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                                                                     Exhibit 4.2

                             MEDIACOM BROADBAND LLC
                         MEDIACOM BROADBAND CORPORATION

                            11% Senior Notes due 2013

                          REGISTRATION RIGHTS AGREEMENT

                                                              New York, New York
                                                                   June 29, 2001

Salomon Smith Barney Inc.
J.P. Morgan Securities Inc.
Credit Suisse First Boston Corporation
BMO Nesbitt Burns Corp.
Dresdner Kleinwort Wasserstein - Grantchester, Inc.
Scotia Capital (USA) Inc.
SunTrust Equitable Securities Corporation
BNY Capital Markets, Inc.
Mizuho International plc
As Initial Purchasers
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York  10048

Ladies and Gentlemen:

          Mediacom Broadband LLC, a limited liability company organized under
the laws of Delaware ("Mediacom Broadband"), and Mediacom Broadband Corporation,
a corporation organized under the laws of Delaware ("Mediacom Broadband
Corporation" and, collectively with Mediacom Broadband, the "Issuers"), propose
to issue and sell to certain purchasers (the "Initial Purchasers"), upon the
terms set forth in a purchase agreement of even date herewith (the "Purchase
Agreement"), their 11% Senior Notes due 2013 (the "Securities") relating to the
initial placement of the Securities (the "Initial Placement"). To induce the
Initial Purchasers to enter into the Purchase Agreement and to satisfy a
condition of your obligations thereunder, the Issuers agree with you for your
benefit and the benefit of the holders from time to time of the Securities
(including the Initial Purchasers) (each a "Holder" and, together, the
"Holders"), as follows:

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          1.   Definitions. Capitalized terms used herein without definition
               -----------
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following capitalized defined terms shall have the
following meanings:

          "Act" shall mean the Securities Act of 1933, as amended, and the rules
and regulations of the Commission promulgated thereunder.

          "Affiliate" of any specified Person shall mean any other Person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified Person. For purposes of this definition, control of
a Person shall mean the power, direct or indirect, to direct or cause the
direction of the management and policies of such Person whether by contract or
otherwise; and the terms "controlling" and "controlled" shall have meanings
correlative to the foregoing.

          "Broker-Dealer" shall mean any broker or dealer registered as such
under the Exchange Act.

          "Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.

          "Commission" shall mean the Securities and Exchange Commission.

          "Conduct Rules" shall have the meaning set forth in Section 4(u)
hereof.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

          "Exchange Offer Registration Period" shall mean the nine-month period
following the consummation of the Registered Exchange Offer, exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

          "Exchange Offer Registration Statement" shall mean a registration
statement of the Issuers on an appropriate form under the Act with respect to
the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

          "Exchanging Dealer" shall mean any Holder (which may include any
Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities

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that it acquired for its own account as a result of market-making activities or
other trading activities (but not directly from any Issuer or any Affiliate of
any Issuer) for New Securities.

          "Final Memorandum" shall have the meaning set forth in the Purchase
Agreement.

          "Holder" shall have the meaning set forth in the preamble hereto.

          "Indenture" shall mean the Indenture relating to the Securities, dated
as of June 29, 2001 among the Issuers and The Bank of New York, as Trustee, as
the same may be amended from time to time in accordance with the terms thereof.

          "Initial Placement" shall have the meaning set forth in the preamble
hereto.

          "Initial Purchasers" shall have the meaning set forth in the preamble
hereto.

          "Issuers" shall have the meaning set forth in the preamble hereto.

          "Losses" shall have the meaning set forth in Section 6(d) hereof.

          "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities registered under a Registration
Statement.

          "Managing Underwriters" shall mean the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering.

          "Mediacom Broadband" shall have the meaning set forth in the preamble
hereto.

          "Mediacom Broadband Corporation" shall have the meaning set forth in
the preamble hereto.

          "New Securities" shall mean debt securities of the Issuers identical
in all material respects to the Securities (except that the cash interest and
interest rate step-up provisions and the transfer restrictions shall be modified
or eliminated, as appropriate) and to be issued under the Indenture or the New
Securities Indenture.

          "New Securities Indenture" shall mean an indenture among the Issuers
and the New Securities Trustee, identical in all material respects to the
Indenture (except that the cash interest and interest rate step-up provisions
will be modified or eliminated, as appropriate).

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                  "New Securities Trustee" shall mean a bank or trust company
reasonably satisfactory to the Initial Purchasers, as trustee with respect to
the New Securities under the New Securities Indenture.

                  "Person" shall mean an individual, trustee, corporation,
partnership, limited liability company, joint stock company, trust,
unincorporated association, union, business association, firm or other legal
entity.

                  "Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Securities or the New Securities covered
by such Registration Statement, and all amendments and supplements thereto and
all material incorporated by reference therein.

                  "Purchase Agreement" shall have the meaning set forth in the
preamble hereto.

                  "Registered Exchange Offer" shall mean the proposed offer of
the Issuers to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Securities.

                  "Registration Statement" shall mean any Exchange Offer
Registration Statement or Shelf Registration Statement that covers any of the
Securities or the New Securities pursuant to the provisions of this Agreement,
any amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained
therein), all exhibits thereto and all material incorporated by reference
therein.

                  "Securities" shall have the meaning set forth in the preamble
hereto.

                  "Shelf Registration" shall mean a registration effected
pursuant to Section 3 hereof.

