<PAGE>

                                                                Exhibit 4.2


                         REGISTRATION RIGHTS AGREEMENT

                         Dated as of February 6, 2001
                                 by and among

                     Insight Communications Company, Inc.
                     Insight Communications Company, L.P.

                                      and

                             Goldman, Sachs & Co.
                    Credit Suisse First Boston Corporation
                           BNY Capital Markets, Inc.
                             Chase Securities Inc.
                            Fleet Securities, Inc.
                           TD Securities (USA) Inc.
<PAGE>

     This Registration Rights Agreement (this "Agreement") is made and entered
                                               ---------
into as of February 6, 2001 by and among Insight Communications Company, Inc., a
Delaware corporation (the "Company" or the "Issuer") and Insight Communications
                           -------          ------
Company, L.P., a Delaware limited partnership ("Insight L.P."), and Goldman,
                                                ------------
Sachs & Co., Credit Suisse First Boston Corporation, BNY Capital Markets, Inc.,
Chase Securities Inc., Fleet Securities, Inc. and TD Securities (USA) Inc. (each
an "Initial Purchaser" and, collectively, the "Initial Purchasers") each of whom
    -----------------                          ------------------
has agreed to purchase the Issuer's 12 1/4% Senior Discount Notes due 2011 (the
"Notes") pursuant to the Purchase Agreement (as defined below).
 -----

     This Agreement is made pursuant to the Purchase Agreement, dated February
1, 2001 (the "Purchase Agreement"), by and among the Issuer, Insight L.P. and
              ------------------
the Initial Purchasers.  In order to induce the Initial Purchasers to purchase
the Notes, the Issuer has agreed to provide the registration rights set forth in
this Agreement.  The execution and delivery of this Agreement is a condition to
the obligations of the Initial Purchasers set forth in the Purchase Agreement.
Capitalized terms used herein and not otherwise defined shall have the meaning
assigned to them in the Indenture, dated February 6, 2001, between the Issuer
and The Bank of New York, as Trustee, relating to the Notes and the Exchange
Notes (the "Indenture").
            ---------

     The parties hereby agree as follows:

1.  DEFINITIONS

     As used in this Agreement, the following capitalized terms shall have the
following meanings:

     Act:  The Securities Act of 1933, as amended.
     ---

     Affiliate:  As defined in Rule 144 of the Act.
     ---------

     Broker-Dealer:  Any broker or dealer registered under the Exchange Act.
     -------------

     Certificated Securities:  Definitive Notes, as defined in the Indenture.
     -----------------------

     Closing Date:  The date hereof.
     ------------

     Commission:  The Securities and Exchange Commission.
     ----------

     Consummate:  An Exchange Offer shall be deemed "Consummated" for purposes
     ----------
of this Agreement upon the occurrence of (a) the filing and effectiveness under
the Act of the Exchange Offer Registration Statement relating to the Exchange
Notes to be issued in the Exchange Offer, (b) the maintenance of such Exchange
Offer Registration Statement continuously effective and the keeping of the
Exchange Offer open for a period not less than the period required pursuant to
Section 3(b) hereof and (c) the delivery by the Issuer to the Registrar under
the Indenture of Exchange Notes in the same aggregate principal amount as the
aggregate principal amount of Notes tendered by Holders thereof pursuant to the
Exchange Offer.

     Consummation Deadline:  As defined in Section 3(b) hereof.
     ---------------------

                                       1
<PAGE>

     Effectiveness Deadline:  As defined in Section 3(a) and 4(a) hereof.
     ----------------------

     Exchange Act:  The Securities Exchange Act of 1934, as amended.
     ------------

     Exchange Notes:  The Issuer's 12 1/4% Senior Discount Notes due 2011 to be
     --------------
issued pursuant to the Indenture (i) in the Exchange Offer or (ii) as
contemplated by Section 4 hereof.

     Exchange Offer:  The exchange and issuance by the Issuer of a principal
     --------------
amount of Exchange Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of Notes
that are tendered by such Holders in connection with such exchange and issuance.

     Exchange Offer Registration Statement:  The Registration Statement relating
     -------------------------------------
to the Exchange Offer, including the related Prospectus.

     Exempt Resales:  The transactions in which the Initial Purchasers propose
     --------------
to sell the Notes to certain "qualified institutional buyers," as such term is
defined in Rule 144A under the Act.

     Filing Deadline:  As defined in Sections 3(a) and 4(a) hereof.
     ---------------

     Holders:  As defined in Section 2 hereof.
     -------

     Prospectus:  The prospectus included in a Registration Statement at the
     ----------
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

     Recommencement Date: As defined in Section 6(d) hereof.
     -------------------

     Registration Default:  As defined in Section 5 hereof.
     --------------------

     Registration Statement:  Any registration statement of the Issuer relating
     ----------------------
to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the
registration for resale of Transfer Restricted Securities pursuant to the Shelf
Registration Statement, in each case, (i) that is filed pursuant to the
provisions of this Agreement and (ii) including the Prospectus included therein,
all amendments and supplements thereto (including post-effective amendments) and
all exhibits and material incorporated by reference therein.

     Rule 144: Rule 144 promulgated under the Act.
     --------

     Shelf Registration Statement:  As defined in Section 4 hereof.
     ----------------------------

     Suspension Notice:  As defined in Section 6(d) hereof.
     -----------------

     TIA:  The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as
     ---
in effect on the date of the Indenture.

                                       2
<PAGE>

     Transfer Restricted Securities: Each (A) Note, until the earliest to occur
     ------------------------------
of (i) the date on which such Note is exchanged in the Exchange Offer for a
Exchange Note which is entitled to be resold to the public by the Holder thereof
without complying with the prospectus delivery requirements of the Act, (ii) the
date on which such Note has been disposed of in accordance with a Shelf
Registration Statement (and the purchasers thereof have been issued Exchange
Notes), or (iii) the date on which such Note is distributed to the public
pursuant to Rule 144 under the Act and each (B) Exchange Note held by a Broker-
Dealer until the date on which such Exchange Note is disposed of by a Broker-
Dealer pursuant to the "Plan of Distribution" contemplated by the Exchange Offer
Registration Statement (including the delivery of the Prospectus contained
therein).

