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	•	The exchange offer expires at 5:00 p.m., New York City time, on February 13, 2006, unless extended.
	•	No public market exists for the initial notes or the exchange notes. We do not intend to list the exchange notes on any securities exchange or to seek approval for quotation through any automated quotation system.

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		Page
PROSPECTUS SUMMARY			1
RISK FACTORS			9
FORWARD-LOOKING STATEMENTS			22
USE OF PROCEEDS			23
SELECTED FINANCIAL DATA			24
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			27
BUSINESS			40
LEGISLATION AND REGULATION			53
MANAGEMENT			66
EXECUTIVE COMPENSATION			68
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS			68
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			68
DESCRIPTION OF GOVERNING DOCUMENTS			69
DESCRIPTION OF CERTAIN INDEBTEDNESS			71
DESCRIPTION OF THE NOTES			73
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS			106
EXCHANGE OFFER			110
BOOK-ENTRY; DELIVERY AND FORM			118
PLAN OF DISTRIBUTION			120
LEGAL MATTERS			121
EXPERTS			121
AVAILABLE INFORMATION			121
INDEX TO FINANCIAL STATEMENTS			F-1

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	Your failure to participate in this exchange offer will have adverse consequences.

	Because of the lack of a public market for the exchange notes, you may not be able to sell your exchange notes at all or at an attractive price.

	We have substantial existing debt and have significant interest payment requirements, which could adversely affect our ability to obtain financing in the future and require our operating subsidiaries to apply a substantial portion of their cash flow to debt service.

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	•	Our ability to access new sources of financing for working capital, capital expenditures, acquisitions or other purposes may be limited;
	•	We will need to use a large portion of our revenues to pay interest on borrowings under our subsidiary credit facility, our existing senior notes and the exchange notes, which will reduce the amount of money available to finance our operations, capital expenditures and other activities;
	•	Some of our debt has a variable rate of interest, which exposes us to the risk of increased interest rates;
	•	Borrowings under our subsidiary credit facility are secured and will mature prior to the exchange notes;
	•	We may be more vulnerable to economic downturns and adverse developments in our business;
	•	We may be less flexible in responding to changing business and economic conditions, including increased competition and demand for new products and services;
	•	We may be at a disadvantage when compared to our competitors that have less debt; and
	•	We may not be able to implement our business strategy.

	We and our subsidiaries may still be able to incur substantially more debt which could exacerbate the risks described in this section.

	The exchange notes will be effectively subordinated to all debt and other liabilities of our subsidiaries.

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	The exchange notes are obligations of a holding company which has no operations and depends on its subsidiaries for cash.

	Our ownership interests in our subsidiaries are pledged as collateral under our subsidiary credit facility and may not be available to holders of the exchange notes.

	We may not be able to generate enough cash to service our debt.

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	Under certain circumstances, federal and state laws may allow courts to void or subordinate claims with respect to the exchange notes or to modify the contractual or structural relationship between different classes of creditors.

	•	received less than reasonably equivalent value or fair consideration for the exchange notes; and
	•	were insolvent or rendered insolvent by reason of the incurrence;
	•	were engaged in a business or transaction for which our remaining assets constituted unreasonably small capital; or
	•	intended to incur, or believed that we would incur, debts beyond our ability to pay such debts as they became due.

	•	the sum of our debts, including contingent liabilities, was greater than the fair saleable value of all of our assets;
	•	the present fair saleable value of our assets was less than the amount that would be required to pay our probable liability on our existing debts, including contingent liabilities, as they became absolute and mature; or
	•	we could not pay our debts as they became due.

	Our ability to purchase your exchange notes on a change of control may be limited.

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	You should not expect Mediacom Broadband Corporation to participate in making payments on the exchange notes.

	A default under the indentures governing our existing senior notes and the exchange notes or under our subsidiary credit facility could result in an acceleration of our indebtedness and other material adverse effects.

	We have a history of net losses.

	Our subsidiary credit facility imposes significant restrictions.

	•	distribute funds or pay dividends to us;
	•	incur additional indebtedness or issue additional equity;
	•	repurchase or redeem equity interests and indebtedness;
	•	pledge or sell assets or merge with another entity;
	•	create liens; and
	•	make certain capital expenditures, investments or acquisitions.

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	The terms of our indebtedness could materially limit our financial and operating flexibility.

	•	incur additional indebtedness;
	•	create liens and other encumbrances;
	•	pay dividends and make other payments, investments, loans and guarantees;
	•	enter into transactions with related parties;
	•	sell or otherwise dispose of assets and merge or consolidate with another entity;
	•	repurchase or redeem capital stock, other equity interests or debt;
	•	pledge assets; and
	•	issue capital stock or other equity interests.

	We may not be able to obtain additional capital to continue the development of our business.

	If we are unsuccessful in implementing our growth strategy, our business and results of operations could be adversely affected.

	The acquisition and integration of additional cable systems could adversely affect our business and results of operations.

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	Our programming costs are increasing, and our business and results of operations will be adversely affected if we cannot pass through a sufficient part of the additional costs to subscribers.

	We operate in a highly competitive business environment, which affects our ability to attract and retain customers and can adversely affect our business and operations. We have lost a significant number of customers to direct broadcast satellite competition, and further loss of customers could have a material negative impact on our business.

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	If we are unable to keep pace with technological change, our business and results of operations could be adversely affected.

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	The loss of key personnel could have a material adverse effect on our business.

	The Chairman and Chief Executive Officer of our Manager has the ability to control all major corporate decisions, which could inhibit or prevent a change of control or change in management.

	We may not be able to obtain critical items at a reasonable cost or when required, which could adversely affect business, financial condition and results of operations.

	We rely on our parent and affiliate companies for various services and joint endeavors.

	•	the sharing of centralized services, personnel, facilities, headends and plant;
	•	the joint procurement of goods and services;
	•	the allocation of certain costs and expenses; and
	•	other matters reasonably related to the foregoing.

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	Our cable television business is subject to extensive governmental regulation.

	Changes in channel carriage regulations could impose significant additional costs on us.

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	Our franchises are non-exclusive and local franchising authorities may grant competing franchises in our markets.

	Pending FCC and court proceedings could adversely affect our HSD service.

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	We may be subject to legal liability because of the acts of our HSD customers or because of our own negligence.

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	We may be required to provide access to our networks to other Internet service providers, which could significantly increase our competition and adversely affect our ability to provide new products and services.

	We may become subject to additional regulatory burdens because we offer cable telephony service.

	Actions by pole owners might subject us to significantly increased pole attachment costs.

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	Changes in compulsory copyright regulations might significantly increase our license fees.

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	•	selected historical financial data for the period from January 1, 2000 through July 18, 2001 and balance sheet data as of December 31, 2000 and July 18, 2001, which are derived from the audited financial statements (except operating data) of the acquired cable systems (“Predecessor Company”);
	•	selected historical consolidated financial and operating data for the period from our inception on April 5, 2001 through December 31, 2004 and balance sheet data as of December 31, 2001 through 2004, which are derived from our audited consolidated financial statements (except operating data); and
	•	unaudited historical consolidated financial and operating data for the nine months ended September 30, 2004 and 2005 which are derived from our unaudited consolidated financial statements (except operating data).

																													Mediacom
			Mediacom Broadband LLC																	Predecessor Company									Broadband LLC
			Inception
			(April 5, 2001)																					Period from					Nine Months Ended
			through				Year Ended December 31,													Year Ended				January 1					September 30,
			December 31,																	December 31,				through
			2001				2002				2003				2004					2000				July 18, 2001					2004				2005
			(Dollars in thousands)
Statement of Operations Data:
Revenues			$	215,900			$	512,792			$	552,342			$	585,039				$	439,541			$	249,238				$	436,101			$	455,725
Costs and expenses:
	Service costs			89,006				207,053				215,310				225,764					223,530				117,205					165,458				177,283
	Selling, general and administrative expenses			42,442				105,407				118,918				126,575					39,892				42,449					96,489				101,863
	Management fee expense(1)			2,875				6,967				9,322				10,585					22,267				18,625					8,206				8,981
	Depreciation and amortization			88,463				123,704				113,007				107,592					137,182				83,610					80,300				85,575
	Restructuring charge(2)			—				—				—				—					—				570					—				—
Operating income				(6,886	)			69,661				95,785				114,523					16,670				(13,221	)				85,648				82,023
	Interest expense, net(3)			(41,430	)			(76,790	)			(82,536	)			(86,125	)				—				—					(64,223	)			(71,481	)
	Gain (loss) on derivative instruments, net			—				(15,049	)			2,807				10,929					—				—					6,700				6,217
	Other expense			(2,270	)			(5,066	)			(5,974	)			(4,475	)				—				—					(3,560	)			(2,898	)
	Gain on disposition of assets(4)			—				—				—				—					—				5,183					—				—
Net income (loss) before income taxes				(50,586	)			(27,244	)			10,082				34,852					16,670				(8,038	)				24,565				13,861
Provision (benefit) for income taxes(5)				—				—				—				—					6,646				(3,546	)				—				—
Net income (loss)			$	(50,586	)		$	(27,244	)		$	10,082			$	34,852				$	10,024			$	(4,492	)			$	24,565			$	13,861
Balance Sheet Data (end of period):
Total assets			$	2,234,091			$	2,281,948			$	2,287,784			$	2,258,245				$	2,307,354			$	1,941,047				$	2,253,781			$	2,280,900
Total debt				1,200,000				1,298,000				1,354,668				1,363,955					—				—					1,360,534				1,411,461
Total member’s equity				666,294				610,522				589,016				595,157					—				—					600,081				580,127

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																													Mediacom
			Mediacom Broadband LLC																	Predecessor Company									Broadband LLC
			Inception
			(April 5, 2001)																					Period from					Nine Months Ended
			through				Year Ended December 31,													Year Ended				January 1					September 30,
			December 31,																	December 31,				through
			2001				2002				2003				2004					2000				July 18, 2001					2004				2005
			(Dollars in thousands)
Other Data:
Operating income before depreciation and amortization(6)			$	81,577			$	193,365			$	208,792			$	222,115				$	153,852			$	70,389				$	165,948			$	167,598
Operating income before depreciation and amortization margin(7)				37.8	%			37.7	%			37.8	%			38.0	%				35.0	%			28.2	%				38.1	%			36.8	%
Ratio of earnings to fixed charges or deficiency of earnings over fixed charges			$	NA				(31,186	)			1.08				1.37					NA				NA					1.35				1.18
Net cash flows provided by (used in):
	Operating activities		$	161,651			$	125,059			$	96,627			$	106,304				$	119,756			$	(34,278	)			$	63,939			$	69,940
	Investing activities			(2,151,583	)			(239,310	)			(116,613	)			(85,394	)				(131,177	)			(34,682	)				(62,186	)			(84,758	)
	Financing activities			2,045,510				68,980				19,058				(21,159	)				14,493				47,806					(7,634	)			12,284
Operating Data (end of period):
Estimated homes passed(8)				1,430,000				1,463,200				1,472,500				1,456,000														1,453,000				1,458,000
Basic subscribers(9)				824,000				840,000				819,300				783,000														780,000				774,000
Basic penetration(10)				57.6	%			57.4	%			55.6	%			53.8	%													53.7	%			53.1	%
Digital customers(11)				233,000				238,000				231,600				236,000														228,000				280,000
Data customers(12)				77,000				110,000				157,800				205,000														197,000				252,000
Telephone customers(13)				—				—				—				—														—				1,000
Revenue generating units(14)				1,134,000				1,188,000				1,208,700				1,224,000														1,205,000				1,307,000

	(1)	For all periods presented prior to our inception on April 5, 2001, management fees were paid to AT&T Broadband, LLC. Upon our acquisition of cable systems, in June and July of 2001, from AT&T Broadband, LLC, Mediacom Communications Corporation replaced AT&T Broadband as manager and AT&T Broadband was no longer entitled to receive management fees from our cable systems.
	(2)	As part of a cost reduction plan undertaken by our Predecessor Company in 2001, approximately 63 employees were terminated, resulting in a restructuring charge of approximately $570,000. The entire charge was paid in cash by our Predecessor Company.
	(3)	For all periods presented prior to our inception on April 5, 2001, our cable systems operated as fully integrated businesses of AT&T Broadband and no debt or interest expense was allocated to these operations.
	(4)	Represents the gain on disposition form the sale of the Missouri systems to Mediacom Broadband LLC on June 29, 2001 for cash proceeds of approximately $308.1 million, before final closing adjustments.
	(5)	Provision (benefit) for income taxes in Predecessor Company combined financial statements were based upon the AT&T cable systems’ contribution to the overall tax liability or benefit of A&T Corp. and its affiliates. Under our ownership, these cable systems are organized as limited liability companies and are subject to minimum income taxes.
	(6)	Operating income before depreciation and amortization (“OIBDA”) is not a financial measure calculated in accordance with generally accepted accounting principles (“GAAP”) in the United States of America. However, OIBDA is one of the primary measures used by management to evaluate our performance and to forecast future results. We believe OIBDA is useful for investors because it enables them to assess our performance in a manner similar to the method used by management, and provides a measure that can be used to analyze, value and compare the companies in the cable television industry, which may have different depreciation and amortization policies.

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		A limitation of this measure, however, is that it excludes depreciation and amortization, which represents the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in our business. Management utilizes a separate process to budget, measure and evaluate capital expenditures.
		OIBDA should not be regarded as an alternative to either operating income or net income (loss) as an indicator of operating performance nor should it be considered in isolation or as a substitute for financial measures prepared in accordance with GAAP. We believe that operating income is the most directly comparable GAAP financial measure to OIBDA.
		The following represents a reconciliation of OIBDA to operating income (loss), which is the most directly comparable GAAP measure:

																													Mediacom
			Mediacom Broadband LLC																	Predecessor Company									Broadband LLC
			Inception																					Period
			(April 5,																					from
			2001)																					January 1					Nine Months Ended
			through				Year Ended December 31,													Year Ended				through					September 30,
			December 31,																	December 31,				July 18,
			2001				2002				2003				2004					2000				2001					2004				2005
OIBDA			$	81,577			$	193,365			$	208,792			$	222,115				$	153,852			$	70,389				$	165,948			$	167,598
	Depreciation and amortization			(88,463	)			(123,704	)			(113,007	)			(107,592	)				(137,182	)			(83,610	)				(80,300	)			(85,575	)
Operating income (loss)			$	(6,886	)		$	69,661			$	95,785			$	114,523				$	16,670			$	(13,221	)			$	85,648			$	82,023

	(7)	Represents OIBDA as a percentage of revenue. See Note 6 above.
	(8)	Represents an estimate of the number of single residence homes, apartments and condominium units passed by the cable distribution network in a cable system’s service area.
	(9)	Represents a dwelling with one or more television sets that receives a package of over-the-air broadcast stations, local access channels or certain satellite-delivered cable television services. Accounts that are billed on a bulk basis, which typically receive discounted rates, are converted into full-price equivalent basic subscribers by dividing total bulk billed basic revenues of a particular system by the applicable combined limited and expanded cable rate charged to basic subscribers in that system. Basic subscribers include connections to schools, libraries, local government offices and employee households that may not be charged for limited and expanded cable services, but may be charged for digital cable, VOD, HDTV, DVR or high-speed Internet service. Customers who exclusively purchase high-speed Internet service are not counted as basic subscribers. Our methodology of calculating the number of basic subscribers may not be identical to those used by other cable companies.

(10)	Represents basic subscribers as a percentage of estimated homes passed.
(11)	Represents customers that receive digital cable services.
(12)	Represents residential data customers and small to medium-sized commercial cable modem accounts billed at higher rates than residential customers. Small to medium-sized commercial accounts generally represent customers with bandwidth requirements of up to 5 Mbps. These commercial accounts are converted to equivalent residential data customers by dividing their associated revenues by the applicable residential rate. Our data customers exclude large commercial accounts and include an insignificant number of dial-up customers. Our methodology of calculating data customers may not be identical to those used by other cable companies.
(13)	Represents customers that receive telephone service.
(14)	Represents the sum of basic subscribers, digital customers, data customers and phone customers.

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	Nine months ended September 30, 2005 Compared to Nine months ended September 30, 2004

			Nine Months Ended
			September 30,
			2005				2004				$ Change				% Change
Revenues			$	455,725			$	436,101			$	19,624				4.5	%
Costs and expenses:
	Service costs			177,283				165,458				11,825				7.1	%
	Selling, general and administrative expenses			101,863				96,489				5,374				5.6	%
	Management fee expense			8,981				8,206				775				9.4	%
	Depreciation and amortization			85,575				80,300				5,275				6.6	%
Operating income				82,023				85,648				(3,625	)			(4.2	)%
Interest expense, net				(71,481	)			(64,223	)			(7,258	)			11.3	%
Gain on derivatives, net				6,217				6,700				(483	)			NM
Other expense				(2,898	)			(3,560	)			662				(18.6	)%
Net income			$	13,861			$	24,565			$	(10,704	)			NM

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	Revenues

		Nine Months Ended September 30,
		2005								2004
						% of								% of
		Amount				Revenues				Amount				Revenues				$ Change				% Change
Video		$	348,348				76.4	%		$	344,624				79.0	%		$	3,724				1.1	%
Data			79,313				17.4	%			64,417				14.8	%			14,896				23.1	%
Advertising			28,064				6.2	%			27,060				6.2	%			1,004				3.7	%
		$	455,725				100.0	%		$	436,101				100.0	%		$	19,624				4.5	%

	Costs and Expenses

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	Interest Expense, Net

	Gain on Derivatives, Net

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	Other Expense

	Net Income

	Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

			Year Ended December 31,
			2004				2003				$ Change				% Change
Revenues			$	585,039			$	552,342			$	32,697				5.9	%
Costs and expenses:
	Service costs			225,764				215,310				10,454				4.9	%
	Selling, general and administrative expenses			126,575				118,918				7,657				6.4	%
	Management fee expense			10,585				9,322				1,263				13.5	%
	Depreciation and amortization			107,592				113,007				(5,415	)			(4.8	)%
Operating income				114,523				95,785				18,738				19.6	%
Interest expense, net				(86,125	)			(82,536	)			(3,589	)			4.3	%
Gain (loss) on derivatives, net				10,929				2,807				8,122				NM
Other expense				(4,475	)			(5,974	)			1,499				(25.1	)%
Net income			$	34,852			$	10,082			$	24,770				NM

	Revenues

		Year Ended December 31,
		2004								2003
						% of								% of
		Amount				Revenues				Amount				Revenues				$ Change				% Change
Video		$	457,513				78.2	%		$	450,831				81.6	%		$	6,682				1.5	%
Data			88,060				15.1	%			66,667				12.1	%			21,393				32.1	%
Advertising			39,466				6.7	%			34,844				6.3	%			4,622				13.3	%
		$	585,039				100.0	%		$	552,342				100.0	%		$	32,697				5.9	%

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	Costs and Expenses

	Interest Expense, net

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	Gain on Derivatives, net

	Other Expense

	Net Income

	Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

			Year Ended December 31,
			2003				2002				$ Change				% Change
Revenues			$	552,342			$	512,792			$	39,550				7.7	%
Costs and expenses:
	Service costs			214,091				207,053				7,038				3.4	%
	Selling, general and administrative expenses			120,137				105,407				14,730				14.0	%
	Management fee expense			9,322				6,967				2,355				33.8	%
	Depreciation and amortization			113,007				123,704				(10,697	)			(8.6	)%
Operating income				95,785				69,661				26,124				37.5	%
Interest expense, net				(82,536	)			(76,790	)			(5,746	)			7.5	%
Gain on derivatives, net				2,807				(15,049	)			17,856				NM
Other expense				(5,974	)			(5,066	)			(908	)			17.9	%
Net income			$	10,082			$	(27,244	)		$	37,326				NM

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	Revenues

		Year Ended December 31,
		2003								2002
						% of								% of
		Amount				Revenues				Amount				Revenues				$ Change				% Change
Video		$	450,831				81.6	%		$	433,069				84.4	%		$	17,762				4.1	%
Data			66,667				12.1	%			45,026				8.8	%			21,641				48.2	%
Advertising			34,844				6.3	%			34,697				6.8	%			147				0.4	%
		$	552,342				100.0	%		$	512,792				100.0	%		$	39,550				7.7	%

	Costs and Expenses

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	Interest Expense, net

	Gain (loss) on Derivative Instruments, net

	Other Expense

	Net Income (loss)

	Overview

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	Operating Activities

	Investing Activities

	Financing Activities

	•	In May 2005, we refinanced a $496.3 million term loan with a new term loan in the amount of $500.0 million. Borrowings under the new term loan bear interest at a rate that is 0.5% less than the interest rate of the term loan it replaced. The new term loan matures in February 2014, whereas the term loan it replaced had a maturity of September 2010.
	•	In January 2005, we borrowed $88.0 million in the form of a demand note from Mediacom LLC, a wholly-owned subsidiary of Mediacom Communications. We repaid the demand note in April 2005.

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	•	In August 2005, we issued $200.0 million aggregate principal amount of 81/2% senior notes due October 2015 (the “81/2% Senior Notes”). The 81/2% Senior Notes are unsecured obligations of Mediacom Broadband, and the indenture governing the 81/2% Senior Notes stipulates, among other things, restrictions on incurrence of Indebtedness, distributions, mergers and asset sales and has cross-default provisions related to other debt of Mediacom Broadband. The proceeds from this offering were used to reduce outstanding balances under our revolving credit facilities. We incurred approximately $6.3 million in financing costs related to the issuance of the 81/2% Senior Notes, which included $3.3 million of original issue discount.

	Other

						Capital				Operating				Interest
		Debt				Leases				Leases				Expense				Total
October 1, 2005 to September 30, 2006		$	40,625			$	1,347			$	1,835			$	114,501			$	158,308
October 1, 2006 to September 30, 2007			59,375				1,016				1,363				112,363				174,117
October 1, 2007 to September 30, 2008			65,000				98				1,024				109,384				175,506
October 1, 2008 to September 30, 2009			81,875				—				872				105,812				188,559
October 1, 2009 to September 30, 2010			89,625				—				711				98,030				188,366
Thereafter			1,072,500				—				1,153				—				1,073,653
Total cash obligations		$	1,409,000			$	2,461			$	6,958			$	540,089			$	1,958,508

	*	Refer to Note 7 to our consolidated financial statements for a discussion of our long-term debt.

(1)	Interest payments on floating rate debt and interest rate swaps are estimated using amounts outstanding as of September 30, 2005 and the average interest rates applicable under such debt obligations.

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	Revenue Recognition

	Allowance for Doubtful Accounts

	Programming Costs

	Property, Plant and Equipment

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	Long-Lived Assets

	Intangible Assets

	Derivative Instruments

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						Bank Credit				Capital Lease
		Senior Notes				Facilities				Obligations				Total
Expected Maturity:
October 1, 2005 to September 30, 2006		$	—			$	40,625			$	1,347			$	41,972
October 1, 2006 to September 30, 2007			—				59,375				1,016				60,391
October 1, 2007 to September 30, 2008			—				65,000				98				65,098
October 1, 2008 to September 30, 2009			—				81,875				—				81,875
October 1, 2009 to September 30, 2010			—				89,625				—				89,625
Thereafter			600,000				472,500				—				1,072,500
Total		$	600,000			$	809,000				2,461				1,411,461
Fair Value			627,750			$	809,000				2,461				1,439,211
Weighted Average Interest Rate			10.2	%			5.5	%			3.1	%			7.5	%

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	Network Technology

	Product Development and New Applications

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	Bundling of Broadband Products and Services

	Customer Service

	Community Presence

	Video

	Basic Service. Our basic service includes, for a monthly fee, local broadcast channels, network and independent stations, limited satellite-delivered programming, and local public, government, home-shopping and leased access channels.
	Expanded Basic Service. Our expanded basic service includes, for an additional monthly fee, various satellite-delivered channels such as CNN, MTV, USA Network, ESPN, Lifetime, Nickelodeon and TNT.

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	Pay-Per-View Service. Our pay-per-view services allow customers to pay to view a single showing of a feature film, live sporting event, concert and other special event, on an unedited, commercial-free basis.
	Digital Cable Service. Customers who subscribe to our digital cable offerings receive up to 230 digital channels in many of our cable systems. We currently offer several digital cable programming packages that include digital basic channels, multichannel premium services, pay-per-view movie and sports channels, digital music channels, and an interactive on-screen program guide. Our digital offerings of multichannel premium services include premium channels in HD format and unlimited access to subscription-based VOD (“SVOD”). We believe that these offerings highlight both the value of our digital cable services and our technologically advanced broadband network, and encourage basic subscribers to upgrade to digital cable service. Customers pay a monthly fee for digital cable service, which varies according to the level of service and the number of digital converters selected by the subscriber. A digital converter or cable card is required to receive our digital cable service.
	Video-On-Demand. Our VOD service provides on-demand access to approximately 1,200 hours of movies, special events and general interest titles stored at our headend facilities. With this service, our customers enjoy full functionality, including the ability to pause, rewind and fast forward selected programming. Our VOD service is either free of charge, offered as part of an SVOD premium package, such as Starz!, Showtime or HBO, or ordered on a pay-per-view basis. We currently offer VOD service to approximately 86% of our digital customers.
	High-Definition Television. HDTV features improved, high-resolution picture quality, improved audio quality and a wide-screen, theater-like display. Our HDTV service includes high definition signals for local broadcast stations that make these signals available to us, and, as part of premium channel subscriptions, Starz! HD, Showtime HD and HBO HD. We also provide, as part of our HD Pak tier for an additional monthly fee, certain premium HDTV programming, such as ESPNHD, HDNet, HDNet Movies, Universal HD and Discovery HD. As of September 30, 2005, 78 local broadcast channels in our service areas were transmitting in HDTV, and we had secured agreements to carry 43 of them. We currently offer HDTV service in markets serving substantially all of our digital customers. Our HDTV service requires the use of an advanced digital converter for which we charge a monthly fee.
	Digital Video Recorders. We offer our customers digital converters that have digital video recording capability. Using the interactive program guide, our customers with DVRs can record programming on the hard drive component of the digital converter and view the recorded programming using the play, pause, rewind and fast forward functions. The DVR can also pause live television, and rewind or fast-forward it, as well as record one show while watching another, or record two shows simultaneously. The DVRs we provide our customers are HDTV-capable.

	High-Speed Data

	Commercial Data

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	Telephony

	Advertising

	Overview

		Nine Months
		Ended
		September 30,
		2005				2004				2003				2002				2001
Operating Data:
Core Video
Estimated homes passed(1)			1,458,000				1,456,000				1,472,500				1,463,000				1,430,000
Basic subscribers(2)			774,000				783,000				819,300				840,000				824,000
Basic penetration(3)			53.1	%			53.8	%			55.6	%			57.4	%			57.6	%
Digital Cable
Digital customers(4)			280,000				236,000				231,600				238,000				233,000
Digital penetration(5)			36.2	%			30.1	%			28.3	%			28.3	%			28.3	%
Data
Data customers(6)			252,000				205,000				157,800				110,000				77,000
Data penetration(7)			17.3	%			14.1	%			10.7	%			7.5	%			5.4	%
Phone Service
Phone customers(8)			1,000				—				—				—				—
Revenue Generating Units(9)			1,307,000				1,224,000				1,208,700				1,188,000				1,134,000
Customer Relationships(10)			798,000				802,000				834,100				851,000				833,000
Cable Network Data:
Miles of plant			19,600				19,500				19,750				19,500				19,100
Density(11)			75				75				75				75				75

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	(1)	Represents the estimated number of single residence homes, apartments and condominium units passed by the cable distribution network in a cable system’s service area.
	(2)	Represents a dwelling with one or more television sets that receives a package of over-the-air broadcast stations, local access channels or certain satellite-delivered cable television services. Accounts that are billed on a bulk basis, which typically receive discounted rates, are converted into full-price equivalent basic subscribers by dividing total bulk billed basic revenues of a particular system by the most prevalent combined limited and expanded cable rate charged to basic subscribers in that system. Basic subscribers include connections to schools, libraries, local government offices and employee households that may not be charged for limited and expanded cable services, but may be charged for digital cable, VOD, HDTV, DVR or high-speed Internet service. Customers who exclusively purchase high-speed Internet service are not counted as basic subscribers. Our methodology of calculating the number of basic subscribers may not be identical to those used by other cable companies.
	(3)	Represents basic subscribers as a percentage of estimated homes passed.
	(4)	Represents customers that receive digital cable services.
	(5)	Represents digital customers as a percentage of basic subscribers.
	(6)	Represents residential data customers and small to medium-sized commercial cable modem accounts billed at higher rates than residential customers. Small to medium-sized commercial accounts generally represent customers with bandwidth requirements of up to 5 Mbps. These commercial accounts are converted to equivalent residential data customers by dividing their associated revenues by the applicable residential rate. Our data customers exclude large commercial accounts and include an insignificant number of dial-up customers. Our methodology of calculating data customers may not be identical to those used by other cable companies.
	(7)	Represents the number of total data customers as a percentage of estimated homes passed.
	(8)	Represents customers receiving phone services.
	(9)	Represents the sum of basic subscribers, digital customers, data customers and phone customers.

(10)	Represents the total number of customers that receive at least one level of service, encompassing video and data services, without regard to which service(s) customers purchase.
(11)	Represents estimated homes passed divided by miles of plant.

	•	hybrid fiber-optic coaxial, or HFC, architecture;
	•	100% of the network miles with bandwidth capacity of 550MHz to 870MHz;
	•	100% of estimated homes passed with two-way communications capability; and
	•	the ability to provide advanced broadband services across virtually our entire footprint.

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	Percentage of Cable Network
					Greater Than				Two-Way
	550 MHz				550 MHz				Capable
	0.2%				99.8%				100%

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		Number				Number				Number of				Percentage of
		of				of Total				Basic				Total Basic
Year of Franchise Expiration		Franchises				Franchises				Subscribers				Subscribers
September 30, 2005 through 2008			153				39.2%				371,000				47.9%
2009 and thereafter			237				60.8%				403,000				52.1%
Total			390				100.0%				774,000				100.0%

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	Direct Broadcast Satellite Providers

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	Traditional Overbuilds

	Multichannel Multipoint Distribution Systems

	Private Cable Television Systems

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	Providers of Broadcast Television and Other Entertainment

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	Cable Telephony

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	Other Competition

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	•	subscriber rates;
	•	the content of the programming we offer to subscribers, as well as the way we sell our program packages to subscribers;
	•	the use of our cable systems by the local franchising authorities, the public and other unrelated companies;
	•	our franchise agreements with local governmental authorities;
	•	cable system ownership limitations and prohibitions; and
	•	our use of utility poles and conduit.

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	•	the lowest level of programming service offered by the cable operator, typically called basic service, which includes, at a minimum, the local broadcast channels and any public access or governmental channels that are required by the operator’s franchise;
	•	the installation of cable service and related service calls; and
	•	the installation, sale and lease of equipment used by subscribers to receive basic service, such as converter boxes and remote control units.

