Exhibit 10.4
AMENDED AND RESTATED
OPERATING AGREEMENT OF
INSIGHT COMMUNICATIONS OF INDIANA, LLC
DATED AS OF
OCTOBER 1, 1999
TABLE OF CONTENTS
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Page
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ARTICLE 1 DEFINITIONS........................................... 1
1.1 Terms Defined in this Section......................... 1
1.2 Terms Defined Elsewhere in this Agreement............. 2
1.3 Terms Generally....................................... 3
ARTICLE 2 FORMATION AND PURPOSE................................. 3
2.1 Formation............................................. 3
2.2 Name 3
2.3 Principal and Registered Office....................... 4
2.4 Term 4
2.5 Purposes of Company................................... 4
2.6 Certificate........................................... 5
2.7 Address of the Member................................. 6
2.8 Foreign Qualification................................. 6
ARTICLE 3 COMPANY CAPITAL....................................... 6
3.1 Contributions......................................... 6
3.2 Return of Contributions............................... 6
ARTICLE 4 DISTRIBUTIONS; ALLOCATIONS OF PROFIT AND LOSS......... 6
4.1 Distributions of Cash................................. 6
4.2 Allocations of Net Profit and Net Loss................ 7
ARTICLE 5 AUTHORITY OF THE MEMBER;OTHER MATTERS AFFECTING MEMBER 7
5.1 Authority of Member................................... 7
5.2 Limited Liability..................................... 7
5.3 Return of Distributions of Capital.................... 7
ARTICLE 6 TRANSFER OF MEMBERSHIP INTERESTS...................... 7
6.1 Transferees........................................... 7
6.2 Other Consents and Requirements....................... 8
6.3 Assignment Not In Compliance.......................... 8
ARTICLE 7 DISSOLUTION AND LIQUIDATION OF COMPANY................ 9
7.1 Events of Dissolution................................. 9
7.2 Liquidation........................................... 9
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ARTICLE 8 INDEMNIFICATION........................ 10
8.1 General................................ 10
8.2 Exculpation............................ 10
8.3 Persons Entitled to Indemnity.......... 10
8.4 Procedure Agreements................... 11
ARTICLE 9 BOOKS, RECORDS, ACCOUNTING, AND REPORTS 11
9.1 Books and Records...................... 11
9.2 Other Filings.......................... 11
ARTICLE 10 AMENDMENTS AND WAIVERS................. 12
10.1 Amendments to Operating Agreement...... 12
10.2 Waivers................................ 12
ARTICLE 11 MISCELLANEOUS.......................... 12
11.1 General................................ 12
11.2 Notices, Etc........................... 12
11.3 No Third-Party Beneficiaries........... 12
11.4 Headings............................... 13
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AMENDED AND RESTATED
OPERATING AGREEMENT
OF
INSIGHT COMMUNICATIONS OF INDIANA, LLC
THIS AMENDED AND RESTATED OPERATING AGREEMENT OF INSIGHT COMMUNICATIONS OF
INDIANA, LLC is made and entered into as of October 1, 1999, by and between
INSIGHT COMMUNICATIONS OF INDIANA, LLC, a Delaware limited liability company,
and INSIGHT MIDWEST, L.P., a Delaware limited partnership, its sole member.
RECITALS
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A. Pursuant to the Contribution and Formation Agreement between Insight
Communications Company, L.P. ("Insight") and TCI of Indiana Holdings, LLC
("TCI") dated as of April 18, 1999 (the "Contribution Agreement"), Insight and
TCI contributed to Member all of their membership interests in the Company, with
the result that Insight Midwest is now the sole member of the Company.
B. Concurrently with the closing under the Contribution Agreement, the
parties hereto desire to amend and restate the Operating Agreement of the
Company dated as of May 14, 1998 in its entirety as set forth herein.
NOW, THEREFORE, the parties agree as follows:
ARTICLE 1
DEFINITIONS
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1.1 Terms Defined in this Section.
-----------------------------
For purposes of this Agreement, the following terms shall have the
following meanings (all terms used in this Agreement that are not defined in
this Section 1.1 shall have the meanings set forth elsewhere in this Agreement
as indicated in Section 1.2, except as otherwise provided in this Agreement):
"Act" means the Delaware Limited Liability Company Act.