2.  HOLDERS

     A Person is deemed to be a holder of Transfer Restricted Securities (each,
a "Holder") whenever such Person owns Transfer Restricted Securities.
   ------

3.  REGISTERED EXCHANGE OFFER

         (a)   Unless the Exchange Offer shall not be permitted by applicable
federal law (after the procedures set forth in Section 6(a)(i) below have been
complied with), the Issuer shall (i) cause the Exchange Offer Registration
Statement to be filed with the Commission as soon as practicable after the
Closing Date, but in no event later than 150 days after the Closing Date (such
150th day being the "Filing Deadline"), (ii) use its reasonable best efforts to
                     ---------------
cause such Exchange Offer Registration Statement to become effective at the
earliest possible time, but in no event later than 330 days after the Closing
Date (such 330th day being the "Effectiveness Deadline"), (iii) in connection
                                ----------------------
with the foregoing, (A) file all pre-effective amendments to such Exchange Offer
Registration Statement as may be necessary in order to cause it to become
effective, (B) file, if applicable, a post-effective amendment to such Exchange
Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause
all necessary filings, if any, in connection with the registration and
qualification of the Exchange Notes to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer, and
(iv) upon the effectiveness of such Exchange Offer Registration Statement,
commence and Consummate the Exchange Offer. The Exchange Offer shall be on the
appropriate form permitting (i) registration of the Exchange Notes to be offered
in exchange for the Notes that are Transfer Restricted Securities and (ii)
resales of Exchange Notes by Broker-Dealers that tendered into the Exchange
Offer Notes that such Broker-Dealer acquired for its own account as a result of
market making activities or other trading activities (other than Notes acquired
directly from the Issuer or any of its Affiliates) as contemplated by Section
3(c) below.

         (b)  The Issuer shall use its reasonable best efforts to cause the
Exchange Offer Registration Statement to be effective continuously, and shall
keep the Exchange Offer open for a period of not less than the minimum period
required under applicable federal and state securities laws to Consummate the
Exchange Offer; provided, however, that in no event shall such period be less
than 20 Business Days. The Issuer shall cause the Exchange Offer to comply with
all applicable federal and state securities laws. No securities other than the
Exchange Notes shall be included in the Exchange Offer Registration Statement.
The Issuer shall use its reasonable best efforts to cause the Exchange Offer to
be Consummated on the earliest practicable date after the

                                       3
<PAGE>

     Exchange Offer Registration Statement has become effective, but in no event
     later than 30 business days thereafter or such later date that may be
     required by federal securities laws (such 30th or later day being the
     "Consummation Deadline").
      ---------------------

         (c)  The Issuer shall include a "Plan of Distribution" section in the
     Prospectus contained in the Exchange Offer Registration Statement and
     indicate therein that any Broker-Dealer who holds Transfer Restricted
     Securities that were acquired for the account of such Broker-Dealer as a
     result of market-making activities or other trading activities (other than
     Notes acquired directly from the Issuer or any Affiliate of the Issuer),
     may exchange such Transfer Restricted Securities pursuant to the Exchange
     Offer. Such "Plan of Distribution" section shall also contain all other
     information with respect to such sales by such Broker-Dealers that the
     Commission may require in order to permit such sales pursuant thereto, but
     such "Plan of Distribution" shall not name any such Broker-Dealer or
     disclose the amount of Transfer Restricted Securities held by any such
     Broker-Dealer, except to the extent required by the Commission as a result
     of a change in policy, rules or regulations after the date of this
     Agreement. See the Shearman & Sterling no-action letter (available July 2,
                        -------------------
     1993).


         Because such Broker-Dealer may be deemed to be an "underwriter" within
     the meaning of the Act and must, therefore, deliver a prospectus meeting
     the requirements of the Act in connection with its initial sale of any
     Exchange Notes received by such Broker-Dealer in the Exchange Offer, the
     Issuer shall permit the use of the Prospectus contained in the Exchange
     Offer Registration Statement by such Broker-Dealer to satisfy such
     prospectus delivery requirement. To the extent necessary to ensure that the
     prospectus contained in the Exchange Offer Registration Statement is
     available for sales of Exchange Notes by Broker-Dealers, the Issuer agrees
     to use its reasonable best efforts to keep the Exchange Offer Registration
     Statement continuously effective, supplemented, amended and current as
     required by and subject to the provisions of Section 6(a) and (c) hereof
     and in conformity with the requirements of this Agreement, the Act and the
     policies, rules and regulations of the Commission as announced from time to
     time, for a period of 180 days from the Consummation Deadline or such
     shorter period as will terminate when all Transfer Restricted Securities
     covered by such Registration Statement have been sold pursuant thereto. The
     Issuer shall provide sufficient copies of the latest version of such
     Prospectus to such Broker-Dealers, promptly upon request, and in no event
     later than one day after such request, at any time during such period.

     4.  SHELF REGISTRATION

         (a)  Shelf Registration.  If (i) the Exchange Offer is not permitted by
              ------------------
     applicable law (after the Issuer has complied with the procedures set forth
     in Section 6(a)(i) below) or (ii) if any Holder of Transfer Restricted
     Securities shall notify the Issuer within 20 Business Days following the
     Consummation Deadline that (A) such Holder was prohibited by law or
     Commission policy from participating in the Exchange Offer or (B) such
     Holder may not resell the Exchange Notes acquired by it in the Exchange
     Offer to the public without delivering a prospectus and the Prospectus
     contained in the Exchange Offer Registration Statement is not appropriate
     or available for such resales by such Holder or (C) such Holder is a
     Broker-Dealer and holds Notes acquired directly from the Issuer or any of
     its Affiliates, then the Issuer shall:

                                       4
<PAGE>

  (x) use its reasonable best efforts to cause to be filed, on or prior to 30
days after the earlier of (i) the date on which the Issuer determines that the
Exchange Offer Registration Statement cannot be filed as a result of clause
(a)(i) above and (ii) the date on which the Issuer receives the notice specified
in clause (a)(ii) above, (such earlier date, the "Filing Deadline"), a shelf
                                                  ---------------
registration statement pursuant to Rule 415 under the Act (which may be an
amendment to the Exchange Offer Registration Statement (the "Shelf Registration
                                                             ------------------
Statement")), relating to all Transfer Restricted Securities, and
---------

  (y) use its reasonable best efforts to cause such Shelf Registration Statement
to become effective on or prior to 90 days after the Filing Deadline for the
Shelf Registration Statement (such 90th day the "Effectiveness Deadline");
                                                 ----------------------

     provided that in no event shall the Filing Deadline and Effectiveness
Deadline under Section 4(a) be earlier than the Filing Deadline and
Effectiveness Deadline under Section 3(a).

     If, after the Issuer has filed an Exchange Offer Registration Statement
that satisfies the requirements of Section 3(a) above, the Issuer is required to
file and make effective a Shelf Registration Statement solely because the
Exchange Offer is not permitted under applicable federal law (i.e., clause
(a)(i) above), then the filing of the Exchange Offer Registration Statement
shall be deemed to satisfy the requirements of clause (x) above; provided that,
in such event, the Issuer shall remain obligated to meet the Effectiveness
Deadline set forth in clause (y).

     To the extent necessary to ensure that the Shelf Registration Statement is
available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required
to be registered therein pursuant to Section 6(b)(ii) hereof, the Issuer shall
use its reasonable best efforts to keep any Shelf Registration Statement
required by this Section 4(a) continuously effective, supplemented, amended and
current as required by and subject to the provisions of Sections 6(b) and (c)
hereof and in conformity with the requirements of this Agreement, the Act and
the policies, rules and regulations of the Commission as announced from time to
time, for a period of at least two years (as extended pursuant to Section
6(c)(i)) following the Closing Date, or such shorter period as will terminate
when  all Transfer Restricted Securities covered by such Shelf Registration
Statement have been sold pursuant thereto.

