FIRST AMENDMENT TO AMENDED AND RESTATED EXCHANGE AGREEMENT

Exhibit 7.05

FIRST AMENDMENT TO AMENDED AND RESTATED

EXCHANGE AGREEMENT

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”), XXXXXX X. XXXXXX (“Xxxxxx”), XXXXXXX X. XXXXXXX (“Xxxxxxx”) and CARLYLE PARTNERS III TELECOMMUNICATIONS, L.P., CARLYLE PARTNERS IV TELECOMMUNICATIONS, L.P., CP III COINVESTMENT, L.P. and XX XX 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.

WHEREAS, pursuant to an Exchange Agreement Joinder, dated as of the date hereof (the “Joinder”), Xxxxxxx Xxxxxxx (“Xxxxxxx”) has agreed to become a party to, and to be subject to the rights and obligations under, the Exchange Agreement as a Holdco Continuing Investor thereunder and has agreed to contribute to Holdco 14,421 shares of Class A Common Stock in exchange for a corresponding number of Series C Non-Voting Units, pursuant to Section 1.4 of the Exchange Agreement; and

WHEREAS, the Parties desire to amend the Exchange Agreement to reflect the addition of Xxxxxxx Xxxxxxx as a party to the Exchange Agreement as a Holdco Continuing Investor pursuant to the Joinder and to make certain other changes to the Exchange Agreement;

                NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein and in the Exchange Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.             Joinder of Xxxxxxx Xxxxxxx.  The Exchange Agreement is hereby amended to add Kempner as a party thereto, to be subject to the rights and obligations of a Holdco Continuing Investor under the Exchange Agreement, with the same force and effect as if originally named therein as a Holdco Continuing Investor.

2.             Amendment to Exhibit A.  Exhibit A of the Exchange Agreement is hereby amended in its entirety to read as set forth on Exhibit A attached hereto.

3.             Uncertificated Shares and Units.  Notwithstanding any provision of the Exchange Agreement to the contrary, at the Exchange Closing, (a) the Company shall not be required to deliver stock certificates representing shares of Company Preferred Stock or Class A Common Stock under Section 2.2(a) and (c)—(f) of the Exchange Agreement; (b) Parent shall not be required to deliver stock certificates representing shares of  Class C Preferred Stock or Class D Preferred Stock under Section 2.2(b), (e) and (f) of the Exchange Agreement; and (c) Holdco shall not be required to deliver certificates representing Holdco Series C Units under Section 2.2(d) of the Exchange Agreement; provided, however, that in lieu of delivering such stock certificates, each of the Company, Parent and Holdco shall make appropriate book-entry notations in its books and records to reflect the issuances and/or transfers of its shares of stock or units, as applicable, described in the foregoing sections of the Exchange Agreement.

4.             Effective Date; Effectiveness of Other Terms.  This Amendment is effective as of the date first set forth above.  Except as expressly amended by this Amendment, the Exchange Agreement remains in full force and effect without modification.

5.             Miscellaneous.  Sections 5.5, 5.7-5.8, 5.12 and 5.14-5.15 of the Exchange Agreement are incorporated herein by reference and shall apply to this Amendment, mutatis mutandis.

[Signature Page Follows.]

3

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

	INSIGHT COMMUNICATIONS COMPANY, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:    Xxxxxxx X. Xxxxxxx
	Title: President & Chief Executive Officer
	INSIGHT ACQUISITION CORP.
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	President
	/s/ Xxxxxx X. Xxxxxx
	XXXXXX X. XXXXXX
	/s/ Xxxxxxx X. Xxxxxxx
	XXXXXXX X. XXXXXXX
	XXXXXXX PARTNERS III TELECOMMUNICATIONS, L.P.
	By:	TC Group III, L.P., its General Partner
	By:	TC Group III, L.L.C., its General Partner
	By:	TC Group, L.L.C., its Managing Member
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Managing Director

