Exchange Agreement JoinderExchange Agreement • December 15th, 2005 • Insight Communications Co Inc • Cable & other pay television services
Reference is made to the Amended and Restated Exchange Agreement, dated as of November 10, 2005 (the “Exchange Agreement”), among Insight Communications Company, Inc., Insight Acquisition Corp., Sidney Knafel, Michael Willner, Continuing Investor Holding Company, LLC, the Holdco Continuing Investors (as defined therein), the Management Shareholders (as defined therein) and Carlyle (as defined therein).
Joinder to Joint Filing AgreementJoint Filing Agreement • December 15th, 2005 • Insight Communications Co Inc • Cable & other pay television services
The undersigned acknowledges and agrees (i) to be bound by that certain Joint Filing Agreement, dated as of November 10, 2005, executed in connection with the filing of Amendment No. 2 to Statement of Schedule 13D filed with the Securities and Exchange Commission on November 14, 2005 and (ii) that the foregoing Amendment No. 3 to Statement on Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this Amendment No. 3 to Statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledges that she shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning her contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other, except to the extent that she knows or has reason to believe that such information is inaccurate.
FIRST AMENDMENT TO AMENDED AND RESTATED EXCHANGE AGREEMENTExchange Agreement • December 15th, 2005 • Insight Communications Co Inc • Cable & other pay television services
This FIRST AMENDMENT TO AMENDED AND RESTATED EXCHANGE AGREEMENT (this “Amendment”) is made and entered into as of December 14, 2005, by and among INSIGHT COMMUNICATIONS COMPANY, INC., a Delaware corporation (the “Company”), INSIGHT ACQUISITION CORP., a Delaware corporation (“Parent”), SIDNEY R. KNAFEL (“Knafel”), MICHAEL S. WILLNER (“Willner”) and CARLYLE PARTNERS III TELECOMMUNICATIONS, L.P., CARLYLE PARTNERS IV TELECOMMUNICATIONS, L.P., CP III COINVESTMENT, L.P. and CP IV COINVESTMENT, L.P., each a Delaware limited partnership (each, individually, and collectively, “Carlyle”) (the Company, Parent, Knafel, Willner and Carlyle are each sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”). Capitalized terms used but not defined in this Amendment shall have the meanings set forth for them in the Amended and Restated Exchange Agreement, dated as of November 10, 2005 (the “Exchange Agreement”), by and among the Parties and the other parties thereto.
