FIRST AMENDMENT TO PRINCIPALS’ AGREEMENTPrincipals’ Agreement • November 17th, 2005 • Insight Acquisition Corp. • Cable & other pay television services
This FIRST AMENDMENT TO PRINCIPALS’ AGREEMENT (this “Amendment”) is made and entered into as of November 14, 2005, by and among 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”) (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 Principals’ Agreement, dated as of July 28, 2005 (the “Principals’ Agreement”), by and among the Parties.
AMENDED AND RESTATED EXCHANGE AGREEMENTExchange Agreement • November 10th, 2005 • Insight Acquisition Corp. • Cable & other pay television services • Delaware
This AMENDED AND RESTATED EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of November 10, 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”), Continuing Investor Holding Company, LLC, a Delaware limited liability company (“Holdco”), the shareholders of the Company listed on Exhibit A attached hereto as Holdco Continuing Investors (the “Holdco Continuing Investors”), the other shareholders of the Company listed on Exhibit A as Management Shareholders (collectively, with Knafel and Willner, the “Management Shareholders,” and, together with the Holdco Continuing Investors, the “Continuing Investors”), 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
