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July 16, 1999
Insight Communications Company, L.P.
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
Dear Xxxxxxx:
Reference is hereby made to that certain letter agreement (the
"Letter Agreement") and Securityholders Agreement (the "Securityholders
Agreement" and, together with the Letter Agreement, the "Prior Agreements") each
dated May 11, 1999 among the parties listed below as signatories to this letter.
Capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed thereto in the Letter Agreement. By signing this
letter below, the parties hereby agree as follows:
1. By its execution below, Insight hereby joins as a party to
the Letter Agreement and agrees to be bound by the terms and provisions thereof.
The other parties hereto hereby consent to such joinder of the Letter Agreement
by Insight.
2. The first sentence of paragraph 2 of the Letter Agreement is
hereby modified to the extent that the shares of Common Stock will be issued by
Insight directly to the holders of Class B Units of the Partnership, rather than
being distributed by the Partnership to such holders.
3. Paragraph 4 of the Letter Agreement is hereby amended by
deleting the words "three percent (3%)" and inserting in lieu thereof the words
"six percent (6%)".
4. Section 1.4 of the Securityholders Agreement contemplates
modification of Exhibit A thereto immediately prior to the closing of the IPO.
Accordingly, Exhibit A hereto shall modify and supersede the existing said
Exhibit A to the Securityholders Agreement. As the Securityholders Agreement
reflects the persons listed on said Exhibit A as parties to the Securityholders
Agreement, the attached Exhibit A has been signed by each of such persons who
thereby join as party to the Securityholders Agreement and agree to be bound by
the terms and provisions thereof. The other parties hereto hereby consent to
such joinder of the Securityholders Agreement by such persons.
5. Section 1.2(d) of the Securityholders Agreement is hereby
amended by inserting the following immediately prior to the period at the end
thereof: "; and the Company shall have filed on the closing date of the IPO with
the Secretary of State of the State of Delaware a Restated Certificate of
Incorporation in substantially the form attached hereto as Exhibit B, and
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the Company may not amend the provisions of Article Nine or the provisions of
Sections 5.2 or 5.3 thereof without the prior written consent of Vestar." The
Securityholders Agreement is hereby further amended to attach Exhibit B hereto
as said Exhibit B to the Securityholders Agreement.
6. The parties understand that in connection with the exchange
of shares of Common Stock for Class B Units contemplated by the Letter
Agreement, Vestar and certain other parties hereto (collectively, the "H-S-R
Filers") have made certain filings under the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvements Act of 1976, as amended (the "Act"). Any shares of Common Stock to
be issued to an H-S-R Filer pursuant to the exchange shall be held by Insight
until such time as (i) such H-S-R Filer or its counsel notifies you of its
reasonable satisfaction that such H-S-R Filer's acquisition of shares of Common
Stock (the "Shares") is not reportable under the Act, (ii) the applicable
waiting period(s) under the Act have expired or been terminated without the
entry of any order, decree or injunction (an "Order") that prohibits such H-S-R
Filer from holding the Shares, or (iii) such an Order has been entered and such
H-S-R Filer has made arrangements to dispose of the Shares in accordance
therewith. Pending the occurrence of one of the events referred to in the
preceding sentence, (a) an H-S-R Filer will not be permitted to exercise any
right of ownership in respect of the Shares (including without limitation the
right to vote the Shares), with Vestar's rights under Article II of the
Securityholders Agreement to be inoperative and of no force and effect, and (b)
any and all dividends or other distributions in respect of the Shares will be
held by Insight for the benefit of such H-S-R Filer and will be distributed to
such H-S-R Filer upon the occurrence of one of the events referred to in the
preceding sentence. Notwithstanding the foregoing, an H-S-R Filer or its counsel
may notify Insight of its reasonable satisfaction that such H-S-R Filer's
acquisition of a specified portion of the Shares is not reportable under the
Act, in which event such H-S-R Filer may arrange with Insight for the release of
the specified portion of the Shares.
7. Except as so modified, the terms and provisions of the Prior
Agreement shall remain unchanged and shall continue to be in full force and
effect.
8. This letter agreement will be governed by the laws of the
State of New York, without regard to conflict principles.