     (b)  Provision by Holders of Certain Information in Connection with the
          -------------------------------------------------------------------
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
----------------------------
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Issuer in writing, within 20 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of
the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder of Transfer
Restricted Securities shall be entitled to liquidated damages pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
information. Each selling Holder agrees to promptly furnish additional
information required to be disclosed in order to make the information previously
furnished to the Issuer by such Holder not materially misleading.

                                       5
<PAGE>

5.  LIQUIDATED DAMAGES

      If (i) any Registration Statement required by this Agreement is not filed
with the Commission on or prior to the applicable Filing Deadline, (ii) any such
Registration Statement has not been declared effective by the Commission on or
prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not
been Consummated on or prior to the Consummation Deadline or (iv) any
Registration Statement required by this Agreement is filed and declared
effective but shall thereafter cease to be effective or fail to be usable for
its intended purpose without being succeeded immediately by a post-effective
amendment to such Registration Statement that cures such failure and that is
itself declared effective immediately (each such event referred to in clauses
(i) through (iv), a "Registration Default"), then the Issuer hereby agrees to
                     --------------------
pay to each Holder of Transfer Restricted Securities affected thereby liquidated
damages in an amount equal to $.05 per week per $1,000 in principal amount at
maturity of Transfer Restricted Securities held by such Holder for each week or
portion thereof that the Registration Default continues for the first 90-day
period immediately following the occurrence of such Registration Default.  The
amount of the liquidated damages shall increase by an additional $.05 per week
per $1,000 in principal amount at maturity of Transfer Restricted Securities
with respect to each subsequent 90-day period until all Registration Defaults
have been cured, up to a maximum amount of liquidated damages of $.50 per week
per $1,000 in principal amount at maturity of Transfer Restricted Securities;
provided that the Issuer shall in no event be required to pay liquidated damages
for more than one Registration Default at any given time.  Notwithstanding
anything to the contrary set forth herein, (1) upon filing of the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange
Offer Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (ii) above, (3) upon Consummation of the Exchange
Offer, in the case of (iii) above, or (4) upon the filing of a post-effective
amendment to the Registration Statement or an additional Registration Statement
that causes the Exchange Offer Registration Statement (and/or, if applicable,
the Shelf Registration Statement) to again be declared effective or made usable
in the case of (iv) above, the liquidated damages payable with respect to the
Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or
(iv), as applicable, shall cease.

      All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each Interest Payment Date, as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated damages
are due cease to be Transfer Restricted Securities, all obligations of the
Issuer to pay liquidated damages with respect to securities shall survive until
such time as such obligations with respect to such securities shall have been
satisfied in full.

6.  REGISTRATION PROCEDURES

         (a)  Exchange Offer Registration Statement. In connection with the
              -------------------------------------
Exchange Offer, the Issuer shall (x) comply with all applicable provisions of
Section 6(c) below, (y) use its reasonable best efforts to effect such exchange
and to permit the resale of Exchange Notes by Broker-Dealers that tendered in
the Exchange Offer Notes that such Broker-Dealer acquired for its own account as
a result of its market making activities or other trading activities (other than
Notes acquired directly from the Issuer or any of its Affiliates) being sold in
accordance with the

                                       6
<PAGE>

intended method or methods of distribution thereof, and (z) comply with all of
the following provisions:

         (i)   If, following the date hereof there has been announced a change
     in Commission policy with respect to exchange offers such as the Exchange
     Offer, that in the reasonable opinion of counsel to the Issuer raises a
     substantial question as to whether the Exchange Offer is permitted by
     applicable federal law, the Issuer hereby agrees to seek a no-action letter
     or other favorable decision from the Commission allowing the Issuer to
     Consummate an Exchange Offer for such Transfer Restricted Securities. The
     Issuer hereby agrees to pursue the issuance of such a decision to the
     Commission staff level. In connection with the foregoing, the Issuer hereby
     agrees to take all such other actions as may be requested by the Commission
     or otherwise required in connection with the issuance of such decision,
     including without limitation (A) participating in telephonic conferences
     with the Commission, (B) delivering to the Commission staff an analysis
     prepared by counsel to the Issuer setting forth the legal bases, if any,
     upon which such counsel has concluded that such an Exchange Offer should be
     permitted and (C) diligently pursuing a resolution (which need not be
     favorable) by the Commission staff.

         (ii)  As a condition to its participation in the Exchange Offer, each
     Holder of Transfer Restricted Securities (including, without limitation,
     any Holder who is a Broker-Dealer) shall furnish, upon the request of the
     Issuer, prior to the Consummation of the Exchange Offer, a written
     representation to the Issuer (which may be contained in the letter of
     transmittal contemplated by the Exchange Offer Registration Statement) to
     the effect that (A) it is not an Affiliate of the Issuer, (B) it is not
     engaged in, and does not intend to engage in, and has no arrangement or
     understanding with any person to participate in, a distribution of the
     Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring
     the Exchange Notes in its ordinary course of business. As a condition to
     its participation in the Exchange Offer, each Holder using the Exchange
     Offer to participate in a distribution of the Exchange Notes shall
     acknowledge and agree that, if the resales are of Exchange Notes obtained
     by such Holder in exchange for Notes acquired directly from the Issuer or
     an Affiliate thereof, it (1) could not, under Commission policy as in
     effect on the date of this Agreement, rely on the position of the
     Commission enunciated in Morgan Stanley and Co., Inc. (available June 5,
                              ---------------------------
     1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as
               ----------------------------------
     interpreted in the Commission's letter to Shearman & Sterling dated July 2,
                                               -------------------
     1993, and similar no-action letters (including, if applicable, any no-
     action letter obtained pursuant to clause (i) above), and (2) must comply
     with the registration and prospectus delivery requirements of the Act in
     connection with a secondary resale transaction and that such a secondary
     resale transaction must be covered by an effective registration statement
     containing the selling security holder information required by Item 507 or
     508, as applicable, of Regulation S-K.

         (iii)  Prior to effectiveness of the Exchange Offer Registration
     Statement, the Issuer shall provide a supplemental letter to the Commission
     (A)

                                       7
<PAGE>

     stating that the Issuer is registering the Exchange Offer in reliance on
     the position of the Commission enunciated in Exxon Capital Holdings
                                                  ----------------------
     Corporation (available May 13, 1988), Morgan Stanley and Co., Inc.
     -----------                           ---------------------
     (available June 5, 1991) as interpreted in the Commission's letter to
     Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action
     -------------------
     letter obtained pursuant to clause (i) above, (B) including a
     representation that neither Issuer has entered into any arrangement or
     understanding with any Person to distribute the Exchange Notes to be
     received in the Exchange Offer and that, to the best of the Issuer's
     information and belief, each Holder participating in the Exchange Offer is
     acquiring the Exchange Notes in its ordinary course of business and has no
     arrangement or understanding with any Person to participate in the
     distribution of the Exchange Notes received in the Exchange Offer and (C)
     any other undertaking or representation required by the Commission as set
     forth in any no-action letter obtained pursuant to clause (i) above, if
     applicable.