	CP III COINVESTMENT, L.P.
	By:	TC Group III, L.P., its General Partner
	By:	TC Group III, L.L.C., its General Partner
	By:	TC Group, L.L.C., its Managing Member
	By:	TCG Holdings, L.L.C., its Managing Member
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Managing Director
	CARLYLE PARTNERS IV TELECOMMUNICATIONS, L.P.
	By:	TC Group IV, L.P., its General Partner
	By:	TC Group IV, L.L.C., its General Partner
	By:	TC Group, L.L.C., its Managing Member
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Managing Director
	XX XX COINVESTMENT, L.P.
	By:	TC Group IV, L.P., its General Partner
	By:	TC Group IV, L.L.C., its General Partner
	By:	TC Group, L.L.C., its Managing Member
	By:	TCG Holdings, L.L.C., its Managing Member
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Managing Director

EXHIBIT A

CONTINUING INVESTORS

Name of Continuing Investors		Number of Shares of Class B Common Stock Owned		Number of Shares of Class A Common Stock Owned*		Number of Shares of Class A Common Stock to be Exchanged Per Sections 1.4 or 1.5		Number of Shares of Company Preferred Stock to be Received Per Section 1.1
Management Shareholders
Xxxxxx X. Xxxxxx								398,591
Xxxxxx Family Foundation				50,000		50,000
ICI Communications, Inc.		3,427,177		3,427,177		3,427,177
E/O Xxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Executor		425,955		425,955		425,955
Xxxxxx X. Xxxxxx, Xxxxxx Xxxxxxxxxx and Xxxxxxx X. Xxxxxxxx, Trustees, under Trust F/B/O Xxxxxx X. Xxxxxx 9/13/78		1,044,188		1,044,188		1,044,188		117,821
Xxxxxx X. Xxxxxx et al, Trustees, under Trust F/B/O Xxxxxxx X. Xxxxxx 9/13/78		1,044,188		1,044,188		1,044,188		117,821
Xxxxxx X. Xxxxxx et al, Trustees, under Trust F/B/O Xxxxxx X. & Xxxxxxx X. Xxxxxx 7/16/76		535,825		535,825		535,825		60,460
Xxxxxx X. Xxxxxx et al, Trustees, under Trust F/B/O Xxxxxxx X. Xxxxxx 11/6/83		386,413		386,413		386,413		43,600
Xxxxxxx X. Xxxxxxx		1,100,068		1,100,068		731,552		110,652
Xxxxxx X. Xxxxxxxx, Trustee, Xxxxxxxx X. Xxxxxxx Trust U/A DTD 11/2/98		3,224		3,224		3,224
Xxxxxx X. Xxxxxxxx, Trustee, Xxxxxxx X. Xxxxxxx Trust U/A DTD 11/2/98		3,224		3,224		3,224
Xxxxx X. Xxxxxx		132,779		132,779		132,779
Xxxxxx X. Xxxxxxx				60,668		60,668
Loeb Holding Corporation				160		0
E/O Xxx Xxxxxxx, Xxxxxx X. Xxxxxxx, Executor				31,051		31,051

