Guaranty, dated as of July 28, 2005



 Exhibit 10.2 
  
 GUARANTY 
  
 This GUARANTY (this “Guaranty”), dated as of July 28, 2005, is entered into by and among Insight Communications Company, Inc., a Delaware
corporation (the “Company”), Carlyle Partners III Telecommunications, L.P., a Delaware limited partnership, and Carlyle Partners IV Telecommunications, L.P., a Delaware limited partnership (each, a “Guarantor” and
together, the “Guarantors”). Capitalized terms used herein without definition have the meanings given to them in the Merger Agreement (as defined below). 
  
 RECITALS 
  
 WHEREAS, concurrently with the execution and delivery of this Guaranty, the Company and Insight Acquisition Corp., a Delaware corporation
(“Parent”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), providing for the Merger of Parent with and into the Company upon the terms and subject to the
conditions set forth therein; 
  
 WHEREAS, Parent is an Affiliate
of the Guarantors; and 
  
 WHEREAS, in order to induce the Company
to enter into the Merger Agreement, the Guarantors have agreed to enter into this Guaranty; 
  
 NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Guarantors hereby agree as
follows: 
  
 1. Guaranty. The Guarantors hereby
irrevocably and unconditionally guarantee to the Company, jointly and severally, the prompt and complete payment and performance of Parent’s obligations to the Company arising under the Merger Agreement (the “Guaranteed
Obligations”); provided, however, that the maximum aggregate liability of the Guarantors hereunder shall not exceed $10,000,000 (the “Maximum Amount”). The Company hereby agrees that in no event shall the
Guarantors, collectively, be required to pay to any Person under, in respect of, or in connection with this Guaranty more than the Maximum Amount, and that neither Guarantor shall have any obligation or liability to any Person relating to, arising
out of or in connection with this Guaranty other than as expressly set forth herein. 
  
 2. Terms of Guaranty. 
  
 (a) This Guaranty is one of payment, not collection, and a separate action or actions may be brought and prosecuted against each of the Guarantors to enforce this Guaranty, irrespective of whether any action is brought against Parent or the
other Guarantor or whether Parent or the other Guarantor is joined in any such action or actions. 







 (b) Notwithstanding any other provision of this Guaranty, the Company hereby agrees that (i) each
of the Guarantors may assert, as a defense to any payment or performance by such Guarantor under this Guaranty, any claim, set-off, deduction or defense that Parent could assert against the Company under the terms of the Merger Agreement or that
could otherwise be asserted by Parent against the Company in any action by the Company against Parent and (ii) any failure by the Company to comply with the terms of the Merger Agreement, including, without limitation, any breach by the
Company of the representations and warranties contained therein or in any of the agreements, certificates and other documents required to be delivered by the Company pursuant to the terms of the Merger Agreement (whether such breach results from
fraud, intentional misrepresentation or otherwise), that would relieve Parent of its obligations under the Merger Agreement shall likewise relieve the Guarantors of their obligations under this Guaranty. 
  
 3. Sole Remedy. 
  
 (a) The Company hereby acknowledges and agrees that Parent has no assets as
of the date hereof, and that the Company shall not have any right to cause any monies to be contributed to Parent by any current, former or prospective stockholder, officer, member, director, agent, employee, Affiliate or assignee of the Guarantors.

  
 (b) The Company hereby agrees that no Person other than the
Guarantors shall have any obligation or liability arising out of, in connection with or relating to this Guaranty and that neither the Company nor any other Person shall have any remedy, recourse or right of recovery against any current, former or
prospective stockholder, member, general or limited partner, officer, director, agent, employee, Affiliate or assignee of the Guarantor, or against any current, former or prospective stockholder, member, general or limited partner, officer,
director, agent, employee, Affiliate or assignee of any of the foregoing, whether through a Guarantor or otherwise, by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent against a Guarantor or
against any current, former or prospective stockholder, member, general or limited partner, officer, director, agent, employee, Affiliate or assignee of a Guarantor, Parent or any of their respective Affiliates, or otherwise. 
  
