SECOND AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF INSIGHT MIDWEST, L.P

 

“ Insight ” has the meaning set forth in the preamble.

“ Insight 401(k) Plan ” has the meaning set forth in Annex E .

“ Insight Capital ” means Insight Capital, Inc., a Delaware corporation.

“ Insight Credit Agreement ” has the meaning set forth in Section 2.1(b).

“ Insight Debt Ratio ” means the quotient, expressed as a percentage, of (i) 50% of total Debt as of the Closed System Time minus $37,900,000 divided by (ii) total Debt as of the Closed System Time.

“ Insight Equity Securities ” has the meaning set forth in Section 1.16.

“ IKC ” has the meaning set forth in Section 1.19(d).

“ Insight FSA Plans ” has the meaning set forth in Annex E .

“ Insight LLC ” has the meaning set forth in Annex C .

“ Insight Parent ” has the meaning set forth in the preamble.

“ Insight Parent Loan ” means the loan made by Insight Parent, in cash, to the Partnership in the original principal amount of $100,000,000, as evidenced by the promissory note, dated March 28, 2002, made by the Partnership and payable to the order of Insight Parent, including, as of any applicable time, any capitalized or accrued interest on such loan (provided that, for the avoidance of doubt, the fact that the Insight Parent Loan includes capitalized and accrued interest shall not result in any duplication of any amount allocated under Section 1.3).

“ Insight Systems Group ” means, collectively, (i) the Kentucky/Ohio Business, (ii) the Debt and other Liabilities allocated to the Insight Systems Group pursuant to Section 1.3, (iii) the Shared Assets allocated to the Insight Systems Group pursuant to Section 1.4, (iv) the Shared Liabilities allocated to the Insight Systems Group pursuant to Section 1.4, and (v) the other Assets and Liabilities allocated to the Insight Systems Group pursuant to the Employee Matters Annex.

“ Insurance Policy ” has the meaning set forth in Section 1.17(a).

“ Kentucky/Ohio Employee ” has the meaning set forth in Annex E .

“ Kentucky/Ohio Business ” means, collectively, (i) the cable communications systems business and other income-generating businesses of the Systems and the other Assets set forth on Annex B and any Assets of the Partnership or any of its Subsidiaries (other than Shared Assets) that are used or held for use primarily in connection with, or otherwise primarily related to, such Systems or Assets, (ii) Liabilities (other than (A) Debt or other Liabilities allocated to a Systems Group pursuant to Section 1.3 and (B) Shared Liabilities) of the Partnership or any of its Subsidiaries that are primarily related to such Systems or Assets, regardless of when arising or whether the facts on which they are based occurred prior to, on or subsequent to the Closed

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System Date, (iii) any cable communications systems hereafter acquired by the Partnership or any of its Subsidiaries other than any such systems that are allocated to the Illinois/Indiana Business, and (iv) any Assets and Liabilities (other than (A) Debt or other Liabilities allocated to a Systems Group pursuant to Section 1.3, (B) Shared Assets and (C) Shared Liabilities) hereafter acquired or incurred by the Partnership or any of its Subsidiaries that are primarily related to the Systems, Assets or Liabilities described in clause (i), (ii) or (iii) of this definition; regardless, in each case above, of whether they are known or have been disclosed to Insight.  For the avoidance of doubt, Operational Assets and Operational Liabilities that would qualify as Assets and Liabilities described in any of clauses (i) through (iv) of this definition but for the fact that they were acquired or incurred by or are held by Insight (or Insight Parent on behalf of Insight), including the Assets and Liabilities set forth on Schedule 1.1(b)(ii) that would so otherwise qualify as Assets or Liabilities of the Kentucky/Ohio Business, regardless of when acquired or incurred and regardless of whether they are known or have been disclosed to Insight, are deemed to be Assets and Liabilities of the Partnership and its Subsidiaries and included in the Kentucky/Ohio Business.

“ Liabilities ” means any and all losses, claims, charges, Indebtedness, demands, actions, damages, obligations, payments, costs and expenses, bonds, indemnities and similar obligations, covenants, Contracts, controversies, omissions, make whole agreements and similar obligations, and other liabilities, including all obligations under Contracts, whether due or to become due, absolute or contingent, inchoate or otherwise, mature or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, determined or determinable, whenever arising, and including those arising under any law, principles of common law (including negligence and strict liability) or equity, action, threatened or contemplated action (including the costs and expenses of demands, assessments, judgments, settlements and compromises relating thereto and attorneys’ fees and any and all costs and expenses, whatsoever reasonably incurred in investigating, preparing or defending against any such actions or threatened or contemplated actions), order or consent decree of any governmental authority or any award of any arbitrator or mediator of any kind, and those arising under any Contract, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person and, in each case, regardless of where such Liabilities arose or arise, regardless of where and against whom such Liabilities are asserted or determined (including any arising by directors, officers, employees, agents, Subsidiaries or Affiliates) or whether asserted or determined prior to the Closed System Date, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of law, fraud or misrepresentation by any Partner or any of their respective directors, officers, employees, agents or Affiliates.

“ Litigation ” has the meaning set forth in Section 1.7(d)(v).

“ Management Agreements ” has the meaning set forth in Section 2.1(c).

“ 9¾% Bonds ” means the 9¾% Senior Notes due 2009 issued by the Partnership and Insight Capital under the 9¾% Bond Indenture.

“ 9¾% Bond Indenture ” means the Indenture, dated as of October 1, 1999, by and among the Partnership, Insight Capital and The Bank of New York (as successor to Harris Trust Company of New York), as trustee, relating to the 9¾% Bonds, as supplemented.

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“ Nonassignable Asset ” has the meaning set forth in Section 1.12.

“ Non-Receiving Partner ” has the meaning set forth in Section 1.6(a).

“ Notice of Disagreement ” has the meaning set forth in Section 1.5(b).

“ Notice of Dispute ” has the meaning set forth in Section 1.6(d)(iii).

“ Operational Assets ” means Assets of Insight Parent or its Subsidiaries (other than the Partnership and its Subsidiaries) that are primarily and directly related to the operation of the business of the Partnership and that would ordinarily be Assets held directly by the Person who was the owner of the Systems (assuming the Systems were managed by an unaffiliated third party).  For the avoidance of doubt, Operational Assets shall not include any Assets primarily related to corporate overhead (including corporate office management, development, internal accounting and finance management).

“ Operational Expenses ” means the expenses of Insight Parent or its Subsidiaries (other than the Partnership and its Subsidiaries) to the extent directly related to the operation of the business of the Partnership and that would ordinarily be direct expenses of the Person who was the owner of the Systems (assuming the Systems were managed by an unaffiliated third party).  For the avoidance of doubt, Operational Expenses shall not include (i) costs associated with satisfying Liabilities of Insight or its Affiliates (other than the Partnership and its Subsidiaries) that are not Operational Liabilities and (ii) any expenses primarily related to corporate overhead (including bonuses and health, welfare, retirement and other benefits and overhead expenses of its corporate office management, development, internal accounting and finance management personnel).

“ Operational Liabilities ” means Liabilities of Insight Parent or its Subsidiaries (other than the Partnership and its Subsidiaries) that are primarily and directly related to the operation of the business of the Partnership and that would ordinarily be direct Liabilities of the Person who was the owner of the Systems (assuming the Systems were managed by an unaffiliated third party).  For the avoidance of doubt, Operational Liabilities shall not include any Liabilities primarily related to corporate overhead (including corporate office management, development, internal accounting and finance management).

“ Other Partnership Property ” means, as of the Closed System Time, property of the Partnership and its Subsidiaries (other than any Subsidiary taxed as a corporation for U.S. federal income tax purposes) other than Section 751(b) Assets.

“ Partner Debt ” means indebtedness owed by the Partnership or any of its Subsidiaries to either Partner or any Affiliate of either Partner (excluding the Partnership and its Subsidiaries), including the Insight Parent Loan.

“ Partners ” has the meaning set forth in the preamble.