                  "Shelf Registration Period" shall have the meaning set forth
in Section 3(b) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Issuers pursuant to the provisions of Section 3
hereof which covers some or all of the Securities or New Securities, as
applicable, on an appropriate form under Rule 415 under the Act, or any similar
rule that may be adopted by the Commission, amendments and supplements to such
registration statement, including post-effective amendments, in each case
in-

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including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

            "Trustee" shall mean the trustee with respect to the Securities
under the Indenture.

            "underwriter" shall mean any underwriter of Securities in connection
with an offering thereof under a Shelf Registration Statement.

            2.   Registered Exchange Offer. (a) The Issuers shall prepare and,
                 -------------------------
not later than 180 days following the date of the original issuance of the
Securities (or if such 180th day is not a Business Day, the next succeeding
Business Day), shall use their best efforts to file with the Commission the
Exchange Offer Registration Statement with respect to the Registered Exchange
Offer. The Issuers shall use their best efforts to cause the Exchange Offer
Registration Statement to become effective under the Act within 300 days of the
date of the original issuance of the Securities (or if such 300th day is not a
Business Day, the next succeeding Business Day).

           (b)   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 Securities for New Securities (assuming that such Holder is
not an Affiliate of any Issuer, acquires the New Securities in the ordinary
course of such Holder's business, has no arrangements with any Person to
participate in the distribution of the New Securities and is not prohibited by
any law or policy of the Commission from participating in the Registered
Exchange Offer) to trade such New Securities from and after their receipt
without any limitations or restrictions under the Act and without material
restrictions under the securities laws of a substantial proportion of the
several states of the United States.

            (c)  In connection with the Registered Exchange Offer, the Issuers
shall:

                 (i)    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;

                 (ii)   keep the Registered Exchange Offer open for not less
          than 20 Business Days and not more than 30 Business Days after the
          date notice thereof is mailed to the Holders (or, in each case, longer
          if required by applicable law);

                 (iii)  use their best efforts to keep the Exchange Offer
          Registration Statement continuously effective under the Act,
          supplemented and amended as re-

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          quired, under the Act to ensure that it is available for sales of New
          Securities by Exchanging Dealers during the Exchange Offer
          Registration Period;

               (iv)   utilize the services of a depositary for the Registered
          Exchange Offer with an address in the Borough of Manhattan in New York
          city, which may be the Trustee, the New Securities Trustee or an
          Affiliate of either of them;

               (v)    permit Holders to withdraw tendered Securities at any time
          prior to the close of business, New York time, on the last Business
          Day on which the Registered Exchange Offer is open;

               (vi)   prior to effectiveness of the Exchange Offer Registration
          Statement, provide a supplemental letter to the Commission (A) stating
          that the Issuers are conducting the Registered Exchange Offer in
          reliance on the position of the Commission in Exxon Capital Holdings
                                                        ----------------------
          Corporation (pub. avail. May 13, 1988), Morgan Stanley and Co., Inc.
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          (pub. avail. June 5, 1991); and (B) including a representation that
          the Issuers have not entered into any arrangement or understanding
          with any Person to distribute the New Securities to be received in the
          Registered Exchange Offer and that, to the best of the Issuers'
          information and belief, each Holder participating in the Registered
          Exchange Offer is acquiring the New Securities in the ordinary course
          of business and has no arrangement or understanding with any Person to
          participate in the distribution of the New Securities; and

               (vii)  comply in all respects with all applicable laws.

           (d) As soon as practicable after the close of the Registered Exchange
Offer, the Issuers shall:

               (i)    accept for exchange all Securities tendered and not
          validly withdrawn pursuant to the Registered Exchange Offer;

               (ii)   deliver to the Trustee for cancellation in accordance with
          Section 4(s) all Securities so accepted for exchange; and

               (iii)  cause the New Securities Trustee promptly to authenticate
          and deliver to each Holder of Securities a principal amount of New
          Securities equal to the principal amount of the Securities of such
          Holder so accepted for exchange.

           (e) Each Holder hereby acknowledges and agrees that any Broker-Dealer
and any such Holder using the Registered Exchange Offer to participate in a
distribution of the New Securities (x) could not under Commission policy as in
effect on the date of this Agree-

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ment rely on the position of the Commission in Morgan Stanley and Co., Inc.
                                               ---------------------------
(pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail.
                               ----------------------------------
May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling
dated July 2, 1993 and similar no-action letters; and (y) must comply with the
registration and prospectus delivery requirements of the Act in connection with
any secondary resale transaction must be covered by an effective registration
statement containing the selling security holder information required by Item
507 or 508, as applicable, of Regulation S-K under the Act if the resales are of
New Securities obtained by such Holder in exchange for Securities acquired by
such Holder directly from any Issuer or one of its Affiliates. Accordingly, 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 New Securities received by such Holder will be acquired in
     the ordinary course of business;

          (ii)   such Holder will have no arrangement or understanding with any
     Person to participate in the distribution of the Securities or the New
     Securities within the meaning of the Act; and

          (iii)  such Holder is not an Affiliate of the Issuers.

      (f) If any Initial Purchaser determines that it is not eligible to
participate in the Registered Exchange Offer with respect to the exchange of
Securities constituting any portion of an unsold allotment, at the request of
such Initial Purchaser, the Issuers shall issue and deliver to such Initial
Purchaser or the Person purchasing New Securities registered under a Shelf
Registration Statement as contemplated by Section 3 hereof from such Initial
Purchaser, in exchange for such Securities, a like principal amount of New
Securities. The Issuers shall use their best efforts to cause the CUSIP Service
Bureau to issue the same CUSIP number for such New Securities as for New
Securities issued pursuant to the Registered Exchange Offer.

      3. Shelf Registration. (a)If (i) due to any change in law or applicable
         ------------------
interpretations thereof by the Commission's staff, the Issuers determine upon
advice of their outside counsel that they are not permitted to effect the
Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any
other reason the Registered Exchange Offer is not consummated within 360 days of
the date hereof; (iii) any Initial Purchaser so requests with respect to
Securities that are not eligible to be exchanged for New Securities in the
Registered Exchange Offer and that are held by it following consummation of the
Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is
not eligible to participate in the Registered Exchange Offer; or (v) in the case
of any Initial Purchaser that participates in the Registered Exchange Offer or
acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser
does not receive freely tradeable New Securities in exchange for Securities
constituting any portion of an unsold allotment (it being understood that (x)
the requirement that an

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Initial Purchaser deliver a Prospectus containing the information required by
Item 507 or 508 of Regulation S-K under the Act in connection with sales of New
Securities acquired in exchange for such Securities shall result in such New
Securities being not "freely tradeable"; and (y) the requirement that an
Exchanging Dealer deliver a Prospectus in connection with sales of New
Securities acquired in the Registered Exchange Offer in exchange for Securities
acquired as a result of market-making activities or other trading activities
shall not result in such New Securities being not "freely tradeable"), the
Issuers shall effect a Shelf Registration Statement in accordance with
subsection (b) below.

                  (b)(i) The Issuers shall as promptly as practicable (but in no
event more than 180 days after so required or requested pursuant to this Section
3), file with the Commission and thereafter shall use their best efforts to
cause to be declared effective under the Act a Shelf Registration Statement
relating to the offer and sale of the Securities or the New Securities, as
applicable, by the Holders thereof from time to time in accordance with the
methods of distribution elected by such Holders and set forth in such Shelf
Registration Statement; provided, however, that no Holder (other than an Initial
                        --------  -------
Purchaser) shall be entitled to have the Securities held by it covered by such
Shelf Registration Statement unless such Holder agrees in writing to be bound by
all of the provisions of this Agreement applicable to such Holder; and provided,
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further, that with respect to New Securities received by an Initial Purchaser in
-------
exchange for Securities constituting any portion of an unsold allotment, the
Issuers may, if permitted by current interpretations by the Commission's staff,
file a post-effective amendment to the Exchange Offer Registration Statement
containing the information required by Item 507 or 508 of Regulation S-K, as
applicable, in satisfaction of its obligations under this subsection with
respect thereto, and any such Exchange Offer Registration Statement, as so
amended, shall be referred to herein as, and governed by the provisions herein
applicable to, a Shelf Registration Statement.

                         (ii) The Issuers shall use their best efforts to keep
         the Shelf Registration Statement continuously effective, supplemented
         and amended as required by the Act, in order to permit the Prospectus
         forming part thereof to be usable by Holders for a period of two years
         from the date of issuance of the Securities or the New Securities,
         covered thereby, as applicable, or such shorter period that will
         terminate when all the Securities or New Securities, as applicable,
         covered by the Shelf Registration Statement have been sold pursuant to
         the Shelf Registration Statement (in any such case, such period being
         called the "Shelf Registration Period"). The Issuers shall be deemed
         not to have used their 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 Securities covered
         thereby not being able to offer and sell such Securities during that
         period, unless (A) such action is required by applicable law; or (B)
         such action is taken by the Issuers in good faith and for valid
         business reasons (not including avoidance of the Issuers' obligations
         hereunder), including the acquisition or divesti-

                                       -8-

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          ture of assets, so long as the Issuers promptly thereafter comply with
          the requirements of Section 4(k) hereof, if applicable.

                           (iii) The Issuers shall cause the Shelf Registration
         Statement and the related Prospectus and any amendment or supplement
         thereto, as of the effective date of the Shelf Registration Statement
         or such amendment or supplement, (A) to comply in all material respects
         with the applicable requirements of the Act and the rules and
         regulations of the Commission; and (B) not to contain any untrue
         statement of a material fact or omit to state 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.

               4. Additional Registration Procedures. In connection with any
                  ----------------------------------
Shelf Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

               (a) The Issuers shall:

                   (i)    furnish to each of you, not less than five Business
         Days prior to the filing thereof with the Commission, a copy of any
         Exchange Offer Registration Statement and any Shelf Registration
         Statement, and each amendment thereof and each amendment or supplement,
         if any, to the Prospectus included therein (including all documents
         incorporated by reference therein after the initial filing) and shall
         use their best efforts to reflect in each such document, when so filed
         with the Commission, such comments as you reasonably propose;

                   (ii)   to the extent permitted under the Act, include the
         information set forth in Annex A hereto on the front cover of the
         Prospectus included in the Exchange Offer Registration Statement, in
         Annex B hereto in the forepart of the Exchange Offer Registration
         Statement in a section setting forth details of the Exchange Offer, in
         Annex C hereto in the underwriting or plan of distribution section of
         the Prospectus contained in the Exchange Offer Registration Statement,
         and in Annex D hereto in the letter of transmittal delivered pursuant
         to the Registered Exchange Offer;

                   (iii)  if requested by an Initial Purchaser, include the
         information required by Item 507 or 508 of Regulation S-K, as
         applicable, in the Prospectus contained in the Exchange Offer
         Registration Statement; and

                   (iv)   in the case of a Shelf Registration Statement, include
         the names of the Holders that propose to sell Securities pursuant to
         the Shelf Registration Statement as selling security holders.

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<PAGE>

          (b)  The Issuers shall ensure that:

               (i)    any Registration Statement and any amendment thereto and
     any Prospectus forming part thereof and any amendment or supplement thereto
     complies in all material respects with the Act and the rules and
     regulations thereunder; and

               (ii)   any 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.

          (c)  The Issuers shall advise you, the Holders of Securities covered
by any Shelf Registration Statement and any Exchanging Dealer under any Exchange
Offer Registration Statement that has provided in writing to the Issuers a
telephone or facsimile number and address for notices, and, if requested by you
or any such Holder or Exchanging Dealer, shall confirm such advice in writing
(which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
instruction to suspend the use of the Prospectus until the Issuers shall have
remedied the basis for such suspension):

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

               (ii)   of any request by the Commission for any amendment or
     supplement to the Registration Statement or the Prospectus or for
     additional information;

               (iii)  of the issuance by the Commission of any stop order
     suspending the effectiveness of the 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 securities included
     therein for sale in any jurisdiction or the initiation of any proceeding
     for such purpose; and

               (v)    of the happening of any event that requires any change in
     the Registration Statement or the Prospectus so that, as of such date, 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 (in the case of the Prospectus, in the light of the circumstances
     under which they were made) not misleading.

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           (d)   The Issuers shall use their best efforts to obtain the
withdrawal of any order suspending the effectiveness of any Registration
Statement or the qualification of the securities therein for sale in any
jurisdiction at the earliest possible time.

           (e)   The Issuers shall furnish to each Holder of Securities covered
by any Shelf Registration Statement, without charge, at least one copy of such
Shelf Registration Statement and any post-effective amendment thereto, including
all material incorporated therein by reference, and, if the Holder so requests
in writing, all exhibits thereto (including exhibits incorporated by reference
therein).

           (f)   The Issuers shall, during the Shelf Registration Period,
deliver to each Holder of Securities covered by 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. The
Issuers consent to the use of the Prospectus or any amendment or supplement
thereto by each of the selling Holders of securities in connection with the
offering and sale of the securities covered by the Prospectus, or any amendment
or supplement thereto, included in the Shelf Registration Statement.

           (g)   The Issuers shall furnish to each Exchanging Dealer which so
requests, without charge, at least one copy of the Exchange Offer Registration
Statement and any post-effective amendment thereto, including all material
incorporated by reference therein, and, if the Exchanging Dealer so requests in
writing, all exhibits thereto (including exhibits incorporated by reference
therein).

           (h)   The Issuers shall promptly deliver to each Initial Purchaser,
each Exchanging Dealer and each other Person required to deliver a Prospectus
during the Exchange Offer Registration Period, without charge, as many copies of
the Prospectus included in such Exchange Offer Registration Statement and any
amendment or supplement thereto as any such Person may reasonably request. The
Issuers consent to the use of the Prospectus or any amendment or supplement
thereto by any Initial Purchaser, any Exchanging Dealer and any such other
Person that may be required to deliver a Prospectus following the Registered
Exchange Offer in connection with the offering and sale of the New Securities
covered by the Prospectus, or any amendment or supplement thereto, included in
the Exchange Offer Registration Statement.

           (i)   Prior to the Registered Exchange Offer or any other offering of
Securities pursuant to any Registration Statement, the Issuers shall arrange, if
necessary, for the qualification of the Securities or the New Securities for
sale under the laws of such jurisdictions as any Holder shall reasonably request
and will maintain such qualification in effect so long as required; provided
                                                                    --------
that in no event shall the Issuers be obligated to qualify to do business in any
jurisdiction where they are not then so qualified or to take any action that
would

                                      -11-

<PAGE>

subject them to service of process in suits, other than those arising out of the
Initial Placement, the Registered Exchange Offer or any offering pursuant to a
Shelf Registration Statement, in any such jurisdiction where they are not then
so subject.

          (j)    The Issuers shall cooperate with the Holders of Securities to
facilitate the timely preparation and delivery of certificates representing New
Securities or Securities to be issued or sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and
registered in such names as Holders may request.

          (k)    Upon the occurrence of any event contemplated by subsections
(c) (ii) through (v) above, the Issuers shall promptly prepare a post-effective
amendment to the applicable Registration Statement or an amendment or supplement
to the related Prospectus or file any other required document so that, as
thereafter delivered to initial purchasers of the securities included therein,
the Prospectus will not include an untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading. In such
circumstances, the period of effectiveness of the Exchange Offer Registration
Statement provided for in Section 2 and the Shelf Registration Statement
provided for in Section 3(b) shall each be extended by the number of days from
and including the date of the giving of a notice of suspension pursuant to
Section 4(c) to and including the date when the Initial Purchasers, the Holders
of the Securities and any known Exchanging Dealer shall have received such
amended or supplemented Prospectus pursuant to this Section.

          (l)    Not later than the effective date of any Registration
Statement, the Issuers shall provide a CUSIP number for the Securities or the
New Securities, as the case may be, registered under such Registration Statement
and provide the Trustee with printed certificates for such Securities or New
Securities, in a form eligible for deposit with The Depository Trust Company.

