<PAGE>
 
                                                                  Exhibit 4.2(b)

                                                                  EXECUTION COPY

                                 MEDIACOM LLC
                         MEDIACOM CAPITAL CORPORATION

                                 $125,000,000

                          7 7/8% Senior Notes due 2011


                  EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
                  ------------------------------------------

                                                      February 26, 1999

CHASE SECURITIES INC.
c/o Chase Securities Inc.
270 Park Avenue, 4th floor
New York, New York  10017


Ladies and Gentlemen:

          Mediacom LLC, a New York limited liability company ("Mediacom" and,
                                                               --------
together with its direct and indirect Subsidiaries (as defined herein) and
Mediacom Capital (as defined herein), the "Company"), and Mediacom Capital

Corporation, a New York corporation and a wholly-owned subsidiary of Mediacom
("Mediacom Capital" and, together with Mediacom, the "Issuers"), propose to
  ----------------                                    -------
issue and sell to Chase Securities Inc. (the "Initial Purchaser"), upon the
                                              -----------------   
terms and subject to the conditions set forth in a purchase agreement dated
February 19, 1999 (the "Purchase Agreement"), $125,000,000 aggregate principal
                        ------------------
amount of their 7 7/8% Senior Notes due 2011 (the "Notes"). Capitalized terms
                                                  -----
used but not defined herein shall have the meanings given to such terms in the
Purchase Agreement.

          As an inducement to the Initial Purchaser to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the Initial
Purchaser thereunder, the Issuers agree with the Initial Purchaser, for the
benefit of the holders (including the Initial Purchaser) of the Notes, the
Exchange Notes (as defined herein) and the Private Exchange Notes (as defined
herein) (collectively, the "Holders"), as follows:
                            -------

          1. Registered Exchange Offer. The Issuers shall (i) prepare and, not
             -------------------------  
later than 180 days following the date of original issuance of the Notes (the
"Issue Date"), file with the Commission a registration statement on Form S-1 or
 ----------
Form S-4, if the use of such form is then available (the "Exchange Offer
                                                          --------------
Registration Statement"), with respect to a proposed offer to the Holders of the
----------------------
Notes (the "Registered Exchange Offer") to issue and deliver to such Holders, in
            -------------------------
exchange for the Notes, a like aggregate principal amount of debt securities of
the Issuers (the "Exchange Notes") that are identical in all material respects
                  --------------
to the Notes, except for the transfer restrictions relating to the Notes, (ii)
use their reasonable best efforts to cause the Exchange Offer Registration
Statement to become effective under the Securities Act no later than 300 days
after the Issue Date and the Registered Exchange Offer to be consummated no
later than 360 days after the Issue Date and (iii) keep the Exchange Offer
Registration Statement effective for not less than 30 days (or longer, if
required by applicable law) after the date on which notice of the Registered
Exchange Offer is mailed to the Holders (such period being called the "Exchange
                                                                       --------
Offer Registration Period"). The Exchange Notes will be issued under the
-------------------------
Indenture or an indenture (the "Exchange Notes Indenture") between the Issuers
                                ------------------------
and the Trustee or such other bank or trust company that is reasonably
satisfactory to the
<PAGE>
 
Initial Purchaser, as trustee (the "Exchange Notes Trustee"), such indenture
                                    ----------------------
to be identical in all material respects to the Indenture, except for the
transfer restrictions relating to the Notes (as described above).

          Upon the effectiveness of the Exchange Offer Registration Statement,
the Issuers shall promptly commence the Registered Exchange Offer, it being the
objective of such Registered Exchange Offer to enable each Holder electing to
exchange Notes for Exchange Notes or Private Exchange Notes (assuming that such
Holder (a) is not an affiliate of the Issuers or an Exchanging Dealer (as
defined herein) not complying with the requirements of the next sentence, (b) is
not an Initial Purchaser holding Notes that have, or that are reasonably likely
to have, the status of an unsold allotment in an initial distribution, (c)
acquires the Exchange Notes in the ordinary course of such Holder's business and
(d) has no arrangements or understandings with any person to participate in the
distribution of the Exchange Notes) and to trade such Exchange Notes from and
after their receipt without any limitations or restrictions under the Securities
Act and without material restrictions under the securities laws of the several
states of the United States. The Issuers, the Initial Purchaser and each
Exchanging Dealer acknowledge that, pursuant to current interpretations by the
Commission's staff of Section 5 of the Securities Act, each Holder that is a
broker-dealer electing to exchange Notes, acquired for its own account as a
result of market-making activities or other trading activities, for Exchange
Notes (an "Exchanging Dealer"), is required to deliver a prospectus containing
           ----------------- 
substantially the information set forth in Exhibit A hereto on the cover, in
Exhibit B hereto in the "Exchange Offer Procedures" section and the "Purpose of
the Exchange Offer" section and in Exhibit C hereto in the "Plan of
Distribution" section of such prospectus in connection with a sale of any such
Exchange Notes received by such Exchanging Dealer pursuant to the Registered
Exchange Offer.

          If, prior to the consummation of the Registered Exchange Offer, any
Holder holds any Notes acquired by it that have, or that are reasonably likely
to be determined to have, the status of an unsold allotment in an initial
distribution, or any Holder is not entitled to participate in the Registered
Exchange Offer, the Issuers shall, upon the request of any such Holder,
simultaneously with the delivery of the Exchange Notes in the Registered
Exchange Offer, issue and deliver to any such Holder, in exchange for the Notes
held by such Holder (the "Private Exchange"), a like aggregate principal amount
                          ---------------- 
of debt securities of the Issuers (the "Private Exchange Notes") that are
                                        ---------------------- 
identical in all material respects to the Exchange Notes, except for the
transfer restrictions relating to such Private Exchange Notes. The Private
Exchange Notes will be issued under the same indenture as the Exchange Notes,
and the Issuers shall use their reasonable best efforts to cause the Private
Exchange Notes to bear the same CUSIP number as the Exchange Notes.