“ Partnership ” has the meaning set forth in the recitals.

“ Partnership Agreement ” has the meaning set forth in the recitals.

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“ Permitted Liens ” has the meaning set forth in Annex C .

“ Post Closing Consent ” has the meaning set forth in Section 1.10(b).

“ Pre-Closing Duty Breach Claim ” has the meaning set forth in Section 2.6.

“ Pre-Closing Extraordinary Liabilities ” has the meaning set forth in Annex D .

“ Prime Rate ” has the meaning set forth in Section 1.5(d).

“ Pro Rata Distribution Method ” has the meaning set forth in Section 1.9(a)(iii).

“ Proprietary Right s” has the meaning set forth in Section 1.14(d).

“ PUC ” means any state public utilities commission or other governmental authority of a state that has regulatory authority over any of the telecommunications operations of either Systems Group.

“ Receiving Partner ” has the meaning set forth in Section 1.6(a).

“ Retained Employees ” has the meaning set forth in Annex E .

“ Revolver Rate ” means the applicable rate from time to time with respect to the revolving borrowings under the Insight Credit Agreement.

“ Second Amendment ” has the meaning set forth in Section 2.1(a).

“ Section 751(b) Assets ” means, as of the Closed System Time, the Partnership’s and its Subsidiaries’ (other than any Subsidiary taxed as a corporation for U.S. federal income tax purposes) inventory items that have appreciated substantially in value and unrealized receivables, each as defined for purposes of Section 751(b) of the Code and not including any such inventory items and unrealized receivables to the extent they were contributed to the Partnership or its Subsidiaries by the Receiving Partner.

“ Securityholders Agreement ” has the meaning set forth in Section 1.16.

“ Shared Assets ” means the Assets of the Partnership or any of its Subsidiaries and the Operational Assets of Insight Parent or its Subsidiaries (other than the Partnership and its Subsidiaries) that, in each case, are (i) primarily related to the provision of Shared Services, including, but not limited to, the Assets set forth on Schedule 1.1(b)(iii)(A) (but only if such Assets are primarily related to the provision of Shared Services), or (ii) set forth on Schedule 1.1(b)(iii)(B) , or (iii) primarily related to the business and operations of both Systems Groups but not more than 60% of the associated benefits of which are attributable to either one of the Systems Groups, including, but not limited to the Assets set forth on Schedule 1.1(b)(iii)(C) (but only if such Assets meet the requirement set forth in this clause (iii)) (it being agreed that if any other Assets are identified that may be appropriately treated as a Shared Asset for any purposes under this Amendment, the parties will discuss the appropriate treatment in good faith), in each case, regardless of when acquired or incurred and regardless of whether they are known or have

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been disclosed to the applicable Receiving Partner, it being understood that cash and cash equivalents (excluding deposits under vendor, utility, pole rental or similar items related to a specific System, which shall be considered Assets “primarily related” to such System for all purposes hereunder) on hand as of the Closed System Time shall be considered a Shared Asset at that time for purposes of calculating the Working Capital Amount of each Systems Group; provided that Shared Assets shall not include any Asset of an entity other than the Partnership or its Subsidiaries unless such Asset is an Operational Asset.

“ Shared Contract ” means a Contract that constitutes a Shared Asset.

“ Shared Employee ” has the meaning set forth in Annex E .

“ Shared Liabilities ” means Liabilities (other than Debt or other Liabilities allocated to the Comcast Systems Group or the Insight Systems Group pursuant to Section 1.3) of the Partnership or any of its Subsidiaries and Operational Liabilities of Insight Parent or its Subsidiaries (other than the Partnership and its Subsidiaries) that are (i) primarily related to the provision of Shared Services, including, but not limited to, the Liabilities set forth on Schedule 1.1(b)(iv)(A) (but only if such Liabilities are primarily related to the provision of Shared Services), (ii) set forth on Schedule 1.1(b)(iv)(B) , or (iii) primarily related to the business and operations of both Systems Groups but not more than 60% of the associated Liabilities of which are attributable to either one of the Systems Groups, including but not limited to the Liabilities set forth on Schedule 1.1(b)(iv)(C) (but only if such Liabilities meet the requirement set forth in this clause (iii)) (it being agreed that if any other Liabilities are identified that may be appropriately treated as a Shared Liability for any purposes under this Amendment, the parties will discuss the appropriate treatment in good faith), in each case, regardless of when arising or whether the facts on which they are based occurred prior to, on or subsequent to the Closed System Date and regardless of whether they are known or have been disclosed to the applicable Receiving Partner; provided that Shared Liabilities shall not include any Liability of an entity other than the Partnership or its Subsidiaries unless such Liability is an Operational Liability.

“ Shared Network Infrastructure Assets ” has the meaning set forth in Annex D .

“ Shared Services ” shall mean those functions set forth on Schedule 1.4.

“ Simultaneous Withdrawal Method ” has the meaning set forth in Section 1.9(a)(iii).

“ Subsidiary ” means, with respect to any specified Person, any other Person that is controlled (as such term is defined in the definition of “Affiliate” in the Partnership Agreement), directly or indirectly, by such specified Person.

“ System ” means a cable communications system of the Partnership or any of its Subsidiaries.

“ Systems Group ” means either of the Comcast Systems Group or the Insight Systems Group.

“ Tax ” means any federal, state, county, provincial, local or foreign income, gross receipts, windfall profits, sales, use, license, ad valorem, employment, withholding, severance, transfer,

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gains, profits, capital, excise, franchise, property, production capital stock, premium, minimum and alternative minimum or other taxes, fees, levies, duties, assessments or charges of any kind or nature whatsoever imposed by any governmental authority, whether payable directly or by withholding, together with any interest, penalties (civil or criminal), additions to, or additional amounts (and any inherent penalties (civil or criminal) additional in respect thereof) with respect thereto.

“ Transferred Employees ” has the meaning set forth in Annex E .

“ WARN ACT ” has the meaning set forth in Annex E .

“ Working Capital Amount ” means, with respect to each Systems Group, the amount of current Assets, without duplication, of that Systems Group as of the Closed System Time, less the amount of total Liabilities (other than Debt and other Liabilities allocated pursuant to Section 1.3), without duplication, of that Systems Group as of the Closed System Time, in each case as would be reflected on the statement of assets and liabilities (not including any footnote disclosure) for that Systems Group prepared in accordance with generally accepted accounting principles consistently applied by the Partnership (and consistent with generally accepted accounting principles).  Current Assets shall include all cash and cash equivalents, prepaid expenses, funds on deposit with third parties, and accounts receivable (net of any applicable reserve determined in accordance with the reserve policy of Insight in effect as of the date hereof which is attached hereto as Schedule 1.1(b)(v) ).  Total Liabilities shall include accounts payable, accrued expenses (including all accrued Income Taxes and non-Income Taxes payable by the Partnership or any of its Subsidiaries, and including accrued copyright fees, programming expenses, franchise fees and other license fees or charges), the applicable Initial Disabled Payment Amount, capitalized lease obligations, unearned income and advance payments (including subscriber prepayments and deposits for converters, encoders, other equipment, any service and related sales) and interest, if any, required to be paid on advance payments.  For purposes of this definition, in the case of any Taxes with respect to a Systems Group that are imposed on a periodic basis and are payable for a tax period that includes (but does not end on) the day before the Closed System Date, the portion of such Tax related to the portion of such tax period ending as of the Closed System Time shall (A) in the case of any Taxes other than gross receipts, sales or use Taxes and Income Taxes, be deemed to be the amount of such Tax for the entire tax period multiplied by a fraction the numerator of which is the number of days in the tax period ending on and including the day before the Closed System Date and the denominator of which is the number of days in the entire tax period and (B) in the case of any Income Taxes and any gross receipts, sales or use Tax, be deemed equal to the amount which would be payable if the relevant tax period ended as of the Closed System Time.  All determinations necessary to give effect to the allocation set forth in the foregoing clause (B) shall be made in a manner consistent with prior practice of the Partnership and its Subsidiaries.  The Partners acknowledge and agree that the Partnership and its Subsidiaries (and Insight, and Insight Parent on behalf of Insight, in its capacity as Manager) hold no inventory that should be included in Working Capital.

