Exhibit 10.2
MONITRONICS INTERNATIONAL,
INC.
W AIVER A GREEMENT
Dated as of March 28,
2006
As To
SUBORDINATED NOTE AND WARRANT
PURCHASE AGREEMENT
Dated as of January 18, 2002
Re: 14.5% Subordinated Notes due
March 1, 2010
and
Warrants
1
W AIVER A GREEMENT
This Waiver Agreement (the
“Agreement”) dated as of March 28, 2006 is made by
and between Monitronics International, Inc. (the
“Company”) and The Northwestern Mutual Life Insurance
Company (“NML”).
RECITALS
:
A. The Company and NML have entered
into a Subordinated Note and Warrant Purchase Agreement dated as of
January 18, 2002 (as amended, the “Purchase
Agreement;” terms defined in the Purchase Agreement which are
used herein shall have the same meaning as are set forth in the
Purchase Agreement for such terms unless otherwise defined
herein).
B. The Company has requested that
NML waive certain provisions of the Purchase Agreement and NML is
willing to grant such a waiver, but only on the terms set forth in
this Agreement.
AGREEMENT
:
In consideration of the recitals set
forth above, the terms contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
1. Waiver.
NML hereby waives the
Company’s obligations under Section 7.02(k) of the
Purchase Agreement to limit the amount of Capital Expenditures made
by the Company and its Subsidiaries during the Company’s
fiscal year ending June 30, 2006 provided that the aggregate
amount of Capital Expenditures made by the Company and its
Subsidiaries during the Company’s fiscal year ending
June 30, 2006 does not exceed $6,500,000 and the Company may
carry forward any permitted but unused Capital Expenditures from
the fiscal year ended June 30, 2006 to the fiscal year ended
June 30, 2007.
2. Consent.
The retirement of James R. Hull as
Chief Executive Officer and President of the Company without the
appointment of a replacement within 120 days who is satisfactory to
NML in its reasonable judgment would constitute a Change in Control
resulting in the obligation of the Company to make an offer to
prepay the Notes under Section 2.06(a) of the
Purcha