          In connection with the Registered Exchange Offer, the Issuers shall:

          (a)  mail to each Holder a copy of the prospectus forming part of the
     Exchange Offer Registration Statement, together with an appropriate letter
     of transmittal and related documents;

          (b)  keep the Registered Exchange Offer open for not less than 30 days
     (or longer, if required by applicable law) after the date on which notice
     of the Registered Exchange Offer is mailed to the Holders;

          (c)  utilize the services of a depositary for the Registered Exchange
     Offer with an address in the Borough of Manhattan, The City of New York;

          (d)  permit Holders to withdraw tendered Notes at any time prior to
     the close of business, New York City time, on the last business day on
     which the Registered Exchange Offer shall remain open; and

          (e)  otherwise comply in all respects with all laws that are
     applicable to the Registered Exchange Offer.

                                       2
<PAGE>
 
          As soon as practicable after the close of the Registered Exchange
Offer and any Private Exchange, as the case may be, the Issuers shall:

          (a)  accept for exchange all Notes tendered and not validly withdrawn
     pursuant to the Registered Exchange Offer and the Private Exchange;

          (b)  deliver to the Trustee for cancellation all Notes so accepted for
     exchange; and

          (c)  cause the Trustee or the Exchange Notes Trustee, as the case may
     be, promptly to authenticate and deliver to each Holder, Exchange Notes or
     Private Exchange Notes, as the case may be, equal in principal amount to
     the Notes of such Holder so accepted for exchange.

          The Issuers shall use their reasonable best efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
prospectus contained therein in order to permit such prospectus to be used by
all persons subject to the prospectus delivery requirements of the Securities
Act for such period of time as such persons must comply with such requirements
in order to resell the Exchange Notes; provided that (i) in the case where such
                                       --------
prospectus and any amendment or supplement thereto must be delivered by an
Exchanging Dealer, such period shall be the lesser of 180 days and the date on
which all Exchanging Dealers have sold all Exchange Notes held by them and (ii)
the Issuers shall make such prospectus and any amendment or supplement thereto
available to any broker-dealer for use in connection with any resale of any
Exchange Notes for a period of not less than 90 days after the consummation of
the Registered Exchange Offer.

          The Indenture or the Exchange Notes Indenture, as the case may be,
shall provide that the Notes, the Exchange Notes and the Private Exchange Notes
shall vote and consent together on all matters as one class and that none of the
Notes, the Exchange Notes or the Private Exchange Notes will have the right to
vote or consent as a separate class on any matter.

          Interest on each Exchange Note and Private Exchange Note issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Notes surrendered in exchange therefor or, if no interest has been paid on the
Notes, from the Issue Date.

          Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Issuers that at the time of the consummation of the
Registered Exchange Offer, (i) any Exchange Notes received by such Holder will
be acquired in the ordinary course of business, (ii) such Holder will have no
arrangements or understanding with any person to participate in the distribution
of the Notes or the Exchange Notes within the meaning of the Securities Act, and
(iii) such Holder is not an affiliate of the Issuers or, if it is such an
affiliate, such Holder will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable.

          Notwithstanding any other provisions hereof, the Issuers will ensure
that (i) any Exchange Offer Registration Statement and any amendment thereto and
any prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations of the
Commission thereunder, (ii) any Exchange Offer Registration Statement and any
amendment thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading and
(iii) any prospectus forming part of any Exchange Offer Registration Statement,
and any supplement to such prospectus, does not, as of the consummation of the
Registered Exchange Offer, include an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading.

                                       3
<PAGE>
 
          2.   Shelf Registration. If (i) because of any change in law or
               ------------------ 
applicable interpretations thereof by the Commission's staff the Issuers are not
permitted to effect the Registered Exchange Offer as contemplated by Section 1
hereof, or (ii) any Notes validly tendered pursuant to the Registered Exchange
Offer are not exchanged for Exchange Notes within 360 days after the Issue Date,
or (iii) the Initial Purchaser so requests with respect to Notes or Private
Exchange Notes not eligible to be exchanged for Exchange Notes in the Registered
Exchange Offer and held by it following the consummation of the Registered
Exchange Offer, or (iv) any applicable law or interpretations do not permit any
Holder to participate in the Registered Exchange Offer, or (v) any Holder that
participates in the Registered Exchange Offer does not receive freely
transferable Exchange Notes in exchange for tendered Notes, or (vi) the Issuers
so elect, then the following provisions shall apply:

          (a)  The Issuers shall use their reasonable best efforts to file as
     promptly as practicable (but in no event more than 60 days after so
     required or requested pursuant to this Section 2) with the Commission, and
     thereafter shall use its reasonable best efforts to cause to be declared
     effective, a shelf registration statement on an appropriate form under the
     Securities Act relating to the offer and sale of the Transfer Restricted
     Securities (as defined below) by the Holders thereof from time to time in
     accordance with the methods of distribution set forth in such registration
     statement (hereafter, a "Shelf Registration Statement" and, together with
                              ----------------------------
     any Exchange Offer Registration Statement, a "Registration Statement").
                                                   ----------------------   

          (b)  The Issuers shall use their reasonable best efforts to keep the
     Shelf Registration Statement continuously effective in order to permit the
     prospectus forming part thereof to be used by Holders of Transfer
     Restricted Securities for a period ending on the earlier of (i) two years
     from the Issue Date or such shorter period that will terminate when all the
     Transfer Restricted Securities covered by the Shelf Registration Statement
     have been sold pursuant thereto and (ii) the date on which the Notes become
     eligible for resale without volume restrictions pursuant to Rule 144 under
     the Securities Act (in any such case, such period being called the "Shelf
                                                                         -----
     Registration Period"). The Issuers shall be deemed not to have used their
     -------------------
     reasonable best efforts to keep the Shelf Registration Statement effective
     during the requisite period if they voluntarily take any action that would
     result in Holders of Transfer Restricted Securities covered thereby not
     being able to offer and sell such Transfer Restricted Securities during
     that period, unless such action is required by applicable law.