1.2           Allocation of Systems Groups .  Subject to the terms and conditions of this Amendment (including Section 1.6(a)), after the Closed System Time, the Comcast Systems Group shall be operated solely for the account of Comcast and the Insight Systems Group shall be operated solely for the account of Insight.

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1.3           Allocation of Indebtedness .

(a)           All Debt as of the Closed System Time shall be notionally allocated for the accounts of the Systems Groups as of the Closed System Time such that (i) the percentage of outstanding Debt under the Insight Credit Agreement, (ii) the percentage of outstanding Debt under the 9¾% Bonds, (iii) the percentage of outstanding Debt under the Insight Parent Loan and (iv) the percentage of all other Debt that, in each case, is allocated for the account of the Comcast Systems Group shall be equal to the Comcast Debt Ratio and that, in each case, is allocated for the account of the Insight Systems Group shall be equal to the Insight Debt Ratio.

(b)           50% of (i) all accrued and unpaid interest as of the Closed System Time with respect to the Debt, (ii) any accrued and unpaid participation and fronting fees in respect of letters of credit outstanding as of the Closed System Time, (iii) any accrued and unpaid commitment fees as of the Closed System Time in respect of any unused amounts of the revolving credit facility available pursuant to the Insight Credit Agreement, and (iv) any accrued and unpaid fees as of the Closed System Time under the fee letter agreement with The Bank of New York, Administrative Agent under the Insight Credit Agreement, as in effect on the date of this Amendment, shall, in each case, be allocated for the account of each Systems Group.

(c)           All interest expense that accrues after the Closed System Time shall be allocated for the account of the Systems Groups based on the Debt allocated to each Systems Group, as appropriately adjusted to take into account any Debt incurred or repaid for the account of a Systems Group after the Closed System Time.

(d)           All commitment fees actually incurred in respect of any unused amounts of the revolving credit facility available pursuant to the Insight Credit Agreement (as in effect on the date of this Amendment) that accrue after the Closed System Time shall be allocated 50% to each Systems Group.  All fees under the fee letter agreement with The Bank of New York, Administrative Agent under the Insight Credit Agreement, as in effect on the date of this Amendment, shall be allocated 50% to each Systems Group.

(e)           50% of all costs actually incurred, if any, including premiums, fees and expenses, of (A) tendering for or redeeming the 9¾% Bonds or (B) repaying Debt outstanding under the Insight Credit Agreement as of the Closed System Time shall be allocated for the account of each Systems Group.  In the event that Insight causes the 9¾% Bonds to be amended, supplemented or waived or otherwise engages in a consent solicitation with respect to the 9¾% Bonds as contemplated in Section 1.3(i) without paying off or redeeming the 9¾% Bonds in their entirety, the Insight Systems Group shall bear 100% of the costs required to amend, supplement or waive the terms of the 9¾% Bonds or to otherwise solicit the consent of bondholders as contemplated above; provided , however , if the Closing occurs on or prior to September 30, 2007, the Comcast Systems Group shall bear 50% of the costs required to amend, supplement or waive the terms of the 9¾% Bonds or to otherwise solicit the consent of bondholders as contemplated above (but excluding any such costs to the extent associated with any effort to amend, supplement, waive or otherwise solicit the consent of bondholders that is ultimately unsuccessful), up to the additional amount of premiums, fees and expenses that the Comcast Systems Group would have borne under this Section 1.3(e) had the 9¾% Bonds (other than any that are in fact redeemed) been redeemed in their entirety on or prior to September 30, 2007.

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(f)            The income, expenses and other benefits and obligations under each interest rate swap and similar agreement and arrangement of the Partnership and its Subsidiaries (including any associated costs or benefits upon termination) outstanding as of the Closed System Time (“ Existing Swaps ”) shall be allocated equally for the account of each Systems Group.  With respect to each Existing Swap outstanding as of the Closing, an amount will be allocated for the account of each Systems Group equal to 50% of the fair market value of the asset value, or liability value, respectively, of such Existing Swap as of the Closing.  Insight shall not, and shall cause the Partnership and its Subsidiaries not to, enter into any interest rate swap or similar agreement or arrangement after the Closed System Time unless all of the income, expenses and other benefits and obligations related thereto are allocated solely for the account of the Insight Systems Group or unless otherwise agreed to by Comcast in writing.

(g)           All other Debt (and related costs and Liabilities) incurred for the business of a Systems Group after the Closed System Time shall be allocated solely for the account of that Systems Group, and all payments made with respect to Debt (and related costs and Liabilities, including any related break funding payments) after the Closed System Time for the account of a Systems Group shall be solely for the account of that Systems Group.

(h)           Subject to clause (j) below, any Debt that is incurred by the Partnership and its Subsidiaries to refinance Debt of the Partnership and its Subsidiaries shall be allocated for the account of the Systems Groups in the same manner as the Debt that was refinanced.

(i)            Subject to the other provisions of this Amendment, after the Closed System Time, Insight will decide whether the Partnership and its Subsidiaries will incur additional Debt; provided that any such incurrence will be permitted only for (i) additional revolving borrowings under the Insight Credit Agreement as in effect as of the date of this Amendment and (ii) subject to clause (j) below, borrowings under a new or amended bank facility in order to refinance the 9¾% Bonds in accordance with this Amendment; provided that Comcast is reasonably satisfied that such new or amended bank facility will not adversely affect the transactions provided for under this Amendment or delay such transactions beyond the date determined for Closing in accordance with this Amendment and will not result in a breach of any Debt or other obligation allocated to the account of either Systems Group pursuant to this Section 1.3.

(j)            Subject to the other provisions of this Amendment, Insight will decide (i) which Debt, if any, will be repaid or (ii) whether the 9¾% Bonds will be refinanced, in each case, from time to time prior to the Closing Date and at the Closing; provided that prior to Closing, (A) any such repayment or refinancing shall be permitted only with respect to the 9¾% Bonds, Debt under the Insight Credit Agreement and Debt under the Insight Parent Loan, and (B) any repayment or refinancing of Debt under the 9¾% Bonds or the Insight Credit Agreement or the Insight Parent Loan shall be allocated to the Debt of each Systems Group on a pro rata basis (based on the percentage of the Debt under the 9¾% Bonds or the Insight Credit Agreement or the Insight Parent Loan, as applicable, attributable to each Systems Group immediately prior to such repayment or refinancing).  If, as of Closing, the economic benefit to the Comcast Systems Group of any refinancing of Debt or amendment of the Insight Credit Agreement allocated to the account of the Comcast Systems Group is less than the costs allocated to the Comcast Systems Group in connection with or as a result of such refinancing or

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amendment, then at Closing, Insight shall transfer cash to the Comcast Systems Group in an amount equal to the difference between (A) such costs and (B) such economic benefit.  Insight will not amend the Insight Credit Agreement in any manner, or enter into any agreement in connection with any permitted refinancing, that, in either such case, would reasonably be expected to prevent, delay or otherwise interfere with the consummation of the transactions contemplated hereby on the date determined for Closing in accordance with this Amendment.

