accuracy of such representations and warranties in entering into this Agreement
and consummating the transactions contemplated herein.
4.3.3. All proceedings taken in connection with this Amendment and
all documents and papers relating thereto shall be satisfactory to the
Purchasers and their special counsel. The Purchasers and their special counsel
shall have received copies of such documents and papers as they may reasonably
request in connection therewith, all in form and substance satisfactory to the
Purchasers and their special counsel.
4.4. Except as amended hereby, the Telecable Agreements remain
unchanged and, as amended hereby, the Telecable Agreements remain in full force
and effect. The Company hereby reaffirms all of its obligations and undertakings
under the Telecable Agreements as amended hereby, and the Notes (as such term is
defined in the Note Purchase Agreement), as amended hereby. All references to
the Note Purchase Agreement, the 11.56% Series A Subordinated Notes (as defined
in the Note Purchase Agreement) and the 11.56% Series B Subordinated Notes (as
defined in the Note Purchase Agreement) shall mean the Note Purchase Agreement
and such Notes as amended to date and by this Agreement.
4.5. This Amendment may be executed in multiple counterparts, each
of which shall be deemed an original and all of which shall constitute an
agreement, notwithstanding that all of the parties are not signatories on the
same date or the same counterpart. A signature page may be detached from one
counterpart when executed and attached to another counterpart.
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