      (b)  Shelf Registration Statement. In connection with the Shelf
           ----------------------------
Registration Statement, the Issuer shall:

           (i)  comply with all the provisions of Section 6(c) below and use its
     reasonable best efforts to effect such registration to permit the sale of
     the Transfer Restricted Securities being sold in accordance with the
     intended method or methods of distribution thereof (as indicated in the
     information furnished to the Issuer pursuant to Section 4(b) hereof), and
     pursuant thereto the Issuer will prepare and file with the Commission a
     Registration Statement relating to the registration on any appropriate form
     under the Act, which form shall be available for the sale of the Transfer
     Restricted Securities in accordance with the intended method or methods of
     distribution thereof within the time periods and otherwise in accordance
     with the provisions hereof, and

           (ii) issue, upon the request of any Holder or purchaser of Notes
     covered by any Shelf Registration Statement contemplated by this Agreement,
     Exchange Notes having an aggregate principal amount equal to the aggregate
     principal amount of Notes sold pursuant to the Shelf Registration Statement
     and surrendered to the Issuer for cancellation; the Issuer shall register
     Exchange Notes on the Shelf Registration Statement for this purpose and
     issue the Exchange Notes to the purchaser(s) of securities subject to the
     Shelf Registration Statement in the names as such purchaser(s) shall
     designate.

      (c)  General Provisions. In connection with any Registration Statement and
           ------------------
any related Prospectus required by this Agreement, the Issuer shall:

           (i)  use its reasonable best efforts to keep such Registration
     Statement continuously effective and provide all requisite financial
     statements for the period specified in Section 3 or 4 of this Agreement, as
     applicable. Upon the occurrence of any event that would cause any such
     Registration Statement or the Prospectus contained therein (A) to contain
     an untrue statement of material fact or omit to state any material fact
     necessary to make the statements therein not misleading or

                                       8
<PAGE>

     (B) not to be effective and usable for resale of Transfer Restricted
     Securities during the period required by this Agreement, the Issuer shall
     file promptly an appropriate amendment to such Registration Statement
     curing such defect, and, if Commission review is required, use its
     reasonable best efforts to cause such amendment to be declared effective as
     soon as practicable;

         (ii)     prepare and file with the Commission such amendments and post-
     effective amendments to the applicable Registration Statement as may be
     necessary to keep such Registration Statement effective for the applicable
     period set forth in Section 3 or 4 hereof, as the case may be; cause the
     Prospectus to be supplemented by any required Prospectus supplement, and as
     so supplemented to be filed pursuant to Rule 424 under the Act, and to
     comply fully with Rules 424, 430A and 462, as applicable, under the Act in
     a timely manner; and comply with those provisions of the Act that are
     applicable to the Issuer with respect to the disposition of all securities
     covered by such Registration Statement during the applicable period in
     accordance with the intended method or methods of distribution by the
     sellers thereof set forth in such Registration Statement or supplement to
     the Prospectus;

         (iii)    advise each Holder promptly and, if requested by such Holder,
     confirm such advice in writing, (A) when the Prospectus or any Prospectus
     supplement or post-effective amendment has been filed, and, with respect to
     any applicable Registration Statement or any post-effective amendment
     thereto, when the same has become effective, (B) of any request by the
     Commission for amendments to the Registration Statement or supplements to
     the Prospectus or for additional information relating thereto, (C) of the
     issuance by the Commission of any stop order suspending the effectiveness
     of the Registration Statement under the Act or of the suspension by any
     state securities commission of the qualification of the Transfer Restricted
     Securities for offering or sale in any jurisdiction, or the initiation of
     any proceeding for any of the preceding purposes, and (D) of the existence
     of any fact or the happening of any event that makes any statement of a
     material fact made in the Registration Statement, the Prospectus, any
     amendment or supplement thereto or any document incorporated by reference
     therein untrue, or that requires the making of any additions to or changes
     in the Registration Statement in order to make the statements therein not
     misleading, or that requires the making of any additions to or changes in
     the Prospectus in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading. If at any time
     the Commission shall issue any stop order suspending the effectiveness of
     the Registration Statement, or any state securities commission or other
     regulatory authority shall issue an order suspending the qualification or
     exemption from qualification of the Transfer Restricted Securities under
     state securities or Blue Sky laws, the Issuer shall use its reasonable best
     efforts to obtain the withdrawal or lifting of such order at the earliest
     possible time;

         (iv)     subject to Section 6(c)(i), if any fact or event contemplated
     by Section 6(c)(iii)(D) above shall exist or have occurred, prepare a
     supplement or post-effective amendment to the Registration Statement or
     related Prospectus or

                                       9
<PAGE>

     any document incorporated therein by reference or file any other required
     document so that, as thereafter delivered to the purchasers of Transfer
     Restricted Securities, the Prospectus will not contain an untrue statement
     of a material fact or omit to state any material fact necessary to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading;

         (v)     if requested by a Holder, furnish to such Holder in connection
     with such exchange or sale, if any, before filing with the Commission,
     copies of any Registration Statement or any Prospectus included therein or
     any amendments or supplements to any such Registration Statement or
     Prospectus (including all documents incorporated by reference after the
     initial filing of such Registration Statement), which documents will be
     subject to the review and comment of such Holder in connection with such
     sale, if any, for a period of at least two Business Days, and the Issuer
     will not file any such Registration Statement or Prospectus or any
     amendment or supplement to any such Registration Statement or Prospectus
     (including all such documents incorporated by reference) to which such
     Holder shall reasonably object within two Business Days after the receipt
     thereof. A Holder shall be deemed to have reasonably objected to such
     filing if such Registration Statement, amendment, Prospectus or supplement,
     as applicable, as proposed to be filed, contains an untrue statement of a
     material fact or omit to state any material fact necessary to make the
     statements therein not misleading or fails to comply with the applicable
     requirements of the Act;

         (vi)    if requested by a Holder, promptly prior to the filing of any
     document that is to be incorporated by reference into a Registration
     Statement or Prospectus, provide copies of such document to such Holder in
     connection with such exchange or sale, if any, make the Issuer's
     representatives available for discussion of such document and other
     customary due diligence matters, and include such information in such
     document prior to the filing thereof as such Holder may reasonably request;

         (vii)   make available, at reasonable times, for inspection by each
     underwriter and any attorney or accountant retained by such underwriters,
     all financial and other records, pertinent corporate documents of the
     Issuer and cause the Issuer's officers, directors and employees to supply
     all information reasonably requested by any such underwriters, attorney or
     accountant in connection with such Registration Statement or any post-
     effective amendment thereto subsequent to the filing thereof and prior to
     its effectiveness;