(k)           At Closing (or such other time prior to Closing as the parties may agree), Comcast shall transfer cash to the Partnership (or directly to third party creditors of the  Partnership or its Subsidiaries designated by Insight two days prior to Closing) in an amount equal to the total amount of all Debt and all other obligations (net of any income or benefits) allocated for the account of the Comcast Systems Group pursuant to this Section 1.3 and outstanding as of Closing (without duplication of any amounts that will be paid at the Closing pursuant to Section 1.6(c)).  Insight shall cause the Partnership and its Subsidiaries to use the cash transferred by Comcast for the satisfaction and discharge of Debt as designated by Insight or for other uses as designated by Insight; provided that Insight shall in all events take such actions with respect to the satisfaction and discharge of Debt and other obligations allocated pursuant to this Section 1.3 as are necessary (i) to permit the Closing to occur on the date determined in accordance with this Amendment and without breaching any Debt or other obligation allocated to the account of either Systems Group pursuant to this Section 1.3 and (ii) so that following Closing, Comcast, its Affiliates (including Comcast Newco) and the Comcast Systems Group will have no obligation or liability to any lender, bond holder or other third party with respect to any Debt or other obligation allocated for the account of either Systems Group pursuant to Section 1.3 that remains outstanding after the Closing.  Subject to the performance by Comcast of its obligations under this Section 1.3(k), Comcast, its Affiliates (including Comcast Newco) and the Comcast Systems Group shall have no obligation or Liability to Insight, the Partnership or any of their Affiliates with respect to any Debt or other obligation allocated for the account of either Systems Group pursuant to this Section 1.3 that remains outstanding after the Closing.  At Comcast’s request, Insight will use commercially reasonable efforts to obtain at Closing appropriate documentation to evidence the release of Comcast, its Affiliates and the Comcast Systems Group from all obligations relating to the Debt and other obligations allocated for the account of either Systems Group pursuant to this Section 1.3 that remains outstanding after the Closing; provided that Comcast shall pay or reimburse Insight for all reasonable out-of-pocket costs, fees and expenses incurred by Insight or the Partnership or its Subsidiaries in connection with Comcast’s request.  From and after the Closing, Insight shall indemnify Comcast and its Affiliates from any Liabilities arising in respect of any Debt or other obligation allocated for the account of either Systems Group pursuant to this Section 1.3 or any use of or decision regarding the cash paid by Comcast to the Partnership (or as directed by Insight) pursuant hereto.

(l)            If by November 30, 2007, Insight has not previously caused the Partnership to take all steps necessary to cause the 9¾% Bonds either to be (i) redeemed or paid off or (ii) amended, supplemented or waived in such a manner as to permit the Closing as contemplated hereunder to occur without redemption or payoff (and without any liability under the 9¾%

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Bonds with respect to Comcast or the Comcast Systems Group following the Closing and otherwise reasonably acceptable to Comcast), or a combination thereof, then Insight shall cause the Partnership to deliver the notice of redemption required by Section 3.03 of the 9¾% Bonds Indenture on November 30, 2007 and specifying a redemption date of December 31, 2007; provided that if any of the Closing Conditions (other than any Closing Conditions to be satisfied at the Closing) have not been satisfied or waived by November 30, 2007 (other than as a result of a breach of this Amendment by Insight), then Insight shall deliver the notice of redemption on the day following the satisfaction or waiver of all of the Closing Conditions (other than any Closing Conditions to be satisfied at the Closing) and specifying a redemption date that is the last Business Day of the calendar month that contains the date that is thirty (30) days after the date of the notice of redemption.

1.4           Allocation of Shared Assets and Shared Liabilities .  Subject to the terms and conditions of this Amendment, the Shared Assets and Shared Liabilities shall be allocated for the accounts of the Comcast Systems Group and the Insight Systems Group, as applicable, as follows: (a) as of the Closed System Time, fifty percent (50%) of all Shared Assets (other than Shared Contracts to the extent not relating to Shared Services), including cash and cash equivalents that are included in Shared Assets, and Shared Liabilities (other than Liabilities relating to Shared Contracts to the extent not relating to Shared Services) existing as of the Closed System Time shall be allocated for the account of each Systems Group; (b) from the Closed System Time until the Closing, (i) fifty percent (50%) of the benefits and burdens of all Shared Assets (other than Shared Contracts) acquired after the Closed System Time and of all Shared Liabilities (other than Liabilities relating to Shared Contracts) incurred after the Closed System Time shall be allocated for the account of each Systems Group, and (ii) fifty percent (50%) of all revenue and net expenses relating to Shared Services functions (including expenses relating to Shared Contracts to the extent relating to Shared Services, but excluding any revenue of the Manager received pursuant to the Management Agreements and any expenses of an entity other than the Partnership or its Subsidiaries that are not Operational Expenses) shall be allocated for the accounts of each Systems Group; (c) as of the Closed System Time and from the Closed System Time until the Closing, revenue and other benefits and costs, expenses and other Liabilities relating to Shared Contracts (other than Shared Contracts to the extent relating to Shared Services) shall be allocated to the accounts of the Systems Groups in a manner consistent with the allocations previously made by Insight in the ordinary course of business; and (d) from and after the Closing, as provided in Annex D .  As of the Closed System Time and from the Closed System Time until the Closing, revenue and other benefits and costs, expenses and other Liabilities relating to Contracts relating to the business and operations of both Systems Groups (other than Shared Contracts) shall be allocated to the accounts of the Systems Groups in a manner consistent with the allocations previously made by Insight in the ordinary course of business.  For the avoidance of doubt, the parties agree that from and after the Closed System Time to the Closing, the costs, expenses and other Liabilities relating to the Management Agreements shall be allocated to the accounts of the Systems Groups in a manner consistent with the allocations previously made by Insight in the ordinary course of business.  From the Closed System Time to the Closing, the expenses relating to the After Hours Call Center — Louisville (other than Employee Costs, which Employee Costs are addressed in Annex E) shall be allocated for the account of each Systems Group based on the portion of the total call volume of such call center applicable to each Systems Group for the relevant period.

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1.5           Working Capital .

(a)           No later than ninety (90) days following the Closed System Date, Insight shall deliver to Comcast (i) a certificate setting forth the Working Capital Amount for each Systems Group, in each case as prepared in accordance with generally accepted accounting principles consistently applied by the Partnership and (ii) appropriate documentation supporting such calculation (the “ Certificate of Working Capital ”).

(b)           If Comcast disagrees with Insight’s calculation of the Working Capital Amount for either Systems Group set forth in the Certificate of Working Capital delivered pursuant to Section 1.5(a), Comcast may, within ninety (90) days after receipt of Insight’s calculation, deliver a notice (the “ Notice of Disagreement ”) to Insight disagreeing with such calculation and setting forth Comcast’s calculation of such amount.  Any such Notice of Disagreement shall specify those items or amounts as to which Comcast disagrees, and Comcast shall be deemed to have agreed with all other items and amounts contained in the Certificate of Working Capital for each Systems Group delivered to it pursuant to Section 1.5(a).

(c)           The Partners shall use their reasonable best efforts to reach agreement on the disputed items or amounts identified in the Notice of Disagreement.  If, after the thirty (30) days following delivery of the Notice of Disagreement, the Partners are unable to reach such agreement, either Partner may give written notice to the other, in which case the Partners promptly shall jointly retain a nationally recognized accounting firm (the “ Accounting Referee ”) that is not the principal independent accountant of the Partnership, the Comcast Parent, the Insight Parent or Carlyle to resolve the disputed items or amounts in the Notice of Disagreement.  In making its calculations, the Accounting Referee shall consider only those items or amounts as to which the Partners have disagreed and, with respect to each such item or amount, shall select a number within the range of the dispute between the Partners.  The Accounting Referee shall deliver to the Partners, as promptly as practicable (but, in any event, within thirty (30) days after submission of the dispute to it), a report setting forth its resolution of the disputed items.  Such report shall be final and binding upon the Partners.  The costs of the Accounting Referee shall be shared equally by the Partners.  Insight shall, and shall use its reasonable best efforts to cause the Partnership’s independent accountants to, cooperate and assist the Partners in conducting their review of the calculations of the Working Capital Amounts referred to in this Section 1.5, including making available to the extent necessary any books, records, work papers and personnel (it being understood that if the process of finally determining the Working Capital Amounts continues after the Closing Date, the Partners thereafter shall also provide each other such cooperation and assistance).

