##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 
 Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 For the quarterly period ended June 30, 2007
 Commission File Numbers:
    
    333-57285-01333-57285
 Mediacom LLC
Mediacom Capital Corporation*
 (Exact names of Registrants as specified in their charters)
 New York
    
    06-1433421New York
    
    06-1513997(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Numbers)
 100 Crystal Run Road
Middletown, New York 10941  (Address of principal executive offices)
 (845) 695-2600  (Registrants telephone number)
  o þ
   o Large accelerated filer
    
    o Accelerated filer
    
    þ Non-accelerated filer
  o þ




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##### 



MEDIACOM LLC AND SUBSIDIARIES
 FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 2007
 TABLE OF CONTENTS
 PART I
    
    
    
    PageItem 1.
    
    Financial StatementsConsolidated Balance Sheets (unaudited) June 30, 2007 and December 31, 2006
    
    
    4Consolidated Statements of Operations (unaudited) Three and Six Months Ended June 30, 2007 and 2006
    
    
    5Consolidated Statements of Cash Flows (unaudited) Six Months Ended June 30, 2007 and 2006
    
    
    6Notes to Consolidated Financial Statements (unaudited)
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    21Item 4.
    
    Controls and Procedures
    
    
    21PART IIItem 1.
    
    Legal Proceedings
    
    
    22Item 1A.
    
    Risk Factors
    
    
    22Item 6.
    
    Exhibits
    
    
    22Exhibit 10.1Exhibit 10.2Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



Cautionary Statement Regarding Forward-Looking Statements
    3




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##### Table of Contents



PART I
 
 ITEM 1. FINANCIAL STATEMENTS
 
 MEDIACOM LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 June 30,
    
    
    December 31,2007
    
    
    2006ASSETSCURRENT ASSETSCash
    
    $
    6,440
    
    
    $
    11,501Accounts receivable, net of allowance for doubtful accounts of $870 and $1,235
    
    
    33,213
    
    
    
    32,518Prepaid expenses and other current assets
    
    
    1,925
    
    
    
    1,523Total current assets
    
    
    41,578
    
    
    
    45,542Preferred equity investment in affiliated company
    
    
    150,000
    
    
    
    150,000Investment in cable television systems:Property, plant and equipment, net of accumulated depreciation of $954,596
and $909,104
    
    
    697,335
    
    
    
    707,047Franchise rights
    
    
    551,794
    
    
    
    552,513Goodwill
    
    
    16,650
    
    
    
    16,800Subscriber
lists and other intangible assets, net of accumulated amortization of $137,715 and $138,528
    
    
    1,176
    
    
    
    24Total investment in cable television systems
    
    
    1,266,955
    
    
    
    1,276,384Other assets, net of accumulated amortization of $14,036 and $12,933
    
    
    12,908
    
    
    
    14,457Total assets
    
    $
    1,471,441
    
    
    $
    1,486,383LIABILITIES AND MEMBERS DEFICITCURRENT LIABILITIESAccounts
payable and accrued expenses
    
    $
    169,674
    
    
    $
    156,699Deferred revenue
    
    
    22,892
    
    
    
    20,863Current portion of long-term debt
    
    
    16,521
    
    
    
    6,856Total current liabilities
    
    
    209,087
    
    
    
    184,418Long-term debt, less current portion
    
    
    1,497,250
    
    
    
    1,541,500Other non-current liabilities
    
    
    8,200
    
    
    
    11,485Total liabilities
    
    
    1,714,537
    
    
    
    1,737,403Commitments
and contingencies (Note 8)MEMBERS DEFICITCapital contributions
    
    
    440,521
    
    
    
    440,521Accumulated deficit
    
    
    (683,617
    )
    
    
    (691,541
    )Total members deficit
    
    
    (243,096
    )
    
    
    (251,020
    )Total liabilities and members deficit
    
    $
    1,471,441
    
    
    $
    1,486,383
 
  4




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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenues
    
    $
    142,463
    
    
    $
    132,652
    
    
    $
    276,987
    
    
    $
    259,173Costs and expenses:Service costs
    
    
    60,729
    
    
    
    55,287
    
    
    
    118,791
    
    
    
    108,707Selling, general and
administrative expenses
    
    
    26,050
    
    
    
    24,063
    
    
    
    51,422
    
    
    
    47,287Management fee expense
    
    
    2,597
    
    
    
    2,284
    
    
    
    5,115
    
    
    
    4,581Depreciation and amortization
    
    
    27,963
    
    
    
    25,888
    
    
    
    53,894
    
    
    
    51,431Operating income
    
    
    25,124
    
    
    
    25,130
    
    
    
    47,765
    
    
    
    47,167Interest expense, net
    
    
    (29,817
    )
    
    
    (26,839
    )
    
    
    (59,292
    )
    
    
    (53,219
    )Loss on early extinguishment of debt
    
    
    
    
    
    
    (4,624
    )
    
    
    
    
    
    
    (4,624
    )Gain on derivatives, net
    
    
    3,901
    
    
    
    387
    
    
    
    1,825
    
    
    
    961Gain on sale of cable systems
    
    
    
    
    
    
    
    
    
    
    10,781
    
    
    
    Investment income from affiliate
    
    
    4,500
    
    
    
    4,500
    
    
    
    9,000
    
    
    
    9,000Other expense, net
    
    
    (1,145
    )
    
    
    (1,229
    )
    
    
    (2,151
    )
    
    
    (2,253
    )Net income (loss)
    
    $
    2,563
    
    
    $
    (2,675
    )
    
    $
    7,928
    
    
    $
    (2,968
    )
 
  5




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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Six Months EndedJune 30,2007
    
    
    2006OPERATING ACTIVITIES:Net income (loss)
    
    $
    7,928
    
    
    $
    (2,968
    )Adjustments to reconcile net income (loss) to net cash flows provided by
operating activities:Depreciation and amortization
    
    
    53,894
    
    
    
    51,431Gain on derivatives, net
    
    
    (1,825
    )
    
    
    (961
    )Gain on sale of cable systems
    
    
    (10,781
    )
    
    
    Loss on early extinguishment of debt
    
    
    
    
    
    
    2,999Amortization of deferred financing costs
    
    
    1,102
    
    
    
    1,337Share-based compensation
    
    
    236
    
    
    
    190Changes in assets and liabilities, net of effects from acquisitions:Accounts receivable, net
    
    
    (568
    )
    
    
    (745
    )Prepaid expenses and other assets
    
    
    (707
    )
    
    
    (5,150
    )Accounts
payable and accrued expenses
    
    
    12,735
    
    
    
    23,265Deferred revenue
    
    
    2,029
    
    
    
    1,675Other non-current liabilities
    
    
    (822
    )
    
    
    (1,086
    )Net cash flows provided by operating activities
    
    $
    63,221
    
    
    $
    69,987INVESTING ACTIVITIES:Proceeds from sale of cable systems
    
    
    22,948
    
    
    
    Acquisition of cable system
    
    
    (7,274
    )
    
    
    Capital expenditures
    
    
    (49,371
    )
    
    
    (52,038
    )Net cash flows used in investing activities
    
    $
    (33,697
    )
    
    $
    (52,038
    )FINANCING ACTIVITIES:New borrowings
    
    
    50,000
    
    
    
    687,000Repayment of debt
    
    
    (84,585
    )
    
    
    (679,955
    )Distribution to parent
    
    
    
    
    
    
    (8,000
    )Other financing activities
    
    
    
    
    
    
    (49
    )Net cash flows (used in) provided by financing activities
    
    $
    (34,585
    )
    
    $
    (1,004
    )Net (decrease) increase in cash
    
    
    (5,061
    )
    
    
    16,945CASH, beginning of period
    
    
    11,501
    
    
    
    6,466CASH, end of period
    
    $
    6,440
    
    
    $
    23,411SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts capitalized
    
    $
    62,467
    
    
    $
    52,869
 
  6




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##### Table of Contents



1. ORGANIZATION
     Reclassifications
  2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 Fair
Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB Statement No. 115
  7




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3. PROPERTY, PLANT AND EQUIPMENT
  June 30,
    
    
    December 31,2007
    
    
    2006Cable systems, equipment and subscriber devices
    
    $
    1,579,661
    
    
    $
    1,547,147Vehicles
    
    
    33,513
    
    
    
    30,492Furniture, fixtures and office equipment
    
    
    20,970
    
    
    
    20,632Buildings and leasehold improvements
    
    
    16,259
    
    
    
    16,177Land and land improvements
    
    
    1,528
    
    
    
    1,7031,651,931
    
    
    
    1,616,151Accumulated depreciation
    
    
    (954,596
    )
    
    
    (909,104
    )Property, plant and equipment, net
    
    $
    697,335
    
    
    $
    707,047
 4.
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
  June 30,
    
    
    December 31,2007
    
    
    2006Accrued interest
    
    $
    31,630
    
    
    $
    33,273Accounts
payable
    
    
    18,925
    
    
    
    14,989Accrued programming costs
    
    
    18,595
    
    
    
    20,463Accrued taxes and fees
    
    
    12,699
    
    
    
    13,298Accrued payroll and benefits
    
    
    9,901
    
    
    
    10,302Accrued service costs
    
    
    8,519
    
    
    
    8,978Accrued property, plant and equipment
    
    
    8,261
    
    
    
    8,764Accrued telecommunications costs
    
    
    6,753
    
    
    
    7,148Subscriber advance payments
    
    
    5,757
    
    
    
    5,768Intercompany accounts payable and other accrued expenses
    
    
    48,634
    
    
    
    33,716$
    169,674
    
    
    $
    156,699
 5. DEBT
  June 30,
    
    
    December 31,2007
    
    
    2006Bank credit facilities
    
    $
    888,750
    
    
    $
    923,00077/8% senior notes due 2011
    
    
    125,000
    
    
    
    125,00091/2% senior notes due 2013
    
    
    500,000
    
    
    
    500,000Capital lease obligations
    
    
    21
    
    
    
    3561,513,771
    
    
    
    1,548,356Less: current portion
    
    
    16,521
    
    
    
    6,856Total long-term debt
    
    $
    1,497,250
    
    
    $
    1,541,500
  8




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##### Table of Contents



Bank Credit Facilities
 ,
  Interest Rate Exchange Agreements
  6. MEMBERS DEFICIT
 Share-based Compensation
 Share-Based Payment
  9




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Three Months Ended
    
    
    Three Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006Share-based compensation expense by type of award:Employee stock options
    
    $
    20
    
    
    $
    13Employee stock purchase plan
    
    
    13
    
    
    
    (11
    )Restricted stock units
    
    
    92
    
    
    
    44Total share-based compensation expense
    
    $
    125
    
    
    $
    46Six Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006Share-based compensation expense by type of award:Employee stock options
    
    $
    45
    
    
    $
    70Employee stock purchase plan
    
    
    27
    
    
    
    25Restricted stock units
    
    
    163
    
    
    
    95Total share-based compensation expense
    
    $
    235
    
    
    $
    190
 Employee Stock Purchase Plan
  7. INVESTMENT IN AFFILIATED COMPANY
   10




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##### Table of Contents



8. COMMITMENTS AND CONTINGENCIES
 Legal Proceedings
 Gary Ogg and Janice Ogg
v. Mediacom, LLC
   11




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
     Retransmission Consent
   Adjusted OIBDA
   12




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Actual Results of Operations
 Three Months Ended June 30, 2007 compared to Three Months Ended June 30, 2006
  Three Months EndedJune 30,2007
    
    
    2006
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    142,463
    
    
    $
    132,652
    
    
    $
    9,811
    
    
    
    7.4
    %Costs and expenses:Service costs
    
    
    60,729
    
    
    
    55,287
    
    
    
    5,442
    
    
    
    9.8
    %Selling, general and
administrative expenses
    
    
    26,050
    
    
    
    24,063
    
    
    
    1,987
    
    
    
    8.3
    %Management fee expense
    
    
    2,597
    
    
    
    2,284
    
    
    
    313
    
    
    
    13.7
    %Depreciation and amortization
    
    
    27,963
    
    
    
    25,888
    
    
    
    2,075
    
    
    
    8.0
    %Operating income
    
    
    25,124
    
    
    
    25,130
    
    
    
    (6
    )
    
    
    NMInterest expense, net
    
    
    (29,817
    )
    
    
    (26,839
    )
    
    
    (2,978
    )
    
    
    11.1
    %Loss on early extinguishment of debt
    
    
    
    
    
    
    (4,624
    )
    
    
    4,624
    
    
    
    NMGain on derivatives, net
    
    
    3,901
    
    
    
    387
    
    
    
    3,514
    
    
    
    NMInvestment income from affiliate
    
    
    4,500
    
    
    
    4,500
    
    
    
    
    
    
    
    NMOther expense, net
    
    
    (1,145
    )
    
    
    (1,229
    )
    
    
    84
    
    
    
    (6.8
    %)Net income (loss)
    
    $
    2,563
    
    
    $
    (2,675
    )
    
    $
    5,238
    
    
    
    NMAdjusted OIBDA
    
    $
    48,712
    
    
    $
    46,564
    
    
    $
    2,148
    
    
    
    4.6
    %
  Three Months EndedJune 30,2007
    
    
    2006
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    48,712
    
    
    $
    46,564
    
    
    $
    2,148
    
    
    
    4.6
    %Non-cash, share-based
compensation
    
    
    (125
    )
    
    
    (46
    )
    
    
    (79
    )
    
    
    171.7
    %Investment income from affiliate
    
    
    4,500
    
    
    
    4,500
    
    
    
    
    
    
    
    NMDepreciation and amortization
    
    
    (27,963
    )
    
    
    (25,888
    )
    
    
    (2,075
    )
    
    
    8.0
    %Operating income
    
    $
    25,124
    
    
    $
    25,130
    
    
    $
    (6
    )
    
    
    NM
  13




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Revenues
  Three Months EndedJune 30,2007
    
    
    2006
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    101,220
    
    
    $
    100,160
    
    
    $
    1,060
    
    
    
    1.1
    %Data
    
    
    31,335
    
    
    
    25,963
    
    
    
    5,372
    
    
    
    20.7
    %Phone
    
    
    5,061
    
    
    
    1,396
    
    
    
    3,665
    
    
    
    262.5
    %Advertising
    
    
    4,847
    
    
    
    5,133
    
    
    
    (286
    )
    
    
    (5.6
    %)$
    142,463
    
    
    $
    132,652
    
    
    $
    9,811
    
    
    
    7.4
    %
 Three Months EndedJune 30,
    
    
    Increase/2007
    
    
    2006
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    616,000
    
    
    
    644,000
    
    
    
    (28,000
    )
    
    
    (4.3
    %)Digital customers
    
    
    228,000
    
    
    
    209,800
    
    
    
    18,200
    
    
    
    8.7
    %Data customers
    
    
    278,000
    
    
    
    231,000
    
    
    
    47,000
    
    
    
    20.3
    %Phone customers
    
    
    58,000
    
    
    
    17,000
    
    
    
    41,000
    
    
    
    241.2
    %RGUs (1)
    
    
    1,180,000
    
    
    
    1,101,800
    
    
    
    78,200
    
    
    
    7.1
    %Average total monthly revenue per basic subscriber
(2)
    
    $
    76.72
    
    
    $
    68.33
    
    
    $
    8.39
    
    
    
    12.3
    %Average total monthly revenue per RGU (3)
    
    $
    40.57
    
    
    $
    40.38
    
    
    $
    0.19
    
    
    
    0.5
    %
 (1)
    
    Represents the total of
basic subscribers and digital, data, and phone customers at the
end of each period.(2)
    
    Represents revenues for the quarter divided by the average number of basic
subscribers for such period.(3)
    
    Represents revenues for the quarter divided by the average number of RGUs for such
period.
 Revenues
       14




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Costs and Expenses
        Adjusted OIBDA
  Operating Income
   15