"Agreement" means this Agreement, as it may be amended from time to time.
"Business Day" means any day (other than a day that is a Saturday or
Sunday) on which banks are permitted to be open for business in the State of New
York.
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"Certificate" means the certificate of formation filed with respect to the
Company pursuant to the Act.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time, and any subsequent federal law of similar import, and, to the extent
applicable, the Treasury Regulations.
"Company" means the limited liability company known as Insight
Communications of Indiana, LLC that was formed by TCI and Insight pursuant to an
Operating Agreement dated as of May 14, 1998 and is continued under this
Agreement.
"Fiscal Year" means the fiscal year of the Company, which shall be the
calendar year.
"Insight Midwest" means Insight Midwest, L.P., a Delaware limited
partnership.
"Insight Midwest Partnership Agreement" means the Limited Partnership
Agreement of Insight Midwest dated as of October 1, 1999.
"Member" means Insight Midwest in its capacity as the Member of the Company
or any other Person that succeeds to its Membership Interest and is admitted as
a Member in accordance with the provisions of this Agreement, and any additional
Person that is admitted as a Member in accordance with the provisions of this
Agreement.
"Membership Interest" means the entire ownership interest of the Member in
the Company at any particular time, including all of its rights and obligations
hereunder and under the Act.
"Person" means an individual, partnership, joint venture, association,
corporation, trust, estate, limited liability company, limited liability
partnership, or any other legal entity.
"Subsidiary" means, at any time, any Person that is controlled by the
Company at such time.
"Transferee" means any Person that acquires a Membership Interest from a
Member in accordance with the provisions of this Agreement.
1.2 Terms Defined Elsewhere in this Agreement.
-----------------------------------------
For purposes of this Agreement, the following terms have the meanings set
forth in the sections indicated:
Term Section
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Contribution Agreement Recital A
Indemnified Persons Section 8.1
Transfer Section 6.1(a)
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1.3 Terms Generally.
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The definitions in Section 1.1 and elsewhere in this Agreement shall apply
equally to both the singular and plural forms of the terms defined. Whenever
the context requires, any pronoun includes the corresponding masculine,
feminine, and neuter forms. The words "include," "includes," and "including"
are not limiting. Any reference in this Agreement to a "day" or number of
"days" (without the explicit qualification of "Business") shall be interpreted
as a reference to a calendar day or number of calendar days. If any action or
notice is to be taken or given on or by a particular calendar day, and such
calendar day is not a Business Day, then such action or notice shall be deferred
until, or may be taken or given on, the next Business Day.
ARTICLE 2
FORMATION AND PURPOSE
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2.1 Formation.
---------
The Company has been formed as a limited liability company pursuant to the
Act. The rights and liabilities of the Member shall be determined pursuant to
the Act and this Agreement. To the extent that the rights or obligations of the
Member are different by reason of any provision of this Agreement than they
would be in the absence of such provision, this Agreement shall, to the extent
permitted by the Act, control.
2.2 Name.
----
(a) The name of the Company is Insight Communications of Indiana, LLC.
Except as provided in Section 2.2(b), the business of the Company may be
conducted under that name or, upon compliance with applicable laws, any other
name that the Member deems appropriate or advisable. The Company shall file any
assumed name certificates and similar filings, and any amendments thereto, that
the Member considers appropriate or advisable. Such names and any trade or
service names, marks, emblems or logos used by the Company shall be exclusive
property of the Company and no Person shall have any right to use, and the
Member agrees not to use, any of said names, marks, emblems or logos other than
on behalf of the Company (other than any of the foregoing that incorporates the
name "Insight" or any variant thereof, which shall remain the exclusive property
of Insight Communications Company, L.P. and its affiliates and may be used by
Insight Communications Company, L.P. and its affiliates without limitation).
(b) The Company shall not conduct business under the name "Tele-
Communications, Inc.," "TCI," or any variation thereof without the approval of
TCI. The parties agree that "Communications" is not a variation of "Tele-
Communications, Inc." for purposes of this Section 2.2(b).
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2.3 Principal and Registered Office.