(d)           The calculation of the Working Capital Amount for both Systems Groups shall be deemed final for the purposes of this Section 1.5 upon the earliest of (i) the written acknowledgement of Comcast that it is final, (ii) the failure of Comcast to deliver a Notice of Disagreement within the allotted time period, (iii) the written resolution of all disputes under this Section 1.5 by Insight and Comcast, and (iv) the written resolution of all disputes under this Section 1.5 by the Accounting Referee.  Once the calculation of the Working Capital Amount for both Systems Groups is deemed final, an adjusting payment shall be made to the extent necessary so that the Working Capital Amount for each Systems Group as of the Closed System Time, increased by any payment received by (or decreased by any payment made by) the Systems Groups or the Partners under this Section 1.5(d), are equal.  If the calculation of the Working Capital Amounts for both Systems Groups are deemed final prior to the Closing, then

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any adjusting payment shall be made by making appropriate credits and debits for the account of each Systems Group within three (3) Business Days after the calculation of the Working Capital Amounts for both Systems Groups are deemed final.  If the calculation of Working Capital Amount for either Systems Group is deemed final after the Closing, then any adjusting payment shall be made in cash by the appropriate Partner to the other Partner at a mutually convenient time and place within three (3) Business Days after the calculation of the Working Capital Amounts for both Systems Groups are deemed final.  The amount of any payment to be made pursuant to this Section 1.5(d) shall bear interest from and including the Closed Systems Date to but excluding the date of payment at a rate per annum equal to the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank as its prime rate in effect at its principal office in New York City (the “ Prime Rate ”).

1.6           Operation as a Closed System .

(a)           From and after the Closed System Time until the Closing, each Systems Group shall be operated as a “closed system” solely for the benefit of such Systems Group and the Partner to which such Systems Group has been allocated (such Partner with respect to such Systems Group being referred to as the “ Receiving Partner ” and the other Partner with respect to such Systems Group being referred to as the “ Non-Receiving Partner ”), meaning that during such period, subject to the other provisions of this Amendment, (i) all Assets and Liabilities in a Systems Group as of the Closed System Time shall be solely for the account of such Systems Group, (ii) all Assets acquired, generated or disposed of by, and all Liabilities incurred by, satisfied by or attributable to, the operations of a Systems Group from and after the Closed System Time shall be solely for the account of such Systems Group (and, for the avoidance of doubt, all such Assets and Liabilities shall be included in the Illinois/Indiana Business or the Kentucky/Ohio Business, as applicable), (iii) all cash generated by each Systems Group shall remain for the account of such Systems Group, and all cash used by such Systems Group shall be solely for the account of such Systems Group, (iv) subject to Section 1.3(i), any additional funding required by such Systems Group shall be supplied through the incurrence of additional Debt by the Partnership or its Subsidiaries for the account of such Systems Group or, if requested by the Manager and the Receiving Partner agrees to do so, through a cash contribution or loan by the Receiving Partner of such Systems Group, (v) any Assets contributed or loaned by any Partner to the Partnership or its Subsidiaries shall be for the sole account of the Systems Group of such Partner, and (vi) no Assets or Liabilities shall be transferred from the account of one Systems Group to the other; provided that transfers in furtherance of the management of the day-to-day operations and conduct of the business shall not be deemed to violate this Section 1.6(a) so long as appropriate debits and credits are made for the accounts of the Systems Groups to reflect such transfers, and provided further that cash management activities by the Manager, the Partnership and its Subsidiaries as described in Section 1.6(b) below shall not be deemed to violate this Section 1.6(a).

(b)           In furtherance of the “closed system” obligations in Section 1.6(a), from and after the Closed System Time until the Closing, the Manager, the Partnership and the Partnership’s Subsidiaries will continue to manage cash in the day-to-day operations and conduct of the business of the Partnership, provided that appropriate credits and debits shall be made for the account of each Systems Group to reflect any transfer of cash out of one Systems Group

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(which shall be entitled to interest thereon at the Revolver Rate) and into the other Systems Group (which shall be charged interest thereon at the Revolver Rate).

(c)           Any remaining intergroup account payable balances and account receivable balances (including, in each case, any balances due as a result of credits and debits made pursuant to Section 1.6(b)) between the Systems Groups shall be settled by appropriately adjusting the Closing Cash Amount in respect thereof as set forth in the definition of that term and making the payment set forth in Section 1.6(d) below.

(d)           (i) At Closing, Insight will cause the Partnership to transfer to Comcast Newco an amount of cash equal to Insight’s good faith estimate of the Closing Cash Amount (the “ Estimated Closing Cash Amount ”), which estimate shall be delivered to Comcast in a certificate five Business Days prior to Closing (together with appropriate documentation supporting such estimate) and shall be reasonably satisfactory to Comcast.  Such payment may be made by appropriately adjusting the amount of the payment to be made by Comcast pursuant to Section 1.3(k).

(ii)       Not later than ninety (90) days after the Closing, Insight shall deliver to Comcast (A) a certificate setting forth Insight’s calculation of the Closing Cash Amount (the “ Closing Cash Certificate ”) and (B) appropriate documentation supporting such calculation.

(iii)      If Comcast disagrees with Insight’s calculation of the Closing Cash Amount set forth in the Closing Cash Certificate, Comcast may, within ninety (90) days after receipt of Insight’s calculation, deliver a notice (the “ Notice of Dispute ”) to Insight disagreeing with such calculation and setting forth Comcast’s calculation of such amount.  Any such Notice of Dispute shall specify those items or amounts as to which Comcast disagrees, and Comcast shall be deemed to have agreed with all other items and amounts contained in the Closing Cash Certificate.

(iv)      The Partners shall use their reasonable best efforts to reach agreement on the disputed items or amounts identified in the Notice of Dispute.  If, after the thirty (30) days following delivery of the Notice of Dispute, the Partners are unable to reach such agreement, either Partner may give written notice to the other, in which case the Partners promptly shall jointly retain an Accounting Referee that is not the principal independent accountant of the Partnership, the Comcast Parent, the Insight Parent or Carlyle to resolve the disputed items or amounts in the Notice of Dispute.  In making its calculations, the Accounting Referee shall consider only those items or amounts as to which the Partners have disagreed and, with respect to each such item or amount, shall select a number within the range of the dispute between the Partners.  The Accounting Referee shall deliver to the Partners, as promptly as practicable (but, in any event, within thirty (30) days after submission of the dispute to it), a report setting forth its resolution of the disputed items.  Such report shall be final and binding upon the Partners.  The costs of the Accounting Referee shall be shared equally by the Partners.  The Partners shall, and shall use their reasonable best efforts to cause Insight’s, the Partnership’s or Comcast Newco’s, as applicable, independent accountants to, cooperate and assist the Partners in conducting their review of the calculation of the Closing Cash Amount, including making available to the extent necessary any books, records, work papers and personnel.

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(v)           The calculation of the Closing Cash Amount shall be deemed final for the purposes of this Section 1.6 upon the earliest of (i) the written acknowledgement of Comcast that it is final, (ii) the failure of Comcast to deliver a Notice of Dispute within the allotted time period, (iii) the written resolution of all disputes under this Section 1.6(d) by Insight and Comcast, and (iv) the written resolution of all disputes under this Section 1.6(d) by the Accounting Referee.  Once the Closing Cash Amount is deemed final, an appropriate adjustment payment shall be made equal to the difference between the Estimated Closing Cash Amount and the Closing Cash Amount, if any.  Such adjustment payment shall be made in cash by the appropriate Partner to the other Partner at a mutually convenient time and place within three (3) Business Days after the calculation of the Closing Cash Amount is deemed final.  The amount of any payment to be made pursuant to this Section 1.6(d)(v) shall bear interest from and including the Closing Date to but excluding the date of payment at the Revolver Rate (as in effect immediately prior to Closing).

(vi)          For the avoidance of doubt, neither Insight nor Comcast shall dispute the calculation of the Working Capital Amount of the Comcast Systems Group as determined pursuant to Section 1.5 in connection with the determination of the Closing Cash Amount pursuant to this Section 1.6(d).

