0001104659-06-066535 Sample Contracts

GUARANTEE AGREEMENT
Guarantee Agreement • October 13th, 2006 • Insight Communications Co Inc • Cable & other pay television services • New York

GUARANTEE AGREEMENT, dated as of October 6, 2006, among INSIGHT MIDWEST, L.P., a Delaware limited partnership (the “Parent”), INSIGHT MIDWEST HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), each of the subsidiaries of the Borrower listed on Schedule I hereto (each such subsidiary, individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”; the Parent and the Subsidiary Guarantors are sometimes referred to collectively herein as the “Guarantors”), and THE BANK OF NEW YORK, as administrative agent under the Credit Agreement referred to in the next paragraph acting on behalf of the Secured Parties (as defined in such Credit Agreement).

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CREDIT AGREEMENT dated as of October 6, 2006 among INSIGHT MIDWEST HOLDINGS, LLC, as Borrower, The Lenders Party Hereto, J.P. MORGAN SECURITIES INC., and BANK OF AMERICA, N.A., as Co-Syndication Agents MORGAN STANLEY SENIOR FUNDING, INC., GENERAL...
Credit Agreement • October 13th, 2006 • Insight Communications Co Inc • Cable & other pay television services • New York

CREDIT AGREEMENT, dated as of October 6, 2006, among INSIGHT MIDWEST HOLDINGS, LLC, the LENDERS party hereto, J.P. MORGAN SECURITIES INC. and BANK OF AMERICA, N.A., as Co-Syndication Agents, MORGAN STANLEY SENIOR FUNDING, INC., GENERAL ELECTRIC CAPITAL CORPORATION, WACHOVIA BANK, NATIONAL ASSOCIATION and THE ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents, and THE BANK OF NEW YORK, as Administrative Agent.

SECURITY AGREEMENT
Security Agreement • October 13th, 2006 • Insight Communications Co Inc • Cable & other pay television services • New York

SECURITY AGREEMENT, dated as of October 6, 2006, among INSIGHT MIDWEST HOLDINGS, LLC, a Delaware limited liability company (the “Initial Borrower”), INSIGHT MIDWEST, L.P., a Delaware limited partnership (the “Initial Parent”), each of the subsidiaries of the Borrower (as defined below) listed on Schedule I or that becomes a party hereto, pursuant to Section 23 (each such subsidiary, individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, the Parent (as defined below) and the Borrower are referred to collectively herein as the “Grantors”), and THE BANK OF NEW YORK, as administrative agent under the Credit Agreement referred to in the next paragraph.

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