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The office required to be maintained by the Company in the State of
Delaware pursuant to Section 18-104 of the Act shall initially be located at
0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000. The resident
agent of the Company pursuant to Section 18-104 of the Act shall initially be
The Corporation Trust Company. The Company may, upon compliance with the
applicable provisions of the Act, change its principal office or resident agent
from time to time in the discretion of the Member. The principal office of the
Company shall be located at 000 X. 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at
such other place as the Member shall from time to time designate. The Company
may conduct business at such additional places as the Member shall deem
advisable.
2.4 Term.
----
The term of the Company commenced when the Certificate was filed with the
Secretary of State of Delaware, and shall continue until October 1, 2011, unless
sooner terminated as provided in this Agreement.
2.5 Purposes of Company.
-------------------
The purposes of the Company are:
(a) to engage in the business, directly or indirectly through
interests in one or more Subsidiaries, of acquiring, developing, owning,
operating, managing, and selling cable television systems in the State of
Indiana and in the Commonwealth of Kentucky;
(b) to acquire, develop, own, operate, manage, and sell additional
cable television systems in the State of Indiana and the Commonwealth of
Kentucky and such other States as the Member may determine;
(c) to acquire, develop, own, operate, manage, and sell, or invest in,
businesses related to and ancillary to the ownership and operation of the cable
television systems referred to above (including, but not limited to, high speed
data service, Internet access, telephony services and other telephony-related
investments or businesses, and video wireless services and wireless
communications services and other wireless-related investments or businesses but
not including multipoint distribution systems ("MDS"), multichannel multipoint
distribution systems ("MMDS"), direct-to-home satellite systems ("DTH") or
Internet Backbone Services (as defined in the Insight Midwest Partnership
Agreement), it being agreed that the use of IP technology to provide telephone,
fax, video, video conferencing, telecommuting, virtual private networks,
security and energy management services to subscribers of the Partnership's
cable television systems does not constitute engaging in an Internet Backbone
Service and, subject to Section 16.1(b) of the Insight Midwest Partnership
Agreement, is within the purposes of the Company;
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(d) to conduct other businesses as determined by the Member;
(e) in connection with the businesses described in Section 2.5(a)-(d),
to possess, transfer, mortgage, pledge, or otherwise deal in, and to exercise
all rights, powers, privileges, and other incidents of ownership or possession
with respect to securities or other assets held or owned by the Company, and to
hold securities or assets in the name of a nominee or nominees;
(f) in connection with the businesses described in Section 2.5(a)-(d),
to borrow or raise money, and from time to time to issue, accept, endorse, and
execute promissory notes, loan agreements, options, stock purchase agreements,
contracts, documents, checks, drafts, bills of exchange, warrants, bonds,
debentures, and other negotiable or non-negotiable instruments and evidences of
indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge, conveyance, or assignment in trust of, the
whole or any part of the property of the Company whether at the time owned or
thereafter acquired and to guarantee the obligations of others and to sell,
pledge, or otherwise dispose of such bonds or other obligations of the Company
for its purposes;
(g) in connection with the businesses described in Section 2.5(a)-(d),
to guarantee the obligations of others in connection with the purchase or
acquisition by the Company of securities or assets;
(h) to maintain an office or offices in such place or places as the
Member shall determine and in connection therewith to rent or acquire office
space, engage personnel, and do such other acts and things as may be necessary
or advisable in connection with the maintenance of such office, and on behalf of
and in the name of the Company to pay and incur reasonable expenses and
obligations for legal, accounting, investment advisory, consultative and
custodial services, and other reasonable expenses including taxes, travel,
insurance, rent, supplies, interest, salaries and wages of employees, and all
other reasonable costs and expenses incident to the operation of the Company;
(i) to form and own one or more corporations, trusts, partnerships or
other entities (but no entity so formed or owned, while it is a Subsidiary, may
do what the Company is prohibited by this Agreement from doing); and
(j) to own, lease, or otherwise acquire any and all assets and
services related to the foregoing purposes and to engage in such other
activities related either directly or indirectly to the foregoing purposes as
may be necessary, advisable, or appropriate, in the opinion of the Member, for
the promotion or conduct of the business of the Company.
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2.6 Certificate.