(vii)         After Closing, except in accordance with the procedures set forth in this Section 1.6(d), neither Partner nor any of its Affiliates or related Persons will be permitted to make any claim (whether under Section 1.21(a) or otherwise) against the other Partner, its Systems Group or any of its Affiliates in respect of whether the Closing Cash Amount was properly calculated.  Notwithstanding anything herein to the contrary, (i) any Liability that was included in the calculation of the Closing Cash Amount and (ii) any Liability in respect of any invoice or cost that should have been included in the calculation of the Closing Cash Amount shall, in each such case, be allocated at the Closing to the Insight Systems Group and not the Comcast Systems Group.  For the avoidance of doubt, (A) any Liability that is not included in the calculation of the Closing Cash Amount and is in respect of a third party claim first made, or third party invoice first received, after the Closing shall not be allocated to the Insight Systems Group pursuant to the preceding sentence and (B) any Liability that is identified as part of the process of determining the Closing Cash Amount and is either disputed with a third party or cannot be reasonably determined shall not be included in the calculation of the Closing Cash Amount and shall not be allocated to the Insight Systems Group pursuant to the preceding sentence.  The Liabilities referred to in clauses (A) and (B) of the proviso to the preceding sentence shall be allocated for the accounts of the Systems Groups in accordance with the other provisions of this Amendment and the Receiving Partner shall be responsible for such Liabilities in accordance with the other provisions of this Amendment.

(e)           Each Partner shall have access before and after the Closed System Time to the books, records and personnel of the Partnership and its Subsidiaries as reasonably necessary to ensure compliance with the foregoing “closed system” provisions, provided that all access shall be during normal business hours and coordinated in advance upon reasonable notice through designated representatives of the Manager and Insight Parent or, after the Closing, the applicable Partner.

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1.7           Management and Governance .

(a)           Except as provided in Section 1.11(b), until the Closing occurs, Insight shall continue to manage the Comcast Systems Group in accordance with the terms and conditions of the Management Agreements, including that the management fee payable to the Manager shall continue to be based on the revenues of all of the Systems and the businesses of the Partnership and its Subsidiaries as set forth in the Management Agreements.  Notwithstanding anything to the contrary in this Amendment, (i) Insight shall not be deemed to be in breach of any of its obligations under the Management Agreements, this Amendment or the Partnership Agreement to the extent that (A) it is taking an action required under this Amendment, (B) it is refraining from taking an action that is prohibited under this Amendment, (C) it is taking an action, or refraining from taking an action, pursuant to and consistent with  instructions or a consent of Comcast; provided that such instructions or consent have been delivered in accordance with Section 3.3, or (D) such breach is caused by Comcast withholding funding with respect to any matter required to be funded by Comcast hereunder; (ii) if Insight seeks, with reasonable notice, the consent of Comcast required under the Management Agreements, the Partnership Agreement or this Amendment to take any action, and Comcast does not promptly consent to the taking of such action, then the Partnership and its Subsidiaries and Insight and its Affiliates shall have no liability to any other party hereto or any of its Affiliates or to the Partnership or its Subsidiaries, for or with respect to any and all Damages arising out of or relating to the failure of Insight or the Partnership (or any of its Subsidiaries) to take such action; and (iii) upon the occurrence or imminent occurrence of any event that could reasonably be expected to cause a disruption of service in a System or have another material adverse effect on a System, Insight shall be permitted to take any reasonable action to the extent necessary to prevent such an event from occurring or to mitigate the losses or damage resulting from such event without the consent of Comcast, even if the consent of Comcast would otherwise be required, provided that (a) Insight has acted in good faith under the circumstances, (b) that Insight shall give Comcast notice of such event or imminent event and the actions taken by Insight in response thereto as promptly as practicable (and shall give Comcast advance notice of such event or imminent event to the extent it is practicable and Insight has advance notice thereof) and shall consult with Comcast during the duration of such event or imminent event, (c) Insight shall use commercially reasonable efforts to cease taking such actions without Comcast’s consent as promptly as practicable, and (d) to the extent the Assets or personnel of one Systems Group are utilized in connection with such actions, appropriate credits and debits shall be made for the accounts of the Systems Groups to account for such utilization except to the extent the relevant credits and debits would be de minimis and do not relate to the transfer of Assets.  The Management Agreements (other than any provisions thereof that survive termination) shall automatically terminate concurrently with the Closing without any additional action by the parties.  In addition, in furtherance of the Partners’ mutual intention to effectuate and facilitate an orderly transition of the Comcast Systems Group to Comcast and to ensure that Comcast receives all of the Assets and Liabilities intended to be included in the Comcast Systems Group hereunder as of the Closing, the Partners agree as set forth below in subsections (b) through (f) of this Section 1.7.

(b)           From the Closed System Time until the Closing, with regard to the Comcast Systems Group, except as otherwise consented to by Comcast in writing, Insight shall and shall cause the Partnership and its Subsidiaries to:

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(i)            use commercially reasonable efforts to preserve intact the business organizations and relationships with third parties and employees of the Partnership and its Subsidiaries;

(ii)           operate the Partnership and its Subsidiaries in the ordinary course of business (including completing line extensions, placing conduit or cable in new developments, fulfilling installation requests and continuing work on existing construction projects and including subscriber acquisition and retention);

(iii)          use good faith efforts to operate the Comcast Systems Group substantially in accordance with the applicable annual budget, subject to any changes or deviations resulting from third party scheduling matters, availability of materials or manpower deficiencies of the Partnership or its Subsidiaries, in each case to the extent not reasonably under the control of Insight, or any third party and other actions or omissions of a third party to the extent not reasonably under the control of Insight and subject to general market, economic, financial, competitive, legislative, regulatory and other factors not within the reasonable control of Insight;

(iv)          provide Comcast with access to employees of the Manager and Insight Parent and to the employees and facilities of the Partnership (including the Comcast Systems Group and any Shared Assets) as reasonably necessary to enable Comcast to undertake transitional activities prior to Closing, subject to Section 1.14, provided that all access to employees and facilities shall be during normal business hours and coordinated in advance upon reasonable notice through designated representatives of the Manager and Insight Parent;

(v)           not operate in a manner that could be reasonably expected to discriminate against the Comcast Systems Group or any component thereof relative to the Insight Systems Group or any component thereof in any non de minimis  aspect of the management or operation of the Comcast Systems Group, including with respect to the staffing and assignment of employees or other resources, preparation or implementation of capital or operating budgets, marketing, products and services offered, service levels, maintenance of plant and equipment and contract compliance and renewals (it being understood that the Systems Groups may be differently situated in respect of certain business, market, economic, financial, competitive, legislative and regulatory conditions and factors (e.g., required staffing levels, employment openings, condition of plant and equipment, customer service demands, products and services offered, competition in the applicable market, etc.) and that reasonable actions taken by Insight in the ordinary course of business and which are consistent with actions that would reasonably be taken if the Partnership were to be operated without regard to the Systems Groups in response to one or more of such conditions shall not be deemed to violate this Section 1.7(b)(v) even if they affect the Systems Groups (or any components thereof) differently);

(vi)          not enter into any settlement or other agreement that would reasonably be expected to have an adversely disproportionate impact (other than a de minimis impact) on Comcast or the Comcast Systems Group relative to the impact on Insight or the Insight Systems Group, taking into account the circumstances of the Systems Groups or the parties;

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(vii)         not make or enter into an agreement to make any acquisitions or dispositions of (i) any material Assets (other than acquisitions of cable communications systems permitted by clause (ii)) or (ii) any cable communications systems except for acquisitions of non-franchise systems within the footprint of the Systems of the Comcast Systems Group that individually have 1,000 basic subscribers or fewer and in the aggregate have 5,000 basic subscribers or fewer; and

(viii)        use commercially reasonable efforts to, in consultation with Comcast, in the ordinary course of business, renew or make valid extensions of all franchises and similar authorizations, consents and permits issued by any Person and all material cable television relay service, business radio and other licenses, authorizations, consents and permits issued by the FCC or any other Person that in any such case expires prior to Closing and provide any required notices of renewal of any of the foregoing that are required to be delivered prior to Closing; provided that in connection with the foregoing, Insight shall not, and shall cause the Partnership not to, (i) agree to the imposition of any condition on any of the foregoing in connection with the transactions contemplated by this Amendment that is not reasonably acceptable to Comcast or (ii) agree or accede to any modification or amendment to or in connection with, or the imposition of any condition to the renewal or extension of, any of the foregoing, in each case, that is not reasonably acceptable to Comcast.  Insight agrees to, and to cause the Partnership to, provide Comcast with reasonable advance notice of any meeting or hearing before the applicable governmental authority or Person and to allow representatives of Comcast to attend any such meetings or hearings.