Xxxxxx X. Xxxxxxx & Xxxxxxx X. Xxxxxxxx, Trustees, U/I/D 5/19/64 Xxxxxx Xxxxxxx Children				21,051		21,051
Xxxx X. Xxxxxxx, Xx., Xxxxxx X. Xxxxxxx, & Xxxxxx X. Xxxxxxx, Trustees, U/I 11/7/69 F/B/O Xxxx X. Xxxxxxx III				12,700		12,700
Xxxx X. Xxxxxxx & Xxxxxx X. Xxxxxxx, Trustees, U/A DTD 9/4/85 Xxxx X. Xxxxxxx Xx. Grantor Tr.				72,103		72,103
Xxxxxx X. Xxxxxxx & Xxxxxx X. Xxxxxxx, Trustees, F/B/O Kempner Grandchildren’s Trust DTD 5/19/64				36,051		36,051
Xxxxxx X. Xxxxxxx & Xxxxxxx X. Xxxxxxxx, Trustees, U/W Xxxx X. Xxxx 1/3/55 Trust F/B/O Xxxxxx X. Xxxxxxx				264,377		264,377
Xxxxxx X. Xxxxxx		386,413		386,413		386,413
Xxxx Xxxxx				9,000		6,000
Xxxxxx Xxxxxxx				1,000		1,000
Xxxxxx Xxxxx Xxxxxxx				200,280		72,954
Xxxx X. Xxxxxx				42,948		17,920
Xxxxxxxxx X. Xxxxx				93,246		33,453
Xxxxxxx X. Xxxxx				117,187		77,000
Xxxxxx Xxxxxxx				110,928		41,200
Xxxxxxx Xxxxxx				29,525		10,620
Xxxx X. Xxxxxxx				10,170		10,170
Xxxxxxx X. Xxxxx				2,987		1,698
Xxxx X. Xxxxxx				2,000		2,000
Xxxxxx Xxxxxx				528		528
Xxx XxXxxxx				1,500		1,500
Xxxxx X. Xxxxxx				1,075		1,075
Subtotal – Management Shareholders		8,489,454		9,659,989		8,946,057		848,945
Holdco Continuing Investors
Xxxxx-Xxx Xxxxx				20,178		20,178
Xxxxx Xxxxx				24,081		24,081
Xxxxxxx X. Xxxxx, Xx.				206,625		206,625
Xxxxxx Bezzenberger				50,000		40,000
Xxxxxxxx Xxxxxxxx				22,100		22,100
K. Xxxxx Xxxxxx				1,500		1,500

Xxxxxxx Family Interests, L.P.				171,140		171,140
Xxxxxxx X. Xxxxxxx				34,775		34,775
Xxxxxxxx X. Xxxxxxx				28,521		28,521
Xxxxxxxx Xxxxxxx, Trustee, The Xxxxx X. Xxxxxxxxxx Trust				66,046		66,046
Xxxx X. Xxxxxxxx				5,000		1,000
Xxxxxxx & Xxxxxxx Xxxxxxxx				16,974		16,974
Xxxxxx X. Xxxxxxxx				1,836		1,836
Xxxxxx X. Xxxxxxxx				1,836		1,836
Xxxxxxx X. Xxxxxxxx				1,836		1,836
Xxxxxxx X. Xxxxxxxx				2,404		2,404
Xxxxx Xxxx				13,278		13,278
Xxxx Xxxxxxxxx				20,000		20,000
Xxxxxx Xxxxxxx				16,800		16,800
Xxx Xxxxxxxx				1,000		1,000
Xxxxxxx Xxxxxxx				14,421		14,421
Xxxx X. Xxxxxxx, III				264,377		264,377
Xxxxxx X. Xxxxxx, Trustee, Xxxx Xxxx Xxxxxxx, Xx. Trust U/A 5/19/1964				12,252		6,000
Xxxxx Xxxxxxx				30,306		15,153
Xxxx X. Xxxxxx, Trustee, Xxxxxxx Xxxxxxx Xxxxxx Trust U/A 5/19/1964				11,526		10,000
Xxxxxxx Xxxxxxx				15,068		7,500
Xxxxxxx Xxxx, Trustee, Xxxxxxx Xxxxxxx Xxxxxxx Trust U/A 5/19/1964				10,026		5,000
Subtotal - Holdco Continuing Investors		0		1,063,906		1,014,381		0
Total		8,489,454		10,723,895		9,960,438		848,945

*Includes shares of Class A Common Stock received upon conversion of the shares of Class B Common Stock pursuant to Section 1.3 and all of the Loan Program Exchange Shares issued in May 2005, but does not include Company Deferred Shares, Company Options or shares held in such Management Shareholder’s 401(k) account.