          (c)  Notwithstanding any other provisions hereof, the Issuers will
     ensure that (i) any Shelf Registration Statement and any amendment thereto
     and any prospectus forming part thereof and any supplement thereto complies
     in all material respects with the Securities Act and the rules and
     regulations of the Commission thereunder, (ii) any Shelf Registration
     Statement and any amendment thereto (in either case, other than with
     respect to information included therein in reliance upon or in conformity
     with written information furnished to the Issuers by or on behalf of any
     Holder specifically for use therein (the "Holders' Information")) does not
                                               --------------------
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading and (iii) any prospectus forming part of any Shelf
     Registration Statement, and any supplement to such prospectus (in either
     case, other than with respect to Holders' Information), does not include an
     untrue statement of a material fact or omit to state a material fact
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading.

          3.   Liquidated Damages. (a) The parties hereto agree that the Holders
               ------------------
of Transfer Restricted Securities will suffer damages if the Issuers fail to
fulfill their obligations under Section 1 or Section 2, as applicable, and that
it would not be feasible to ascertain the extent of such damages. Accordingly,
if (i) the applicable Registration Statement is not filed with the Commission on
or prior to 180 days after the Issue Date, (ii) the Exchange Offer Registration
Statement or the Shelf Registration Statement, as the case may be, is not
declared effective within 300 days after the Issue Date (or in the case of a
Shelf Registration Statement required to be filed in response to a change in law
or the applicable interpretations of Commission's staff, if later, within 90
days after publication of the change in law or

                                       4
<PAGE>
 
interpretation), (iii) the Registered Exchange Offer is not consummated on or
prior to 360 days after the Issue Date, or (iv) the Shelf Registration Statement
is filed and declared effective within 300 days after the Issue Date (or in the
case of a Shelf Registration Statement required to be filed in response to a
change in law or the applicable interpretations of Commission's staff, if later,
within 90 days after publication of the change in law or interpretation) but
shall thereafter cease to be effective (at any time that the Issuers are
obligated to maintain the effectiveness thereof) without being succeeded within
120 days by an additional Registration Statement filed and declared effective
(each such event referred to in clauses (i) through (iv), a "Registration
                                                             ------------
Default"), the Issuers will be obligated to pay liquidated damages to each
-------
Holder of Transfer Restricted Securities, during the period of one or more such
Registration Defaults, in an amount equal to $0.192 per week per $1,000
principal amount of Transfer Restricted Securities held by such Holder until (i)
the applicable Registration Statement is filed, (ii) the Exchange Offer
Registration Statement is declared effective and the Registered Exchange Offer
is consummated, (iii) the Shelf Registration Statement is declared effective or
(iv) the Shelf Registration Statement again becomes effective, as the case may
be. Following the cure of all Registration Defaults, the accrual of liquidated
damages will cease. As used herein, the term "Transfer Restricted Securities"
                                              ------------------------------
means (i) each Note until the date on which such Note has been exchanged for a
freely transferable Exchange Note in the Registered Exchange Offer, (ii) each
Note or Private Exchange Note until the date on which it has been effectively
registered under the Securities Act and disposed of in accordance with the Shelf
Registration Statement or (iii) each Note or Private Exchange Note until the
date on which it is distributed to the public pursuant to Rule 144 under the
Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.
Notwithstanding anything to the contrary in this Section 3(a), the Issuers shall
not be required to pay liquidated damages to a Holder of Transfer Restricted
Securities if such Holder failed to comply with its obligations to make the
representations set forth in the second to last paragraph of Section 1 or failed
to provide the information required to be provided by it, if any, pursuant to
Section 4(n).

          (b)  The Issuers shall notify the Trustee and the Paying Agent under
     the Indenture immediately upon the happening of each and every Registration
     Default. The Issuers shall pay the liquidated damages due on the Transfer
     Restricted Securities by depositing with the Paying Agent (which may not be
     the Issuers for these purposes), in trust, for the benefit of the Holders
     thereof, prior to 10:00 a.m., New York City time, on the next interest
     payment date specified by the Indenture and the Notes, sums sufficient to
     pay the liquidated damages then due. The liquidated damages due shall be
     payable on each interest payment date specified by the Indenture and the
     Notes to the record holder entitled to receive the interest payment to be
     made on such date. Each obligation to pay liquidated damages shall be
     deemed to accrue from and including the date of the applicable Registration
     Default .

          (c)  The parties hereto agree that the liquidated damages provided for
     in this Section 3 constitute a reasonable estimate of and are intended to
     constitute the sole damages that will be suffered by Holders of Transfer
     Restricted Securities by reason of the failure of (i) the Shelf
     Registration Statement or the Exchange Offer Registration Statement to be
     filed, (ii) the Shelf Registration Statement to remain effective or (iii)
     the Exchange Offer Registration Statement to be declared effective and the
     Registered Exchange Offer to be consummated, in each case to the extent
     required by this Agreement.

          4.   Registration Procedures. In connection with any Registration
               -----------------------
Statement, the following provisions shall apply:

          (a)  The Issuers shall (i) furnish to the Initial Purchaser, prior to
     the filing thereof with the Commission, a copy of the Registration
     Statement and each amendment thereof and each supplement, if any, to the
     prospectus included therein and shall use its reasonable best efforts to
     reflect in each such document, when so filed with the Commission, such
     comments as the Initial Purchaser may reasonably propose; (ii) include the
     information set forth in Exhibit A hereto on the cover, in Exhibit B hereto
     in the "Exchange Offer Procedures" section and the "Purpose of the Exchange
     Offer" section and in Exhibit C hereto in the "Plan of Distribution"
     section of the prospectus forming a part of the Exchange Offer

                                       5
<PAGE>
 
     Registration Statement, and include the information set forth in Exhibit D
     hereto in the Letter of Transmittal delivered pursuant to the Registered
     Exchange Offer; and (iii) if requested by the Initial Purchaser, include
     the information required by Items 507 or 508 of Regulation S-K, as
     applicable, in the prospectus forming a part of the Exchange Offer
     Registration Statement.