        (viii)   if requested by any Holder in connection with such exchange or
     sale, promptly include in any Registration Statement or Prospectus,
     pursuant to a supplement or post-effective amendment if necessary, such
     information as such Holders may reasonably request to have included
     therein, including, without limitation, information relating to the
     "Underwriting" of the Transfer Restricted Securities; and make all required
     filings of such Prospectus supplement or post-effective amendment as soon
     as practicable after the Issuer are notified of the

                                       10
<PAGE>

     matters to be included in such Prospectus supplement or post-effective
     amendment;

        (ix)     furnish to each Holder in connection with such exchange or
     sale, without charge, at least one copy of the Registration Statement, as
     first filed with the Commission, and of each amendment thereto, including
     all documents incorporated by reference therein and all exhibits (including
     exhibits incorporated therein by reference);

        (x)      deliver to each Holder without charge, as many copies of the
     Prospectus (including each preliminary prospectus) and any amendment or
     supplement thereto as such Persons reasonably may request; the Issuer
     hereby consents to the use (in accordance with law) of the Prospectus and
     any amendment or supplement thereto by each selling Holder in connection
     with the offering and the sale of the Transfer Restricted Securities
     covered by the Prospectus or any amendment or supplement thereto;

        (xi)     upon the request of any Holder, enter into such agreements
     (including underwriting agreements) and make such representations and
     warranties and take all such other actions in connection therewith in order
     to expedite or facilitate the disposition of the Transfer Restricted
     Securities pursuant to any applicable Registration Statement contemplated
     by this Agreement as may be reasonably requested by any Holder in
     connection with any sale or resale pursuant to any applicable Registration
     Statement. In such connection the Issuer shall:

      (A)  upon request of any underwriter, furnish (or in the case of
     paragraphs (2) and (3), use its reasonable best efforts to cause to be
     furnished) to such underwriter, upon Consummation of the Exchange Offer or
     upon the effectiveness of the Shelf Registration Statement, as the case may
     be:

             (1)  a certificate, dated such date, signed by the President and
     the Chief Financial Officer of each of the Issuer, confirming, as of the
     date thereof, the matters set forth in Sections 1(ee), 7(a) and 7(b) of the
     Purchase Agreement and such other similar matters as such underwriter may
     reasonably request;

             (2)  an opinion, dated the date of Consummation of the Exchange
     Offer or the date of effectiveness of the Shelf Registration Statement, as
     the case may be, of counsel for the Issuer covering matters similar to
     those set forth in paragraph (e) of Section 7 of the Purchase Agreement and
     such other matters as such underwriter may reasonably request, and in any
     event including a statement to the effect that such counsel has
     participated in conferences with officers and other representatives of each
     of the Issuer, representatives of the independent public accountants for
     the Issuer and has considered the matters required to be stated therein and
     the statements contained therein, although such counsel has not
     independently verified the accuracy, completeness or fairness of such
     statements; and that such

                                       11
<PAGE>

     counsel advises that, on the basis of the foregoing, no facts came to such
     counsel's attention that caused such counsel to believe that the applicable
     Registration Statement, at the time such Registration Statement or any
     post-effective amendment thereto became effective and, in the case of the
     Exchange Offer Registration Statement, as of the date of Consummation of
     the Exchange Offer, contained an untrue statement of a material fact or
     omitted to state a material fact required to be stated therein or necessary
     to make the statements therein not misleading, or that the Prospectus
     contained in such Registration Statement as of its date and, in the case of
     the opinion dated the date of Consummation of the Exchange Offer, as of the
     date of Consummation, contained an untrue statement of a material fact or
     omitted to state a material fact necessary in order to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading. Without limiting the foregoing, such counsel may state further
     that such counsel assumes no responsibility for, and has not independently
     verified, the accuracy, completeness or fairness of the financial
     statements, schedules and other financial data included in any Registration
     Statement contemplated by this Agreement or the related Prospectus; and

          (3)   a customary comfort letter, dated the date of Consummation of
     the Exchange Offer, or as of the date of effectiveness of the Shelf
     Registration Statement, as the case may be, from the Issuer's independent
     accountants, in the customary form and covering matters of the type
     customarily covered in comfort letters to underwriters in connection with
     underwritten offerings, and affirming the matters set forth in the comfort
     letters delivered pursuant to Section 7(h) of the Purchase Agreement; and

     (B)  deliver such other documents and certificates as may be reasonably
     requested by the underwriter to evidence compliance with the matters
     covered in clause (A) above and with any customary conditions contained in
     any agreement entered into by the Issuer pursuant to this clause (xi);

          (xii)   prior to any public offering of Transfer Restricted
Securities, cooperate with the selling Holders and their counsel in connection
with the registration and qualification of the Transfer Restricted Securities
under the securities or Blue Sky laws of such jurisdictions as the selling
Holders may reasonably request and do any and all other acts or things necessary
or advisable to enable the disposition in such jurisdictions of the Transfer
Restricted Securities covered by the applicable Registration Statement;
provided, however, that the Issuer shall not be required to register or qualify
as a foreign corporation, where it is not now so qualified or to take any action
that would subject it to the service of process in suits or to taxation, other
than as to matters and transactions relating to the Registration Statement, in
any jurisdiction where it is not now so subject;

          (xiii)  in connection with any sale of Transfer Restricted Securities
that will result in such securities no longer being Transfer Restricted
Securities,

                                       12
<PAGE>

       cooperate with the Holders to facilitate the timely preparation and
       delivery of certificates representing Transfer Restricted Securities to
       be sold and not bearing any restrictive legends; and to register such
       Transfer Restricted Securities in such denominations and such names as
       the selling Holders may request at least two Business Days prior to such
       sale of Transfer Restricted Securities;

           (xiv)   use its reasonable best efforts to cause the disposition of
       the Transfer Restricted Securities covered by the Registration Statement
       to be registered with or approved by such other governmental agencies or
       authorities as may be necessary to enable the seller or sellers thereof
       to consummate the disposition of such Transfer Restricted Securities,
       subject to the proviso contained in clause (xii) above;

           (xv)    provide a CUSIP number for all Transfer Restricted Securities
       not later than the effective date of a Registration Statement covering
       such Transfer Restricted Securities and provide the Trustee under the
       Indenture with printed certificates for the Transfer Restricted
       Securities which are in a form eligible for deposit with the Depository
       Trust Company;

           (xvi)   otherwise use its reasonable best efforts to comply with all
       applicable rules and regulations of the Commission, and make generally
       available to its security holders with regard to any applicable
       Registration Statement, as soon as practicable, a consolidated earnings
       statement meeting the requirements of Rule 158 (which need not be
       audited) covering a twelve-month period beginning after the effective
       date of the Registration Statement (as such term is defined in paragraph
       (c) of Rule 158 under the Act);

           (xvii)  cause the Indenture to be qualified under the TIA not later
       than the effective date of the first Registration Statement required by
       this Agreement and, in connection therewith, cooperate with the Trustee
       and the Holders to effect such changes to the Indenture as may be
       required for such Indenture to be so qualified in accordance with the
       terms of the TIA; and execute and use its best efforts to cause the
       Trustee to execute, all documents that may be required to effect such
       changes and all other forms and documents required to be filed with the
       Commission to enable such Indenture to be so qualified in a timely
       manner; and

           (xviii) provide promptly to each Holder, upon request, each document
       filed with the Commission pursuant to the requirements of Section 13 or
       Section 15(d) of the Exchange Act.

