AMENDMENT TO CONTRIBUTION AGREEMENT
This AMENDMENT TO CONTRIBUTION AGREEMENT (this "Amendment") is
entered into as of July 15, 1998, by and between Coaxial Communications of
Central Ohio, Inc., an Ohio corporation ("Central"), and Insight Communications
Company, L.P., a Delaware limited partnership ("Insight").
PRELIMINARY STATEMENT
Central and Insight entered into a Contribution Agreement, dated as of
June 30, 1998 (the "Contribution Agreement"). Central and Insight desire to
amend the Contribution Agreement as provided in this Amendment.
NOW, THEREFORE, the parties agree as follows:
ARTICLE 1
DEFINITIONS
Capitalized terms used in this Amendment and not defined in this
Amendment shall have the meanings assigned to them in the Contribution
Agreement.
ARTICLE 2
AMENDMENTS TO EXHIBITS
2.1 Form of Operating Agreement.
The Contribution Agreement is amended by deleting Exhibit A thereto in
its entirety and substituting therefor the form of Operating Agreement attached
to this Amendment as Exhibit A.
2.2 Form of Amended Articles of Incorporation of Central.
The Contribution Agreement is amended by deleting Exhibit B thereto in
its entirety and substituting therefor the form of Amended Articles of
Incorporation of Central attached to this Amendment as Exhibit B.
2.3 Form of Close Corporation Agreement of Central.
The Contribution Agreement is amended by deleting Exhibit C thereto in
its entirety and substituting therefor the form of Close Corporation Agreement
of Central attached to this Amendment as Exhibit C.
2.4 Form of Single-Member LLC Operating Agreement.
The Contribution Agreement is amended by deleting Exhibit D thereto in
its entirety and substituting therefor the form of Single-Member LLC Operating
Agreement attached to this Amendment as Exhibit D.
2.5 Form of Single-Member LLC Management Agreement.
The Contribution Agreement is amended by deleting Exhibit E thereto in
its entirety and substituting therefor the form of Single-Member LLC Management
Agreement attached to this Amendment as Exhibit E.
2.6 Employee Transition Agreement.
Insight and Central agree that the Employee Transition Agreement shall
be substantially in the form attached to this Amendment as Exhibit F.
2.7 Parent Undertaking.
Insight and Central agree that the Parent Undertaking referred to in
Section 12.4 of the Contribution Agreement shall be substantially in the form
attached to this Amendment as Exhibit G.
2.8 Schedules.
The Contribution Agreement is amended by deleting the Schedules thereto
in their entirety and substituting therefor the schedules attached to this
Amendment.
2.9 Other Provisions.
Except where inconsistent with the express terms of this Amendment, all
provisions of the Contribution Agreement as originally entered into shall remain
in full force and effect.
ARTICLE 3
MISCELLANEOUS
3.1 Benefit and Binding Effect.
This Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.
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3.2 Entire Agreement.
This Amendment represents the entire understanding and agreement
between the parties with respect to the subject matter hereof.
3.3 Governing Law.
THIS AMENDMENT SHALL BE GOVERNED, CONSTRUED, AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD
TO THE CHOICE OF LAW PROVISIONS THEREOF).
3.4 Headings.
The headings in this Amendment are included for ease of reference only
and shall not control or affect the meaning or construction of the provisions of
this Amendment.
3.5 Construction.
The rules of construction set forth in the Contribution Agreement shall
govern the construction and interpretation of this Amendment.
3.6 Counterparts.
This Amendment may be executed in two counterparts, each of which, when
so executed and delivered, shall be an original, and both of which counterparts
together shall constitute one and the same fully executed instrument.
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IN WITNESS WHEREOF, the parties have executed this Amendment to
Contribution Agreement as of the day first mentioned above.
COAXIAL COMMUNICATIONS OF CENTRAL OHIO,
INC.
By:________________________________
Name: Xxxxxx X. XxXxxxxxxxxx
Title: Chairman
INSIGHT COMMUNICATIONS COMPANY, L.P.
By: ICC Associates, L.P., its General Partner
By: Insight Communications, Inc., General Partner
By:_______________________________
Name: Xxxxxxx X. Xxxxxxx
Title: President
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