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The Member shall cause any amendment to the Certificate required under the
Act to be filed or recorded with the Secretary of State of Delaware and in any
other public office where filing or recording is required or is deemed by the
Member to be advisable.
2.7 Address of the Member.
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The address of the Member is 000 X. 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxxx X. Xxxxxx, Facsimile: (000) 000-0000.
2.8 Foreign Qualification.
---------------------
The Member shall take all necessary actions to cause the Company to be
authorized to conduct business legally in all appropriate jurisdictions,
including registration or qualification of the Company as a foreign limited
liability company in those jurisdictions that provide for registration or
qualification and the filing of a certificate of limited liability company in
the appropriate public offices of those jurisdictions that do not provide for
registration or qualification.
ARTICLE 3
COMPANY CAPITAL
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3.1 Contributions.
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The Member may make capital contributions to the Company as it deems
appropriate.
3.2 Return of Contributions.
-----------------------
The Member shall not have the right to demand a return of all or any part
of its Capital Contribution during the term of the Company, and any return of
the Capital Contribution of the Member shall be made solely from the assets of
the Company and only in accordance with the terms of this Agreement. No
interest shall be paid to the Member with respect to its Capital Contribution to
the Company.
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ARTICLE 4
DISTRIBUTIONS; ALLOCATIONS OF PROFIT AND LOSS
---------------------------------------------
4.1 Distributions of Cash.
---------------------
Distributions shall be made to the Member at the times and in the aggregate
amounts determined by the Member. Notwithstanding any other provision of this
Agreement to the contrary, no distribution shall be made that would render the
Company insolvent or which is prohibited by the Act.
4.2 Allocations of Net Profit and Net Loss.
--------------------------------------
Net profit and net loss for each Fiscal Year (or portion thereof) shall be
allocated to the Member.
ARTICLE 5
AUTHORITY OF THE MEMBER;
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OTHER MATTERS AFFECTING MEMBER
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5.1 Authority of Member.
-------------------
The business of the Company shall be managed by the Member pursuant to the
provisions of this Agreement. The Member shall have exclusive authority and
full discretion with respect to the management of the business of the Company
and the Subsidiaries. Notwithstanding the foregoing, Insight Midwest shall not
take any action with respect to the Company or Insight Midwest's Membership
Interest that requires the consent of the limited partner of Insight Midwest
pursuant to the Insight Midwest Partnership Agreement without first obtaining
such consent, including any Transfer of its Membership Interest.
5.2 Limited Liability.
-----------------
The Member shall not be bound by or personally liable for the expenses,
liabilities, or obligations of the Company. In no event shall the Member be
required to make up a deficiency in its Capital Account upon the dissolution and
termination of the Company.
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5.3 Return of Distributions of Capital.
----------------------------------
The Member may, under certain circumstances, be required by law to return
to the Company, for the benefit of the Company's creditors, amounts previously
distributed. The Member shall be obligated by this Agreement to pay those
distributions to or for the account of the Company or any creditor of the
Company. Any payment returned to the Company by the Member or made directly by
the Member to a creditor of the Company shall be deemed a Capital Contribution
by the Member.
ARTICLE 6
TRANSFER OF MEMBERSHIP INTERESTS
--------------------------------
6.1 Transferees.
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(a) No sale, assignment, transfer or other disposition (any or all of
the foregoing, a "Transfer") of a Membership Interest will be effective nor will
any purported Transferee become a Member or otherwise be entitled to any of
attributes of ownership of the Company purportedly Transferred unless such
Transfer is made in accordance with the provisions of this Article 7 and the
transferor and Transferee have complied with the following conditions:
(1) the transferor has executed and delivered to the Company a copy
of the assignment of the Membership Interest to Transferee in form and substance
satisfactory to the Company;
(2) the Transferee becomes a party to this Agreement, assumes all of
the obligations hereunder of its transferor and agrees to be bound by the terms
and conditions hereof in the same manner as the transferor.
(b) Upon compliance with Section 7.1(a), any Transferee shall be
substituted as a Member for, and shall enjoy the same rights and be subject to
the same obligations as, its predecessor as a Member hereunder.
(c) If there is a permitted Transfer of a Membership Interest under
this Agreement:
(1) A Transferee's percentage interest in the Company shall equal
the percentage interest transferred to it by the transferring Member; and
(2) A Transferee's Capital Account shall initially be equal to the
Capital Account balance transferred to it by the transferring Member.
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6.2 Other Consents and Requirements.
-------------------------------
Any Transfer must be in compliance with all requirements imposed by any
state securities administrator having jurisdiction over the Transfer and the
United States Securities and Exchange Commission.
6.3 Assignment Not In Compliance.
----------------------------
Any Transfer in contravention of any of the provisions of this Article 7
(whether voluntarily, involuntarily or by operation of law) shall be void and of
no effect, and shall neither bind nor be recognized by the Company.
ARTICLE 7
DISSOLUTION AND LIQUIDATION OF COMPANY
--------------------------------------
7.1 Events of Dissolution.
---------------------
The Company shall be dissolved upon the happening of any of the following
events:
(a) the expiration of the term of the Company as set forth in Section
2.4;
(b) the sale, exchange, involuntary conversion, or other disposition
or transfer of all or substantially all of the assets of the Company;
(c) upon determination by the Member; or
(d) subject to any provision of this Agreement that limits or prevents
dissolution, the happening of any event that, under applicable law, causes the
dissolution of a limited liability company.
7.2 Liquidation.
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(a) Upon dissolution of the Company for any reason, the Company shall
immediately commence to wind up its affairs. A reasonable period of time shall
be allowed for the orderly termination of the Company business, discharge of its
liabilities, and distribution or liquidation of the remaining assets so as to
enable the Company to minimize the normal losses attendant to the liquidation
process.
(b) Liquidation of the assets of the Company shall be managed on
behalf of the Company by the Member.
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(c) The property and assets of the Company and the proceeds from the
liquidation thereof shall be applied in the following order of priority:
(1) first, to payment of the debts and liabilities of the Company,
in the order of priority provided by law (including any loans by the Member to
the Company) and payment of the expenses of liquidation;
(2) second, to setting up of such reserves as the Member may deem
reasonably necessary for any contingent or unforeseen liabilities or obligations
of the Company or any obligation or liability not then due and payable;
provided, however, that any such reserve shall be paid over by the Member into a
Company account or a liquidating trust account established for such purpose, to
be held in such account for the purpose of disbursing such reserves in payment
of such liabilities, and, at the expiration of such holdback period as the
Member shall deem advisable, to distribute the balance thereafter remaining in
the manner hereinafter provided; and
(3) finally, to payment to the Member. The distributions pursuant to
this Section 8.2(d)(3) shall, to the extent possible, be made prior to the later
of the end of the Fiscal Year in which the dissolution occurs or the ninetieth
day after the date of dissolution, or such other time period which may be
permitted under Treasury Regulations Section 1.704-1(b)(2)(ii)(b).
ARTICLE 8
INDEMNIFICATION
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8.1 General.
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The Company shall indemnify, defend, and hold harmless the Member and its
respective members, partners, officers, directors, shareholders, employees, and
agents, the employees, officers, and agents of the Company (all indemnified
persons being referred to as "Indemnified Persons" for purposes of this Article
9), from any liability, loss, or damage incurred by the Indemnified Person by
reason of any act performed or omitted to be performed by the Indemnified Person
in connection with the business of the Company, including costs and attorneys'
fees (which attorneys' fees may be paid as incurred) and any amounts expended in
the settlement of any claims of liability, loss, or damage; provided, however,
that, if the liability, loss, damage, or claim arises out of any action or
inaction of an Indemnified Person, indemnification under this Section 9.1 shall
not be available if the action or inaction is finally adjudicated to have
constituted fraud, gross negligence, breach of fiduciary duty (which shall not
be construed to encompass mistakes in judgment or any breach of any Indemnified
Person's duty of care that did not constitute gross negligence), or willful
misconduct by the Indemnified Person. The Company may pay for insurance
covering liability of the Indemnified Persons for negligence in operation of the
Company's affairs.
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8.2 Exculpation.
-----------
No Indemnified Person shall be liable, in damages or otherwise, to the
Company or the Member for any loss that arises out of any act performed or
omitted to be performed by it or him pursuant to the authority granted by this
Agreement unless the conduct of the Indemnified Person is finally adjudicated to
have constituted fraud, gross negligence, breach of fiduciary duty (which shall
not be construed to encompass mistakes in judgment or any breach of any
Indemnified Person's duty of care that did not constitute gross negligence), or
willful misconduct by such Indemnified Person.