 (c) Recourse by the Company against the Guarantors under this Guaranty shall
be the sole and exclusive remedy of the Company against the Guarantors or any of their Affiliates (other than Parent) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions
contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its 
  

 2 








 Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger
Agreement or the transactions contemplated thereby, against either Guarantor or any of its Affiliates (other than Parent), except for claims by the Company against the Guarantors under this Guaranty. Nothing set forth in this Guaranty shall affect
or be construed to affect any liability of Parent to the Company or shall confer or give, or shall be construed to confer or give, to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies
against any Person in respect of or relating to any obligation or liability of the Guarantors arising out of, in connection with or relating to this Guaranty. 
  

(d) Notwithstanding any provision hereof or otherwise, including by applicable Law, no obligation or liability contained in, arising out of, in
connection with or relating to this Guaranty shall be enforceable by way of specific performance. 
  
 4. Termination. This Guaranty shall terminate at the Effective Time. In the event that the Company or any of its Affiliates asserts in any
litigation relating to this Guaranty that the provisions of Section 1 hereof limiting the maximum aggregate liability of the Guarantors to the Maximum Amount or the provisions of Section 3 hereof are illegal, invalid or unenforceable in whole or in
part, the obligations of the Guarantors under this Guaranty shall terminate forthwith and shall thereupon be null and void. 
  
 5. Continuing Guaranty. Unless terminated pursuant to the provisions of Section 4 hereof, this Guaranty is a continuing one and shall remain in
full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, and shall be binding upon, inure to the benefit of and be enforceable by, the parties hereto and their respective successors and permitted
transferees and assigns. 
  
 6. Entire Agreement. This
Guaranty constitutes the entire agreement with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, between the Guarantors
or any of their Affiliates on the one hand, and the Company or any of its Affiliates on the other hand. 
  
 7. Amendments and Waivers. No amendment or waiver of any provision of this Guaranty shall be valid and binding unless it is in writing and signed,
in the case of an amendment, by each of the Guarantors and the Company, or in the case of waiver, by the party against whom the waiver is sought to be enforced. No waiver by a party of any breach or violation of, or default under, this Guaranty
shall be deemed to extend to any prior or subsequent breach, violation or default hereunder or to affect in any way any rights arising by virtue of any such prior or subsequent occurrence. No delay or omission by any party in exercising any right,
power or remedy under this Guaranty shall operate as a waiver thereof. 
  

 3 








 8. Counterparts. This Guaranty may be executed in any number of counterparts, each of which will
be deemed an original, but all of which together will constitute one and the same instrument. This Guaranty shall become effective when duly executed by each party hereto. 
  
 9. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly
given if delivered personally or sent by telecopy or telex, overnight courier service or by registered or certified mail (postage prepaid, return receipt requested), to the respective parties at the following addresses or at such addresses as shall
be specified by the parties by like notice: 
  

	 	(a)	If to the Guarantors: 

  
 The Carlyle Group 
 1001 Pennsylvania Avenue,
NW 
 Suite 220 South 
 Washington, D.C. 20004 
 Telecopier: (202) 347-1692 
 Attention:   William E. Kennard 
  
 with a copy to: 
  
 Debevoise
& Plimpton LLP 
 919 Third Avenue 
 New York, New York 10022 
 Telecopier:  (212) 909-6836 
 Attention:   Jeffrey J. Rosen 
                    Andrew L. Bab 
  
 and 
  
 Dow, Lohnes & Albertson, PLLC 
 1200 New
Hampshire Avenue, NW 
 Suite 800 
 Washington, D.C. 20036 
 Telecopier:  (202) 776-2222 
 Attention:    Leonard J. Baxt 
                     J. Kevin Mills 
  

 4 









	 	(b)	If to the Company: 

  
 Insight Communications Company, Inc. 
 810 7th
Avenue, 41st Floor 
 New York, NY 10019 
 Telecopier:  (917) 286-2301 
 Attention:    Elliot Brecher 
  
 with a copy to: 
  