       (d)  Restrictions on Holders. Each Holder agrees by acquisition of a
            -----------------------
     Transfer Restricted Security that, upon receipt of the notice referred to
     in Section 6(c)(iii)(C) or any notice from the Issuer of the existence of
     any fact of the kind described in Section 6(c)(iii)(D) hereof (in each
     case, a "Suspension Notice"), such Holder will forthwith discontinue
              -----------------
     disposition of Transfer Restricted Securities pursuant to the applicable
     Registration Statement until (i) such Holder has received copies of the
     supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof,
     or (ii) such Holder is advised in writing by the Issuer that the use of the
     Prospectus may be

                                       13
<PAGE>

     resumed, and has received copies of any additional or supplemental filings
     that are incorporated by reference in the Prospectus (in each case, the
     "Recommencement Date"). Each Holder receiving a Suspension Notice hereby
      -------------------
     agrees that it will either (i) destroy any Prospectuses, other than
     permanent file copies, then in such Holder's possession which have been
     replaced by the Issuer with more recently dated Prospectuses or (ii)
     deliver to the Issuer (at the Issuer's expense) all copies, other than
     permanent file copies, then in such Holder's possession of the Prospectus
     covering such Transfer Restricted Securities that was current at the time
     of receipt of the Suspension Notice. The time period regarding the
     effectiveness of such Registration Statement set forth in Section 3 or 4
     hereof, as applicable, shall be extended by a number of days equal to the
     number of days in the period from and including the date of delivery of the
     Suspension Notice to the date of delivery of the Recommencement Date.

     7.  REGISTRATION EXPENSES

        (a)   All expenses incident to the Issuer's performance of or compliance
     with this Agreement will be borne by the Issuer, regardless of whether a
     Registration Statement becomes effective, including without limitation: (i)
     all registration and filing fees and expenses; (ii) all fees and expenses
     of compliance with federal securities and state Blue Sky or securities
     laws; (iii) all expenses of printing (including printing certificates for
     the Exchange Notes to be issued in the Exchange Offer and printing of
     Prospectuses), messenger and delivery services and telephone; (iv) all fees
     and disbursements of counsel for the Issuer; (v) all application and filing
     fees in connection with listing the Exchange Notes on a national securities
     exchange or automated quotation system; and (vi) all fees and disbursements
     of independent certified public accountants of the Issuer (including the
     expenses of any special audit and comfort letters required by or incident
     to such performance).

        The Issuer will, in any event, bear its internal expenses (including,
     without limitation, all salaries and expenses of its officers and employees
     performing legal or accounting duties), the expenses of any annual audit
     and the fees and expenses of any Person, including special experts,
     retained by the Issuer.

        (b)  In connection with any Registration Statement required by this
     Agreement (including, without limitation, the Exchange Offer Registration
     Statement and the Shelf Registration Statement), the Issuer will reimburse
     the Initial Purchasers and the Holders of Transfer Restricted Securities
     who are tendering Notes into in the Exchange Offer and/or selling or
     reselling Notes or Exchange Notes pursuant to the "Underwriting" contained
     in the Exchange Offer Registration Statement or the Shelf Registration
     Statement, as applicable, for the reasonable fees and disbursements of not
     more than one counsel, who shall be Latham & Watkins, unless another firm
     shall be chosen by the Holders of a majority in principal amount of the
     Transfer Restricted Securities for whose benefit such Registration
     Statement is being prepared.

      8.  INDEMNIFICATION

        (a)  Indemnification by the Company. The Company and Insight L.P. will,
     jointly and severally, indemnify and hold harmless each Holder of Transfer
     Restricted Securities and each person who participates as a placement or
     sales agent or as an underwriter in any offering or sale of such Transfer
     Restricted Securities against any losses, claims, damages or liabilities,
     joint or

                                       14
<PAGE>

     several, to which such Holder, agent or underwriter may become subject
     under the Act or otherwise, insofar as such losses, claims, damages or
     liabilities (or actions in respect thereof) arise out of or are based upon
     an untrue statement or alleged untrue statement of a material fact
     contained in any Exchange Offer Registration Statement or Shelf
     Registration Statement, as the case may be, under which such Transfer
     Restricted Securities were registered under the Act, or any preliminary,
     final or summary prospectus contained therein or furnished by the Company
     to any such Holder, agent or underwriter, or any amendment or supplement
     thereto, or arise out of or are based upon the omission or alleged omission
     to state therein a material fact required to be stated therein or necessary
     to make the statements therein not misleading, and will reimburse such
     Holder, such agent and such underwriter for any legal or other expenses
     reasonably incurred by them in connection with investigating or defending
     any such action or claim as such expenses are incurred; provided, however,
     that neither the Company nor Insight L.P. shall be liable to any such
     person in any such case to the extent that any such loss, claim, damage or
     liability arises out of or is based upon an untrue statement or alleged
     untrue statement or omission or alleged omission made in such registration
     statement, or preliminary, final or summary prospectus, or amendment or
     supplement thereto, in reliance upon and in conformity with written
     information furnished to the Company by such person expressly for use
     therein.

         (b)  Indemnification by the Holders and any Agents and Underwriters.
     The Company may require, as a condition to including any Transfer
     Restricted Securities in any registration statement filed pursuant to
     Section 4 hereof and to entering into any underwriting agreement with
     respect thereto, that the Company shall have received an undertaking
     reasonably satisfactory to it from the Holder of such Transfer Restricted
     Securities and from each underwriter named in any such underwriting
     agreement, severally and not jointly, to (i) indemnify and hold harmless
     the Company, Insight L.P. and all other Holders of Transfer Restricted
     Securities, against any losses, claims, damages or liabilities to which the
     Company, Insight L.P. or such Holder of Transfer Restricted Securities may
     become subject, under the Securities Act or otherwise, insofar as such
     losses, claims, damages or liabilities (or actions in respect thereof)
     arise out of or are based upon an untrue statement or alleged untrue
     statement of a material fact contained in such registration statement, or
     any preliminary, final or summary prospectus contained therein or furnished
     by the Company to any such Holder, agent or underwriter, or any amendment
     or supplement thereto, or arise out of or are based upon the omission or
     alleged omission to state therein a material fact required to be stated
     therein or necessary to make the statements therein not misleading, in each
     case to the extent, but only to the extent, that such untrue statement or
     alleged untrue statement or omission or alleged omission was made in
     reliance upon and in conformity with written information furnished to the
     Company by such Holder or underwriter expressly for use therein, and (ii)
     reimburse the Company and Insight L.P. for any legal or other expenses
     reasonably incurred by the Company and Insight L.P. in connection with
     investigating or defending any such action or claim as such expenses are
     incurred; provided, however, that no such Holder shall be required to
     undertake liability to any person under this Section 8(b) for any amounts
     in excess of the dollar amount of the proceeds to be received by such
     Holder from the sale of such Holder's Transfer Restricted Securities
     pursuant to such registration.