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Interest Expense, Net
  Gain on Derivatives, Net
  Investment Income from Affiliate
  Net Income (Loss)
  Six Months Ended June 30, 2007 compared to Six Months Ended June 30, 2006
  Six Months EndedJune 30,2007
    
    
    2006
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    276,987
    
    
    $
    259,173
    
    
    $
    17,814
    
    
    
    6.9
    %Costs and expenses:Service costs
    
    
    118,791
    
    
    
    108,707
    
    
    
    10,084
    
    
    
    9.3
    %Selling, general and
administrative expenses
    
    
    51,422
    
    
    
    47,287
    
    
    
    4,135
    
    
    
    8.7
    %Management fee expense
    
    
    5,115
    
    
    
    4,581
    
    
    
    534
    
    
    
    11.7
    %Depreciation and amortization
    
    
    53,894
    
    
    
    51,431
    
    
    
    2,463
    
    
    
    4.8
    %Operating income
    
    
    47,765
    
    
    
    47,167
    
    
    
    598
    
    
    
    1.3
    %Interest expense, net
    
    
    (59,292
    )
    
    
    (53,219
    )
    
    
    (6,073
    )
    
    
    11.4
    %Loss on early extinguishment of debt
    
    
    
    
    
    
    (4,624
    )
    
    
    4,624
    
    
    
    NMGain on derivatives, net
    
    
    1,825
    
    
    
    961
    
    
    
    864
    
    
    
    89.9
    %Gain on sale of cable systems
    
    
    10,781
    
    
    
    
    
    
    
    10,781
    
    
    
    NMInvestment income from affiliate
    
    
    9,000
    
    
    
    9,000
    
    
    
    
    
    
    
    NMOther expense, net
    
    
    (2,151
    )
    
    
    (2,253
    )
    
    
    102
    
    
    
    (4.5
    %)Net income (loss)
    
    $
    7,928
    
    
    $
    (2,968
    )
    
    $
    10,896
    
    
    
    (367.1
    %)Adjusted OIBDA
    
    $
    92,894
    
    
    $
    89,788
    
    
    $
    3,106
    
    
    
    3.5
    %
  16




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Six Months EndedJune 30,2007
    
    
    2006
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    92,894
    
    
    $
    89,788
    
    
    $
    3,106
    
    
    
    3.5
    %Non-cash, share-based
compensation charges
    
    
    (235
    )
    
    
    (190
    )
    
    
    (45
    )
    
    
    23.7
    %Investment income from affiliate
    
    
    9,000
    
    
    
    9,000
    
    
    
    
    
    
    
    NMDepreciation and amortization
    
    
    (53,894
    )
    
    
    (51,431
    )
    
    
    (2,463
    )
    
    
    4.8
    %Operating income
    
    $
    47,765
    
    
    $
    47,167
    
    
    $
    598
    
    
    
    1.3
    %
 Revenues
  Six Months EndedJune 30,2007
    
    
    2006
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    197,710
    
    
    $
    197,182
    
    
    $
    528
    
    
    
    0.3
    %Data
    
    
    60,802
    
    
    
    50,593
    
    
    
    10,209
    
    
    
    20.2
    %Phone
    
    
    8,997
    
    
    
    2,125
    
    
    
    6,872
    
    
    
    323.4
    %Advertising
    
    
    9,478
    
    
    
    9,273
    
    
    
    205
    
    
    
    2.2
    %$
    276,987
    
    
    $
    259,173
    
    
    $
    17,814
    
    
    
    6.9
    %
 Six Months EndedJune 30,
    
    
    Increase2007
    
    
    2006
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    616,000
    
    
    
    644,000
    
    
    
    (28,000
    )
    
    
    (4.3
    %)Digital customers
    
    
    228,000
    
    
    
    209,800
    
    
    
    18,200
    
    
    
    8.7
    %Data customers
    
    
    278,000
    
    
    
    231,000
    
    
    
    47,000
    
    
    
    20.3
    %Phone customers
    
    
    58,000
    
    
    
    17,000
    
    
    