(c)           From the Closed System Time until the Closing, with respect to the Comcast Systems Group, Insight shall not, and it shall cause the Partnership and its Subsidiaries not to, without the prior written consent of Comcast, enter into, terminate (other than at the expiration of its current term), modify in any material respect, renew (to the extent that Insight has the right, acting alone, not to renew and except for any renewal that is automatic and is for a term that ends less than six months after the Closing Date), suspend or abrogate the terms of any of the following authorizations, consents, permits or Contracts that are for the account of the Comcast Systems Group:

(i)            any franchises or similar authorizations, consents or permits issued by any Person or material cable television relay service, business radio or other licenses, authorizations, consents or permits issued by the FCC or any other Person (other than as required by Section 1.7(b)(viii)) or agree to the imposition of any condition that is not reasonably acceptable to Comcast on any of the foregoing in connection with the transactions contemplated by this Amendment;

(ii)           any agreement providing for payments or receipt for the account of the Comcast Systems Group of over $2,500,000 in any year or $5,000,000 in the aggregate (or, in each case, goods or services of such value), excluding pole, bulk, right of entry and similar agreements;

(iii)          any agreement that limits or would limit the freedom of Comcast or its Affiliates to compete in any business or with any Person or in any area or solicit or hire any employee;

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(iv)         any agreement with Insight, Insight Parent, any of their Affiliates or Carlyle; or

(v)          any agreement with a Carlyle Portfolio Company that is on terms less favorable to the Comcast Systems Group than comparable arm’s length terms.

(d)           From the Closed System Time until the Closing, Insight shall not, and shall cause the Partnership and its Subsidiaries not to, take any of the following actions with respect to the Comcast Systems Group without the prior written consent of Comcast, except as may be necessary to comply with any applicable legal requirements or commitments under Contracts that have been entered into on or prior to the date hereof:

(i)            change the rate charged for any level of cable television service (including any level of basic, digital, tiered or pay cable television service) or for any telephony or high speed data service or re-tier any channels, except (A) for the rate increases set forth on Schedule 1.7(d)(i) , or (B) as part of a promotional program or offering in the ordinary course of business that applies to a material number of Systems in both Systems Groups;

(ii)           except as set forth on Schedule 1.7(d)(ii) , add any channels to or delete any channels from any System included in the Comcast Systems Group, or change the channel lineup in any such System or commit to do so in the future;

(iii)          grant or agree to grant to any employee of any System included in the Comcast Systems Group any increase in (A) wages or bonuses or (B) any severance, profit sharing, retirement, deferred compensation, insurance or other compensation or benefits, except, in each case, (1) in the ordinary course of business consistent with past practices and (2) retention bonuses paid pursuant to the terms of the Insight Deferred Bonus Program (a copy of which has been provided to Comcast prior to the date hereof);

(iv)         mortgage, pledge or subject to any material lien that would survive the Closing any of the Systems or Assets included in the Comcast Systems Group;

(v)          settle any litigation, claim, action, arbitration, dispute or other proceeding (collectively, “ Litigation ”) or the assertion by any governmental authority of a claim of noncompliance under any franchise (a “ Franchise Matter ”) that in either case relates to the Comcast Systems Group or any Shared Asset, other than in the ordinary course of business for which the amount of such settlement is not more than $50,000 and such settlement does not (A) provide for any injunctive or equitable relief against, or future performance obligation of, the Comcast Systems Group or Comcast or any of its Affiliates or (B) contain any admission of guilt or breach relating to the Comcast Systems Group; or

(vi)         make or change any Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, file any amended return, enter into any closing agreement, settle any Tax claim or assessment, or surrender any right to claim a Tax refund, offset or other reduction in Tax liability with respect to the Comcast Systems Group for any period (or portions thereof) commencing after the Closed System Date, in each case, to the extent material.

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(e)           From the Closed System Time until the Closing, with regard to the Comcast Systems Group, Insight shall consult with Comcast regarding the following actions (in advance of taking any such action):

(i)             acquiring any Shared Asset that is not divisible if it (A) is not included in the applicable annual budget and (B) costs $500,000 or more in the aggregate to acquire;

(ii)            entering into any Shared Contract in which the Liabilities that are allocable to the Comcast Systems Group exceed $2,500,000 in any year or $5,000,000 in the aggregate; provided that regardless of the amount of any such Liabilities, (A) any Shared Contract entered into following the Closed System Time must be on customary and arm’s length terms, (B) unless otherwise agreed to by Comcast, any upfront fees, costs or front loaded payments under any Shared Contract entered into following the Closed System Time will be allocated solely to the Insight Systems Group, and (C) unless otherwise agreed to by Comcast, any Breakage Cost Liabilities associated with any Shared Contract entered into following the Closed System Time shall be borne 100% by Insight; or

(iii)           entering into, terminating (other than at the expiration of its current term), modifying in any material respect, renewing (to the extent that Insight acting alone has the right not to renew and except for any renewal that is automatic and is for a term that ends less than six months after the Closing Date), suspending or abrogating the terms of any agreement with an internet service or high speed data service provider, any capacity use or IRU agreement or any agreement with respect to telephony or high speed data, other than any such agreement with a customer entered into in the ordinary course of business; provided that, unless otherwise agreed in writing by Comcast, to the extent any such agreement is entered into after the Closed System Time that is not terminable without penalty or payment at Comcast’s election at Closing, Insight shall bear all costs, penalties, payments, expenses and liabilities that may arise out of the Comcast Systems Group’s termination of (or failure to perform) such agreement at or following Closing.

(f)            The following provisions govern the defense of Litigation and Franchise Matters from and after the Closing that relate to pre-Closing matters with respect to both the Insight Systems Group and the Comcast Systems Group.

(i)             Each Partner shall provide, and shall cause its Affiliates, to provide, the other Partner with written notice of the assertion or the commencement of any such Litigation or Franchise Matter that is received by that Partner and thereafter shall keep the other Partner reasonably informed with respect thereto to the extent it continues to be involved in any such Litigation or Franchise Matter.

(ii)            The Receiving Partner of the Systems Group to which any such Litigation or Franchise Matter primarily relates shall assume the defense of any such Litigation or Franchise Matter with counsel reasonably satisfactory to the Non-Receiving Partner, at the Receiving Partner’s sole expense; provided that the Non-Receiving Partner shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing at its sole expense; and provided further that the Receiving Partner shall not settle or

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enter into any settlement or other agreement in respect of any such Litigation or Franchise Matter if such settlement would be binding on the Non-Receiving Partner or the Systems Group of the Non-Receiving Partner or the Non-Receiving Partner or the Systems Group of the Non-Receiving Partner would have any obligation as a result of such settlement (whether monetary or otherwise) unless such settlement or agreement is consented to in writing by the Non-Receiving Partner, such consent not to be unreasonably withheld or delayed.

(iii)          With respect to any such Litigation or Franchise Matter that does not primarily relate to either Systems Group, the Partners shall cooperate in good faith in determining how the defense of the matter will be managed; provided that if the Partners determine that one of them shall control the defense of the matter, the controlling Partner shall not settle or enter into any settlement or other agreement in respect of any such Litigation or Franchise Matter if such settlement would be binding on the other Partner or its Systems Group or the other Partner or its Systems Group would have any obligation as a result of such settlement (whether monetary or otherwise) unless such settlement is consented to in writing by the other Partner, such consent not to be unreasonably withheld or delayed.