 Special Committee of the Board of Directors of 
   Insight Communications Company, Inc. 
 c/o 
 D.B. Zwirn & Co. 
 745 Fifth Avenue,
18th Floor 
 New York, New York 10151 
 Telecopier:  (646) 720-9077 
 Attention:    David C. Lee 
  
 and 
  
 Skadden, Arps, Slate, Meagher & Flom LLP 
 Four Times Square 
 New York, New York 10036 
 Telecopier:  (917) 777-3542 
 Attention:    Lou R. Kling 
                     Stephen F. Arcano 
  
 and 
  
 Sonnenschein Nath & Rosenthal LLP 
 1221 Avenue of the Americas 
 New York, New York 10020 
 Telecopier:  (212) 768-6800 
 Attention:    Robert L. Winikoff 
  
 10.
Governing Law. This Guaranty shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to the
extent that mandatory provisions of federal law apply. 
  
 11.
Jurisdiction and Venue; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the 

  

 5 








 
exclusive jurisdiction of the courts of the State of Delaware and any appellate court thereof, in any action or proceeding arising out of or relating to this
Guaranty or any of the transactions contemplated hereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (a) agrees not to commence any such action except in
such court, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware state court, (c) waives, to the fullest extent it may legally and effectively do so any objection which it
may now or hereafter have to venue of any such action or proceeding in any such Delaware state court, and (d) waives, to the fullest extent permitted by law, the defense of any inconvenient forum to the maintenance of such action or
proceeding in any such Delaware state court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Each of the parties hereto irrevocably consents to service of process in any such action or proceeding in the manner provided for notices in Section 9 of this Guaranty; provided, however, that nothing in this Guaranty
shall affect the right of any party hereto to serve process in any other manner permitted by law. 
  
 12. Waiver of Jury Trial. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS GUARANTY IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY AND ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT MAKES SUCH WAIVER VOLUNTARILY, AND (D) IT HAS
BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS CONTAINED IN THIS SECTION 12. 
  
 13. Severability. Any term or provision of this Guaranty that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Guaranty or affecting the validity or enforceability of any terms or provisions of this Guaranty
in any other jurisdiction so long as the economic or legal substance of the transactions contemplated hereby is not affected in 
  

 6 








 any manner adverse to any party; provided, however, that this Guaranty may not be enforced without giving
effect to the limitation of the amount payable hereunder to the Maximum Amount provided in Section 1 hereof and to the provisions of Sections 3 and 4 hereof. No party hereto shall assert, and each party shall cause its respective Affiliates not to
assert, that this Guaranty or any part hereof is invalid, illegal or unenforceable. 
  
 14. Headings. Headings are used for reference purposes only and do not affect the meaning or interpretation of this Guaranty. 
  
 15. Parties in Interest. This Guaranty shall be binding upon and inure solely to the benefit of each party hereto and
their respective successors and permitted assigns, and nothing in this Guaranty, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Guaranty.

  
 [Signatures follow on next page] 
  

 7 








 IN WITNESS WHEREOF, the undersigned have executed and delivered this Guaranty as of the date first above
written. 
  

			
	CARLYLE PARTNERS III TELECOMMUNICATIONS, L.P.
		
	By:	 	TC Group III, L.P., its General Partner
	By:	 	TC Group III, L.L.C., its General Partner
	By:	 	TC Group, L.L.C., its Managing Member
		
	By:	 	 /s/    William E. Kennard


	Name:	 	William E. Kennard
	Title:	 	Managing Director
	
	CARLYLE PARTNERS IV TELECOMMUNICATIONS, L.P.
		
	By:	 	TC Group IV, L.P., its General Partner
	By:	 	TC Group IV, L.L.C., its General Partner
	By:	 	TC Group, L.L.C., its Managing Member
		
	By:	 	 /s/    William E. Kennard


	Name:	 	William E. Kennard
	Title:	 	Managing Director
	
	INSIGHT COMMUNICATIONS COMPANY, INC.
		
	By:	 	 /s/    


	Name:	 	 
	Title: