Demand Letter to Insight from Jefferson Co. Attorney

November 3, 2005

Mr. Laurence J. Zielke
Pedley Zielke Gordinier & Pence, PLLC
2000 Meidinger Tower
462 South Fourth Avenue
Louisville KY 40402-2555

Re: Insight Communications Company, Inc.;
Cable Franchise

Dear Larry:

As you are aware, Insight Communications Company, Inc. [hereafter “Insight”] has recently entered into a series of transactions with Insight Acquisition Corporation and the Carlyle Group which involved a sale, merger, or transfer of the assets of Insight, or the ownership and control of Insight, or both.

The Louisville/Jefferson County Metro Government [hereafter “Metro Government”] has determined that these transactions are such that, under the terms of the three ordinances under which Insight holds and operates its two franchises in Jefferson County, Insight was required to obtain the prior written authorization of Metro Government in order to continue to operate its franchises. Insight has not done so and is thereby not in compliance with these ordinances.

We have carefully considered your October 6, 2005 letter to Assistant County Attorney William T. Warner. We disagree with your arguments and conclusions in that letter which state that Metro Government approval is not required.

Accordingly, please consider this letter a formal demand on Insight by Metro Government that Insight immediately comply with the requirements and procedures set forth in Section 116.37 of the Louisville/Jefferson County Metro Government Code of Ordinances.


Cordially,

Original signed by:

William P. O’Brien, Director
Civil Division



copies to:

Ms. Christian Heavrin, Special Counsel to the Mayor
Dr. Barbara E. Shanklin, President, Metro Council
Mr. Rick Blackwell, Chair, Majority Caucus, Metro Council
Mr. Kelly Downard, Chair, Minority Caucus, Metro Council
Mr. Jim King, Chair, Contracts/Appointments Committee, Metro Council