	•	the number of regulated channels;
	•	inflation; and
	•	certain external costs, such as franchise and other governmental fees, copyright and retransmission consent fees, taxes, programming fees and franchise-imposed obligations.

	•	require cable operators to charge uniform rates throughout each franchise area that is not subject to effective competition;
	•	prohibit regulation of non-predatory bulk discount rates offered by cable operators to subscribers in multiple dwelling units; and
	•	permit regulated equipment rates to be computed by aggregating costs of broad categories of equipment at the franchise, system, regional or company level.

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	Must carry and retransmission consent

	•	to carry the station, subject to certain exceptions; or
	•	to negotiate the terms by which the cable system may carry the station on its cable systems, commonly called retransmission consent.

	•	all distant commercial television stations, except for certain commercial satellite-delivered independent superstations such as WGN;
	•	commercial radio stations; and
	•	certain low-power television stations.

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	Tier buy through

	Program access

	•	preclude any satellite video programmer affiliated with a cable company, or with a common carrier providing video programming directly to its subscribers, from favoring an affiliated company over competitors;
	•	require such programmers to sell their programming to other unaffiliated video program distributors; and
	•	limit the ability of such programmers to offer exclusive programming arrangements to their related parties.

	Other programming

	•	our use of syndicated and network programs and local sports broadcast programming;
	•	advertising in children’s programming;

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	•	political advertising;
	•	origination cablecasting;
	•	adult programming;
	•	sponsorship identification; and
	•	closed captioning of video programming.

	•	permits franchising authorities to require cable operators to set aside channels for public, educational and governmental access programming; and
	•	requires a cable system with 36 or more activated channels to designate a significant portion of its channel capacity for commercial leased access by third parties to provide programming that may compete with services offered by the cable operator.

	•	the maximum reasonable rate a cable operator may charge for third party commercial use of the designated channel capacity;
	•	the terms and conditions for commercial use of such channels; and
	•	the procedures for the expedited resolution of disputes concerning rates or commercial use of the designated channel capacity.

	•	affirm the right of franchising authorities, which may be state or local, depending on the practice in individual states, to award one or more franchises within their jurisdictions;
	•	generally prohibit us from operating in communities without a franchise;
	•	permit local authorities, when granting or renewing our franchises, to establish requirements for cable-related facilities and equipment, but prohibit franchising authorities from establishing requirements for specific video programming or information services other than in broad categories; and
	•	permit us to obtain modification of our franchise requirements from the franchise authority or by judicial action if warranted by commercial impracticability.

	•	imposing requirements during the initial cable franchising process or during franchise renewal that require, prohibit or restrict us from providing telecommunications services;
	•	imposing franchise fees on revenues we derive from providing telecommunications or information services over our cable systems;

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	•	restricting our use of any type of subscriber equipment or transmission technology; and
	•	requiring payment of franchise fees to the local franchising authority in excess of 5.0% of our gross revenues derived from providing cable services over our cable system.

	•	allowing municipalities to operate their own cable systems without franchises; and
	•	preventing franchising authorities from granting exclusive franchises or from unreasonably refusing to award additional franchises covering an existing cable system’s service area.

	•	The Cable Act contains renewal procedures designed to protect us against arbitrary denials of renewal of our franchises although, under certain circumstances, the franchising authority could deny us a franchise renewal. Moreover, even if our franchise is renewed, the franchising authority may seek to impose upon us new and more onerous requirements, such as significant upgrades in facilities and services or increased franchise fees as a condition of renewal to the extent permitted by law. Similarly, if a franchising authority’s consent is required for the purchase or sale of our cable system or franchise, the franchising authority may attempt to impose more burdensome or onerous franchise requirements on the purchaser in connection with a request for such consent. Historically, cable operators providing satisfactory services to their subscribers and complying with the terms of their franchises have almost always obtained franchise renewals. We believe that we have generally met the terms of our franchises and have provided quality levels of service. We anticipate that our future franchise renewal prospects generally will be favorable.
	•	Various courts have considered whether franchising authorities have the legal right to limit the number of franchises awarded within a community and to impose substantive franchise requirements. These decisions have been inconsistent and, until the U.S. Supreme Court rules definitively on the scope of cable operators’ First Amendment protections, the legality of the franchising process generally and of various specific franchise requirements is likely to be in a state of flux. Furthermore, the FCC recently issued a Notice of Proposed Rulemaking seeking comment on whether the current local franchising process constitutes an impediment to widespread issuance of franchises to competitive cable providers in terms of the sheer number of franchising authorities, the impact of state-level franchising authorities, the burdens some local franchising authorities seek to impose as conditions of granting franchises and whether state “level-playing field” statutes also create barriers to entry. We cannot determine the outcome of any potential new rules on our business; however, any change that would lessen the local franchising burdens and requirements imposed on our competitors relative to those that are or have been imposed on us could harm our business.

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	•	eliminated federal legal barriers to competition in the local telephone and cable communications businesses, including allowing local telephone companies to offer video services in their local telephone service areas;
	•	preempted legal barriers to telecommunications competition that previously existed in state and local laws and regulations;
	•	set basic standards for relationships between telecommunications providers; and
	•	generally limited acquisitions and prohibited joint ventures between local telephone companies and cable operators in the same market.

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	•	equal employment opportunity;
	•	consumer protection and customer service;
	•	technical standards and testing of cable facilities;
	•	consumer electronics equipment compatibility;
	•	registration of cable systems;
	•	maintenance of various records and public inspection files;
	•	microwave frequency usage; and
	•	antenna structure notification, marking and lighting.

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	•	the FCC confirmed that there is no current legal requirement for cable operators to grant open access now that cable modem service is classified as an information service. The FCC is considering, however, whether it has the authority to impose open access requirements and, if so, whether it should do so, or whether to permit local authorities to impose such a requirement.
	•	the FCC found that cable modem service is an information service, not a cable service, which has resulted in several court rulings that local franchise authorities may not collect franchise fees on cable modem service revenues under existing laws and regulations.
	•	the FCC concluded that federal law does not permit local franchise authorities to impose additional franchise requirements on cable modem service. It is considering, however, whether local franchise authorities nonetheless have the authority to impose restrictions, requirements or fees because cable modem service is delivered over cable using public rights of way.
	•	the FCC is considering whether cable operators providing cable modem service should be required to contribute to a “universal service fund” designed to support making service available to all consumers, including those in low income, rural and high-cost areas at rates that are reasonably comparable to those charged in urban areas.
	•	the FCC is considering whether it should take steps to ensure that the regulatory burdens on cable systems providing cable modem service are comparable to those of other providers of Internet access service, such as telephone companies. One method of achieving comparability would be to make cable operators subject to some of the regulations that do not now apply to them, but are applicable to telephone companies.

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	•	franchise fees;
	•	franchise term;
	•	system construction and maintenance obligations;
	•	system channel capacity;
	•	design and technical performance;
	•	customer service standards;
	•	sale or transfer of the franchise;
	•	territory of the franchise;
	•	indemnification of the franchising authority;
	•	use and occupancy of public streets; and
	•	types of cable services provided.

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Name		Age				Position
Rocco B. Commisso			56			Chairman and Chief Executive Officer of Mediacom Communications; Manager, Chairman and Chief Executive Officer of Mediacom Broadband LLC; and President, Chief Executive Officer and Director of Mediacom Broadband Corporation
Mark E. Stephan			49			Executive Vice President, Chief Financial Officer and Director of Mediacom Communications; Executive Vice President, Chief Financial Officer and Treasurer of Mediacom Broadband LLC; and Treasurer and Secretary of Mediacom Broadband Corporation
John G. Pascarelli			44			Executive Vice President, Operations of Mediacom Communications
Italia Commisso Weinand			52			Senior Vice President, Programming and Human Resources of Mediacom Communications
Joseph E. Young			57			Senior Vice President, General Counsel and Secretary of Mediacom Communications
Charles J. Bartolotta			50			Senior Vice President, Customer Operations of Mediacom Communications
Calvin G. Craib			51			Senior Vice President, Business Development of Mediacom Communications
Brian Walsh			39			Senior Vice President and Corporate Controller of Mediacom Communications
Craig S. Mitchell			46			Director of Mediacom Communications
William S. Morris III			71			Director of Mediacom Communications
Thomas V. Reifenheiser			70			Director of Mediacom Communications
Natale S. Ricciardi			56			Director of Mediacom Communications
Robert L. Winikoff			59			Director of Mediacom Communications

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	Management Agreements

	Other Relationships

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	•	if Mediacom Communications materially breaches the management agreement and fails to cure the breach within 20 days of receipt of written notice of the breach (or, if the breach is not susceptible to cure within 20 days, if Mediacom Communications fails to cure the breach as promptly as possible, but in any event, within 60 days of the written notice);
	•	if Mediacom Communications engages in any act of gross negligence, dishonesty, willful malfeasance or gross misconduct that is materially injurious to the respective operating subsidiary;
	•	if any lender consummates foreclosure proceedings following default under any loan agreement with respect to the equity interests or assets of the respective operating subsidiary; and
	•	if Mediacom Communications is unable to pay its debts as such debts become due.

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	•	interest on outstanding revolving loans and the tranche A term loan is payable at either the eurodollar rate plus a floating percentage ranging from 1.00% to 2.50% depending on the leverage ratio or the base rate plus a floating percentage ranging from 0.25% to 1.50% depending on the leverage ratio; and
	•	interest on the tranche C term loan is payable at either the eurodollar rate plus 2.00% or the base rate plus 1.00%.

	•	maintenance of specified financial ratios;
	•	limitations on incurrence of additional indebtedness;
	•	limitations on restricted payments;
	•	limitations on mergers, consolidations, liquidations and dissolutions and sales of assets;
	•	limitations on acquisitions and investments;
	•	limitations on liens;
	•	limitations on other lines of business;
	•	limitations on transactions with affiliates;
	•	limitations on restrictive agreements; and

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	•	limitations on modification of specified documents.
	•	In addition, our subsidiary credit facility contains customary events of default.

	•	effectively rank behind any of our secured debt and all existing and future indebtedness and other liabilities of our subsidiaries (including the subsidiary credit facility);
	•	rank equally in right of payment with the notes and the exchange notes;
	•	rank equally in right of payment to all of our unsecured debt that does not expressly provide that it is subordinated to the 11% senior notes; and
	•	rank ahead of all our future debt that expressly provides that it is subordinated to the 11% senior notes.

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		Redemption
Year		Price
2010			104.250%
2011			102.833%
2012			101.417%
2013 and thereafter			100.000%

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	Change Of Control

	(i) any Person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), including any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than one or more Permitted Holders, is or becomes the “beneficial owner” (as defined in Rule 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have “beneficial ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time, upon the happening of an event or otherwise), directly or indirectly, of more than 50% of the total voting power of the then outstanding Voting Equity Interests in Mediacom Broadband LLC;
	(ii) Mediacom Broadband LLC consolidates with, or merges with or into, another Person (other than a Wholly Owned Restricted Subsidiary) or Mediacom Broadband LLC or any of its Subsidiaries sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of the assets of Mediacom Broadband LLC and its Subsidiaries (determined on a consolidated basis) to any Person (other than Mediacom Broadband LLC or any Wholly Owned Restricted Subsidiary), other than any such transaction where immediately after such transaction the Person or Persons that “beneficially owned” (as defined in Rule 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have “beneficial ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time, upon the happening of an event or otherwise) immediately prior to such transaction, directly or indirectly, a majority of the total voting power of the then outstanding Voting Equity Interests in Mediacom Broadband LLC, “beneficially own” (as so determined), directly or indirectly, more than 50% of the total voting power of the then outstanding Voting Equity Interests in the surviving or transferee Person;
	(iii) Mediacom Broadband LLC is liquidated or dissolved or adopts a plan of liquidation or dissolution (whether or not otherwise in compliance with the provisions of the Indenture);
	(iv) a majority of the members of the Executive Committee of Mediacom Broadband LLC shall consist of Persons who are not Continuing Members; or
	(v) Mediacom Broadband LLC ceases to own 100% of the issued and outstanding Equity Interests in Mediacom Broadband Corporation, other than by reason of a merger of Mediacom Broadband Corporation into and with a corporate successor to Mediacom Broadband LLC;

provided, however, that a Change of Control will be deemed not to have occurred in any of the circumstances described in clauses (i) through (iv) above if after the occurrence of any such circumstance (A) Mediacom Communications (or any successor thereto), or a Person (or successor thereto) more than 50% of the total voting power of the then outstanding Voting Equity Interests of which is beneficially owned, directly or indirectly, by Mediacom Communications (or any successor thereto), continues to be the manager of Mediacom Broadband LLC (or the surviving or transferee Person in the case of clause (ii) above) pursuant to the Operating Agreement and Rocco B. Commisso continues to be the chief executive officer or chairman of Mediacom Communications (or any successor thereto), (B) Rocco B. Commisso, or a Person more than 50% of the total voting power of the then outstanding Voting Equity Interests of which is beneficially owned, directly or indirectly, by Rocco B. Commisso and the other Permitted Holders together with their respective designees, becomes the

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	manager of Mediacom Broadband LLC (or the surviving or transferee Person in the case of clause (ii) above) or (C) Rocco B. Commisso becomes and thereafter continues to be the chief executive officer or chairman of Mediacom Broadband LLC (or the surviving or transferee Person in the case of clause (ii) above).

	(1) that the Change of Control Offer is being made pursuant to this covenant and that all Notes tendered will be accepted for payment;
	(2) the purchase price and the purchase date, which shall be a business day no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
	(3) that any Note not tendered will continue to accrue interest;
	(4) that, unless the Issuers default in the payment of the Change of Control Payment, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;
	(5) that holders accepting the offer to have their Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes to the Paying Agent at the address specified in the notice prior to the close of business on the business day preceding the Change of Control Payment Date;
	(6) that holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third business day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the holder, the principal amount of the Notes delivered for purchase, and a statement that such holder is withdrawing its election to have such Notes purchased;
	(7) that holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof;
	(8) any other procedures that a holder must follow to accept a Change of Control Offer or effect withdrawal of such acceptance; and
	(9) the name and address of the Paying Agent.

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	Asset Sales

	(i) Mediacom Broadband LLC or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by the Executive Committee, whose determination shall be conclusive and evidenced by a Committee Resolution);
	(ii) not less than 75% of the consideration received by Mediacom Broadband LLC or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; and
	(iii) the Asset Sale Proceeds received by Mediacom Broadband LLC or such Restricted Subsidiary are applied:

	(a) first, to the extent Mediacom Broadband LLC elects, or is required, to prepay, repay or purchase debt under any then existing Indebtedness of Mediacom Broadband LLC or any Restricted Subsidiary within 360 days following the receipt of the Asset Sale Proceeds from any Asset Sale or, to the extent Mediacom Broadband LLC elects to make, or commits pursuant to a written agreement to make, an investment in assets (including, without limitation, Equity Interests or other securities purchased in connection with the acquisition of Equity Interests or property of another Person) used or useful in a Related Business, to make such an investment, provided that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following the receipt of such Asset Sale Proceeds or, in the case of funds committed to be reinvested in such assets pursuant to a written agreement dated within 360 days following the receipt of such Asset Sale Proceeds, such investment occurs within 540 days following the receipt of such Asset Sale Proceeds (such 360th day or 540th day, as the case may be, the “Reinvestment Date”), and
	(b) second, on a pro rata basis (1) to the repayment of an amount of Other Pari Passu Debt not exceeding the Other Pari Passu Debt Pro Rata Share (provided that any such repayment shall result in a permanent reduction of any commitment in respect thereof in an amount equal to the

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principal amount so repaid) and (2) if on the Reinvestment Date with respect to any Asset Sale the Excess Proceeds exceed $15.0 million, the Issuers shall apply an amount equal to such Excess Proceeds to an offer to repurchase the Notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of repurchase (an “Excess Proceeds Offer”).

	(1) that such holders have the right to require the Issuers to apply the Excess Proceeds to repurchase such Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase;
	(2) the purchase date, which shall be a business day no earlier than 30 days nor later than 60 days from the date such notice is mailed;
	(3) the instructions, determined by the Issuers, that each holder must follow in order to have such Notes repurchased; and
	(4) the calculations used in determining the amount of Excess Proceeds to be applied to the repurchase of such Notes.

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	(a) default in payment of any principal of, or premium, if any, on the Notes when due;
	(b) default for 30 days in payment of any interest or Additional Interest, if any, on the Notes when due;
	(c) default by the Issuers for 60 days after written notice by holders of not less than 25% in principal amount of the Notes then outstanding in the observance or performance of any other covenant in the Notes or the Indenture;
	(d) default in the payment at maturity (continued for the longer of any applicable grace period or 30 days) of any Indebtedness aggregating $25.0 million or more of the Issuers or any Significant Subsidiary or any group of Restricted Subsidiaries of Mediacom Broadband LLC which, if merged into each other, would constitute a Significant Subsidiary, or the acceleration of any such Indebtedness which default shall not be cured or waived, or such acceleration shall not be rescinded or annulled, within 30 days after written notice by holders of not less than 25% in principal amount of the Notes then outstanding;
	(e) any final judgment or judgments for the payment of money in excess of $25.0 million (net of amounts covered by insurance) shall be rendered against the Issuers or any Significant Subsidiary or any group of Restricted Subsidiaries of Mediacom Broadband LLC which, if merged into each other, would constitute a Significant Subsidiary, and shall not be discharged for any period of 60 consecutive days, during which a stay of enforcement of such judgment shall not be in effect;
	(f) certain events involving bankruptcy, insolvency or reorganization of the Issuers or a Significant Subsidiary or any group of Restricted Subsidiaries of Mediacom Broadband LLC which, if merged into each other, would constitute a Significant Subsidiary; or
	(g) the guarantee of any Guarantor ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or any Guarantor shall deny or disaffirm its obligations under the Indenture or the guarantee of such Guarantor.

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	Limitation on Restricted Payments

	(i) at the time of such proposed Restricted Payment, a Default or Event of Default shall have occurred and be continuing or shall occur as a consequence of such Restricted Payment;
	(ii) immediately after giving effect to such proposed Restricted Payment, Mediacom Broadband LLC would not be able to Incur $1.00 of additional Indebtedness under the Debt to Operating Cash Flow Ratio of the first paragraph of “— Limitation on Indebtedness” below; or
	(iii) immediately after giving effect to any such Restricted Payment, the aggregate of all Restricted Payments which shall have been made on or after the Existing Notes Issue Date (the amount of any Restricted Payment, if other than cash, to be based upon the fair market value thereof on the date of such Restricted Payment (without giving effect to subsequent changes in value) as determined in good faith by the Executive Committee, whose determination shall be conclusive and evidenced by a Committee Resolution) would exceed an amount equal to the difference between (a) the Cumulative Credit and (b) 1.2 times Cumulative Interest Expense.

	(1) the retirement of any of Mediacom Broadband LLC’s Equity Interests in exchange for, or out of the proceeds of, the substantially concurrent sale (other than to a Subsidiary of Mediacom Broadband LLC or an employee stock ownership plan or to a trust established by Mediacom Broadband LLC or any Subsidiary of Mediacom Broadband LLC for the benefit of its employees) of Equity Interests (other than Equity Interests issued in connection with the AT&T Acquisitions Contributions) in Mediacom Broadband LLC;
	(2) the payment of any dividend or distribution on, or redemption of Equity Interests within 60 days after the date of declaration of such dividend or distribution or the giving of formal notice of such redemption, if at the date of such declaration or giving of such formal notice such payment or redemption would comply with the provisions of the Indenture;
	(3) Investments constituting Restricted Payments made as a result of the receipt of non-cash consideration from any Asset Sale made pursuant to and in compliance with the provisions described under “Repurchase at the Option of Holders — Asset Sales” above;
	(4) payments of compensation to officers, directors and employees of Mediacom Broad-band LLC or any Restricted Subsidiary so long as the Executive Committee or the manager of Mediacom Broadband LLC in good faith shall have approved the terms thereof;

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	(5) (a) the payment of dividends on any Equity Interests in Mediacom Broadband LLC following the issuance thereof in an amount per annum of up to 6% of the net proceeds received by Mediacom Broadband LLC from an Equity Offering of such Equity Interests and (b) the payment of cash dividends on the amount of the Mediacom Broadband Preferred Membership Interest at a rate not to exceed 6.0% per annum;
	(6) (a) the payment of management fees, and any related reimbursement of expenses, to Mediacom Communications or any Affiliate thereof pursuant to the Management Agreements and (b) the reimbursement of expenses and the making of payments in respect of indemnification obligations to Mediacom Communications or any Affiliate thereof pursuant to the Operating Agreement;
	(7) the payment of amounts in connection with any merger, consolidation, or sale of assets effected in accordance with the “— Merger or Sales of Assets” covenant below, provided that no such payment may be made pursuant to this clause (7) unless, after giving effect to such transaction (and the Incurrence of any Indebtedness in connection therewith and the use of the proceeds thereof), Mediacom Broadband LLC would be able to Incur $1.00 of additional Indebtedness under the Debt to Operating Cash Flow Ratio of the first paragraph of “— Limitation on Indebtedness” below such that after incurring that $1.00 of additional Indebtedness, the Debt to Operating Cash Flow Ratio would be less than or equal to 6.5 to 1.0;
	(8) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Obligations in exchange for, or out of net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of Mediacom Broadband LLC or an employee stock ownership plan or to a trust established by Mediacom Broadband LLC or any Subsidiary of Mediacom Broadband LLC for the benefit of its employees) of Equity Interests (other than Equity Interests issued in connection with the AT&T Acquisitions Contributions) in Mediacom Broadband LLC or Subordinated Obligations of Mediacom Broadband LLC;
	(9) the payment of any dividend or distribution on or with respect to any Equity Interests in any Restricted Subsidiary to the holders of its Equity Interests on a pro rata basis;
	(10) the making and consummation of (A) an Excess Proceeds Offer in accordance with the provisions of the Indenture with any Excess Proceeds or (B) a Change of Control Offer with respect to the Notes in accordance with the provisions of the Indenture or (C) any offer similar to the offer described in clause (A) or (B) set forth in any other indenture governing debt securities;
	(11) during the period Mediacom Broadband LLC is treated as a partnership for U.S. federal income tax purposes and after such period to the extent relating to the liability for such period, the payment of distributions in respect of members’ or partners income tax liability with respect to Mediacom Broadband LLC in an amount not to exceed the aggregate amount of tax distributions, if any, permitted to be made by Mediacom Broadband LLC to its members under the Operating Agreement (such amount not to include amounts in respect of taxes resulting from Mediacom Broadband LLC’s reorganization as or change in the status to a corporation);
	(12) the payment by any Restricted Subsidiary to Mediacom Broadband LLC or another Restricted Subsidiary of principal and interest due in respect of intercompany Indebtedness and dividends and other distributions in respect of Preferred Equity Interests in such Restricted Subsidiary;
	(13) the distribution of any Investment originally made by Mediacom Broadband LLC or any Restricted Subsidiary pursuant to the first paragraph of this covenant to holders of Equity Interests in Mediacom Broadband LLC or such Restricted Subsidiary, as the case may be;
	(14) payments to Mediacom Communications to effect the redemption, repurchase, retirement or defeasance of up to $172.5 million in the aggregate of the 5.25% convertible senior notes due July 2006 of Mediacom Communications, in any case at a price not to exceed 100% of the outstanding principal amount thereof plus accrued and unpaid interest thereon through the date of such redemption, repurchase, retirement or defeasance; and

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	(15) additional Restricted Payments in an aggregate amount not to exceed $25.0 million;

provided, however, that in the case of clauses (2), (5), (7), (9), (10), (13), (14) and (15) of this paragraph, no Default or Event of Default shall have occurred and be continuing at the time of such Restricted Payment or as a result thereof. In calculating the aggregate amount of Restricted Payments made on or after the Existing Notes Issue Date for purposes of clause (iii) of the first paragraph of this covenant, (x) Restricted Payments made pursuant to clauses (1), (2) and (8) and any Restricted Payment deemed to have been made pursuant to the “— Limitation on Transactions with Affiliates” covenant below shall be included in such calculation and (y) Restricted Payments made pursuant to any of clauses (3) through (7) or (9) through (15) shall be excluded from such calculation.

	Limitation on Indebtedness

	(a) Indebtedness under the Notes issued on the date of the Indenture, the Exchange Notes and the Indenture;
	(b) Indebtedness of and Disqualified Equity Interests in Mediacom Broadband LLC and the Restricted Subsidiaries outstanding on August 30, 2005 other than Indebtedness described in clause (a), (c), (d) or (f) of this paragraph;
	(c) (i) Indebtedness of the Restricted Subsidiaries under the Subsidiary Credit Facility (including, without limitation, any refinancing thereof), and (ii) Indebtedness of the Restricted Subsidiaries (including, without limitation, any refinancing thereof) if (solely for purposes of this clause (ii)), at the time of and immediately after giving pro forma effect to the Incurrence of such Indebtedness and the application of the proceeds therefrom, the Debt to Operating Cash Flow Ratio would be less than or equal to 6.5 to 1.0; provided, however, that for purposes of the calculation of such Ratio, the term “Consolidated Total Indebtedness” shall refer only to the Consolidated Total Indebtedness of the Restricted Subsidiaries (including, without limitation, Indebtedness Incurred under the Subsidiary Credit Facility and the Future Subsidiary Credit Facilities, but not including Indebtedness of any Restricted Subsidiary payable solely to Mediacom Broadband LLC that qualifies as “Affiliate Subordinated Indebtedness” (as defined in the Subsidiary Credit Facility in effect as of August 30, 2005)) outstanding as of the Determination Date (as defined hereafter in the term “Debt to Operating Cash Flow Ratio”) and the term “Operating Cash Flow” shall refer only to the Subsidiary Operating Cash Flow of the Restricted Subsidiaries for the related Measurement Period (as defined hereafter in the term “Debt to Operating Cash Flow Ratio”);
	(d) Indebtedness of and Disqualified Equity Interests in (x) any Restricted Subsidiary owed to or issued to and held by Mediacom Broadband LLC or any other Restricted Subsidiary and (y) Mediacom Broadband LLC owed to and held by any Restricted Subsidiary which is unsecured and subordinated in right of payment to the payment and performance of the Issuers’ obligations under the Indenture and the Notes; provided, however, that an Incurrence of Indebtedness and Disqualified Equity Interests that is not permitted by this clause (d) shall be deemed to have occurred upon (i) any sale or other disposition of any Indebtedness or Disqualified Equity Interests in Mediacom Broadband LLC or a Restricted Subsidiary referred to in this clause (d) to any Person (other than Mediacom Broadband LLC or a Restricted Subsidiary), (ii) any sale or other disposition of Equity Interests in a Restricted Subsidiary

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	which holds Indebtedness or Disqualified Equity Interests in Mediacom Broadband LLC or another Restricted Subsidiary such that such Restricted Subsidiary ceases to be a Restricted Subsidiary or (iii) any designation of a Restricted Subsidiary which holds Indebtedness or Disqualified Equity Interests in Mediacom Broadband LLC as an Unrestricted Subsidiary;
	(e) guarantees by any Restricted Subsidiary of Indebtedness of Mediacom Broadband LLC or any other Restricted Subsidiary Incurred in accordance with the provisions of the Indenture;
	(f) Hedging Agreements of Mediacom Broadband LLC or any Restricted Subsidiary relating to any Indebtedness of Mediacom Broadband LLC or such Restricted Subsidiary, as the case may be, Incurred in accordance with the provisions of the Indenture; provided that such Hedging Agreements have been entered into for bona fide business purposes and not for speculation;
	(g) Indebtedness or Disqualified Equity Interests in Mediacom Broadband LLC or any Restricted Subsidiary to the extent representing a replacement, renewal, refinancing or extension (collectively, a “refinancing”) of outstanding Indebtedness or Disqualified Equity Interests in Mediacom Broadband LLC or any such Restricted Subsidiary, as the case may be, Incurred in compliance with the Debt to Operating Cash Flow Ratio of the first paragraph of this covenant or clause (a) or (b) of this paragraph of this covenant; provided, however, that (i) Indebtedness or Disqualified Equity Interests in Mediacom Broadband LLC may not be refinanced under this clause (g) with Indebtedness or Disqualified Equity Interests in any Restricted Subsidiary, (ii) any such refinancing shall not exceed the sum of the principal amount or liquidation preference or redemption payment value (or, if such Indebtedness or Disqualified Equity Interests provides for a lesser amount to be due and payable upon a declaration of acceleration thereof at the time of such refinancing, an amount no greater than such lesser amount) of the Indebtedness or Disqualified Equity Interests being refinanced plus the amount of accrued interest or dividends thereon and the amount of any reasonably determined prepayment premium necessary to accomplish such refinancing and such reasonable fees and expenses incurred in connection therewith, (iii) Indebtedness representing a refinancing of Indebtedness of Mediacom Broadband LLC shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced, (iv) Subordinated Obligations of Mediacom Broadband LLC or Disqualified Equity Interests in Mediacom Broadband LLC may only be refinanced with Subordinated Obligations of Mediacom Broadband LLC or Disqualified Equity Interests in Mediacom Broadband LLC, and (v) Other Pari Passu Debt which is unsecured may only be refinanced with unsecured Indebtedness, which is either Other Pari Passu Debt or Subordinated Obligations, or with Disqualified Equity Interests;
	(h) Indebtedness of Mediacom Broadband LLC or a Restricted Subsidiary Incurred as a result of the pledge by Mediacom Broadband LLC or such Restricted Subsidiary of intercompany Indebtedness or Equity Interests in another Restricted Subsidiary or Equity Interests in an Unrestricted Subsidiary in the circumstance where recourse to Mediacom Broadband LLC or such Restricted Subsidiary is limited to the value of the intercompany Indebtedness or the Equity Interests so pledged;
	(i) Indebtedness of Mediacom Broadband LLC or a Restricted Subsidiary represented by Capitalized Lease Obligations, mortgage financings, purchase money obligations or letters of credit, in each case Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of Mediacom Broadband LLC or such Restricted Subsidiary or a Related Business in an aggregate principal amount not to exceed $25.0 million at any time outstanding;
	(j) Indebtedness of Mediacom Broadband LLC or a Restricted Subsidiary in an aggregate amount not to exceed two times the sum of (i) the aggregate Net Cash Proceeds to Mediacom Broadband LLC from (x) the issuance (other than to a Subsidiary of Mediacom Broadband LLC or an employee stock ownership plan or a trust established by Mediacom Broadband LLC or any Subsidiary of Mediacom Broadband LLC (for the benefit of its employees)) of any class of Equity Interests in Mediacom Broadband LLC (other than Disqualified Equity Interests and other than Equity Interests issued in connection with the AT&T Acquisitions Contributions) on or after the Existing Notes Issue Date or

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	(y) contributions (other than the AT&T Acquisitions Contributions) to the equity capital of Mediacom Broadband LLC on or after the Existing Notes Issue Date which do not themselves constitute Disqualified Equity Interests and (ii) the fair market value, as determined by an independent nationally recognized accounting, appraisal or investment banking firm experienced in similar types of transactions, of any assets (other than cash or Cash Equivalents) that are used or useful in a Related Business or Equity Interests in a Person engaged in a Related Business that is or becomes a Restricted Subsidiary of Mediacom Broadband LLC, in each case received by Mediacom Broadband LLC after the Existing Notes Issue Date in exchange for the issuance (other than to a Subsidiary of Mediacom Broadband LLC) of its Equity Interests (other than Disqualified Equity Interests and other than Equity Interests issued in connection with the AT&T Acquisitions Contributions); provided that (A) the amount of such Net Cash Proceeds with respect to which Indebtedness is incurred pursuant to this clause (j) shall not be deemed Net Cash Proceeds from the issue or sale of Equity Interests for purposes of clause (ii) of the definition of “Cumulative Credit” and (B) the issuance of Equity Interests with respect to which Indebtedness is incurred pursuant to this clause (j) shall not also be used to effect a Restricted Payment pursuant to clauses (1) or (8) of the third paragraph of “— Limitation on Restricted Payments” above; and
	(k) in addition to any Indebtedness described in clauses (a) through (j) above, Indebtedness of Mediacom Broadband LLC or any of the Restricted Subsidiaries so long as the aggregate principal amount of all such Indebtedness incurred pursuant to this clause (k) does not exceed $50.0 million at any one time outstanding.

	Limitation on Transactions with Affiliates

	(i) the making of any Restricted Payment (including, without limitation, the making of any Restricted Payment that is permitted pursuant to clauses (1) through (15) of the second paragraph of “— Limitation on Restricted Payments”) and the making of any Permitted Investment;
	(ii) any transaction or series of transactions between Mediacom Broadband LLC and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries;
	(iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of, and indemnity provided on behalf of, officers, members, directors and employees of Mediacom Broadband LLC or any Restricted Subsidiary, and management, consulting or advisory fees and reimbursements of expenses and indemnity in each case so long as the Executive Committee in good faith shall have approved the terms thereof and deemed the

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	services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor;
	(iv) any payments for goods or services purchased in the ordinary course of business, upon terms which would be obtainable by Mediacom Broadband LLC or a Restricted Subsidiary in a comparable arm’s-length transaction with a Person which is not an Affiliate;
	(v) any transaction pursuant to any agreement with any Affiliate in effect on the date of the Indenture (including, but not limited to, the Management Agreements, the Operating Agreement and other agreements relating to the payment of management fees, acquisition fees and expense reimbursements), including, without limitation, any amendments thereto entered into after the date of the Indenture, provided, that the terms of any such amendment are not less favorable to Mediacom Broadband LLC than the terms of the relevant agreement in effect prior to any such amendment, as determined in good faith by the Executive Committee whose determination shall be conclusive and evidenced by a Committee Resolution;
	(vi) any transaction or series of transactions between Mediacom Broadband or any of its Restricted Subsidiaries, on the one hand, and Mediacom Communications or any of its direct or indirect Subsidiaries, on the other hand, which relate to (a) the sharing of centralized services, personnel, facilities, headends and plant, (b) the joint procurement of goods and services, (c) the allocation of costs and expenses (other than taxes based on income) and (d) matters reasonably related to any of the foregoing, in each case, which are undertaken pursuant to an established plan of Mediacom Communications the primary purpose of which is to result in cost savings and related synergies for Mediacom Broadband LLC, its Restricted Subsidiaries, Mediacom Communications and each of Mediacom Communications’ other direct or indirect Subsidiaries involved in such transaction or series of transactions; provided that, in the case of this clause (vi), such plan shall have been approved pursuant to a Committee Resolution, rendered in good faith by the Executive Committee, which approval in each case shall be conclusive, to the effect that such plan is in the best interest of Mediacom Broadband LLC or such Restricted Subsidiary; and provided, further, that such transaction or series of related transactions is fair and reasonable to Mediacom Broadband LLC or such Restricted Subsidiary, on the one hand, and to Mediacom Communications and each such other Subsidiary of Mediacom Communications, on the other hand; and
	(vii) the receipt from any Affiliate of any payment, Investment, distribution, loan or other extension of credit or any other consideration if the payment or making thereof would, if made by Mediacom Broadband LLC or by any Restricted Subsidiary to an Affiliate thereof, constitute a Specified Affiliate Transaction under any of the foregoing clauses (i) through (vi) of this paragraph or would comply with the last two sentences of this description of the “— Limitation on Transactions With Affiliates” covenant.

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	Limitation on Liens

	(i) Liens, if any, in effect on the date of the Indenture;
	(ii) Liens in favor of governmental bodies to secure progress or advance payments; 53
	(iii) Liens on Equity Interests or Indebtedness existing at the time of the acquisition thereof (including, without limitation, acquisition through merger or consolidation); provided that such Liens were not Incurred in anticipation of such acquisition;
	(iv) Liens securing industrial revenue or pollution control bonds;
	(v) Liens securing the Notes;
	(vi) Liens securing Indebtedness of Mediacom Broadband LLC in an amount not to exceed $10.0 million at any time outstanding;
	(vii) Other Permitted Liens; and
	(viii) any extension, renewal or replacement of any Lien referred to in the foregoing clauses (i) through (vii), inclusive.

	Limitation on Business Activities of Mediacom Broadband Corporation

	Designation of Unrestricted Subsidiaries

	(a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation;

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	(b) at the time of and after giving effect to such Designation, Mediacom Broadband LLC would be able to Incur $1.00 of additional Indebtedness under the Debt to Operating Cash Flow Ratio of the first paragraph of “— Limitation on Indebtedness” above; and
	(c) Mediacom Broadband LLC would be permitted to make a Restricted Payment at the time of Designation (assuming the effectiveness of such Designation) pursuant to the first paragraph of “— Limitation on Restricted Payments” above in an amount equal to Mediacom Broadband LLC’s proportionate interest in the fair market value of such Subsidiary on such date (as determined in good faith by the Executive Committee, whose determination shall be conclusive and evidenced by a Committee Resolution). Notwithstanding the foregoing, neither Mediacom Broadband Corporation nor any of its Subsidiaries may be designated as Unrestricted Subsidiaries.

	(x) make additional Investments (other than Permitted Investments) in any Unrestricted Subsidiary;
	(y) maintain or preserve the financial condition of any Unrestricted Subsidiary or cause any Unrestricted Subsidiary to achieve any specified levels of operating results; or
	(z) be party to any agreement, contract, arrangement or understanding with any Unrestricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Mediacom Broadband LLC or such Restricted Subsidiary than those that might be obtained, in light of all the circumstances, at the time from Persons who are not Affiliates of Mediacom Broadband LLC.

	(a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Revocation;
	(b) at the time of and after giving effect to such Revocation, Mediacom Broadband LLC would be able to Incur $1.00 of additional Indebtedness under the Debt to Operating Cash Flow Ratio of the first paragraph of “— Limitation on Indebtedness” above; and
	(c) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of the Indenture.

	Limitation on Guarantees of Certain Indebtedness

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	(i) the sale of all of the Equity Interests, or all or substantially all of the assets, of the applicable Guarantor (in each case other than to Mediacom Broadband LLC or a Subsidiary);
	(ii) the designation by Mediacom Broadband LLC of the applicable Guarantor as an Unrestricted Subsidiary; or
	(iii) the release of the guarantee of such Guarantor with respect to the obligations which caused such Guarantor to deliver a guarantee of the Notes in accordance with the preceding paragraph, in each case in compliance with the Indenture (including, without limitation, in the event of a sale of Equity Interests or assets described in clause (i) above, that the Net Cash Proceeds are applied in accordance with the requirements of the applicable provision of the Indenture described under “Repurchase at the Option of Holders — Asset Sales” above).

	Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries

	(a) pay dividends or make any other distributions to Mediacom Broadband LLC or any other Restricted Subsidiary on its Equity Interests;
	(b) pay any Indebtedness owed to Mediacom Broadband LLC or any other Restricted Subsidiary;
	(c) make loans or advances, or guarantee any such loans or advances, to Mediacom Broadband LLC or any other Restricted Subsidiary;
	(d) transfer any of its properties or assets to Mediacom Broadband LLC or any other Restricted Subsidiary;
	(e) grant Liens on the assets of Mediacom Broadband LLC or any other Restricted Subsidiary in favor of the holders of the Notes; or
	(f) guarantee the Notes or any renewals or refinancings thereof

	(any of the actions described in clauses (a) through (f) above is referred to herein as a “Specified Action”), except for

	(i) such encumbrances or restrictions arising by reason of Acquired Indebtedness of any Restricted Subsidiary existing at the time such Person became a Restricted Subsidiary; provided that such encumbrances or restrictions were not created in anticipation of such Person becoming a Restricted Subsidiary and are not applicable to Mediacom Broadband LLC or any other Restricted Subsidiary,
	(ii) such encumbrances or restrictions arising under refinancing Indebtedness permitted by clause (g) of the second paragraph under “— Limitation on Indebtedness” above; provided that the terms and conditions of any such restrictions are no less favorable to the holders of Notes than those under the Indebtedness being refinanced,
	(iii) customary provisions restricting the assignment of any contract or interest of Mediacom Broadband LLC or any Restricted Subsidiary,
	(iv) restrictions contained in the Indenture or any other indenture governing debt securities that are no more restrictive than those contained in the Indenture, and
	(v) restrictions under the Subsidiary Credit Facility and under the Future Subsidiary Credit Facilities; provided that, in the case of any Future Subsidiary Credit Facility, Mediacom Broadband LLC

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shall have used commercially reasonable efforts to include in the agreements relating to such Future Subsidiary Credit Facility provisions concerning the encumbrance or restriction on the ability of any Restricted Subsidiary to take any Specified Action that are no more restrictive than those in effect in the Subsidiary Credit Facility on the date of the creation of the applicable restriction in such Future Subsidiary Credit Facility (“Comparable Restriction Provisions”); and provided, further, that if Mediacom Broadband LLC shall conclude in its sole discretion based on then prevailing market conditions that it is not in the best interest of Mediacom Broadband LLC and the Restricted Subsidiaries to comply with the foregoing proviso, the failure to include Comparable Restriction Provisions in the agreements relating to such Future Subsidiary Credit Facility shall not constitute a violation of the provisions of this covenant.

	Reports

	Merger or Sales of Assets

	(i) either (A) such Issuer shall be the continuing Person, or (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer), or to which any such transfer shall have been made, is a corporation, limited liability company or limited partnership organized and existing under the laws of the United States, any State thereof or the District of Columbia (provided that for so long as Mediacom Broadband LLC or any successor Person is a limited liability company or partnership there must be a co-issuer of the Notes that is a Wholly Owned Restricted Subsidiary of Mediacom Broadband LLC and that is a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia);
	(ii) the surviving Person (if other than such Issuer) expressly assumes by supplemental indenture all the obligations of such Issuer under the Notes and the Indenture;
	(iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
	(iv) immediately after giving effect to such transaction, the surviving Person would be able to Incur $1.00 of additional Indebtedness under the Debt to Operating Cash Flow Ratio of the first paragraph of “— Limitation on Indebtedness” above; and
	(v) Mediacom Broadband LLC shall have delivered to the Trustee prior to the proposed transaction an officers’ certificate and an opinion of counsel, each stating that the proposed consolidation, merger or transfer and such supplemental indenture will comply with the Indenture.

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	(i) either (A) such Guarantor shall be the continuing Person, or (B) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor), or to which any such transfer shall have been made, is a corporation, limited liability company or limited partnership organized and existing under the laws of the United States, any State thereof or the District of Columbia;
	(ii) the surviving Person (if other than such Guarantor) expressly assumes by supplemental indenture all the obligations of such Guarantor under its guarantee of the Notes and the Indenture;
	(iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and
	(iv) Mediacom Broadband LLC shall have delivered to the Trustee prior to the proposed transaction an officers’ certificate and an opinion of counsel, each stating that the proposed consolidation, merger or transfer and such supplemental indenture will comply with the Indenture.

	(1) 1.0% of the then outstanding principal amount of such Notes; and
	(2) the excess of:

	(a) the present value at such redemption date of (i) the redemption price of such Notes at October 15, 2010 (such redemption price being specified in the table appearing above under “— Optional Redemption”) plus (ii) all required interest payments due on such Notes through October 15, 2010 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over
	(b) the then outstanding principal amount of such Notes.

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	(i) any Equity Interest in any Restricted Subsidiary:
	(ii) any material license, franchise or other authorization of Mediacom Broadband LLC or any Restricted Subsidiary;
	(iii) any assets of Mediacom Broadband LLC or any Restricted Subsidiary which constitute substantially all of an operating unit, a division or a line of business of Mediacom Broadband LLC or any Restricted Subsidiary; or
	(iv) any other property or asset of Mediacom Broadband LLC or any Restricted Subsidiary outside of the ordinary course of business.

	(i) any transaction consummated in compliance with “Repurchase at the Option of Holders — Change of Control” above and “Covenants — Merger or Sales of Assets” above, and the creation of any Lien not prohibited under “Covenants — Limitation on Liens” above;
	(ii) the sale of property or equipment that has become worn out, obsolete or damaged or otherwise unsuitable for use in connection with the business of Mediacom Broadband LLC or any Restricted Subsidiary, as the case may be;
	(iii) any transaction consummated in compliance with “Covenants — Limitation on Restricted Payments” above; and
	(iv) Asset Swaps permitted pursuant to “Repurchase at the Option of Holders — Asset Sales” above.

	(i) cash received by Mediacom Broadband LLC or any of its Restricted Subsidiaries from such Asset Sale (including cash received as consideration for the assumption of liabilities incurred in connection with or in anticipation of such Asset Sale), after

	(a) provision for all income or other taxes measured by or resulting from such Asset Sale,
	(b) payment of all brokerage commissions, underwriting, legal, accounting and other fees and expenses related to such Asset Sale, and any relocation expenses incurred as a result thereof,
	(c) provision for minority interest holders in any Restricted Subsidiary as a result of such Asset Sale by such Restricted Subsidiary,
	(d) payment of amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale (including, without limitation, payments made to obtain or avoid the need for the consent of any holder of such Indebtedness), and
	(e) deduction of appropriate amounts to be provided by Mediacom Broadband LLC or such Restricted Subsidiary as a reserve, in accordance with generally accepted accounting principles consistently applied, against any liabilities associated with the assets sold or disposed of in such Asset

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	Sale and retained by Mediacom Broadband LLC or such Restricted Subsidiary after such Asset Sale, including, without limitation, pension and other post employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with the assets sold or disposed of in such Asset Sale; and

	(ii) promissory notes and other non-cash consideration received by Mediacom Broadband LLC or any Restricted Subsidiary from such Asset Sale or other disposition upon the liquidation or conversion of such notes or non-cash consideration into cash.

	(i) United States dollars;
	(ii) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than six months from the date of acquisition;
	(iii) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case with any lender party to the Subsidiary Credit Facility or any Future Subsidiary Credit Facility or with any domestic commercial bank having capital and surplus in excess of $500.0 million;

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	(iv) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (ii) and (iii) above entered into with any financial institution meeting the qualifications specified in clause (iii) above;
	(v) commercial paper having a rating of at least P-1 from Moody’s or a rating of at least A-1 from S&P; and
	(vi) money market mutual or similar funds having assets in excess of $100.0 million, at least 95% of the assets of which are comprised of assets specified in clauses (i) through (v) above.

	(i) the interest expense of Mediacom Broadband LLC and the Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied, including, without limitation, amortization of original issue discount on any Indebtedness and the interest portion of any deferred payment obligation and after taking into account the effect of elections made under any Hedging Agreements, however denominated, with respect to such Indebtedness;
	(ii) the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by Mediacom Broadband LLC and the Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied; and
	(iii) dividends and distributions in respect of Disqualified Equity Interests actually paid in cash by Mediacom Broadband LLC and the Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied.

	(i) all extraordinary, unusual or nonrecurring items of income or expense and of gains or losses and all gains and losses from the sale or other disposition of assets out of the ordinary course of business (net of taxes, fees and expenses relating to the transaction giving rise thereto) for such period;
	(ii) that portion of such net income (loss) derived from or in respect of Investments in Persons other than any Restricted Subsidiary, except to the extent actually received in cash by Mediacom Broadband LLC or any Restricted Subsidiary;
	(iii) the portion of such net income (loss) allocable to minority interests in unconsolidated Persons for such period, except to the extent actually received in cash by Mediacom Broadband LLC or any Restricted Subsidiary;

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	(iv) net income (loss) of any other Person combined with Mediacom Broadband LLC or any Restricted Subsidiary on a “pooling of interests” basis attributable to any period prior to the date of combination;
	(v) net income (loss) of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that net income (loss) is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or the holders of its Equity Interests;
	(vi) the cumulative effect of a change in accounting principles after the Existing Notes Issue Date;
	(vii) net income (loss) attributable to discontinued operations;
	(viii) management fees payable to Mediacom Communications and its Affiliates pursuant to management agreements with Mediacom Broadband LLC or its Subsidiaries accrued for such period that have not been paid during such period; and
	(ix) any other item of expense, other than “interest expense,” which appears on Mediacom Broadband LLC’s consolidated statement of income (loss) below the line item “Operating Income,” determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied.

	(i) was a member of the Executive Committee of Mediacom Broadband LLC on the date of the Indenture;
	(ii) was nominated for election or elected to the Executive Committee of Mediacom Broadband LLC with the affirmative vote of a majority of the Continuing Members who were members of the Executive Committee at the time of such nomination or election; or
	(iii) is a representative of, or was approved by, a Permitted Holder.

	(i) 80% or more of the outstanding Equity Interests of which (other than Equity Interests constituting directors’ qualifying shares to the extent mandated by applicable law) are owned by Mediacom Broadband LLC or by one or more Wholly Owned Restricted Subsidiaries or Controlled Subsidiaries or by Mediacom Broadband LLC and one or more Wholly Owned Restricted Subsidiaries or Controlled Subsidiaries;
	(ii) of which Mediacom Broadband LLC possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of Voting Equity Interests, by agreement or otherwise; and
	(iii) all of whose Indebtedness is Non-Recourse Indebtedness.

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	(i) $25.0 million; plus
	(ii) the aggregate Net Cash Proceeds received by Mediacom Broadband LLC or a Restricted Subsidiary from the issue or sale (other than to a Restricted Subsidiary) of Equity Interests in Mediacom Broadband LLC or a Restricted Subsidiary (other than Disqualified Equity Interests and other than Equity Interests issued in connection with the AT&T Acquisitions Contributions) on or after the Existing Notes Issue Date; plus
	(iii) the principal amount (or accreted amount (determined in accordance with generally accepted accounting principles), if less) of any Indebtedness, or the liquidation preference or redemption payment value of any Disqualified Equity Interests, of Mediacom Broadband LLC or any Restricted Subsidiary which has been converted into or exchanged for Equity Interests in Mediacom Broadband LLC or a Restricted Subsidiary (other than Disqualified Equity Interests and other than Equity Interests issued in connection with the AT&T Acquisitions Contributions) on or after the Existing Notes Issue Date; plus
	(iv) cumulative Operating Cash Flow from and after the Existing Notes Issue Date, to the end of the fiscal quarter immediately preceding the date of the proposed Restricted Payment, or, if cumulative Operating Cash Flow for such period is negative, minus the amount by which cumulative Operating Cash Flow is less than zero; plus
	(v) to the extent not already included in Operating Cash Flow, if any Investment constituting a Restricted Payment that was made after the Existing Notes Issue Date is sold or otherwise liquidated or repaid or any Unrestricted Subsidiary which was designated as an Unrestricted Subsidiary after the Existing Notes Issue Date is sold or otherwise liquidated, the fair market value of such Restricted Payment (less the cost of disposition, if any) on the date of such sale, liquidation or repayment, as determined in good faith by the Executive Committee, whose determination shall be conclusive and evidenced by a Committee Resolution; plus
	(vi) if any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, the value of the Restricted Payment that would result if such Subsidiary were redesignated as an Unrestricted Subsidiary at such time, determined in accordance with the provisions described under “Covenants — Designation of Unrestricted Subsidiaries” above.

	(I) any Person that is a Restricted Subsidiary on the Determination Date (or would become a Restricted Subsidiary on such Determination Date in connection with the transaction that requires the determination of such Operating Cash Flow) will be deemed to have been a Restricted Subsidiary at all times during such Measurement Period;
	(II) any Person that is not a Restricted Subsidiary on such Determination Date (or would cease to be a Restricted Subsidiary on such Determination Date in connection with the transaction that requires the determination of such Operating Cash Flow) will be deemed not to have been a Restricted Subsidiary at any time during such Measurement Period; and
	(III) if Mediacom Broadband LLC or any Restricted Subsidiary shall have in any manner (x) acquired (including, without limitation, through an Asset Acquisition or the commencement of activities constituting such operating business) or (y) disposed of (including by way of an Asset Sale or

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the termination or discontinuance of activities constituting such operating business) any operating business during such Measurement Period or after the end of such period and on or prior to such Determination Date, such calculation will be made on a pro forma basis in accordance with generally accepted accounting principles consistently applied as if, in the case of an Asset Acquisition or the commencement of activities constituting such operating business, all such transactions had been consummated on the first day of such Measurement Period, and, in the case of an Asset Sale or termination or discontinuance of activities constituting such operating business, all such transactions had been consummated prior to the first day of such Measurement Period.

	(i) so long as Mediacom Broadband LLC is a limited liability company, (x) while the Operating Agreement is in effect, the Executive Committee authorized there under, and (y) at any other time, the manager or board of managers of Mediacom Broadband LLC, or management committee, board of directors or similar governing body responsible for the management of the business and affairs of Mediacom Broadband LLC or any committee of such governing body;
	(ii) if Mediacom Broadband LLC were to be reorganized as a corporation, the board of directors of Mediacom Broadband LLC; and
	(iii) if Mediacom Broadband LLC were to be reorganized as a partnership, the board of directors of the corporate general partner of such partnership (or if such general partner is itself a partnership, the board of directors of such general partner’s corporate general partner).

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	(i) any Capitalized Lease Obligations;
	(ii) obligations secured by a lien to which any property or assets owned or held by such Person is subject, whether or not the obligation or obligations secured thereby shall have been assumed;
	(iii) guarantees of items of other Persons which would be included within this definition for such other Persons (whether or not such items would appear upon the balance sheet of the guarantor); and
	(iv) obligations of Mediacom Broadband LLC or any Restricted Subsidiary under any Hedging Agreement applicable to any of the foregoing (if and only to the extent any amount due in respect of such Hedging Agreement would appear as a liability upon a balance sheet of such Person prepared in accordance with generally accepted accounting principles consistently applied).

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	(i) Consolidated Income Tax Expense accrued for such period to the extent deducted in determining Consolidated Net Income for such period;
	(ii) Consolidated Interest Expense for such period to the extent deducted in determining Consolidated Net Income for such period; and
	(iii) depreciation, amortization and any other non-cash items for such period to the extent deducted in determining Consolidated Net Income for such period (other than any non-cash item (other than the management fees referred to in clause (viii) of the definition of “Consolidated Net Income”) which requires the accrual of, or a reserve for, cash charges for any future period) of Mediacom Broadband LLC and the Restricted Subsidiaries, including, without limitation, amortization of capitalized debt issuance costs for such period and any non-cash compensation expense realized from grants of equity instruments or other rights (including, without limitation, stock options, stock appreciation or other rights, restricted stock, restricted stock units, deferred stock and deferred stock units) to officers, directors and employees of such Person, all of the foregoing determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied, and de-creased by non-cash items to the extent they increase Consolidated Net Income (including the partial or entire reversal of reserves taken in prior periods) for such period.

(i) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business which secure payment of obligations that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and for which an appropriate reserve or provision shall have been made in accordance with generally accepted accounting principles consistently applied;

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	(ii) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and for which an appropriate reserve or provision shall have been made in accordance with generally accepted accounting principles consistently applied;
	(iii) easements, rights of way, and other restrictions on use of property or minor imperfections of title that in the aggregate are not material in amount and do not in any case materially detract from the property subject thereto or interfere with the ordinary conduct of the business of Mediacom Broadband LLC or its Subsidiaries;
	(iv) Liens related to Capitalized Lease Obligations, mortgage financings or purchase money obligations (including refinancings thereof), in each case Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of Mediacom Broadband LLC or any Restricted Subsidiary or a Related Business, provided that any such Lien encumbers only the asset or assets so financed, purchased, constructed or improved;
	(v) Liens resulting from the pledge by Mediacom Broadband LLC of Equity Interests in a Restricted Subsidiary in connection with the Subsidiary Credit Facility or a Future Subsidiary Credit Facility or in an Unrestricted Subsidiary in any circumstance, in each such case where recourse to Mediacom Broadband LLC is limited to the value of the Equity Interests so pledged;
	(vi) Liens resulting from the pledge by Mediacom Broadband LLC of intercompany indebtedness owed to Mediacom Broadband LLC in connection with the Subsidiary Credit Facility or a Future Subsidiary Credit Facility;
	(vii) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security;
	(viii) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds, deposits to secure the performance of bids, trade contracts, government contracts, leases or licenses or other obligations of a like nature incurred in the ordinary course of business (including, without limitation, landlord Liens on leased properties);
	(ix) leases or subleases granted to third Persons not interfering with the ordinary course of business of Mediacom Broadband LLC;
	(x) deposits made in the ordinary course of business to secure liability to insurance carriers;
	(xi) Liens securing reimbursement obligations with respect to letters of credit which encumber documents and other property relating to such letters of credit and the products and proceeds thereof;
	(xii) Liens on the assets of Mediacom Broadband LLC to secure hedging agreements with respect to Indebtedness permitted by the Indenture to be Incurred;
	(xiii) attachment or judgment Liens not giving rise to a Default or an Event of Default; and
	(xiv) any interest or title of a lessor under any capital lease or operating lease.

	(i) Rocco B. Commisso or his spouse or siblings, any of their lineal descendants and their spouses;
	(ii) any controlled Affiliate of any individual described in clause (i) above;
	(iii) in the event of the death or incompetence of any individual described in clause (i) above, such Person’s estate, executor, administrator, committee or other personal representative, in each case who at any particular date will beneficially own or have the right to acquire, directly or indirectly, Equity Interests in Mediacom Broadband LLC;

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	(iv) any trust or trusts created for the benefit of each Person described in this definition, including, without limitation, any trust for the benefit of the parents or siblings of any individual described in clause (i) above; or
	(v) any trust for the benefit of any such trust.

	(i) Cash Equivalents;
	(ii) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits;
	(iii) the extension of credit to vendors, suppliers and customers in the ordinary course of business;
	(iv) Investments existing as of the date of the Indenture, and any amendment, modification, extension or renewal thereof to the extent such amendment, modification, extension or renewal does not require Mediacom Broadband LLC or any Restricted Subsidiary to make any additional cash or non-cash payments or provide additional services in connection therewith;
	(v) Hedging Agreements;
	(vi) any Investment for which the sole consideration provided is Equity Interests (other than Disqualified Equity Interests) of Mediacom Broadband LLC;
	(vii) any Investment consisting of a guarantee permitted under clause (e) of the second paragraph of “Covenants — Limitation on Indebtedness” above;
	(viii) Investments in Mediacom Broadband LLC, in any Wholly Owned Restricted Subsidiary or in any Controlled Subsidiary or any Person that, as a result of or in connection with such Investment, becomes a Wholly Owned Restricted Subsidiary or a Controlled Subsidiary or is merged with or into or consolidated with Mediacom Broadband LLC or a Wholly Owned Restricted Subsidiary or a Controlled Subsidiary;
	(ix) loans and advances to officers, directors and employees of Mediacom Communications, Mediacom Broadband LLC and the Restricted Subsidiaries for business-related travel expenses, moving expenses and other similar expenses in each case incurred in the ordinary course of business;
	(x) any acquisition of assets solely in exchange for the issuance of Equity Interests (other than Disqualified Equity Interests) of Mediacom Broadband LLC;
	(xi) Related Business Investments; and
	(xii) other Investments made pursuant to this clause (xii) at any time, and from time to time, after the date of the Indenture, in addition to any Permitted Investments described in clauses (i) through (xi) above, in an aggregate amount at any one time outstanding not to exceed $25.0 million.

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	(i) any Investment related to the business of Mediacom Broadband LLC and its Restricted Subsidiaries as conducted on the date of the Indenture and as such business may thereafter evolve in the fields of Related Businesses;
	(ii) any Investment in any other Person (including, without limitation, any Affiliate of Mediacom Broadband LLC) primarily engaged in a Related Business; and
	(iii) any customary deposits or earnest money payments made by Mediacom Broadband LLC or any Restricted Subsidiary in connection with or in contemplation of the acquisition of a Related Business.

	(i) any dividend (whether made in cash, property or securities) on or with respect to any Equity Interests in Mediacom Broadband LLC or of any Restricted Subsidiary (other than with respect to Disqualified Equity Interests and other than any dividend made to Mediacom Broadband LLC or another Restricted Subsidiary or any dividend payable in Equity Interests (other than Disqualified Equity Interests) in Mediacom Broadband LLC or any Restricted Subsidiary);
	(ii) any distribution (whether made in cash, property or securities) on or with respect to any Equity Interests in Mediacom Broadband LLC or of any Restricted Subsidiary (other than with respect to Disqualified Equity Interests and other than any distribution made to Mediacom Broadband LLC or another Restricted Subsidiary or any distribution payable in Equity Interests (other than Disqualified Equity Interests) in Mediacom Broadband LLC or any Restricted Subsidiary);
	(iii) any redemption, repurchase, retirement or other direct or indirect acquisition of any Equity Interests in Mediacom Broadband LLC (other than Disqualified Equity Interests), or any warrants, rights or options to purchase or acquire any such Equity interests or any securities exchangeable for or convertible into any such Equity Interests;
	(iv) any redemption, repurchase, retirement or other direct or indirect acquisition for value or other payment of principal, prior to any scheduled final maturity scheduled repayment or scheduled sinking fund payment, of any Subordinated Obligations; or
	(v) any Investment other than a Permitted Investment.

	(A) total assets which, as of the date of Mediacom Broadband LLC’s most recent quarterly consolidated balance sheet, constituted at least 10% of Mediacom Broadband LLC’s total assets on a consolidated basis as of such date;
	(B) revenues for the three-month period ending on the date of Mediacom Broadband LLC’s most recent quarterly consolidated statement of income which constituted at least 10% of Mediacom Broadband LLC’s total revenues on a consolidated basis for such period; or

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	(C) Subsidiary Operating Cash Flow for the three-month period ending on the date of Mediacom Broadband LLC’s most recent quarterly consolidated statement of income which constituted at least 10% of Mediacom Broadband LLC’s total Operating Cash Flow on a consolidated basis for such period.