          (m)    The Issuers shall comply with all applicable rules and
regulations of the Commission and shall make generally available to its security
holders as soon as practicable after the effective date of the applicable
Registration Statement an earnings statement satisfying the provisions of
Section 11(a) of the Act.

          (n)    The Issuers shall cause the Indenture or the New Securities
Indenture, as the case may be, to be qualified under the Trust Indenture Act in
a timely manner.

          (o)    The Issuers may require each Holder of securities to be sold
pursuant to any Shelf Registration Statement to furnish to the Issuers such
information regarding the Holder and the distribution of such securities as the
Issuers may from time to time reasonably require for inclusion in such
Registration Statement. The Issuers may exclude from such

                                      -12-

<PAGE>

Shelf Registration Statement the Securities of any Holder that unreasonably
fails to furnish such information within a reasonable time after receiving such
request.

                  (p)  In the case of any Shelf Registration Statement, the
Issuers shall enter into such and take all other appropriate actions (including
if requested an underwriting agreement in customary form) in order to expedite
or facilitate the registration or the disposition of the Securities, and in
connection therewith, if an underwriting agreement is entered into, cause the
same to contain indemnification provisions and procedures no less favorable than
those set forth in Section 6 (or such other provisions and procedures acceptable
to the Majority Holders and the Managing Underwriters, if any) with respect to
all parties to be indemnified pursuant to Section 6.

                  (q)  In the case of any Shelf Registration Statement, the
         Issuers shall:

                       (i)    make reasonably available for inspection by the
         Holders of Securities to be registered thereunder, any underwriter
         participating in any disposition pursuant to such Registration
         Statement, and any attorney, accountant or other agent retained by the
         Holders or any such underwriter all relevant financial and other
         records, pertinent corporate documents and properties of the Issuers
         and their subsidiaries;

                       (ii)   cause the Issuers' officers, directors and
         employees to supply all relevant information reasonably requested by
         the Holders or any such underwriter, attorney, accountant or agent in
         connection with any such Registration Statement as is customary for
         similar due diligence examinations; provided, however, that any
                                             --------  -------
         information that is designated in writing by the Issuers, in good
         faith, as confidential at the time of delivery of such information
         shall be kept confidential by the Holders or any such underwriter,
         attorney, accountant or agent, unless such disclosure is made in
         connection with a court proceeding or required by law, or such
         information becomes available to the public generally or through a
         third party without an accompanying obligation of confidentiality;

                       (iii)  make such representations and warranties to the
         Holders of Securities registered thereunder and the underwriters, if
         any, in form, substance and scope as are customarily made by issuers to
         underwriters in primary underwritten offerings and covering matters
         including, but not limited to, those set forth in the Purchase
         Agreement;

                       (iv)   obtain opinions of counsel to the Issuers and
         updates thereof (which counsel and opinions (in form, scope and
         substance) shall be reasonably satisfactory to the Managing
         Underwriters, if any) addressed to each selling Holder and the
         underwriters, if any, covering such matters as are customarily covered
         in opinions re-

                                      -13-

<PAGE>

          quested in underwritten offerings and such other matters as may be
          reasonably requested by such Holders and underwriters;

                           (v)   obtain "cold comfort" letters and updates
          thereof from the independent certified public accountants of the
          Issuers (and, if necessary, any other independent certified public
          accountants of any subsidiary of any Issuer or of any business
          acquired by the Issuers for which financial statements and financial
          data are, or are required to be, included in the Registration
          Statement), addressed to each selling Holder of Securities registered
          thereunder and the underwriters, if any, in customary form and
          covering matters of the type customarily covered in "cold comfort"
          letters in connection with primary underwritten offerings; and

                           (vi)  deliver such documents and certificates as may
          be reasonably requested by the Majority Holders and the Managing
          Underwriters, if any, including those to evidence compliance with
          Section 4(k) and with any customary conditions contained in the
          underwriting agreement or other agreement entered into by the Issuers.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section shall
be performed at (A) the effectiveness of such Registration Statement and each
post-effective amendment thereto; and (B) each closing under any underwriting or
similar agreement as and to the extent required thereunder.

                  (r)      In the case of any Exchange Offer Registration
Statement, the Issuers shall:

                           (i)   make reasonably available for inspection by
          such Initial Purchaser, and any attorney, accountant or other agent
          retained by such Initial Purchaser, all relevant financial and other
          records, pertinent corporate documents and properties of the Issuers
          and their subsidiaries;

                           (ii)  cause the Issuers' officers, directors and
          employees to supply all relevant information reasonably requested by
          such Initial Purchaser or any such attorney, accountant or agent in
          connection with any such Registration Statement as is customary for
          similar due diligence examinations; provided, however, that any
                                              --------  -------
          information that is designated in writing by the Issuers, in good
          faith, as confidential at the time of delivery of such information
          shall be kept confidential by such Initial Purchaser or any such
          attorney, accountant or agent, unless such disclosure is made in
          connection with a court proceeding or required by law, or such
          information becomes available to the public generally or through a
          third party without an accompanying obligation of confidentiality;

                                      -14-

<PAGE>

                        (iii)  make such representations and warranties to such
         Initial Purchaser, in form, substance and scope as are customarily made
         by issuers to underwriters in primary underwritten offerings and
         covering matters including, but not limited to, those set forth in the
         Purchase Agreement;