8.3 Persons Entitled to Indemnity.
-----------------------------
Any Person who is within the definition of "Indemnified Person" at the time
of any action or inaction in connection with the business of the Company shall
be entitled to the benefits of this Article 9 as an "Indemnified Person" with
respect thereto, regardless of whether such Person continues to be within the
definition of "Indemnified Person" at the time of his or its claim for
indemnification or exculpation hereunder.
8.4 Procedure Agreements.
--------------------
The Company may enter into agreements with the Member and any of the
employees, officers, and agents, any of the officers, directors, shareholders,
employees, and agents of the Members, and any Indemnified Person, setting forth
procedures for implementing the indemnities provided in this Article 9.
ARTICLE 9
BOOKS, RECORDS, ACCOUNTING, AND REPORTS
---------------------------------------
9.1 Books and Records.
-----------------
The Company shall maintain at its principal office all of the following:
(a) A current list of the full name and last known business or
residence address of the Member together with the Capital Contributions and
Membership Interest of the Member;
(b) A copy of the Certificate, this Agreement, and any and all
amendments to either thereof, together with executed copies of any powers of
attorney pursuant to which any certificate or amendment has been executed;
(c) The audited financial statements of the Company for the six most
recent Fiscal Years; and
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(d) The Company's books and records for at least the current and past
three Fiscal Years.
9.2 Other Filings.
-------------
The Company, at Company expense, shall also prepare and timely file, with
appropriate federal and state regulatory and administrative bodies, all reports
required to be filed by the Company with those entities under then current
applicable laws, rules, and regulations. The reports shall be prepared on the
accounting or reporting basis required by the regulatory bodies.
ARTICLE 10
AMENDMENTS AND WAIVERS
----------------------
10.1 Amendments to Operating Agreement.
---------------------------------
(a) This Agreement may be modified or amended with the consent of the
Member.
(b) The Company shall prepare and file any amendment to the
Certificate that may be required to be filed under the Act as a consequence of
any amendment to this Agreement.
10.2 Waivers.
-------
The observance or performance of any term or provision of this Agreement
may be waived (either generally or in a particular instance, and either
retroactively or prospectively) by the party entitled to the benefits of such
term or provision.
ARTICLE 11
MISCELLANEOUS
-------------
11.1 General.
-------
This Agreement: (a) shall be binding on the executors, administrators,
estates, heirs, and legal successors of the Member; (b) be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to conflicts of law principles thereunder; (c) may be executed in more than one
counterpart as of the day and year first above written; and (d) contains the
entire agreement between the parties as to the subject matter of this Agreement.
The waiver of any of the provisions, terms, or conditions contained in this
Agreement shall not be considered as a waiver of any of the other provisions,
terms, or conditions of this Agreement.
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11.2 Notices, Etc.
------------
All notices and other communications required or permitted hereunder shall
be in writing and shall be deemed effectively given or delivered upon personal
delivery, confirmation of telex or telecopy, or receipt (which may be evidenced
by a return receipt if sent by registered mail), addressed if to the Member or
the Company at 000 X. 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
11.3 No Third-Party Beneficiaries.
----------------------------
This Agreement is not intended to, and shall not be construed to, create
any right enforceable by any Person not a party hereto, including any partner or
member of the Member or any creditor of the Company or the Member.
11.4 Headings.
--------
The headings herein are included for ease of reference only and shall not
control or affect the meaning or construction of the provisions of this
Agreement.
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IN WITNESS WHEREOF, the parties have hereunto set their hands as of the day
first heretofore mentioned.
INSIGHT MIDWEST, L.P.
By: Insight Communications Company, L.P., its
general partner
By: Insight Communications Company, Inc., its
general partner
By:________________________________________
Name:
Title:
INSIGHT COMMUNICATIONS OF INDIANA, LLC
By: Insight Midwest, L.P., its sole member
By: Insight Communications Company, L.P., its
general partner
By: Insight Communications Company, Inc., its
general partner
By:_________________________________________
Name:
Title:
