0000950130-03-002052 Sample Contracts

AGREEMENT
Agreement • March 14th, 2003 • Insight Communications Co Inc • Cable & other pay television services • New York

This Agreement (this “Agreement”) is made and entered into as of December 23, 2002, by and between Kim D. Kelly (the “Employee”), Insight Communications Company, Inc., a Delaware corporation (the “Company”), and each stockholder of the Company set forth on the signature page hereof under the heading “Stockholders” (collectively, the “Stockholders”), each of whom is executing this Agreement for the limited purpose described herein. Each of the Employee and the Company are sometimes referred to herein as a “Party” or, collectively, as the “Parties.”

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AMENDMENT NO. 1 TO CREDIT AGREEMENT and AMENDMENT NO. 1 TO GUARANTEE AGREEMENT
Guarantee Agreement • March 14th, 2003 • Insight Communications Co Inc • Cable & other pay television services • New York

AMENDMENT NO. 1, dated as of April 18, 2002 (this “Amendment”), to and under (i) the Credit Agreement, dated as of January 5, 2001, among Insight Midwest Holdings, LLC, the Lenders party thereto, Bank of America, N.A. and TD Securities (USA), Inc., as Co-Syndication Agents, Fleet National Bank, as Documentation Agent, and The Bank of New York, as Administrative Agent (as amended, supplemented, or otherwise modified, the “Credit Agreement”), and (ii) the Guarantee Agreement (as defined in the Credit Agreement).

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