                        (iv)   obtain opinions of counsel to the Issuers and
         updates thereof (which counsel and opinions (in form, scope and
         substance) shall be reasonably satisfactory to such Initial Purchaser
         and their counsel) addressed to such Initial Purchaser, covering such
         matters as are customarily covered in opinions requested in
         underwritten offerings and such other matters as may be reasonably
         requested by such Initial Purchaser or their counsel;

                        (v)    obtain "cold comfort" letters and updates
         thereof from the independent certified public accountants of the
         Issuers (and, if necessary, any other independent certified public
         accountants of any subsidiary of the Issuers or of any business
         acquired by the Issuers for which financial statements and financial
         data are, or are required to be, included in the Registration
         Statement), addressed to such Initial Purchaser, in customary form and
         covering matters of the type customarily covered in "cold comfort"
         letters in connection with primary underwritten offerings, or if
         requested by such Initial Purchaser or their counsel in lieu of a "cold
         comfort" letter, an agreed-upon procedures letter under Statement on
         Auditing Standards No. 35, covering matters requested by such Initial
         Purchaser or their counsel; and

                        (vi)   deliver such documents and certificates as may be
         reasonably requested by such Initial Purchaser or its counsel,
         including those to evidence compliance with Section 4(k) and with
         conditions customarily contained in underwriting agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
Section shall be performed at the close of the Registered Exchange Offer and the
effective date of any post-effective amendment to the Exchange Offer
Registration Statement.

                  (s)   If a Registered Exchange Offer is to be consummated,
upon delivery of the Securities by Holders to the Issuers (or to such other
Person as directed by the Issuers) in exchange for the New Securities, the
Issuers shall mark, or caused to be marked, on the Securities so exchanged that
such Securities are being canceled in exchange for the New Securities. In no
event shall the Securities be marked as paid or otherwise satisfied.

                  (t)   The Issuers will use their best efforts (i) if the
Securities have been rated prior to the initial sale of such Securities, to
confirm such ratings will apply to the Securities or the New Securities, as the
case may be, covered by a Registration Statement; or (ii) if the Securities were
not previously rated, to cause the Securities covered by a Registration

                                      -15-

<PAGE>

Statement to be rated with at least one nationally recognized statistical rating
agency, if so requested by Majority Holders with respect to the related
Registration Statement or by any Managing Underwriters.

                  (u) In the event that any Broker-Dealer shall underwrite any
Securities or participate as a member of an underwriting syndicate or selling
group or "assist in the distribution" (within the meaning of the Conduct Rules
of the National Association of Securities Dealers, Inc. (the "Conduct Rules"))
thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or otherwise,
assist such Broker-Dealer in complying with the requirements of such Conduct
Rules, including, without limitation, by:

                      (i)   if such Conduct Rules shall so require, engaging a
         "qualified independent underwriter" (as defined in such Conduct Rules)
         to participate in the preparation of the Registration Statement, to
         exercise usual standards of due diligence with respect thereto and, if
         any portion of the offering contemplated by such Registration Statement
         is an underwritten offering or is made through a placement or sales
         agent, to recommend the yield of such Securities;

                      (ii)  indemnifying any such qualified independent
         underwriter to the extent of the indemnification of underwriters
         provided in Section 6 hereof; and

                      (iii) providing such information to such Broker-Dealer
         as may be required in order for such Broker-Dealer to comply with the
         requirements of such Rules.

                  (v) The Issuers shall use their best efforts to take all other
steps necessary to effect the registration of the Securities or the New
Securities, as the case may be, covered by a Registration Statement.

                  5.  Registration Expenses. The Issuers shall bear all expenses
                      ---------------------
incurred in connection with the performance of their obligations under Sections
2, 3 and 4 hereof and, in the event of any Shelf Registration Statement, will
reimburse the Holders for the reasonable fees and disbursements of one firm or
counsel designated by the Majority Holders to act as counsel for the Holders in
connection therewith, and, in the case of any Exchange Offer Registration
Statement, will reimburse the Initial Purchasers for the reasonable fees and
disbursements of counsel acting in connection therewith.

                  6.  Indemnification and Contribution. (a) The Issuers jointly
                      --------------------------------
and severally agree to indemnify and hold harmless each Holder of Securities or
New Securities, as the case may be, covered by any Registration Statement
(including each Initial Purchaser and each Affiliate thereof and, with respect
to any Prospectus delivery as contemplated in Section 4(h) hereof, each
Exchanging Dealer), the directors, officers, employees and agents of each such

                                      -16-

<PAGE>

Holder and each Person who controls any such Holder within the meaning of either
the Act or the Exchange Act against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may become subject
under the Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement as originally filed or in any amendment thereof, or
in any preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agree to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
                                               --------  -------
Issuers will not be liable in any case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to the
Issuers by or on behalf of any such Holder specifically for inclusion therein.
This indemnity agreement will be in addition to any liability which the Issuers
may otherwise have.

                  The Issuers also jointly and severally agree to indemnify or
contribute as provided in Section 6(d) to Losses of each underwriter of
Securities or New Securities, as the case may be, registered under a Shelf
Registration Statement, their directors, officers, employees or agents and each
Person who controls such underwriter on substantially the same basis as that of
the indemnification of the Initial Purchasers and the selling Holders provided
in this Section 6(a) and shall, if requested by any Holder, enter into an
underwriting agreement reflecting such agreement, as provided in Section 4(p)
hereof.

                  (b) Each Holder of securities covered by a Registration
Statement (including each Initial Purchaser and each Affiliate thereof and, with
respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each
Exchanging Dealer) severally agrees to indemnify and hold harmless the Issuers,
each of their directors, each of their officers who signs such Registration
Statement and each Person who controls the Issuers within the meaning of either
the Act or the Exchange Act, to the same extent as the foregoing indemnity from
the Issuers to each such Holder, but only with reference to written information
relating to such Holder furnished to the Issuers by or on behalf of such Holder
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which
any such Holder may otherwise have.

                  (c) Promptly after receipt by an indemnified party under this
Section 6 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section, notify the indemnify-

                                      -17-

<PAGE>

ing party in writing of the commencement thereof; but the failure so to notify
the indemnifying party (i) will not relieve it from liability under paragraph
(a) or (b) above unless and to the extent it did not otherwise learn of such
action and such failure results in the forfeiture by the indemnifying party of
substantial rights and defenses; and (ii) will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b) above. The
indemnifying party shall be entitled to appoint counsel of the indemnifying
party's choice at the indemnifying party's expense to represent the indemnified
party in any action for which indemnification is sought (in which case the
indemnifying party shall not thereafter be responsible for the fees and expenses
of any separate counsel retained by the indemnified party or parties except as
set forth below); provided, however, that such counsel shall be satisfactory to
                  --------  -------
the indemnified party. Notwithstanding the indemnifying party's election to
appoint counsel to represent the indemnified party in an action, the indemnified
party shall have the right to employ separate counsel (including local counsel),
and the indemnifying party shall bear the reasonable fees, costs and expenses of
such separate counsel if (i) the use of counsel chosen by the indemnifying party
to represent the indemnified party would present such counsel with a conflict of
interest; (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party; (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action; or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.

                  (d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively
"Losses") to which such indemnified party may be subject in such proportion as
is appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which resulted in such Losses;
provided, however, that in no case shall any Initial Purchaser or any subsequent
--------  -------
Holder of any Security or New Security be responsible, in the aggregate, for any

                                      -18-

<PAGE>

amount in excess of the purchase discount or commission applicable to such
Security, or in the case of a New Security, applicable to the Security that was
exchangeable into such New Security, as set forth on the cover page of the Final
Memorandum, nor shall any underwriter be responsible for any amount in excess of
the underwriting discount or commission applicable to the securities purchased
by such underwriter under the Registration Statement which resulted in such
Losses. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the indemnifying party and the indemnified party
shall contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on the
one hand, and such indemnified party, on the other hand, in connection with the
statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Issuers shall be
deemed to be equal to the sum of (x) the total net proceeds from the Initial
Placement (before deducting expenses) as set forth on the cover page of the
Final Memorandum and (y) the total amount of additional interest which the
Issuers were not required to pay as a result of registering the securities
covered by the Registration Statement which resulted in such Losses. Benefits
received by the Initial Purchasers shall be deemed to be equal to the total
purchase discounts and commissions as set forth on the cover page of the Final
Memorandum, and benefits received by any other Holders shall be deemed to be
equal to the value of receiving Securities or New Securities, as applicable,
registered under the Act. Benefits received by any underwriter shall be deemed
to be equal to the total underwriting discounts and commissions, as set forth on
the cover page of the Prospectus forming a part of the Registration Statement
which resulted in such Losses. Relative fault shall be determined by reference
to, among other things, whether any alleged untrue statement or omission relates
to information provided by the indemnifying party, on the one hand, or by the
indemnified party, on the other hand, 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 agree that it would not be just
and equitable if contribution were determined by pro rata allocation (even if
                                                 --- ----
the Holders were treated as one entity for such purpose) or any other method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (d), no Person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section, each Person who
controls a Holder within the meaning of either the Act or the Exchange Act and
each director, officer, employee and agent of such Holder shall have the same
rights to contribution as such Holder, and each Person who controls any Issuer
within the meaning of either the Act or the Exchange Act, each officer of any
Issuer who shall have signed the Registration Statement and each director of any
Issuer shall have the same rights to contribution as the Issuers, subject in
each case to the applicable terms and conditions of this paragraph (d).

                  (e)      The provisions of this Section will remain in full
force and effect, regardless of any investigation made by or on behalf of any
Holder or the Issuers or any of the

                                      -19-

<PAGE>

officers, directors or controlling Persons referred to in this Section hereof,
and will survive the sale by a Holder of securities covered by a Registration
Statement.
                  7.   Underwritten Registrations. (a) If any of the Securities
                       --------------------------
or New Securities, as the case may be, covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the Managing Underwriters
shall be selected by the Majority Holders.

                  (b)  No Person may participate in any underwritten offering
pursuant to any Shelf Registration Statement, unless such Person (i) agrees to
sell such Person's Securities or New Securities, as the case may be, 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.

                  8.   No Inconsistent Agreements. No Issuer has, as of the date
                       --------------------------
hereof, entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof.

                  9.   Amendments and Waivers. The provisions of this Agreement,
                       ----------------------

including the provisions of this sentence, may not be amended, qualified,
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 the Majority Holders (or, after the consummation of any Registered
Exchange Offer in accordance with Section 2 hereof, of New Securities); provided
                                                                        --------
that, with respect to any matter that directly or indirectly affects the rights
of any Initial Purchaser hereunder, the Issuers shall obtain the written consent
of each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective. Notwithstanding the foregoing
(except the foregoing proviso), a waiver or consent to departure from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Securities or New Securities, as the case may be, 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 the Majority
Holders, determined on the basis of Securities or New Securities, as the case
may be, being sold rather than registered under such Registration Statement.

                  10.  Notices. All notices and other communications provided
                       -------
for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail, telex, telecopier or air courier guaranteeing overnight
delivery:

                  (a)  if to a Holder, at the most current address given by such
holder to the Issuers in accordance with the provisions of this Section, which
address initially is, with re-

                                      -20-

<PAGE>

spect to each Holder, the address of such Holder maintained by the Registrar
under the Indenture, with a copy in like manner to Salomon Smith Barney Inc.;

                  (b)      if to you, initially at the respective addresses set
forth in the Purchase Agreement; and

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

                  All such notices and communications shall be deemed to have
been duly given when received.

                  The Initial Purchasers or the Issuers by notice to the other
parties may designate additional or different addresses for subsequent notices
or communications.

                  11.      Successors. This Agreement shall inure to the
                           ----------
benefit of and be binding upon the successors and assigns of each of the
parties, including, without the need for an express assignment or any consent by
the Issuers thereto, subsequent Holders of Securities and the New Securities.
The Issuers hereby agree to extend the benefits of this Agreement to any Holder
of Securities and the New Securities, and any such Holder may specifically
enforce the provisions of this Agreement as if an original party hereto.

                  12.      Counterparts.  This agreement may be in signed
                           ------------
counterparts, each of which shall an original and all of which together shall
constitute one and the same agreement.

                  13.      Headings.  The headings used herein are for
                           --------
convenience only and shall not affect the construction hereof.

                  14.      Applicable Law.  This Agreement shall be governed by
                           --------------
and construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.

                  15.      Severability. In the event that any one of more of
                           ------------
the provisions contained herein, or the application thereof in any
circumstances, is held invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions hereof shall not be in any way
impaired or affected thereby, it being intended that all of the rights and
privileges of the parties shall be enforceable to the fullest extent permitted
by law.
                  16.      Securities Held by the Issuers, etc.  Whenever the
                           ------------------------------------
consent or approval of Holders of a specified percentage of principal amount of
Securities or New Securities is required hereunder, Securities or New
Securities, as applicable, held by any Issuer or its Af-

                                      -21-

<PAGE>

filiates (other than subsequent Holders of Securities or New Securities if such
subsequent Holders are deemed to be Affiliates solely by reason of their
holdings of such Securities or New Securities) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.

                                      -22-

<PAGE>

          If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Issuers and the several Initial Purchasers.

                                        Very truly yours,

                                        MEDIACOM BROADBAND LLC


                                             /s/
                                        By:  __________________________
                                             Name:
                                             Title:

                                        MEDIACOM BROADBAND CORPORATION


                                             /s/
                                        By:  __________________________
                                             Name:
                                             Title:

The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

SALOMON SMITH BARNEY INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
J.P. MORGAN SECURITIES INC.
BMO NESBITT BURNS INC.
DRESDNER KLEINWORT WASSERSTEIN - GRANTCHESTER, INC.
SCOTIA CAPITAL (USA) INC.
SUNTRUST EQUITABLE SECURITIES CORPORATION
BNY CAPITAL MARKETS, INC.
MIZUHO INTERNATIONAL PLC

By:   SALOMON SMITH BARNEY INC.


      /s/
By:   _______________________
      Name:
      Title:

                                      -23-




<PAGE>

                                                                         ANNEX A

          Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. 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 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 New
Securities received in exchange for Securities where such Securities were
acquired by such Broker-Dealer as a result of market-making activities or other
trading activities. The Issuers have agreed that, starting on the Expiration
Date (as defined herein) and ending on the close of business one year after the
Expiration Date, they will make this Prospectus available to any Broker-Dealer
for use in connection with any such resale. See "Plan of Distribution".


<PAGE>

                                                                         ANNEX B

          Each Broker-Dealer that receives New Securities for its own account in
exchange for Securities, where such Securities 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 New Securities. See "Plan of Distribution".


<PAGE>

                                                                         ANNEX C

                              PLAN OF DISTRIBUTION
                              --------------------

          Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. 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 New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Issuers have agreed
that, starting on the Expiration Date and ending on the close of business one
year 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 __________, 200__, all dealers effecting transactions
in the New Securities may be required to deliver a prospectus.

          The Issuers will not receive any proceeds from any sale of New
Securities by brokers-dealers. New Securities received by Broker-Dealers for
their own account pursuant to the 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 New Securities 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 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 and/or the purchasers of any such New
Securities. Any Broker-Dealer that resells New Securities that were received by
it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such New Securities may be deemed to be
an "underwriter" within the meaning of the Act and any profit of any such resale
of New Securities and any commissions or concessions received by any such
Persons may be deemed to be underwriting compensation under the 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 Act.

          For a period of one year 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 Exchange Offer (including the expenses of one counsel for the
holder of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the holders of the Securities (including any
Broker-Dealers) against certain liabilities, including liabilities under the
Act.

<PAGE>

          [If applicable, add information required by Regulation S K Items 507
and/or 508.]

                                      -27-

<PAGE>

                                                                         ANNEX D

Rider A
-------

                  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:  ___________________________
                            ___________________________

Rider B
-------

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has not arrangements or understandings with any Person to participate in
a distribution of the New Securities. If the undersigned is a Broker-Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchanged for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; 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 Act.