SECOND AMENDMENT TO CONTRIBUTION AGREEMENT
This AMENDMENT TO CONTRIBUTION AGREEMENT (this "Amendment") is
entered into as of August 21, 1998, by and among Coaxial Communications of
Central Ohio, Inc., an Ohio corporation ("Central"), Insight Communications
Company, L.P., a Delaware limited partnership ("Insight"), and Insight Holdings
of Ohio, LLC, a Delaware limited liability company ("Insight Holdings").
PRELIMINARY STATEMENT
Central and Insight entered into a Contribution Agreement, dated as of
June 30, 1998, and an Amendment to Contribution Agreement, dated as of July 15,
1998. Insight assigned its rights and delegated its obligations under such
Contribution Agreement, as so amended (the "Contribution Agreement"), to Insight
Holdings. The parties 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
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 Certain Contributions.
Section 2.1(d)(4) of the Contribution Agreement is amended to read in
its entirety as follows:
(4) To the extent that the effect of any circumstance
giving rise to an amendment to this Agreement pursuant to Section 3.2(b) is to
reduce the operating income of the Company such that the Company is unable to
make any required distribution with respect to the Preferred A Interest or the
Preferred B Interest (each as defined in the Operating Agreement), then Central
shall be required to make capital contributions and interest payments pursuant
to this Section 2.1(d) at any time within ten Business Days after a demand
therefor by the Manager (as defined in the Operating Agreement), subject to the
following:
(A) If Central fails to make any capital
contributions and interest payments described in this Section 2.1(d)(4) within
ten Business Days after a demand therefor by the Manager (as defined in the
Operating Agreement), then Insight may, at its option, at any time thereafter
and prior to such time, if any, that Central makes such capital contributions
and interest payments, elect:
(1) to make a capital contribution
to the Company equal to the amount of the capital contributions otherwise
required to be made by Central and pay to the Company interest in the amount of
the interest payments otherwise required to be paid by Central; or
(2) to cause the Company to issue a
Common Interest (as defined in the Operating Agreement) to any Person in
exchange for a capital contribution to the Company equal to the amount of the
capital contributions otherwise required to be made by Central and a payment to
the Company of interest in the amount of the interest payments otherwise
required to be paid by Central; or
(3) to cause the provisions of
Section 2.1(d)(4)(B) to apply without further capital contributions to the
Company.
(B) If Insight makes an election pursuant to
Section 2.1(d)(4)(A) with respect to any capital contributions and interest
payments described in this Section 2.1(d)(4), then (i) Central's obligation
under this Section 2.1(d) to make such capital contributions and and interest
payments shall be canceled and Central shall have no further obligation under
any provision of this Section 2.1(d) to make such capital contributions and
interest payments and shall have no liability or obligation to the Company or
Insight as a result of its failure to make such capital contributions and
interest payments or as a result of the circumstance giving rise to the
applicable amendment to this Agreement pursuant to Section 3.2(b), and (ii) the
number of Units assigned to the Common Interests of the Members shall be
adjusted as provided in the Operating Agreement.
(C) Insight shall have no obligation to make
an election pursuant to Section 2.1(d)(4)(A).
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2.3 Assumption of Liabilities.
(a) Section 4.1(d) of the Contribution Agreement is amended to
read in its entirety as follows:
(d) all other obligations and liabilities arising out
of Central's ownership of the Assets or operation of the System (other than
obligations or liabilities arising under any Contract that is not included in
the Assumed Contracts, any obligations or liabilities relating to any Excluded
Asset, and any obligations and liabilities with respect to any Taxes for periods
prior to the Closing Date) and the obligations and liabilities of Central
described on Schedule 4.1(d).
(b) The Contribution Agreement is amended by adding Schedule
4.1(d) in the form attached to this Amendment.
2.4 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.
3.2 Entire Agreement.
This Amendment represents the entire understanding and agreement among
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).
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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., its general partner
By: ___________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: President
INSIGHT HOLDINGS OF OHIO, LLC
By: Insight Communications Company, L.P., its
member
By: ICC Associates, L.P., its general partner
By: Insight Communications, Inc., its general partner
By: ___________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: President
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