COMMON STOCKHOLDERS' EQUITY AND
CASH FLOWS FOR SUCH FISCAL
37
YEAR OF THE COMPANY AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS, AUDITED BY A
NATIONALLY RECOGNIZED ACCOUNTING FIRM, AND ANY OTHER INFORMATION THE COMPANY
DEEMS NECESSARY OR DESIRABLE.
WITHIN 45 DAYS AFTER THE END OF THE FIRST, SECOND
AND THIRD QUARTERLY ACCOUNTING PERIODS IN EACH FISCAL YEAR OF THE COMPANY, THE
COMPANY WILL FURNISH TO EACH SECURITYHOLDER A REPORT SETTING FORTH A
CONSOLIDATED UNAUDITED BALANCE SHEET OF THE COMPANY, AS OF THE END OF EACH SUCH
QUARTERLY PERIOD, AND CONSOLIDATED STATEMENTS OF INCOME FOR SUCH PERIOD AND FOR
THE CURRENT FISCAL YEAR TO DATE.
THE COMPANY SHALL PROVIDE THE REQUISITE NUMBER
OF COPIES OF THE REPORTS TO HOLDCO TO ENABLE HOLDCO TO FURNISH THE REPORTS TO
EACH OF THE HOLDCO CONTINUING INVESTORS.
(III)
THE COMPANY WILL AT REASONABLE TIMES AND UPON REASONABLE NOTICE
GIVE CARLYLE AND ANY ADVISOR OF CARLYLE REASONABLE ACCESS TO THE BOOKS, RECORDS
AND PROPERTIES OF THE COMPANY, INCLUDING ACCESS TO ALL MONTHLY MANAGEMENT
REPORTS AND WILL PERMIT SUCH HOLDERS AND/OR ADVISORS TO DISCUSS THE COMPANY'S
AFFAIRS WITH THE EXECUTIVE OFFICERS AND OTHER MEMBERS OF THE MANAGEMENT OF THE
COMPANY.
(C)
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS MADE IN CONNECTION
WITH THIS AGREEMENT SHALL BE IN WRITING.
ANY NOTICE OR OTHER COMMUNICATION IN
CONNECTION HEREWITH SHALL BE DEEMED DULY GIVEN TO ANY PARTY (A) TWO BUSINESS
DAYS AFTER IT IS SENT BY EXPRESS, REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, POSTAGE PREPAID OR (B) ONE BUSINESS DAY AFTER IT IS SENT BY OVERNIGHT
COURIER GUARANTEEING NEXT DAY DELIVERY, IN EACH CASE, ADDRESSED AS FOLLOWS OR,
TO SUCH OTHER ADDRESS AS MAY BE SPECIFIED IN WRITING TO THE OTHER PARTIES
HERETO:
(A)
IF TO THE COMPANY:
Insight Communications Company, Inc.
810 7th Avenue, 41st Floor
New York, New York
10019
Facsimile:
(917) 286-2301
Attention:
Elliot Brecher
with a copy to:
Dow, Lohnes & Albertson, PLLC
1200 New Hampshire Ave., NW
Washington, DC 20036-6802
Facsimile:
(202) 776-2222
Attention:
Leonard J. Baxt
J. Kevin Mills
and
38
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York
10022
Facsimile:
(212) 909-6836
Attention: Jeffrey J. Rosen
Andrew L. Bab
(B)
IF TO CARLYLE:
c/o The Carlyle Group
1001 Pennsylvania Avenue, N.W.
Suite 220 South
Washington, D.C.
20004-2505
Facsimile:
(202) 347-1692
Attention:
William E. Kennard
with a copy to:
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York
10022
Facsimile:
(212) 909-6836
Attention: Jeffrey J. Rosen
Andrew L. Bab
(C)
IF TO ANY OTHER SECURITYHOLDER, TO THE NAME AND ADDRESS SET FORTH
OPPOSITE SUCH SECURITYHOLDER'S SIGNATURE ON THE SIGNATURE PAGES HERETO;
(D)
IF TO ANY PERSON WHO BECOMES A PARTY TO THIS AGREEMENT AFTER THE
DATE HEREOF, TO THE NAME AND ADDRESS SPECIFIED FOR SUCH PERSON IN SCHEDULE A
HERETO.
Any party may give any notice or other communication in connection herewith
using any other means (including, but not limited to, personal delivery,
messenger service, facsimile, telex or ordinary mail), but no such notice or
other communication