AMENDMENT NO. 1 TO CREDIT AGREEMENT and AMENDMENT NO. 1 TO GUARANTEEAGREEMENT

Exhibit 10.2A

AMENDMENT NO. 1 TO CREDIT AGREEMENT
and
AMENDMENT NO. 1 TO GUARANTEE AGREEMENT

          AMENDMENT NO. 1, dated as of April 18, 2002 (this “Amendment”), to and under (i) 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”), and (ii) the Guarantee Agreement (as defined in the Credit Agreement).

RECITALS

          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:

          2.          The defined term “Designated Holding Company Debt” contained in Section 1.1 of the Credit Agreement is hereby amended by adding the following sentence to the end thereof:

                       The Parent Loan shall constitute Designated Holding Company Debt.

          3.          The defined term “Consolidated Pro Forma Interest Expense” contained in Section 1.1 of the Credit Agreement is hereby amended by deleting the parenthetical phrase

“(other than any non-cash portion thereof)” in both places in which such phrase appears and inserting the following in its place:

          4.          Each of subsections (d), (g) and (h) of Section 7.8 of the Credit Agreement is hereby amended and restated in the form of the following paragraph bearing the same designation:

          5.          Section 7.9 of the Credit Agreement is hereby amended by adding the following phrase immediately before the period at the end of such Section:

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          6.          Section 7.14 of the Credit Agreement is hereby amended and restated in its entirety as follows:

                       Section 7.14     Leverage Ratio

          7.          The Credit Agreement is further amended by adding thereto a new Exhibit J in the form of Exhibit J to this Amendment.

          8.          Section 10 of the Guarantee Agreement is hereby amended by adding the following to the end of such Section:

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          9.          Paragraphs 1 through 8 above shall not be effective until such time, if any, as each of the following shall have occurred, provided that each of the following shall have occurred on or before May 15, 2002:

          10.          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.

          11.          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.

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          12.          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 deemed to be an amendment, consent, waiver, or other modification in respect of any other term or condition of any Loan Document.

          13.          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. 1 TO CREDIT AGREEMENT
and
AMENDMENT NO.1 TO GUARANTEE AGREEMENT

               IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 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
AMENDMENT NO.1 TO CREDIT AGREEMENT
and
AMENDMENT NO.1 TO GUARANTEE AGREEMENT

INSIGHT MIDWEST HOLDINGS, LLC
AMENDMENT NO.1 TO CREDIT AGREEMENT
and
AMENDMENT NO.1 TO GUARANTEE AGREEMENT

INSIGHT MIDWEST HOLDINGS, LLC
AMENDMENT NO.1 TO CREDIT AGREEMENT
and
AMENDMENT NO.1 TO GUARANTEE AGREEMENT

INSIGHT MIDWEST HOLDINGS, LLC
AMENDMENT NO.1 TO CREDIT AGREEMENT
and
AMENDMENT NO.1 TO GUARANTEE AGREEMENT

Exhibit J

INSIGHT MIDWEST HOLDINGS, LLC
AMENDMENT NO.1 TO CREDIT AGREEMENT
and
AMENDMENT NO.1 TO GUARANTEE AGREEMENT

PROMISSORY NOTE

               FOR VALUE RECEIVED, the undersigned, Insight Midwest, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to the order of Insight Communications Company, Inc., a Delaware corporation (the “ Lender”), the aggregate principal amount of $100,000,000 (the “Loan”), and to pay interest from the date hereof on the principal balance of the Loan from time to time outstanding at a rate per annum equal to 9%, compounded semi-annually, at the office of the Lender located at 810 Seventh Avenue, New York, New York, or at such other place as the Lender may specify from time to time, in lawful money of the United States of America in immediately available funds, with the unpaid principal balance of the Loan and accrued and unpaid interest under this Note to be paid on January 31, 2011. Interest will be computed on the basis of a year of 360 days.

               This Note may be prepaid in whole or in part at any time without premium or penalty.  All payments on this Note will be applied first to any unpaid interest accrued at the time of payment (including compounded interest) and then to principal.  Any payment received after 11:30 a.m., New York City time will be deemed to have been received on the next succeeding business day for purposes of calculating interest under this Note.

               The Borrower hereby waives presentment, demand, notice of dishonor, protest, notice of protest and all other demands, protests and notices in connection with the execution, delivery, performance, collection and enforcement of this Note. 

               Whenever in this Note either party hereto is referred to, such reference shall be deemed to include the successors and assigns of such party.  The Borrower shall not have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void), except as expressly permitted in writing by the Lender.  No failure or delay of the Lender in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  Neither this Note nor any provision hereof may be waived, amended or modified, nor shall any departure therefrom be consented to, except pursuant to a written agreement with respect to which such waiver, amendment, modification or consent is to apply, entered into between the Borrower and the Lender.

               THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

               THE BORROWER, AND BY ACCEPTING THIS NOTE, THE LENDER, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION

INSIGHT MIDWEST HOLDINGS, LLC
AMENDMENT NO.1 TO CREDIT AGREEMENT
and
AMENDMENT NO.1 TO GUARANTEE AGREEMENT

DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE.  THE BORROWER (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT SUCH LENDER HAS BEEN INDUCED TO ACCEPT THIS NOTE AND ENTER INTO THE LOAN DOCUMENTS TO WHICH IT IS A PARTY BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

               IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above.