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	(a) providing for a successor or successors to the Issuers;
	(b) adding guarantees;
	(c) releasing Guarantors when permitted by the Indenture;
	(d) providing for security for the Notes;
	(e) adding to the covenants of the Issuers;
	(f) surrendering any right or power conferred upon the Issuers;
	(g) providing for uncertificated Notes in addition to or in place of certificated Notes;

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	(h) making any change that does not adversely affect the rights of any Noteholder; and
	(i) complying with any requirement of the Trust Indenture Act or curing certain ambiguities, defects or inconsistencies.

	(i) change or extend the fixed maturity of any Notes, reduce the rate or extend the time of payment of interest or Additional Interest thereon, reduce the principal amount thereof or premium, if any, thereon or change the currency in which the Notes are payable;
	(ii) reduce the premium payable upon any redemption of Notes in accordance with the optional redemption provisions of the Notes or change the time before which no such redemption may be made;
	(iii) waive a default in the payment of principal or interest or Additional Interest on the Notes (except that holders of a majority in aggregate principal amount of the Notes at the time outstanding may (a) rescind an acceleration of the Notes that resulted from a non-payment default and (b) waive the payment default that resulted from such acceleration) or alter the rights of holders of the Notes to waive defaults;
	(iv) adversely affect the ranking of the Notes or the guarantees, if any; or
	(v) reduce the percentage of Notes, the consent of the holders of which is required for any such modification.

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	•	a holder will not recognize gain or loss upon receipt of an exchange note;
	•	the holding period of an exchange note will include the holding period of the initial note exchanged therefor; and
	•	the adjusted tax basis of an exchange note will be the same as the adjusted tax basis of the initial note exchanged.

	Payments of interest

	Sale, exchange or retirement of exchange notes

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	Payments of interest

	Sale, exchange or retirement of exchange notes

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	•	file an exchange offer registration statement on or before February 27, 2006 with the Securities and Exchange Commission with respect to the exchange offer for the initial notes; and
	•	use our best efforts to have the registration statement declared effective under the Securities Act by June 26, 2006.

	•	will not be able to rely on these interpretations of the staff of the Securities and Exchange Commission;
	•	will not be able to tender its initial notes in the exchange offer; and
	•	must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the initial notes, unless such sale or transfer is made pursuant to an exemption from such requirements.

	•	the exchange notes received by the holder are acquired in the ordinary course of business;
	•	the holder has no arrangement or understanding with any person to participate in the distribution of the initial notes or the exchange notes; and
	•	the holder is not an “affiliate” of ours within the meaning of Rule 405 under the Securities Act.

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	•	we have not filed an exchange offer registration statement (or, if applicable, the resale registration discussed below under “— Shelf Registration Statement”) on or before February 27, 2006 (or, if we are otherwise required to file a registration statement relating to the resale registration, we do not so file such registration statement within the time period provided for in the registration rights agreement); or
	•	such registration statement has not become effective by June 26, 2006 (or, in the case of any such registration statement relating to the resale registration, we do not so file such registration statement within 120 days following the date such registration statement was required to be filed); or
	•	the Exchange Offer has not been consummated by August 30, 2006; or
	•	any registration statement required by the registration rights agreement is filed and declared effective but shall thereafter cease to be effective (except as specifically permitted therein) without being succeeded immediately by an additional registration statement filed and declared effective

	•	due to any change of law or applicable interpretations by the Securities and Exchange Commission’s staff, we determine upon advice of our outside counsel that we are not permitted to effect the exchange offer;
	•	for any other reason the exchange offer is not consummated by August 25, 2006;
	•	an initial purchaser so requests with respect to initial notes that are not eligible to be exchanged for exchange notes in this exchange offer and that are held by such initial purchaser following consummation of this exchange offer;
	•	any holder of initial notes, other than an initial purchaser, is not eligible to participate in this exchange offer; or
	•	any initial purchaser does not receive freely tradable exchange notes in exchange for initial notes constituting any portion of an unsold allotment,

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then we will as promptly as practicable, but in no event more than 180 days after so required or requested, file with the Commission a shelf registration statement relating to all such initial notes. We will use our best efforts to cause the shelf registration statement to be declared effective by the Commission and keep the shelf registration statement continuously effective, supplemented and amended for a period of two years from the date the initial notes or exchange notes exchanged privately, as applicable, have been sold.

	•	to delay acceptance of any initial notes, to extend the exchange offer or to terminate the exchange offer and not permit acceptance of initial notes not previously accepted if any of the conditions described below under “— Conditions to the Exchange Offer” have occurred and have not been waived by us, if permitted to be waived, by giving oral or written notice of the delay, extension or termination to the exchange agent; or
	•	to amend the terms of the exchange offer in any manner.

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Regular Delivery Procedure:		Complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal. Have the signatures on the letter of transmittal guaranteed if required by the letter of transmittal. Mail or otherwise deliver the completed letter of transmittal or the facsimile, together with the certificates representing your initial notes being tendered and any other required documents, to the exchange agent so that the exchange agent receives such documents and initial notes on or before 5:00 p.m., New York City time, on the expiration date.
Book-Entry Delivery Procedure:		Send a timely confirmation of a book-entry transfer of your initial notes, if this procedure is available, into the exchange agent’s account at The Depository Trust Company (“DTC”) as contemplated by the procedures for book-entry transfer described below under “— Book- Entry Delivery Procedure,” for receipt in such account on or before 5:00 p.m., New York City time, on the expiration date.
Guaranteed Delivery Procedure:		If time will not permit you to complete your tender by using the procedures described above before the expiration date, comply with the guaranteed delivery procedures described below under “— Guaranteed Delivery Procedure.”

	•	a bank;
	•	a broker, dealer, municipal securities broker or dealer or government securities broker or dealer;
	•	a credit union;
	•	a national securities exchange, registered securities association or clearing agency; or
	•	certain savings associations.

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	•	by a registered holder, or by a participant in DTC in the case of book-entry transfers, whose name appears on a security position listing as the owner, who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal and only if the exchange notes are being issued directly to this registered holder, or deposited into this participant’s account at DTC in the case of book-entry transfers; or
	•	for the account of an eligible institution.

	•	the recordholder(s) of the initial notes tendered: The signature must correspond with the name(s) written on the face of the initial notes without alteration, enlargement or any change whatsoever;
	•	a participant in DTC: The signature must correspond with the name as it appears on the security position listing as the holder of the initial notes;
	•	a person other than the registered holder of any initial notes: These initial notes must be endorsed or accompanied by bond powers and a proxy that authorize this person to tender the initial notes on behalf of the registered holder, in satisfactory form to us as determined in our sole discretion, in each case, as the name of the registered holder or holders appears on the initial notes;
	•	trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity: These persons should so indicate such capacities when signing. Unless waived by us, evidence satisfactory to us of their authority to so act must also be submitted with the letter of transmittal.

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	•	you tender through an eligible institution;
	•	on or before the expiration date the exchange agent receives from the holder and the eligible institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, with your name and address as holder of the initial notes, the certificate numbers of the initial notes and the principal amount of initial notes tendered, stating that the tender is being made pursuant to the notice of guaranteed delivery and guaranteeing that within three New York Stock Exchange trading days after the expiration date a properly completed and duly executed letter of transmittal (or facsimile thereof) and the certificates for all the initial notes tendered, in proper form for transfer, or a book-entry confirmation with an agent’s message (or letter of transmittal (or facsimile thereof)), as the case may be, and the letter of transmittal and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and
	•	a properly completed and duly executed letter of transmittal (or facsimile thereof) and the certificates for all your tendered initial notes in proper form for transfer, or a book-entry confirmation with an agent’s message (or letter of transmittal (or facsimile thereof)), as the case may be, and all other documents required by the letter of transmittal are received by the exchange agent within three New York Stock Exchange trading days after the expiration date.

	•	your duly signed letter of transmittal accompanied by your initial notes;
	•	a timely confirmation of a book-entry transfer of these notes into the exchange agent’s account at DTC with an agent’s message (or a letter of transmittal (or facsimile thereof)); or
	•	a notice of guaranteed delivery from an eligible institution.

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	•	purchase or make offers for any initial notes that remain outstanding after the expiration date, or, as described below under “— Expiration Date; Extensions; Amendments; Termination,” to terminate the exchange offer as provided by the terms of our registration rights agreement; and
	•	purchase initial notes in the open market, in privately negotiated transactions or otherwise, to the extent permitted by applicable law.

	•	specify the name of the person having tendered the initial notes to be withdrawn;
	•	identify the initial notes to be withdrawn, including, if applicable, the registration number or numbers and the total principal amount of these notes;
	•	be signed by the person having tendered the initial notes to be withdrawn in the same manner as the original signature on the letter of transmittal by which these initial notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to permit the trustee for the initial notes to register the transfer of these notes into the name of the person having made the original tender and withdrawing the tender; and
	•	state that you are withdrawing your tender of initial notes.

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	•	the exchange offer violates applicable law or any interpretation of the staff of the Securities and Exchange Commission;
	•	any required governmental approval has not been obtained; or
	•	a court or any governmental authority has issued an injunction, order or decree that would prevent or impair our ability to proceed with the exchange offer.

	•	refuse to accept any initial notes and return any initial notes that have been tendered to their holders;
	•	extend the exchange offer and retain all initial notes tendered before the expiration date, allowing, however, the holders of tendered initial notes to exercise their rights to withdraw their tendered initial notes; or
	•	waive any termination event with respect to the exchange offer and accept all properly tendered initial notes that have not been withdrawn or otherwise amend the terms of the exchange offer in any respect as provided above under “— Expiration Date; Extensions; Amendments; Termination.”

	Deutsche Bank Trust Company Americas
	60 Wall Street
	27th Floor
	NYC60-2710
	New York, NY 10005
	Attention: Trust and Securities Services
	Telephone: (800) 735-7777
	Fax Number: (615) 835-3701

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	•	certificates representing exchange notes or initial notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the initial notes tendered; or
	•	tendered initial notes are registered in the name of any person other than the person signing the letter of transmittal; or
	•	a transfer tax is imposed for any reason other than the exchange of initial notes under the exchange offer.

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	•	receiving payment on the notes;
	•	receiving notices; and
	•	for all other purposes under the Indenture and the notes.

	•	limited-purpose trust company organized under the New York Banking Law;
	•	a banking organization within the meaning of the New York Banking Law;
	•	a member of the U.S. Federal Reserve System;
	•	a clearing corporation within the meaning of the New York Uniform Commercial Code; and
	•	a clearing agency registered under the provisions of Section 17A of the Securities Exchange Act.

	•	DTC notifies us that it is unwilling or unable to continue as depository or if DTC ceases to be a registered clearing agency, and a successor depository is not appointed by us within 90 days;
	•	we determine not to require all of the notes to be represented by a global security and notifies the trustee of their decision; or

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	•	an event of default or an event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default relating to the notes represented by the global security has occurred and is continuing.

	•	certificated notes will be issued only in fully registered form in denominations of $1,000 or integral multiples of $1,000;
	•	payment of principal, premium, if any, and interest on the certificated notes will be payable, and the transfer of the certificated notes will be registrable, at the office or agency we maintain for these purposes; and
	•	no service charge will be made for any issuance of the certificated notes, although the issuers may require payment of a sum sufficient to cover any tax or governmental charge imposed in connection with the issuance.

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	•	all quarterly and annual financial information that would be required to be contained in such a filing with the Commission on Forms 10-Q and 10-K if we were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, regarding a discussion of the annual information only, a report thereon by our certified independent public accountants; and
	•	all reports that would be required to be filed with the Commission on Form 8-K if we were required to file such reports.

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Mediacom Broadband LLC
Report of Independent Registered Public Accounting Firm			F-2
Balance Sheet as of December 31, 2004 and 2003			F-3
Consolidated Statements of Operations for the Years Ended December 31, 2004, 2003 and 2002			F-4
Consolidated Statements of Changes in Member’s Equity for the Years Ended December 31, 2004, 2003 and 2002			F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2004, 2003 and 2002			F-6
Notes to Consolidated Financial Statements			F-7
Financial Statements Schedule: Schedule II — Valuation and Qualifying Accounts			F-20
Consolidated Balance Sheets as of September 30, 2005 (unaudited) and December 31, 2004			F-21
Consolidated Statements of Operations (unaudited) for the Nine Months Ended September 30, 2005 and 2004			F-22
Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2005 and 2004			F-24
Notes to Consolidated Financial Statements (unaudited)			F-25

F-1

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	/s/ PricewaterhouseCoopers LLP

F-2

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				December 31,
				2004				2003
				(All dollar amounts in
				thousands)
ASSETS
CURRENT ASSETS
	Cash and cash equivalents			$	9,130			$	9,379
	Subscriber accounts receivable, net of allowance for doubtful accounts of $2,803 and $2,455, respectively				31,287				34,522
	Prepaid expenses and other assets				2,787				9,278
		Total current assets			43,204				53,179
Investment in cable television systems:
	Property, plant and equipment, net of accumulated depreciation of $306,894 and $204,305, respectively				723,248				743,120
	Intangible assets, net of accumulated amortization of $55,934 and $53,377, respectively				1,471,884				1,473,854
		Total investment in cable television systems			2,195,132				2,216,974
Other assets, net of accumulated amortization of $7,026 and $5,176, respectively					19,909				17,631
		Total assets		$	2,258,245			$	2,287,784
LIABILITIES AND MEMBER’S EQUITY
CURRENT LIABILITIES
	Accrued liabilities			$	115,379			$	148,969
	Deferred revenue				20,831				20,202
	Current portion of long-term debt				36,316				9,771
		Total current liabilities			172,526				178,942
Long-term debt, less current portion					1,327,639				1,344,897
Other non-current liabilities					12,923				24,929
		Total liabilities			1,513,088				1,548,768
PREFERRED MEMBERS’ INTEREST					150,000				150,000
MEMBER’S EQUITY
	Capital contributions				725,000				725,000
	Accumulated deficit				(129,843	)			(135,984	)
		Total member’s equity			595,157				589,016
		Total liabilities, preferred members’ interests and member’s equity		$	2,258,245			$	2,287,784

F-3

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			Years Ended December 31,
			2004				2003				2002
			(All dollar amounts in thousands)
Revenues			$	585,039			$	552,342			$	512,792
Costs and expenses:
	Service costs (exclusive of depreciation and amortization of $107,592, $113,007 and $123,704, respectively, shown separately below)			225,764				215,310				207,053
	Selling, general and administrative expenses			126,575				118,918				105,407
	Management fee expense			10,585				9,322				6,967
	Depreciation and amortization			107,592				113,007				123,704
Operating income				114,523				95,785				69,661
Interest expense, net				(86,125	)			(82,536	)			(76,790	)
Gain (loss) on derivatives, net				10,929				2,807				(15,049	)
Other expense				(4,475	)			(5,974	)			(5,066	)
Net income (loss)			$	34,852			$	10,082			$	(27,244	)

F-4

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		Capital				Accumulated
		Contributions				Deficit				Total
		(All dollar amounts in thousands)
Balance, December 31, 2001		$	725,000			$	(58,706	)		$	666,294
Net loss			—				(27,244	)			(27,244	)
Dividend payments to related party on Preferred Members Interest			—				(18,000	)			(18,000	)
Dividend payments to MCC			—				(10,528	)			(10,528	)
Balance, December 31, 2002		$	725,000			$	(114,478	)		$	610,522
Net income			—				10,082				10,082
Dividend payments to related party on Preferred Members Interest			—				(18,000	)			(18,000	)
Dividend payments to MCC			—				(13,588	)			(13,588	)
Balance, December 31, 2003		$	725,000			$	(135,984	)		$	589,016
Net income			—				34,852				34,852
Dividend payments to related party on Preferred Members Interest			—				(18,000	)			(18,000	)
Dividend payments to MCC			—				(10,711	)			(10,711	)
Balance, December 31, 2004		$	725,000			$	(129,843	)		$	595,157

F-5

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					Years Ended December 31,
					2004				2003				2002
					(All dollar amounts in thousands)
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
	Net income (loss)				$	34,852			$	10,082			$	(27,244	)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Depreciation and amortization					107,592				113,007				123,704
	(Gain) loss on derivatives, net					(10,929	)			(2,807	)			15,049
	Amortization of deferred financing costs					2,099				2,365				2,248
	Changes in assets and liabilities, net of effects from acquisitions:
		Subscriber accounts receivable, net				3,235				927				(9,521	)
		Prepaid expenses and other assets				6,491				(955	)			(1,723	)
		Accounts payable and accrued expenses				(33,590	)			(29,134	)			18,627
		Deferred revenue				629				1,831				2,369
		Other non-current liabilities				(4,075	)			1,311				1,550
			Net cash flows provided by operating activities			106,304				96,627				125,059
CASH FLOWS USED IN INVESTING ACTIVITIES:
	Capital expenditures					(83,656	)			(118,039	)			(234,832	)
	Acquisitions of cable television systems					—				(5,047	)			—
	Proceeds from sale of cable television systems					—				11,989				—
	Other investing activities					(1,738	)			(5,516	)			(4,478	)
			Net cash flows used in investing activities			(85,394	)			(116,613	)			(239,310	)
CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES:
	New borrowings					126,750				144,554				183,000
	Repayment of debt					(117,463	)			(93,659	)			(85,000	)
	Dividend payments on preferred members’ interests					(18,000	)			(18,000	)			(18,000	)
	Dividend payment to parent					(10,711	)			(13,588	)			(10,528	)
	Financing costs					(1,735	)			(249	)			(492	)
			Net cash flows (used in) provided by financing activities			(21,159	)			19,058				68,980
			Net decrease in cash and cash equivalents			(249	)			(928	)			(45,271	)
CASH AND CASH EQUIVALENTS, beginning of period						9,379				10,307				55,578
CASH AND CASH EQUIVALENTS, end of period					$	9,130			$	9,379			$	10,307
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
	Cash paid during the period for interest, net of amounts capitalized				$	86,388			$	83,673			$	81,015
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
	Capital expenditures financed through capital leases				$	—			$	5,773			$	—

F-6

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Table of Contents

(1)	Organization

(2)	Summary of Significant Accounting Policies

	Basis of Preparation of Consolidated Financial Statements

	Change in Estimate

	Revenue Recognition

F-7

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Table of Contents

	Allowance for Doubtful Accounts

	Cash and Cash Equivalents

	Concentration of Credit Risk

	Property, Plant and Equipment

Buildings			40 years
Leasehold improvements			Life of respective lease
Cable systems and equipment and subscriber devices			4 to 20 years
Vehicles			5 years
Furniture, fixtures and office equipment			5 years

	Capitalized Software Costs

F-8

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Table of Contents

	Intangible Assets

	Other Assets

	Segment Reporting

	Accounting for Derivative Instruments

F-9

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Table of Contents

	Accounting for Asset Retirement

	Accounting for Long-Lived Assets

	Comprehensive Income/ Loss

	Income Taxes

	Reclassifications

	Recent Accounting Pronouncements

F-10

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Table of Contents

F-11

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Table of Contents

(3)	Property, Plant and Equipment

		2004				2003
Land and land improvements		$	4,577			$	4,518
Buildings and leasehold improvements			24,026				22,941
Cable systems, equipment and subscriber devices			959,096				878,600
Vehicles			31,662				33,491
Furniture, fixtures and office equipment			10,781				7,875
			1,030,142				947,425
Accumulated depreciation			(306,894	)			(204,305	)
Property, plant and equipment, net		$	723,248			$	743,120

(4)	Intangible Assets

F-12

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		Gross Asset				Accumulated				Net Asset
2004		Value				Amortization				Value
Franchise costs		$	1,290,113			$	38,752			$	1,251,361
Goodwill			204,582				—				204,582
Subscriber lists			33,123				17,182				15,941
		$	1,527,818			$	55,934			$	1,471,884

		Gross Asset				Accumulated				Net Asset
2003		Value				Amortization				Value
Franchise costs		$	1,289,526			$	38,752			$	1,250,774
Goodwill			204,582				—				204,582
Subscriber lists			33,123				14,625				18,498
		$	1,527,231			$	53,377			$	1,473,854

(5)	Accounts Payable and Accrued Expenses

		December 31,				December 31,
		2004				2003
Accrued interest		$	24,342			$	24,012
Accrued payroll and benefits			10,477				10,588
Accrued programming costs			36,356				63,152
Accrued property, plant and equipment			5,822				12,899
Accrued taxes and fees			12,804				16,303
Accrued telecommunications			9,160				8,214
Other accrued expenses			16,418				13,801
		$	115,379			$	148,969

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(6)	Debt

		2004				2003
Bank credit facilities		$	960,500			$	950,000
11% senior notes			400,000				400,000
Capital lease obligations			3,455				4,668
		$	1,363,955			$	1,354,668
Less: Current portion			36,316				9,771
Total long-term debt		$	1,327,639			$	1,344,897

	Bank Credit Facility

F-14

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Table of Contents

	Senior Notes

	Fair Value and Debt Maturities

F-15

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Table of Contents

2005		$	36,316
2006			43,857
2007			65,740
2008			65,042
2009			208,500
Thereafter			944,500
		$	1,363,955

(7)	Preferred Members’ Interests

(8)	Member’s Equity

(9)	Related Party Transactions

(10)	Employee Benefit Plans

F-16

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(11)	MCC Stock Options and Employee Stock Purchase Program

						Weighted
						Average
		Shares				Exercise Price
Outstanding at December 31, 2001			—				—
Granted			496,785			$	11.96
Exercised			—				—
Forfeited			(48,486	)			11.96
Outstanding at December 31, 2002			448,299			$	11.96
Granted			112,000				6.96
Exercised			—				—
Forfeited			(22,330	)			11.48
Outstanding at December 31, 2003			537,969			$	10.94
Granted			2,000				8.82
Exercised			—				—
Forfeited			(34,954	)			10.90
Outstanding at December 31, 2004			505,015			$	10.93

Options Outstanding

Options Exercisable

Number

Weighted

Number

Outstanding at

Average

Weighted

Exercisable at

Weighted

December 31,

Remaining

Average

December 31,

Average

Range of Exercise Prices

2004

Contractual Life

Exercise Price

2004

Exercise Price

$6.94 to $11.96

505,015

7.57 years

$

10.89

185,126

$

11.24

F-17

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		2004				2003				2002
Net income (loss), as reported		$	34,852			$	10,082			$	(27,244	)
Deduct: Total stock based compensation expense determined under fair value based method of all awards			(821	)			(723	)			(657	)
Pro forma net income (loss)		$	34,031			$	9,359			$	(27,901	)

(12)	Commitments and Contingencies

2005		$	1,728
2006			651
2007			486
2008			307
2009			234
Thereafter			433
		$	3,839

F-18

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	Legal Proceedings

(13)	Subsequent Event

F-19

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							Additions								Deductions
			Balance at				Charged to				Charged to				Charged to				Charged to				Balance at
			Beginning of				Costs and				Other				Costs and				Other				End of
			Period				Expenses				Accounts				Expenses				Accounts				Period
			(All dollar amounts in thousands)
December 31, 2002
Allowance for doubtful accounts
	Current receivables		$	2,148			$	6,909			$	—			$	6,374			$	—			$	2,683
Acquisition reserves(1)
	Accrued expenses		$	36,579			$	—			$	300			$	4,613			$	31,966			$	300
December 31, 2003
Allowance for doubtful accounts
	Current receivables		$	2,683			$	4,534			$	—			$	4,762			$	—			$	2,455
Acquisition reserves
	Accrued expenses		$	300			$	—			$	—			$	—			$	—			$	300
December 31, 2004
Allowance for doubtful accounts
	Current receivables		$	2,455			$	1,323			$	347			$	1,322			$	—			$	2,803
Acquisition reserves
	Accrued expenses		$	300			$	—			$	—			$	—			$	—			$	300

(1)	Additions were charged in connection with purchase accounting.

F-20

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				September 30,				December 31,
				2005				2004
				(All dollar amounts in
				thousands)
				(Unaudited)
ASSETS
CURRENT ASSETS
	Cash and cash equivalents			$	6,596			$	9,130
	Subscriber accounts receivable, net of allowance for doubtful accounts of $2,237 and $2,803, respectively				33,021				31,287
	Prepaid expenses and other assets				18,810				2,787
		Total current assets			58,427				43,204
Investment in cable television systems:
	Property, plant and equipment, net of accumulated depreciation of $387,945 and $306,894, respectively				724,089				723,248
	Franchise cost, net of accumulated amortization of $38,752 and $38,752, respectively				1,251,361				1,251,361
	Goodwill				204,582				204,582
	Subscriber lists, net of accumulated of $18,734 and $17,182, respectively				14,389				15,941
		Total investment in cable television systems			2,194,421				2,195,132
Other assets, net of accumulated amortization of $8,756 and $7,026, respectively					28,052				19,909
		Total assets		$	2,280,900			$	2,258,245
LIABILITIES AND MEMBERS’ DEFICIT
CURRENT LIABILITIES
	Accrued liabilities			$	108,077			$	115,379
	Deferred revenue				21,880				20,831
	Current portion of long-term debt				41,972				36,316
		Total current liabilities			171,929				172,526
Long-term debt, less current portion					1,369,489				1,327,639
Other non-current liabilities					9,355				12,923
		Total liabilities			1,550,773				1,513,088
PREFERRED MEMBERS’ INTEREST					150,000				150,000
MEMBERS’ EQUITY
	Capital contributions				725,000				725,000
	Accumulated deficit				(144,873	)			(129,843	)
		Total members’ equity			580,127				595,157
		Total liabilities, preferred members’ interest and members’ equity		$	2,280,900			$	2,258,245

F-21

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Table of Contents

			Three Months Ended
			September 30,
			2005				2004
			(All dollar amounts in
			thousands)
			(Unaudited)
Revenues			$	152,685			$	144,977
Costs and expenses:
	Service costs (exclusive of depreciation and amortization of $28,488 and $26,957, respectively, shown separately below)			60,204				55,411
	Selling, general and administrative expenses			34,115				32,850
	Management fee expense			3,002				2,798
	Depreciation and amortization			28,488				26,957
Operating income				26,876				26,961
Interest expense, net				(24,628	)			(21,875	)
Gain (loss) on derivatives, net				2,156				(2,146	)
Other expense				(857	)			(1,319	)
Net income				3,547				1,621
Dividend to preferred members				4,500				4,500
Net loss available to members			$	(953	)		$	(2,879	)

F-22

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			Nine Months Ended
			September 30,
			2005				2004
			(All dollar amounts in
			thousands)
			(Unaudited)
Revenues			$	455,725			$	436,101
Costs and expenses:
	Service costs (exclusive of depreciation and amortization of $85,575 and $80,300, respectively, shown separately below)			177,283				165,458
	Selling, general and administrative expenses			101,863				96,489
	Management fee expense			8,981				8,206
	Depreciation and amortization			85,575				80,300
Operating income				82,023				85,648
Interest expense, net				(71,481	)			(64,223	)
Gain on derivatives, net				6,217				6,700
Other expense				(2,898	)			(3,560	)
Net income				13,861				24,565
Dividend to preferred members				13,500				13,500
Net income available to members			$	361			$	11,065

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						Nine Months Ended
						September 30,
						2005				2004
						(All dollar amounts in
						thousands)
						(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income					$	13,861			$	24,565
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization					85,575				80,300
		Gain on derivatives, net					(6,217	)			(6,700	)
		Amortization of deferred financing costs					1,729				1,610
		Amortization of deferred compensation					154				—
		Changes in assets and liabilities, net of effects from acquisitions:
			Subscriber accounts receivable, net				(1,734	)			1,906
			Prepaid expenses and other assets				(16,715	)			7,126
			Accrued liabilities				(6,831	)			(43,189	)
			Deferred revenue				1,049				246
			Other non-current liabilities				(931	)			(1,925	)
				Net cash flows provided by operating activities			69,940				63,939
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures						(84,758	)			(61,558	)
	Other investment activities						—				(628	)
				Net cash flows used in investing activities			(84,758	)			(62,186	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	New borrowings						285,750				116,000
	Repayment of debt						(438,245	)			(110,134	)
	Issuance of senior notes						200,000				—
	Financing costs						(6,330	)			—
	Dividend payment on preferred members’ interest						(13,500	)			(13,500	)
	Dividend payment to parent						(15,391	)			—
				Net cash flows provided by (used in) financing activities			12,284				(7,634	)
				Net (decrease) increase in cash and cash equivalents			(2,534	)			(5,881	)
CASH AND CASH EQUIVALENTS, beginning of period							9,130				9,379
CASH AND CASH EQUIVALENTS, end of period						$	6,596			$	3,498
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
	Cash paid during the period for interest, net of amounts capitalized					$	81,420			$	75,794

F-24

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(1)	Organization

(2)	Statement of Accounting Presentation and Other Information

	Basis of Preparation of Unaudited Consolidated Financial Statements

	Revenue Recognition

	Allowance for Doubtful Accounts

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	Programming Costs

	Property, Plant and Equipment

Buildings		40 years
Leasehold improvements		Life of respective lease
Cable systems and equipment and subscriber devices		4 to 20 years
Vehicles		5 years
Furniture, fixtures and office equipment		5 years

	Long-Lived Assets

F-26

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	Intangible Assets

	Derivative Instruments

	Income Taxes

F-27

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	Comprehensive Income

	Reclassifications

(3)	Recent Accounting Pronouncements

F-28

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(4)	Property, Plant and Equipment

		September 30,				December 31,
		2005				2004
Land and land improvements		$	4,567			$	4,577
Buildings and leasehold improvements			24,343				24,026
Cable systems, equipment and subscriber devices			1,036,895				959,096
Vehicles			33,861				31,662
Furniture, fixtures and office equipment			12,368				10,781
			1,112,034				1,030,142
Accumulated depreciation			(387,945	)			(306,894	)
Property, plant and equipment, net		$	724,089			$	723,248

(5)	Intangible Assets

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(6)	Accrued Liabilities

		September 30,				December 31,
		2005				2004
Accrued interest		$	13,765			$	24,342
Accrued payroll and benefits			13,128				10,477
Accrued programming costs			35,815				36,356
Accrued property, plant and equipment			7,394				5,822
Accrued taxes and fees			11,965				12,804
Accrued telecommunications			8,794				9,160
Other accrued expenses			17,216				16,418
		$	108,077			$	115,379

(7)	Debt

		September 30,				December 31,
		2005				2004
Bank credit facilities		$	809,000			$	960,500
11% senior notes			400,000				400,000
81/2% senior notes			200,000				—
Capital lease obligations			2,461				3,455
		$	1,411,461			$	1,363,955
Less: current portion			41,972				36,316
Total long-term debt		$	1,369,489			$	1,327,639

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(8)	Stock-Based Compensation

F-31

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			Three Months								Nine Months
			Ended								Ended
			September 30,								September 30,
			2005				2004				2005				2004
Net income as reported			$	3,547			$	1,621			$	13,861			$	24,565
	Add: Total stock-based compensation expense included in net income as reported above			64				—				154				—
	Deduct: Total stock-based compensation expense determined under fair value based method for all awards			(314	)			(143	)			(791	)			(795	)
Pro forma net income			$	3,297			$	1,478			$	13,224			$	23,770

(9)	Related Party Transactions

(10)	Legal Proceedings

(11)	Subsequent Event

F-32

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