(g)           Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Litigation or Franchise Matter and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

1.8           Information Rights .

(a)           From the Closed System Time until the Closing, Insight shall cause the Partnership to prepare and deliver, or cause to be prepared and delivered, to Comcast the following information, where applicable, in accordance with generally accepted accounting principles consistently applied by the Partnership (it being understood that a statement of assets and liabilities does not include equity information and that certain operational information (such as subscriber activity) and certain financial information and analysis (such as budgets and budget variance analysis) is by its nature not prepared in accordance with generally accepted accounting principles):

(i)            if requested by Comcast, audited financial statements for each Systems Group for each completed Fiscal Year (beginning with Fiscal Year 2006) consisting of a statement of assets and liabilities, a statement of income or loss and a statement of cash flows, which financial statements shall be delivered as soon as reasonably practicable following the end of such Fiscal Year;

(ii)           unaudited financial statements for each Systems Group for each quarter of a Fiscal Year (beginning with Fiscal Year 2007) consisting of a statement of assets and liabilities, a statement of income or loss and a statement of cash flows, which shall be delivered no later than 45 days after the close of such calendar quarter;

(iii)          a monthly report, to be delivered no later than 30 days following the close of each calendar month, consisting of the following information for the Partnership,

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each Systems Group, each District and each cost or profit center (e.g., Illinois Ad Sales, Columbus Ad Sales, Insight Business Services, Support Services-IT, etc.) of the Partnership:  (i) an unaudited statement of assets and liabilities for such month complete with comparison to the same monthly period for the prior year to the extent available, (ii) an unaudited statement of income and loss for such month and year-to-date period complete with a comparison to the same monthly period for the prior year (to the extent available) and the then current annual budget, and (iii) an unaudited report of actual capital expenditures for such month and year-to-date period complete with a comparison to the then current annual budget; and

(iv)          a monthly report, to be delivered no later than 30 days following the close of each calendar month, detailing subscriber activity for such month for the Partnership and its Subsidiaries, each Systems Group and each District, including connect and disconnect activity, the number of homes passed, the number of basic subscribers, digital subscribers, high speed data subscribers, telephony subscribers (with delineation of VoIP telephony subscribers from circuit switch telephony subscribers, if available), and premium pay service usage, etc.

(b)           After Closing, each Systems Group agrees to make available, or cause to be made available, to the other Systems Group, as soon as reasonably practicable after written request therefor, any information regarding the Partnership or any of its Subsidiaries and with respect to any period prior to the Closing in the possession or under the control of such respective Systems Group or its Affiliates that the requesting party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities or Tax laws) by a governmental authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative, Tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Tax or other similar requirements, (iii) to comply with its obligations under this Amendment or any other related agreements or (iv) for any other proper purpose; provided , however , that in the event that either Systems Group determines that any such provision of information could be commercially detrimental, violate any Law or agreement, or waive any attorney-client privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.  It is understood and agreed that this covenant does not impose a duty on either Systems Group to retain any books and records beyond its normal record and data retention policies (so long as such policies are consistent with applicable law) or to incur additional costs (unless reimbursed by the other Systems Group) or to provide access beyond what is reasonably practicable.

1.9           Tax Matters and Allocations .

(a)           Certain Tax Matters.

(i)            The Partnership shall engage the Appraiser to determine the fair market value of the Assets of the Systems Groups as of the Closing.  The fees and expenses of the Appraiser shall be shared equally by the Partners.  Comcast and Insight shall use commercially reasonable efforts to reach agreement as to the fair market value for Tax purposes of the Assets of each Systems Group as of the Closed System Time taking into account the Appraiser’s determination of the relative value of the Assets of each Systems Group as of the Closing (the “ Agreed Closed System Time Values ”).  The Partners shall use commercially

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reasonable efforts to reach agreement as to the Agreed Closed System Time Values before the filing of the Partnership’s U.S. federal income Tax return for the taxable period ending on the Closed System Date.  The Partners shall report on all Tax returns the allocation and distribution of the Systems Groups consistent with the Agreed Closed System Time Values.

(ii)           The Partners shall cooperate in good faith to reach agreement as to the like-kind nature of the assets distributed to each Partner pursuant to Section 704(c)(2) of the Code.

(iii)          For purposes of determining income and gain recognized by the Partnership and the Partners pursuant to Section 751(b) of the Code, (A) the Partners shall be treated as having simultaneously withdrawn from the Partnership as of the Closed System Time, (B) income or gain recognized by the Partnership pursuant to Section 751(b) shall be allocated to the Partners in accordance with Sections 4.2, 4.3 and 4.4 of the Partnership Agreement, and (C) as permitted by Treasury Regulation Section 1.751-1(g) Example (3)(c), the Partners shall cooperate in good faith to reach an agreement as to the Section 751(b) Assets and Other Partnership Property deemed exchanged by the Partnership (the transactions described in (A), (B) and (C), the “ Simultaneous Withdrawal Method ”).  The parties shall cooperate in good faith to determine the amount of income and gain that would be recognized by Comcast as of the Closed System Time with respect to, less the present value of the future tax benefits, if any, that would be recognized by Comcast as a result of additional tax basis in the assets of the Comcast Systems Group generated as a result of, the Simultaneous Withdrawal Method (such income and gain less the present value of any such tax benefits, the “ Comcast SWM Section 751(b) Amount ”).  The parties shall also cooperate in good faith to determine the amount of income and gain that would be recognized by Comcast as of the Closed System Time with respect to, less the present value of the future tax benefits, if any, that would be recognized by Comcast as a result of additional tax basis in the assets of the Comcast Systems Group generated as a result of, a transaction in which (X) the Section 751(b) Assets and the Other Partnership Property were distributed to the Partners in a transaction to which Section 751(b) does not apply and (Y) the Partners were deemed to exchange such Section 751(b) Assets and Other Partnership Property to the extent necessary to reflect the actual allocation of Section 751(b) Assets and Other Partnership Property in the applicable Systems Groups (the transactions described in (X) and (Y), the “ Pro Rata Distribution Method ” and such income and gain less the present value of any such tax benefits, the “ Comcast PRDM Section 751(b) Amount ”)).  If the Comcast SWM Section 751(b) Amount is greater than the Comcast PRDM Section 751(b) Amount, then for purposes of determining the income and gain recognized by the Partners and the Partnership pursuant to Section 751(b) of the Code, the Partnership shall apply the Pro Rata Distribution Method; provided, however, that Insight shall have the right to elect, by providing written notice to Comcast of such election, to cause the Partnership to apply the Simultaneous Withdrawal Method.  If Insight elects to cause the Partnership to apply the Simultaneous Withdrawal Method pursuant to the proviso to the foregoing sentence, Insight shall pay Comcast, no later than 10 days business days prior to the due date for the Partnership’s U.S. federal income Tax return with respect to the taxable period ending on the Closed System Date, an additional amount such that, on an after-Tax basis (taking into account Taxes due with respect to such additional amount, if any), Comcast receives a net amount equal to the Tax payable with respect to the excess of the Comcast SWM Section 751(b) Amount over the Comcast PRDM Section 751(b) Amount.

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(b)           Special Allocations; Redemption for Income Tax Purposes .

(i)            As of the Closed System Time, for all Income Tax purposes, (1) the Comcast Systems Group shall be treated as having been distributed to Comcast and Comcast shall be treated as having assumed Partnership liabilities in an amount equal to the amount of Debt, Shared Liabilities and other liabilities allocated to the Comcast Systems Group (or borne by Comcast) pursuant to this Amendment, (2) the Insight Systems Group shall be treated as having been distributed to Insight and Insight shall be treated as having assumed Partnership liabilities in an amount equal to t