         (c)  Notices of Claims, Etc. Promptly after receipt by an indemnified
     party under subsection (a) or (b) above of written notice of the
     commencement of any action, such indemnified party shall, if a claim in
     respect thereof is to be made against an indemnifying party pursuant to the
     indemnification provisions of or contemplated by this Section 8, notify
     such

                                       15
<PAGE>

     indemnifying party in writing of the commencement of such action; but the
     omission so to notify the indemnifying party shall not relieve it from any
     liability which it may have to any indemnified party otherwise than under
     the indemnification provisions of or contemplated by Section 8(a) or 8(b)
     hereof. In case any such action shall be brought against any indemnified
     party and it shall notify an indemnifying party of the commencement
     thereof, such indemnifying party shall be entitled to participate therein
     and, to the extent that it shall wish, jointly with any other indemnifying
     party similarly notified, to assume the defense thereof, with counsel
     reasonably satisfactory to such indemnified party (who shall not, except
     with the consent of the indemnified party, be counsel to the indemnifying
     party), and, after notice from the indemnifying party to such indemnified
     party of its election so to assume the defense thereof, such indemnifying
     party shall not be liable to such indemnified party for any legal expenses
     of other counsel or any other expenses, in each case subsequently incurred
     by such indemnified party, in connection with the defense thereof other
     than reasonable costs of investigation. No indemnifying party shall,
     without the written consent of the indemnified party, effect the settlement
     or compromise of, or consent to the entry of any judgment with respect to,
     any pending or threatened action or claim in respect of which
     indemnification or contribution may be sought hereunder (whether or not the
     indemnified party is an actual or potential party to such action or claim)
     unless such settlement, compromise or judgment (i) includes an
     unconditional release of the indemnified party from all liability arising
     out of such action or claim and (ii) does not include a statement as to or
     an admission of fault, culpability or a failure to act by or on behalf of
     any indemnified party.

          (d)  Contribution.  If for any reason the indemnification provisions
     contemplated by Section 8(a) or Section 8(b) are unavailable to or
     insufficient to hold harmless an indemnified party in respect of any
     losses, claims, damages or liabilities (or actions in respect thereof)
     referred to therein, then each indemnifying party shall contribute to the
     amount paid or payable by such indemnified party as a result of such
     losses, claims, damages or liabilities (or actions in respect thereof) in
     such proportion as is appropriate to reflect the relative fault of the
     indemnifying party and the indemnified party in connection with the
     statements or omissions which resulted in such losses, claims, damages or
     liabilities (or actions in respect thereof), as well as any other relevant
     equitable considerations.  The relative fault of such indemnifying party
     and indemnified party shall be determined by reference to, among other
     things, whether the untrue or alleged untrue statement of a material fact
     or omission or alleged omission to state a material fact relates to
     information supplied by such indemnifying party or by such indemnified
     party, and the parties' relative intent, knowledge, access to information
     and opportunity to correct or prevent such statement or omission.  The
     parties hereto agree that it would not be just and equitable if
     contributions pursuant to this Section 8(d) were determined by pro rata
     allocation (even if the Holders or any agents or underwriters or all of
     them were treated as one entity for such purpose) or by any other method of
     allocation which does not take account of the equitable considerations
     referred to in this Section 8(d).  The amount paid or payable by an
     indemnified party as a result of the losses, claims, damages, or
     liabilities (or actions in respect thereof) referred to above shall be
     deemed to include any legal or other fees or expenses reasonably incurred
     by such indemnified party in connection with investigating or defending any
     such action or claim.  Notwithstanding the provisions of this Section 8(d),
     no Holder shall be required to contribute any amount in excess of the
     amount by which the dollar amount of the proceeds received by such Holder
     from the sale of any Transfer Restricted Securities (after deducting any
     fees, discounts and commissions applicable thereto) exceeds the amount of
     any damages which such Holder has otherwise been required to pay by reason
     of such untrue or alleged untrue statement or omission or alleged omission,
     and no

                                       16
<PAGE>

     underwriter shall be required to contribute any amount in excess of
     the amount by which the total price at which the Transfer Restricted
     Securities underwritten by it and distributed to the public were offered to
     the public exceeds the amount of any damages which such underwriter has
     otherwise been required to pay by reason of such untrue or alleged untrue
     statement or omission or alleged omission.  No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Act) shall be
     entitled to contribution from any person who was not guilty of such
     fraudulent misrepresentation.  The Holders' and any underwriters'
     obligations in this Section 8(d) to contribute shall be several in
     proportion to the principal amount of Transfer Restricted Securities
     registered or underwritten, as the case may be, by them and not joint.

           (e)    The obligations of the Company and Insight L.P. under this
     Section 8 shall be in addition to any liability which the Company and
     Insight L.P. may otherwise have and shall extend, upon the same terms and
     conditions, to each officer, director and partner of each Holder, agent and
     underwriter and each person, if any, who controls any Holder, agent or
     underwriter within the meaning of the Act; and the obligations of the
     Holder and any agents or underwriters contemplated by this Section 8 shall
     be in addition to any liability which the respective Holder, agent or
     underwriter may otherwise have and shall extend, upon the same terms and
     conditions, to each officer and director of the Company or Insight L.P. and
     to each person, if any, who controls the Company within the meaning of the
     Act.

     9.  Underwritten Offerings

           (a)    Selection of Underwriters. If any of the Transfer Restricted
     Securities covered by the Shelf Registration are to be sold pursuant to an
     underwritten offering, the managing underwriter or underwriters thereof
     shall be designated by Holders holding at least a majority in aggregate
     principal amount of the Transfer Restricted Securities to be included in
     such offering, provided that such designated managing underwriter or
     underwriters is or are reasonably acceptable to the Company.

           (b)    Participation by Holders. Each Holder of Transfer Restricted
     Securities hereby agrees with each other such Holder that no such Holder
     may participate in any underwritten offering hereunder unless such Holder
     (i) agrees to sell such Holder's Transfer Restricted Securities on the
     basis provided in any underwriting arrangements approved by the persons
     entitled hereunder to approve such arrangements and (ii) completes and
     executes all questionnaires, powers of attorney, indemnities, underwriting
     agreements and other documents reasonably required under the terms of such
     underwriting arrangements.