          (b)   The Issuers shall advise the Initial Purchaser, each Exchanging
     Dealer and the Holders (if applicable) and, if requested by any such
     person, confirm such advice in writing (which advice pursuant to clauses
     (ii)-(v) hereof shall be accompanied by an instruction to suspend the use
     of the prospectus until the requisite changes have been made):

          (i)   when any Registration Statement and any amendment thereto has
     been filed with the Commission and when such Registration Statement or any
     post-effective amendment thereto has become effective;

          (ii)  of any request by the Commission for amendments or supplements
     to any Registration Statement or the prospectus included therein or for
     additional information;

          (iii) of the issuance by the Commission of any stop order suspending
     the effectiveness of any Registration Statement or the initiation of any
     proceedings for that purpose;

          (iv)  of the receipt by the Issuers of any notification with respect
     to the suspension of the qualification of the Notes, the Exchange Notes or
     the Private Exchange Notes for sale in any jurisdiction or the initiation
     or threatening of any proceeding for such purpose; and

          (v)   of the happening of any event that requires the making of any
     changes in any Registration Statement or the prospectus included therein in
     order that the statements therein are not misleading and do not omit to
     state a material fact required to be stated therein or necessary to make
     the statements therein not misleading.

          (c)   The Issuers will make every reasonable effort to obtain the
     withdrawal at the earliest possible time of any order suspending the
     effectiveness of any Registration Statement.

          (d)   The Issuers will furnish to each Holder of Transfer Restricted
     Notes included within the coverage of any Shelf Registration Statement,
     without charge, at least one conformed copy of such Shelf Registration
     Statement and any post-effective amendment thereto, including financial
     statements and schedules and, if any such Holder so requests in writing,
     all exhibits thereto (including those, if any, incorporated by reference).

          (e)   The Issuers will, during the Shelf Registration Period, promptly
     deliver to each Holder of Transfer Restricted Securities included within
     the coverage of any Shelf Registration Statement, without charge, as many
     copies of the prospectus (including each preliminary prospectus) included
     in such Shelf Registration Statement and any amendment or supplement
     thereto as such Holder may reasonably request; and the Issuers consent to
     the use of such prospectus or any amendment or supplement thereto by each
     of the selling Holders of Transfer Restricted Securities in connection with
     the offer and sale of the Transfer Restricted Securities covered by such
     prospectus or any amendment or supplement thereto.

          (f)   The Issuers will furnish to the Initial Purchaser and each
     Exchanging Dealer, and to any other Holder who so requests, without charge,
     at least one conformed copy of the Exchange Offer Registration Statement
     and any post-effective amendment thereto, including financial statements
     and schedules and, if the Initial Purchaser or Exchanging Dealer or any
     such Holder so requests in writing, all exhibits thereto (including those,
     if any, incorporated by reference).

                                       6
<PAGE>
 
          (g)  The Issuers will, during the Exchange Offer Registration Period
     or the Shelf Registration Period, as applicable, promptly deliver to the
     Initial Purchaser, each Exchanging Dealer and such other persons that are
     required to deliver a prospectus following the Registered Exchange Offer,
     without charge, as many copies of the final prospectus included in the
     Exchange Offer Registration Statement or the Shelf Registration Statement
     and any amendment or supplement thereto as the Initial Purchaser,
     Exchanging Dealer or other persons may reasonably request; and the Issuers
     consent to the use of such prospectus or any amendment or supplement
     thereto by the Initial Purchaser, Exchanging Dealer or other persons, as
     applicable, as aforesaid.

          (h)  Prior to the effective date of any Registration Statement, the
     Issuers will use their reasonable best efforts to register or qualify, or
     cooperate with the Holders of Notes, Exchange Notes or Private Exchange
     Notes included therein and their respective counsel in connection with the
     registration or qualification of, such Notes, Exchange Notes or Private
     Exchange Notes for offer and sale under the securities or Blue Sky laws of
     such jurisdictions as any such Holder reasonably requests in writing and do
     any and all other acts or things necessary or advisable to enable the offer
     and sale in such jurisdictions of the Notes, Exchange Notes or Private
     Exchange Notes covered by such Registration Statement; provided that the
     Issuers will not be required to qualify generally to do business in any
     jurisdiction where they are not then so qualified or to take any action
     which would subject them to general service of process or to taxation in
     any such jurisdiction where they are not then so subject.

          (i)  The Issuers will cooperate with the Holders of Notes, Exchange
     Notes or Private Exchange Notes to facilitate the timely preparation and
     delivery of certificates representing Notes, Exchange Notes or Private
     Exchange Notes to be sold pursuant to any Registration Statement free of
     any restrictive legends and in such denominations and registered in such
     names as the Holders thereof may request in writing prior to sales of
     Notes, Exchange Notes or Private Exchange Notes pursuant to such
     Registration Statement.

          (j)  If any event contemplated by Section 4(b)(ii) through (v) occurs
     during the period for which the Issuers are required to maintain an
     effective Registration Statement, the Issuers will promptly prepare and
     file with the Commission a post-effective amendment to the Registration
     Statement or a supplement to the related prospectus or file any other
     required document so that, as thereafter delivered to purchasers of the
     Notes, Exchange Notes or Private Exchange Notes from a Holder, the
     prospectus will not include an untrue statement of a material fact or omit
     to state a material fact necessary in order to make the statements therein,
     in the light of the circumstances under which they were made, not
     misleading.

          (k)  Not later than the effective date of the applicable Registration
     Statement, the Issuers will provide a CUSIP number for the Notes, the
     Exchange Notes and the Private Exchange Notes, as the case may be, and
     provide the applicable trustee with printed certificates for the Notes, the
     Exchange Notes or the Private Exchange Notes, as the case may be, in a form
     eligible for deposit with The Depository Trust Company.

          (l)  The Issuers will comply with all applicable rules and regulations
     of the Commission and will make generally available to their security
     holders as soon as practicable after the effective date of the applicable
     Registration Statement an earning statement satisfying the provisions of
     Section 11(a) of the Securities Act; provided that in no event shall such
                                          --------
     earning statement be delivered later than 45 days after the end of a 12-
     month period (or 90 days, if such period is a fiscal year) beginning with
     the first month of the Issuers' first fiscal quarter commencing after the
     effective date of the applicable Registration Statement, which statement
     shall cover such 12-month period.

          (m)  The Issuers will cause the Indenture or the Exchange Notes
     Indenture, as the case may be, to be qualified under the Trust Indenture
     Act as required by applicable law in a timely manner.

                                       7
<PAGE>
 
          (n)  The Issuers may require each Holder of Transfer Restricted
     Securities to be registered pursuant to any Shelf Registration Statement to
     furnish to the Issuers such information concerning the Holder and the
     distribution of such Transfer Restricted Notes as the Issuers may from time
     to time reasonably require for inclusion in such Shelf Registration
     Statement, and the Issuers may exclude from such registration the Transfer
     Restricted Securities of any Holder that fails to furnish such information
     within a reasonable time after receiving such request.

          (o)  In the case of a Shelf Registration Statement, each Holder of
     Transfer Restricted Securities to be registered pursuant thereto agrees by
     acquisition of such Transfer Restricted Securities that, upon receipt of
     any notice from the Issuers pursuant to Section 4(b)(ii) through (v), such
     Holder will discontinue disposition of such Transfer Restricted Securities
     until such Holder's receipt of copies of the supplemental or amended
     prospectus contemplated by Section 4(j) or until advised in writing (the
     "Advice") by the Issuers that the use of the applicable prospectus may be
     resumed. If the Issuers shall give any notice under Section 4(b)(ii)
     through (v) during the period that the Issuers are required to maintain an
     effective Registration Statement (the "Effectiveness Period"), such
                                            --------------------
     Effectiveness Period shall be extended by the number of days during such
     period from and including the date of the giving of such notice to and
     including the date when each seller of Transfer Restricted Securities
     covered by such Registration Statement shall have received (x) the copies
     of the supplemental or amended prospectus contemplated by Section 4(j) (if
     an amended or supplemental prospectus is required) or (y) the Advice (if no
     amended or supplemental prospectus is required).

          (p)  In the case of a Shelf Registration Statement, the Issuers shall
     enter into such customary agreements (including, if requested, an
     underwriting agreement in customary form) and take all such other action,
     if any, as Holders of a majority in aggregate principal amount of the
     Notes, Exchange Notes and Private Exchange Notes being sold or the managing
     underwriters (if any) shall reasonably request in order to facilitate any
     disposition of Notes, Exchange Notes or Private Exchange Notes pursuant to
     such Shelf Registration Statement.

          (q)  In the case of a Shelf Registration Statement, the Issuers shall
     (i) make reasonably available for inspection by a representative of, and
     Special Counsel (as defined below) acting for, Holders of a majority in
     aggregate principal amount of the Notes, Exchange Notes and Private
     Exchange Notes being sold and any underwriter participating in any
     disposition of Notes, Exchange Notes or Private Exchange Notes pursuant to
     such Shelf Registration Statement, all relevant financial and other
     records, pertinent corporate documents and properties of the Issuers and
     the Subsidiaries and (ii) use their reasonable best efforts to have its
     officers, directors, employees, accountants and counsel supply all relevant
     information reasonably requested by such representative, Special Counsel or
     any such underwriter (an "Inspector") in connection with such Shelf
                               ---------
     Registration Statement.

          (r)  In the case of a Shelf Registration Statement, the Issuers shall,
     if requested by Holders of a majority in aggregate principal amount of the
     Notes, Exchange Notes and Private Exchange Notes being sold, their Special
     Counsel or the managing underwriters (if any) in connection with such Shelf
     Registration Statement, use their reasonable best efforts to cause (i)
     their counsel to deliver an opinion relating to the Shelf Registration
     Statement and the Notes, Exchange Notes or Private Exchange Notes, as
     applicable, in customary form, (ii) their officers to execute and deliver
     all customary documents and certificates requested by Holders of a majority
     in aggregate principal amount of the Notes, Exchange Notes and Private
     Exchange Notes being sold, their Special Counsel or the managing
     underwriters (if any) and (iii) their independent public accountants to
     provide a comfort letter or letters in customary form, subject to receipt
     of appropriate documentation as contemplated, and only if permitted, by
     Statement of Auditing Standards No. 72.

                                       8
<PAGE>
 
          5.   Registration Expenses. The Issuers will bear all expenses
               ---------------------
incurred in connection with the performance of their obligations under Sections
1, 2, 3 and 4 and the Issuers will reimburse the Initial Purchaser and the
Holders for the reasonable fees and disbursements of one firm of attorneys (in
addition to any local counsel) chosen by the Holders of a majority in aggregate
principal amount of the Notes, the Exchange Notes and the Private Exchange Notes
to be sold pursuant to each Registration Statement (the "Special Counsel")
                                                         ---------------
acting for the Initial Purchaser or Holders in connection therewith (other than
reimbursement in connection with the Registered Exchange Offer).

          6.  Indemnification.  (a) In the event of a Shelf Registration
              ---------------
Statement or in connection with any prospectus delivery pursuant to an Exchange
Offer Registration Statement by the Initial Purchaser or Exchanging Dealer, as
applicable, the Issuers shall indemnify and hold harmless each Holder
(including, without limitation, the Initial Purchaser or Exchanging Dealer), its
affiliates, their respective officers, directors, employees, representatives and
agents, and each person, if any, who controls such Holder within the meaning of
the Securities Act or the Exchange Act (collectively referred to for purposes of
this Section 6 and Section 7 as a Holder) from and against any loss, claim,
damage or liability, joint or several, or any action in respect thereof
(including, without limitation, any loss, claim, damage, liability or action
relating to purchases and sales of Notes, Exchange Notes or Private Exchange
Notes), to which that Holder may become subject, whether commenced or
threatened, under the Securities Act, the Exchange Act, any other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon, (i)
any untrue statement or alleged untrue statement of a material fact contained in
any such Registration Statement or any prospectus forming part thereof or in any
amendment or supplement thereto or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, and shall reimburse each Holder promptly
upon demand for any legal or other expenses reasonably incurred by that Holder
in connection with investigating or defending or preparing to defend against or
appearing as a third party witness in connection with any such loss, claim,
damage, liability or action as such expenses are incurred; provided, however,
                                                           --------  -------    
that the Issuers shall not be liable in any such case to the extent that any
such loss, claim, damage, liability or action arises out of, or is based upon,
an untrue statement or alleged untrue statement in or omission or alleged
omission from any of such documents in reliance upon and in conformity with any
Holders' Information; and provided, further, that with respect to any such
                          --------  -------
untrue statement in or omission from any related preliminary prospectus, the
indemnity agreement contained in this Section 6(a) shall not inure to the
benefit of any Holder from whom the person asserting any such loss, claim,
damage, liability or action received Notes, Exchange Notes or Private Exchange
Notes to the extent that such loss, claim, damage, liability or action of or
with respect to such Holder results from the fact that both (A) a copy of the
final prospectus was not sent or given to such person at or prior to the written
confirmation of the sale of such Notes, Exchange Notes or Private Exchange Notes
to such person and (B) the untrue statement in or omission from the related
preliminary prospectus was corrected in the final prospectus unless, in either
case, such failure to deliver the final prospectus was a result of non-
compliance by the Issuers with Section 4(d), 4(e), 4(f) or 4(g).

          (b)  In the event of a Shelf Registration Statement, each Holder shall
     indemnify and hold harmless the Issuers, their affiliates, their respective
     officers, directors, employees, representatives and agents, and each
     person, if any, who controls the Issuers within the meaning of the
     Securities Act or the Exchange Act (collectively referred to for purposes
     of this Section 6(b) and Section 7 as the Issuers), from and against any
     loss, claim, damage or liability, joint or several, or any action in
     respect thereof, to which the Issuers may become subject, whether commenced
     or threatened, under the Securities Act, the Exchange Act, any other
     federal or state statutory law or regulation, at common law or otherwise,
     insofar as such loss, claim, damage, liability or action arises out of, or
     is based upon, (i) any untrue statement or alleged untrue statement of a
     material fact contained in any such Registration Statement or any
     prospectus forming part thereof or in any amendment or supplement thereto
     or (ii) the omission or alleged omission to state therein a material fact
     required to be stated therein or necessary in order to make the statements
     therein, in the light of

                                       9
<PAGE>
 
     the circumstances under which they were made, not misleading, but in each
     case only to the extent that the untrue statement or alleged untrue
     statement or omission or alleged omission was made in reliance upon and in
     conformity with any Holders' Information furnished to the Issuers by such
     Holder, and shall reimburse the Issuers for any legal or other expenses
     reasonably incurred by the Issuers in connection with investigating or
     defending or preparing to defend against or appearing as a third party
     witness in connection with any such loss, claim, damage, liability or
     action as such expenses are incurred; provided, however, that no such
                                           --------  -------
     Holder shall be liable for any indemnity claims hereunder in excess of the
     amount of net proceeds received by such Holder from the sale of Notes,
     Exchange Notes or Private Exchange Notes pursuant to such Shelf
     Registration Statement.

          (c)  Promptly after receipt by an indemnified party under this Section
     6 of notice of any claim or the commencement of any action, the indemnified
     party shall, if a claim in respect thereof is to be made against the
     indemnifying party pursuant to Section 6(a) or 6(b), notify the
     indemnifying party in writing of the claim or the commencement of that
     action; provided, however, that the failure to notify the indemnifying
             --------  -------
     party shall not relieve it from any liability which it may have under this
     Section 6 except to the extent that it has been materially prejudiced
     (through the forfeiture of substantive rights or defenses) by such failure;
     and provided, further, that the failure to notify the indemnifying party
     shall not relieve it from any liability which it may have to an indemnified
     party otherwise than under this Section 6. If any such claim or action
     shall be brought against an indemnified party, and it shall notify the
     indemnifying party thereof, the indemnifying party shall be entitled to
     participate therein and, to the extent that it wishes, jointly with any
     other similarly notified indemnifying party, to assume the defense thereof
     with counsel reasonably satisfactory to the indemnified party. After notice
     from the indemnifying party to the indemnified party of its election to
     assume the defense of such claim or action, the indemnifying party shall
     not be liable to the indemnified party under this Section 6 for any legal
     or other expenses subsequently incurred by the indemnified party in
     connection with the defense thereof other than the reasonable costs of
     investigation; provided, however, that an indemnified party shall have the
                    --------  -------
     right to employ its own counsel in any such action, but the fees, expenses
     and other charges of such counsel for the indemnified party will be at the
     expense of such indemnified party unless (1) the employment of counsel by
     the indemnified party has been authorized in writing by the indemnifying
     party, (2) the indemnified party has reasonably concluded (based upon
     advice of counsel to the indemnified party) that there may be legal
     defenses available to it or other indemnified parties that are different
     from or in addition to those available to the indemnifying party, (3) a
     conflict or potential conflict exists (based upon advice of counsel to the
     indemnified party) between the indemnified party and the indemnifying party
     (in which case the indemnifying party will not have the right to direct the
     defense of such action on behalf of the indemnified party) or (4) the
     indemnifying party has not in fact employed counsel reasonably satisfactory
     to the indemnified party to assume the defense of such action within a
     reasonable time after receiving notice of the commencement of the action,
     in each of which cases the reasonable fees, disbursements and other charges
     of counsel will be at the expense of the indemnifying party or parties. It
     is understood that the indemnifying party or parties shall not, in
     connection with any proceeding or related proceedings in the same
     jurisdiction, be liable for the reasonable fees, disbursements and other
     charges of more than one separate firm of attorneys (in addition to any
     local counsel) at any one time for all such indemnified party or parties.
     Each indemnified party, as a condition of the indemnity agreements
     contained in Sections 6(a) and 6(b), shall use all reasonable efforts to
     cooperate with the indemnifying party in the defense of any such action or
     claim. No indemnifying party shall be liable for any settlement of any such
     action effected without its written consent (which consent shall not be
     unreasonably withheld), but if settled with its written consent or if there
     be a final judgment for the plaintiff in any such action, the indemnifying
     party agrees to indemnify and hold harmless any indemnified party from and
     against any loss or liability by reason of such settlement or judgment. No
     indemnifying party shall, without the prior written consent of the
     indemnified party (which consent shall not be unreasonably withheld),
     effect any settlement of any pending or threatened proceeding in respect of
     which any indemnified party is or could have been a party and indemnity
     could have been sought hereunder by such indemnified party, unless such
     settlement includes an unconditional release of such indemnified party from
     all liability on claims that are the subject matter of such proceeding.

