**Exhibit 10.2**
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MONITRONICS INTERNATIONAL, INC.

 

 

________________________

 

WAIVERAGREEMENT

Dated as of March 29,2007

As To

SUBORDINATED NOTE ANDWARRANT PURCHASE AGREEMENTDated as of January 18, 2002

 

________________________

 

Re:  14.5% Subordinated Notes due March 1, 2010andWarrants

 

 

 

 
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**WAIVER AGREEMENT**

This Waiver Agreement (the “Agreement”) dated as ofMarch 29, 2007 is made by and between Monitronics International, Inc. (the “Company”)and The Northwestern Mutual Life Insurance Company (“NML”).

**RECITALS**:

A.            TheCompany and NML have entered into a Subordinated Note and Warrant PurchaseAgreement dated as of January 18, 2002 (as amended, the “Purchase Agreement;”terms defined in the Purchase Agreement which are used herein shall have thesame meaning as are set forth in the Purchase Agreement for such terms unlessotherwise defined herein).

B.            TheCompany has requested that NML waive certain provisions of the PurchaseAgreement and NML is willing to grant such a waiver, but only on the terms setforth in this Agreement.

**AGREEMENT**:

In consideration of the recitals set forth above, theterms contained herein, and other good and valuable consideration, the receiptand sufficiency of which are hereby acknowledged, the parties hereto agree asfollows:

**1.             Waiver.**  NML hereby waives the Company’s obligationsunder Section 7.02(k) of the Purchase Agreement to limit the amount of CapitalExpenditures made by the Company and its Subsidiaries during the Company’sfiscal year ending June 30, 2007, provided that the aggregate amount of CapitalExpenditures made by the Company and its Subsidiaries during the Company’sfiscal year ending June 30, 2007 does not exceed $8,500,000 and the Company maycarry forward any permitted but unused Capital Expenditures from the fiscalyear ended June 30, 2007 to the fiscal year ended June 30, 2008.

**2.             Representationsand Warranties.**  TheCompany represents and warrants that: (A) the execution and delivery by theCompany of this Agreement (1) are within its corporate powers, (2) have beenduly authorized, (3) are not in contravention of the terms of its constitutivedocuments, or of any contract, instrument, indenture or other agreement orundertaking to which it is a party or by which it or any of its property isbound or any law, judgment, decree or order applicable to it, and (4) do notrequire any governmental consent, registration or approval or any filing withor notice to any governmental entity or other third party; (B) this Agreement,and the Purchase Agreement as modified hereby, constitute the legal, valid andbinding obligation of the Company, enforceable against the Company inaccordance with their respective terms, except as such enforceability may belimited by (1) bankruptcy, insolvency, reorganization or other similar lawsaffecting the enforcement of creditors’ rights generally and (2) generalprinciples of equity (regardless of whether such enforceability is consideredin a proceeding in equity or at law); (C) since June 30, 2006, there has beenno change in the assets or liabilities or in the financial or other conditionof the Company or any of 

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its Subsidiaries that could reasonably be expected tohave a Material Adverse Effect; and (D) as of the date hereof (and, aftergiving effect hereto) there exists no Default or Event of Default.

**4.             Miscellaneous.**

**4A.          Ratification.**  The Company each hereby ratifies, approvesand reaffirms the provisions set forth in the Purchase Agreement, and, exceptas expressly modified hereby, the Purchase Agreement remains in full force andeffect.

**4B.          NoFurther Waiver.**  Exceptas specifically stated herein, the execution, delivery and effectiveness ofthis Agreement shall not operate as a waiver of any right, power or remedy ofNML, nor constitute an amendment or waiver of, or consent to any departurefrom, any provision of the Purchase Agreement or any other document, instrumentor agreement executed or delivered in connection therewith.

**4C.          Fees.**  The Company agrees to pay on demand all costsand expenses of NML in connection with the preparation, execution and deliveryof this Agreement and any and all other instruments and documents deliveredhereunder.

**4D.          GoverningLaw.**  This Agreementshall be construed and enforced in accordance with, and the rights of theparties shall be governed by, the law of the State of New York.

**4E.          Headings.**  Section headings in this Agreement areincluded herein for convenience of reference only and shall not constitute apart of this Agreement for any other purpose.

**4F.          Counterparts.**  This Agreement may be executed by one or moreof the parties to this Agreement on any number of separate counterparts and allof said counterparts taken together shall be deemed to constitute one and thesame instrument. Delivery by any party of telecopied copies of executedcounterparts hereof shall constitute execution and delivery hereof by suchparty.

**[Signaturepage follows]**

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**INWITNESS WHEREOF**, this Agreement has been duly executed as ofthe day and year first above written.
|        | MONITRONICS INTERNATIONAL, INC. |
|--------|---------------------------------|
|   |                            |   |   |
|   |                            |   |   |
|   | By:                             |   | /s/ Stephen M. Hedrick |
|   |                            | Name: Stephen M.  Hedrick |
|   |                            | Title: Vice  President - Finance |
|   |                            |   |
|   |                            |   |
|   | THE NORTHWESTERN  MUTUAL LIFE   |
|   | INSURANCE  COMPANY              |
|   |                            |   |   |
|   |                            |   |   |
|   | By:                             |   | /s/ Mark Kishler |
|   |                            | Name: Mark  Kishler |
|   |                            | Title: Its  Authorized Representative |
|   |                            |   |

 

[Signature Page to WaiverAgreement]

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