     10.  RULE 144A and RULE 144

           The Issuer agrees with each Holder, for so long as any Transfer
     Restricted Securities remain outstanding and during any period in which the
     Issuer (i) is not subject to Section 13 or 15(d) of the Exchange Act, to
     make available, upon request of any Holder, to such Holder or beneficial
     owner of Transfer Restricted Securities in connection with any sale thereof
     and any prospective purchaser of such Transfer Restricted Securities
     designated by such Holder or beneficial owner, the information required by
     Rule 144A(d)(4) under the Act in order to permit resales of such Transfer
     Restricted Securities pursuant to Rule 144A, and (ii) are subject to

                                       17
<PAGE>

     Section 13 or 15(d) of the Exchange Act, to make all filings required
     thereby in a timely manner in order to permit resales of such Transfer
     Restricted Securities pursuant to Rule 144.

     11.  MISCELLANEOUS

             (a)  Remedies.  The Issuer acknowledges and agrees that any failure
                  --------
     by the Issuer to comply with its obligations under Sections 3 and 4 hereof
     may result in material irreparable injury to the Initial Purchasers or the
     Holders for which there is no adequate remedy at law, that it will not be
     possible to measure damages for such injuries precisely and that, in the
     event of any such failure, the Initial Purchasers or any Holder may obtain
     such relief as may be required to specifically enforce the Issuer's
     obligations under Sections 3 and 4 hereof. The Issuer further agrees to
     waive the defense in any action for specific performance that a remedy at
     law would be adequate.

             (b)  No Inconsistent Agreements. The Issuer will not, on or after
                  --------------------------
     the date of this Agreement, enter into any agreement with respect to its
     securities that is inconsistent with the rights granted to the Holders in
     this Agreement or otherwise conflicts with the provisions hereof. The
     Issuer has not previously entered into any agreement granting any
     registration rights with respect to its securities to any Person, other
     than (i) the Securityholders' Agreement among the Company, Vestar Capital
     Partners III, L.P. and the other parties thereto, dated as of May 11, 1999,
     as amended, and (ii) the Registration Rights Agreement among the Company
     Coaxial Communications of Central Ohio, Inc., Barry Silverstein, Dennis J.
     McGillicuddy and D. Stevens McVoy, dated as of August 8, 2000. The rights
     granted to the Holders hereunder do not in any way conflict with and are
     not inconsistent with the rights granted to the Holders of the Issuer's
     securities under any agreement in effect on the date hereof.

             (c)  Amendments and Waivers. The provisions of this Agreement may
                  ----------------------
      not be amended, modified or supplemented, and waivers or consents to or
      departures from the provisions hereof may not be given unless (i) in the
      case of Section 5 hereof and this Section 11(c)(i), the Issuer has
      obtained the written consent of Holders of all outstanding Transfer
      Restricted Securities and (ii) in the case of all other provisions hereof,
      the Issuer has obtained the written consent of Holders of a majority of
      the outstanding principal amount of Transfer Restricted Securities
      (excluding Transfer Restricted Securities held by the Issuer or its
      Affiliates). Notwithstanding the foregoing, a waiver or consent to
      departure from the provisions hereof that relates exclusively to the
      rights of Holders whose Transfer Restricted Securities are being tendered
      pursuant to the Exchange Offer, and that does not affect directly or
      indirectly the rights of other Holders whose Transfer Restricted
      Securities are not being tendered pursuant to such Exchange Offer, may be
      given by the Holders of a majority of the outstanding principal amount of
      Transfer Restricted Securities subject to such Exchange Offer.

             (d)  Third Party Beneficiary. The Holders shall be third party
                  -----------------------
     beneficiaries to the agreements made hereunder between the Issuer, on the
     one hand, and the Initial Purchasers, on the other hand, and shall have the
     right to enforce such agreements directly to the extent they may deem such
     enforcement necessary or advisable to protect their rights or the rights of
     Holders hereunder.

                                       18
<PAGE>

             (e)  Notices.  All notices and other communications provided for or
                  -------
     permitted hereunder shall be made in writing by hand-delivery, first-class
     mail (registered or certified, return receipt requested), telex,
     telecopier, or air courier guaranteeing overnight delivery:

                  (i)   if to a Holder, at the address set forth on the records
     of the Registrar under the Indenture, with a copy to the Registrar under
     the Indenture; and

                  (ii)  if to the Issuer or Insight LP:

                        Insight Communications Company, Inc.
                        810 Seventh Avenue
                        41st Floor
                        New York, NY  10019
                        Telecopier No.:  (917) 286-2301
                        Attention:  Ms. Kim Kelly

                                       19
<PAGE>

                        With a copy to:

                        Sonnenschein Nath & Rosenthal
                        1221 Avenue of the Americas
                        New York, NY  10020
                        Telecopier No.:  (212) 768-6800
                        Attention:  Robert Winikoff, Esq.

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and on the next business day, if timely delivered
to an air courier guaranteeing overnight delivery.

     Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

     (f)  Successors and Assigns. This Agreement shall inure to the benefit of
          ----------------------
and be binding upon the successors and assigns of each of the parties, including
without limitation and without the need for an express assignment, subsequent
Holders; provided, that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Transfer Restricted Securities in violation of
the terms hereof or of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
Person shall be entitled to receive the benefits hereof.


     (g)  Counterparts. This Agreement may be executed in any number of
          ------------
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

     (h)  Headings.  The headings in this Agreement are for convenience of
          --------
reference only and shall not limit or otherwise affect the meaning hereof.

     (i)  Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
          -------------
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

     (j)  Severability. In the event that any one or more of the provisions
          ------------
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

                                       20
<PAGE>

     (k)  Entire Agreement.  This Agreement is intended by the parties as a
          ----------------
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.


                                    [signature page follows]

                                       21
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                              INSIGHT COMMUNICATIONS COMPANY, INC.

                              By: /s/Elliot Brecher
                                  -----------------
                                  Name: Elliot Brecher
                                  Title: Senior Vice President, General Counsel

                              INSIGHT COMMUNICATIONS COMPANY, L.P.

                                  By its General Partner:
                                  INSIGHT COMMUNICATIONS COMPANY, INC.

                                    By: /s/Elliot Brecher
                                        -----------------
                                        Name: Elliot Brecher
                                        Title: Senior Vice President, General
                                        Counsel

                                       22
<PAGE>

GOLDMAN, SACHS & CO.
CREDIT SUISSE FIRST BOSTON CORPORATION
BNY CAPITAL MARKETS, INC.
CHASE SECURITIES INC.
FLEET SECURITIES, INC.
TD SECURITIES (USA) INC.

By:  Goldman, Sachs & Co.

By: /s/Goldman, Sachs & Co.
   ------------------------
   Name:
   Title:

                                       23