covenants and
conditions of each Loan Document to which it is a party, (b) there exists no
Default and (c) the representations and warranties made by it in the Loan
Documents are true and correct with the same effect as though such
representations and warranties had been made on the date hereof.
6. This Amendment may be executed in counterparts (and by different parties
hereto on different counterparts), each of which shall constitute an original,
but all of which, when taken together, shall constitute but one contract.
Delivery of an executed counterpart of a signature page of this Amendment by
facsimile transmission shall be effective as delivery of a manually executed
counterpart of this Amendment.
7. The Credit Agreement, the Guarantee Agreement and the other Loan
Documents shall in all other respects remain in full force and effect, and no
amendment, consent, waiver, or other modification herein in respect of any term
or condition of any Loan Document shall be
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deemed to be an amendment, consent, waiver, or other modification in respect of
any other term or condition of any Loan Document.
8. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.
[SIGNATURE PAGES FOLLOW]
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INSIGHT MIDWEST HOLDINGS, LLC
AMENDMENT NO. 2 TO CREDIT AGREEMENT
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
INSIGHT MIDWEST HOLDINGS, LLC
By: Insight Midwest L.P., its sole member
By: Insight Communications Company, L.P., its sole
general partner
By: Insight Communications Company, Inc., its sole
general partner
By:
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Name:
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Title:
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CONSENTED AND AGREED TO:
INSIGHT MIDWEST L.P.
By: Insight Communications Company L.P., its
sole general partner
By: Insight Communications Company Inc., its
sole general partner
By:
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Name:
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Title:
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INSIGHT MIDWEST HOLDINGS, LLC
AMENDMENT NO. 2 TO CREDIT AGREEMENT
CONSENTED AND AGREED TO:
INSIGHT COMMUNICATIONS MIDWEST, LLC
By: Insight Midwest Holdings, LLC, its sole member
By: Insight Midwest L.P., its sole member
By: Insight Communications Company, L.P., its sole general
partner
By: Insight Communications Company, Inc., its sole general
partner
By:
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Name:
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Title:
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CONSENTED AND AGREED TO:
INSIGHT COMMUNICATIONS OF KENTUCKY, L.P.
By: Insight Midwest Holdings, LLC, its general
partner
By: Insight Midwest, L.P., its sole member
By: Insight Communications Company, L.P., its
general partner
By: Insight Communications Company, Inc., its
general partner
By:
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Name:
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Title:
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INSIGHT MIDWEST HOLDINGS, LLC
AMENDMENT NO. 2 TO CREDIT AGREEMENT
CONSENTED AND AGREED TO:
INSIGHT KENTUCKY PARTNERS I, L.P.
By: Insight Communications of Kentucky, L.P.,
its general partner
By: Insight Midwest Holdings, LLC, its general
partner
By: Insight Midwest, L.P., its sole member
By: Insight Communications Company, L.P., its
general partner
By: Insight Communications Company, Inc., its
general partner
By:
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Name:
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Title:
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CONSENTED AND AGREED TO:
INSIGHT KENTUCKY PARTNERS II, L.P.
By: Insight Kentucky Partners I, L.P., its general
partner
By: Insight Communications of Kentucky, L.P., its
general partner
By: Insight Midwest Holdings, LLC, its general
partner
By: Insight Midwest L.P., its sole member
By: Insight Communications Company, L.P., its
sole general partner
By: Insight Communications Company, Inc., its
sole general partner
By:
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Name:
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Title:
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INSIGHT MIDWEST HOLDINGS, LLC
AMENDMENT NO. 2 TO CREDIT AGREEMENT
THE BANK OF NEW YORK, individually,
as Issuing Bank and as Administrative Agent
By:
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Name:
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Title:
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INSIGHT MIDWEST HOLDINGS, LLC
AMENDMENT NO. 2 TO CREDIT AGREEMENT
CONSENTED AND AGREED TO:
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By:
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Name:
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Title:
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