    41,000
    
    
    
    241.2
    %RGUs (1)
    
    
    1,180,000
    
    
    
    1,101,800
    
    
    
    78,200
    
    
    
    7.1
    %Average total monthly revenue per basic subscriber
(2)
    
    $
    74.16
    
    
    $
    66.75
    
    
    $
    7.41
    
    
    
    11.1
    %Average total monthly revenue per RGU (3)
    
    $
    39.71
    
    
    $
    39.82
    
    
    $
    (0.11
    )
    
    
    (0.3
    %)
 (1)
    
    Represents the total of
basic subscribers and digital, data, and phone customers at the
end of each period.(2)
    
    Represents revenues for the period divided by the average number of basic
subscribers for such period.(3)
    
    Represents revenues for the period divided by the average number of RGUs for such
period.
    17




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##### Table of Contents



Costs and Expenses
      Adjusted OIBDA
  Operating Income
  Interest Expense, Net
  Gain on Derivatives, Net
   18




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##### Table of Contents



Gain on Sale of Cable Systems
  Investment Income from Affiliate
  Net Income (Loss)
  Liquidity and Capital Resources
 Overview
    Operating Activities
   19




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##### Table of Contents



Investing Activities
  Financing Activities
  Other
   Contractual Obligations and Commercial Commitments
  Critical Accounting Judgments and Estimates
 Use of Estimates
  Inflation and Changing Prices
   20




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
 Mediacom LLC
   Mediacom Capital Corporation
    21




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##### Table of Contents



PART II
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 6. EXHIBITS
 ExhibitNumber
    
    Exhibit Description10.1
    
    Amendment No. 2, dated as of June 11, 2007, to the Credit
Agreement, dated as of October 21, 2004, among the operating
subsidiaries of Mediacom LLC, the lenders party thereto and
JPMorgan Chase Bank, as administrative agent for the lenders (1)10.2
    
    Amendment No. 3, dated as of June 11, 2007, to the Credit
Agreement, dated as of October 21, 2004, among the operating
subsidiaries of Mediacom LLC, the lenders party thereto and
JPMorgan Chase Bank, as administrative agent for the lenders (1)31.1
    
    Rule 15d-14(a) Certifications of Mediacom LLC31.2
    
    Rule 15d-14(a) Certifications of Mediacom Capital Corporation32.1
    
    Section 1350 Certifications of Mediacom LLC32.2
    
    Section 1350 Certifications of Mediacom Capital Corporation
 (1)
    
    Filed as an exhibit to the Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2007 of
Mediacom Communications Corporation and incorporated herein by
reference.
  22




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##### Table of Contents



SIGNATURES
  MEDIACOM LLCAugust 10, 2007
    By:
    /s/MARK E. STEPHANMark E. StephanExecutive Vice President and
Chief Financial Officer  23




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##### Table of Contents



SIGNATURES
  MEDIACOM CAPITAL CORPORATIONAugust 10, 2007
    By:
    /s/MARK E. STEPHANMark E. StephanExecutive Vice President and
Chief Financial Officer  24




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Exhibit Description10.1
    
    Amendment No. 2, dated as of June 11, 2007, to the Credit
Agreement, dated as of October 21, 2004, among the operating
subsidiaries of Mediacom LLC, the lenders party thereto and
JPMorgan Chase Bank, as administrative agent for the lenders (1)10.2
    
    Amendment No. 3, dated as of June 11, 2007, to the Credit
Agreement, dated as of October 21, 2004, among the operating
subsidiaries of Mediacom LLC, the lenders party thereto and
JPMorgan Chase Bank, as administrative agent for the lenders (1)31.1
    
    Rule 15d-14(a) Certifications of Mediacom LLC31.2
    
    Rule 15d-14(a) Certifications of Mediacom Capital Corporation32.1
    
    Section 1350 Certifications of Mediacom LLC32.2
    
    Section 1350 Certifications of Mediacom Capital Corporation
 (1)
    
    Filed as an exhibit to the Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2007 of
Mediacom Communications Corporation and incorporated herein by
reference.