                                       10
<PAGE>
 
          7.  Contribution.  If the indemnification provided for in Section 6 is
              ------------   
unavailable or insufficient to hold harmless an indemnified party under Section
6(a) or 6(b), then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in respect
thereof, (i) in such proportion as shall be appropriate to reflect the relative
benefits received by the Issuers from the offering and sale of the Notes, on the
one hand, and a Holder with respect to the sale by such Holder of Notes,
Exchange Notes or Private Exchange Notes, on the other, or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Issuers on
the one hand and such Holder on the other with respect to the statements or
omissions that resulted in such loss, claim, damage or liability, or action in
respect thereof, as well as any other relevant equitable considerations. The
relative benefits received by the Issuers on the one hand and a Holder on the
other with respect to such offering and such sale shall be deemed to be in the
same proportion as the total net proceeds from the offering of the Notes (before
deducting expenses) received by or on behalf of the Issuers as set forth in the
table on the cover of the Offering Memorandum, on the one hand, bear to the
total proceeds received by such Holder with respect to its sale of Notes,
Exchange Notes or Private Exchange Notes, on the other. The relative fault shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to the Issuers or information supplied by the Issuers on
the one hand or to any Holders' Information supplied by such Holder on the
other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The parties hereto agree that it would not be just and equitable if
contributions pursuant to this Section 7 were to be determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to herein. The amount paid or payable by
an indemnified party as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in this Section 7 shall be deemed
to include, for purposes of this Section 7, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending or preparing to defend any such action or claim. Notwithstanding
the provisions of this Section 7, an indemnifying party that is a Holder of
Notes, Exchange Notes or Private Exchange Notes shall not be required to
contribute any amount in excess of the amount by which the total price at which
the Notes, Exchange Notes or Private Exchange Notes sold by such indemnifying
party to any purchaser exceeds the amount of any damages which such indemnifying
party has otherwise paid or become liable to pay by reason of any untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.

          8.  Rules 144 and 144A. The Issuers shall use their reasonable best
              ------------------
efforts to file the reports required to be filed by it under the Securities Act
and the Exchange Act in a timely manner and, if at any time the Issuers are not
required to file such reports, it will, upon the written request of any Holder
of Transfer Restricted Securities, make publicly available other information so
long as necessary to permit sales of such Holder's securities pursuant to Rules
144 and 144A. The Issuers covenant that they will take such further action as
any Holder of Transfer Restricted Securities may reasonably request, all to the
extent required from time to time to enable such Holder to sell Transfer
Restricted Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rules 144 and 144A (including, without
limitation, the requirements of Rule 144A(d)(4)). Upon the written request of
any Holder of Transfer Restricted Securities, the Issuers shall deliver to such
Holder a written statement as to whether it has complied with such requirements.
Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to
require the Issuers to register any of their securities pursuant to the Exchange
Act.

          9.  Underwritten Registrations. If any of the Transfer Restricted
              --------------------------
Securities covered by any Shelf Registration Statement are to be sold in an
underwritten offering, the investment banker or investment bankers and manager
or managers that will administer the offering will be selected by the Holders of
a

                                       11
<PAGE>
 
majority in aggregate principal amount of such Transfer Restricted Securities
included in such offering, subject to the consent of the Issuers (which shall
not be unreasonably withheld or delayed), and such Holders shall be responsible
for all underwriting commissions and discounts in connection therewith.

          No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

          10.  Miscellaneous.  (a) Amendments and Waivers. The provisions of
               -------------       ----------------------
this Agreement may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given, unless the
Issuers have obtained the written consent of Holders of a majority in aggregate
principal amount of the Notes, the Exchange Notes and the Private Exchange
Notes, taken as a single class. Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose Notes, Exchange Notes or
Private Exchange Notes are being sold pursuant to a Registration Statement and
that does not directly or indirectly affect the rights of other Holders may be
given by Holders of a majority in aggregate principal amount of the Notes, the
Exchange Notes and the Private Exchange Notes being sold by such Holders
pursuant to such Registration Statement.

          (b)  Notices.  All notices and other communications provided for or
               -------
     permitted hereunder shall be made in writing by hand-delivery, first-class
     mail, telecopier or air courier guaranteeing next-day delivery:

          (1)  if to a Holder, at the most current address given by such Holder
     to the Issuers in accordance with the provisions of this Section 10(b),
     which address initially is, with respect to each Holder, the address of
     such Holder maintained by the Registrar under the Indenture, with a copy in
     like manner to Chase Securities Inc.;

          (2)  if to the Initial Purchaser, initially at its address set forth
     in the Purchase Agreement; and

          (3)  if to the Issuers, initially at the address of the Issuers set
     forth in the Purchase Agreement.

          All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; one business day after
being delivered to a next-day air courier; five business days after being
deposited in the mail; and when receipt is acknowledged by the recipient's
telecopier machine, if sent by telecopier.

          (c)  Successors And Assigns. This Agreement shall be binding upon the
               ----------------------
     Issuers and their successors and assigns.

          (d)  Counterparts.  This Agreement may be executed in any number of
               ------------  
     counterparts (which may be delivered in original form or by telecopier) and
     by the parties hereto in separate counterparts, each of which when so
     executed shall be deemed to be an original and all of which taken together
     shall constitute one and the same agreement.

          (e)  Definition of Terms. For purposes of this Agreement, (a) the term
               -------------------
     "business day" means any day on which the New York Stock Exchange, Inc. is
     open for trading, (b) the term "subsidiary"

                                       12
<PAGE>
 
     has the meaning set forth in Rule 405 under the Securities Act and (c)
     except where otherwise expressly provided, the term "affiliate" has the
     meaning set forth in Rule 405 under the Securities Act.

          (f)  Headings. The headings in this Agreement are for convenience of
               --------
     reference only and shall not limit or otherwise affect the meaning hereof.

          (g)  Governing Law. This Agreement shall be governed by and construed
               -------------
     in accordance with the laws of the State of New York.

          (h)  Remedies. In the event of a breach by the Issuers or by any
               --------
     Holder of any of their obligations under this Agreement, each Holder or the
     Issuers, as the case may be, in addition to being entitled to exercise all
     rights granted by law, including recovery of damages (other than the
     recovery of damages for a breach by the Issuers of their obligations under
     Sections 1 or 2 hereof for which liquidated damages have been paid pursuant
     to Section 3 hereof), will be entitled to specific performance of its
     rights under this Agreement. The Issuers and each Holder agree that
     monetary damages would not be adequate compensation for any loss incurred
     by reason of a breach by them of any of the provisions of this Agreement
     and hereby further agree that, in the event of any action for specific
     performance in respect of such breach, they shall waive the defense that a
     remedy at law would be adequate.

          (i)  No Inconsistent Agreements. The Issuers represent, warrant and
               --------------------------
     agree that (i) they have not entered into, shall not, on or after the date
     of this Agreement, enter into any agreement that is inconsistent with the
     rights granted to the Holders in this Agreement or otherwise conflicts with
     the provisions hereof, (ii) they have not previously entered into any
     agreement which remains in effect granting any registration rights with
     respect to any of their debt securities to any person and (iii) without
     limiting the generality of the foregoing, without the written consent of
     the Holders of a majority in aggregate principal amount of the then
     outstanding Transfer Restricted Notes, they shall not grant to any person
     the right to request the Issuers to register any debt securities of the
     Issuers under the Securities Act unless the rights so granted are not in
     conflict or inconsistent with the provisions of this Agreement.

          (j)  No Piggyback on Registrations. Neither the Issuers nor any of
               ----------------------------- 
     their security holders (other than the Holders of Transfer Restricted
     Securities in such capacity) shall have the right to include any securities
     of the Issuers in any Shelf Registration or Registered Exchange Offer other
     than Transfer Restricted Notes.

          (k)  Severability. The remedies provided herein are cumulative and not
               ------------
     exclusive of any remedies provided by law. If any term, provision, covenant
     or restriction of this Agreement is held by a court of competent
     jurisdiction to be invalid, illegal, void or unenforceable, the remainder
     of the terms, provisions, covenants and restrictions set forth herein shall
     remain in full force and effect and shall in no way be affected, impaired
     or invalidated, and the parties hereto shall use their reasonable best
     efforts to find and employ an alternative means to achieve the same or
     substantially the same result as that contemplated by such term, provision,
     covenant or restriction. It is hereby stipulated and declared to be the
     intention of the parties that they would have executed the remaining terms,
     provisions, covenants and restrictions without including any of such that
     may be hereafter declared invalid, illegal, void or unenforceable.

                                       13
<PAGE>
 
          Please confirm that the foregoing correctly sets forth the agreement
among the Issuers and the Initial Purchaser.


                                        Very truly yours,

                                        MEDIACOM LLC


                                        By /s/ MARK E. STEPHAN
                                           -------------------------------- 
                                           Name:  Mark E. Stephan
                                           Title: Chief Financial Officer



                                        MEDIACOM CAPITAL CORPORATION


                                        By /s/ MARK E. STEPHAN
                                           -------------------------------- 
                                           Name:  Mark E. Stephan
                                           Title: Chief Financial Officer



Accepted:

CHASE SECURITIES INC.


By /s/ JAMES P. CASEY
   -----------------------------------
    Authorized Signatory

                                       14
<PAGE>
 
                                                                       EXHIBIT A


          Each broker-dealer that receives Exchange Notes for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Notes. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Notes received in exchange for Notes where such Notes
were acquired by such broker-dealer as a result of market-making activities or
other trading activities. The Issuers have agreed that, for a period of 180 days
after the Expiration Date (as defined herein), they will make this Prospectus
available to any broker-dealer for use in connection with any such resale. See
"Plan of Distribution."






                                      A1
<PAGE>
 
                                                                       EXHIBIT B



          Each broker-dealer that receives Exchange Notes for its own account in
exchange for Notes, where such Notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of such Exchange
Notes.  See "Plan of Distribution."




















                                      B1
<PAGE>
 
                                                                       EXHIBIT C

                              PLAN OF DISTRIBUTION


          Each broker-dealer that receives Exchange Notes for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Notes. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Notes received in
exchange for Notes where such Notes were acquired as a result of market-making
activities or other trading activities. The Issuers have agreed that, for a
period of 180 days after the Expiration Date, they will make this prospectus, as
amended or supplemented, available to any broker-dealer for use in connection
with any such resale. In addition, until _______________, 199_, all dealers
effecting transactions in the Exchange Notes may be required to deliver a
prospectus.

          The Issuers will not receive any proceeds from any sale of Exchange
Notes by broker-dealers. Exchange Notes received by broker-dealers for their own
account pursuant to the Registered Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Notes or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or at negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Notes. Any broker-dealer that resells Exchange Notes that were received by it
for its own account pursuant to the Registered Exchange Offer and any broker or
dealer that participates in a distribution of such Exchange Notes may be deemed
to be an "underwriter" within the meaning of the Securities Act and any profit
on any such resale of Exchange Notes and any commission or concessions received
by any such persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that, by acknowledging that it
will deliver and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.

          For a period of 180 days after the Expiration Date the Issuers will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Issuers have agreed to pay all expenses
incident to the Registered Exchange Offer (including the expenses of one counsel
for the Holders of the Notes) other than commissions or concessions of any
broker-dealers and will indemnify the Holders of the Notes (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.













                                      C1
<PAGE>
 
      [_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
          ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
          SUPPLEMENTS THERETO.

          Name:
          Address:
 



If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Notes.  If the undersigned is a broker-dealer that will receive Exchange Notes
for its own account in exchange for Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such Exchange Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.









                                      C2