9. This letter agreement may be executed in any number of
counterparts each of which shall be an original, and all of which shall
constitute one and the same instrument.
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[SIGNATURE PAGE FOLLOWS]
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The parties hereto have caused this letter agreement to be
duly authorized and executed below as evidence of their agreement to be bound by
the terms of this letter agreement.
INSIGHT COMMUNICATIONS COMPANY, INC.
By:
Name:
Title:
INSIGHT COMMUNICATIONS COMPANY, L.P.
By: ICC Associates, L.P.
Its: General Partner
By: Insight Communications, Inc.
Its: General Partner
By:
Name:
Title:
VESTAR CAPITAL PARTNERS III, L.P.
By: Vestar Associates III, L.P.
Its: General Partner
By: Vestar Associates Corporation III
Its: General Partner
By:
Name:
Title:
Xxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxxx
Xxx X. Xxxxx
XXXXXXX CAPITAL PARTNERS IV, L.P.
By: Sandler Investment Partners, L.P.,
its sole general partner
By: Sandler Capital Management,
its sole general partner
By: MJDM Corp.,
its general partner
By:
Name: Xxxxxx Xxxxxxxxx
Title: President
SANDLER CAPITAL PARTNERS IV FTE, L.P.
By: Sandler Investment Partners, L.P.,
its sole general partner
By: Sandler Capital Management,
its sole general partner
By: MJDM Corp.,
its general partner
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By:
Name: Xxxxxx Xxxxxxxxx
Title: President
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EXHIBIT A
Name No. of Shares Signature
SENIOR MANAGEMENT SECURITYHOLDERS
Xxxxxx X. Xxxxxx................... -------------------
Xxxxxxx X. Xxxxxxx................. -------------------
Xxx X. Xxxxx....................... -------------------
Xxxxx X. Xxxxxx.................... -------------------
Xxxxxx X. Xxxxx.................... -------------------
Xxxxx X. Xxxxxxx................... -------------------
E. Xxxxx Xxxxxx.................... -------------------
Xxxxxx Xxxxx Xxxxxxx............... -------------------
Xxxxxxx X. Xxxxx................... -------------------
Xxxxxx Xxxxxxx..................... -------------------
Xxxxxxx X. Xxxxx................... -------------------
Xxxxxxx Xxxxx...................... -------------------
Xxxxxxx Xxxxxxx.................... -------------------
Xxxxxx Xxxxxx...................... -------------------
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Xxxxxxxxx Xxxxx.................... -------------------
EXHIBIT A (CONTINUED)
Xxxx Xxxxx......................... -------------------
Xxxx X. Xxxxxx..................... -------------------
Xxxxxxx Xxxxxx..................... -------------------
Xxxxxx Xxxxx Xxxxxx................ -------------------
Xxxxxx X. Xxxxxxxx, Trustee of the Xxxxxxx
X. Xxxxxxx 1998 Trust U/A 11/2/98
Xxxxxx X. Xxxxxxxx, Trustee of the Xxxxxxxx
X. Xxxxxxx 1998 Trust U/A 11/2/98
XXXXXX ENTITIES:
ICI Communications, Inc.................. -------------------
The Estate of Xxxxx X. Xxxxxx ........... -------------------
Xxxxxx X. Xxxxxx ........................ -------------------
Xxxxxx X. Xxxxxx, Xxxxxx Xxxxxxxxxx and Xxxxxxx X.
Xxxxxxxx, Trustees U/A 11/6/83 FBO Xxxxxxx X. Xxxxxx. -------------------
Xxxxxx X. Xxxxxx, Xxxxxx Xxxxxxxxxx and Xxxxxxx X.
Xxxxxxxx, Trustees U/A 9/13/78 FBO Xxxxxx X. Xxxxxx. -------------------
Xxxxxx X. Xxxxxx, Xxxxxx Xxxxxxxxxx and Xxxxxxx X.
Xxxxxxxx, Trustees U/A 9/13/78 FBO Xxxxxxx X. Xxxxxx. -------------------
Xxxxxx X. Xxxxxx, Xxxxxx Xxxxxxxxxx and Xxxxxxx X.
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Scherlis, Trustees U/A 7/16/76 FBO Xxxxxx X. and
Xxxxxxx Xxxxxx.......................... -------------------
