Exhibit
4.1
 EXECUTION VERSION
 
 MEDIACOM LLC
  MEDIACOM CAPITAL CORPORATION
   LAW DEBENTURE TRUST COMPANY OF NEW YORK
  Indenture




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Reconciliation and tie between Trust Indenture Act
of 1939 and Indenture, dated as of June 29, 2001 1
 Trust IndentureAct Section
    
    Indenture Section§ 310(a)(1)
    
    608§ 310(a)(2)
    
    608§ 310(b)
    
    609§ 311
    
    605§ 312(a)
    
    701§ 312(b)
    
    115, 702§ 312(c)
    
    702, 115§ 313(a)
    
    703§ 313(b)
    
    703§ 313(c)
    
    703§ 314(a)(4)
    
    1016(a)§ 314(c)(1)
    
    102§ 314(c)(2)
    
    102§ 314(e)
    
    102§ 315(a)
    
    601(a)§ 315(b)
    
    602§ 315(c)
    
    601(b)§ 315(d)
    
    601(c), 603§ 316(a)(last sentence)
    
    908§ 316(a)(1)(A)
    
    502, 512§ 316(a)(1)(B)
    
    513§ 316(b)
    
    508§ 316(c)
    
    104(iv)§ 317(a)(1)
    
    503§ 317(a)(2)
    
    504§ 317(b)
    
    1003§ 318(a)
    
    111
 
 1
    
    This reconciliation and tie shall not, for any purpose,
be deemed to be a part of the Indenture.




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TABLE OF CONTENTS
 PageARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONSECTION 101. DEFINITIONS
    
    
    1SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS
    
    
    21SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE
    
    
    22SECTION 104. ACTS OF HOLDERS
    
    
    22SECTION 105. NOTICES, ETC., TO TRUSTEE AND THE ISSUERS
    
    
    23SECTION 106. NOTICE TO HOLDERS; WAIVER
    
    
    24SECTION 107. EFFECT OF HEADINGS AND TABLE OF CONTENTS
    
    
    24SECTION 108. SUCCESSORS AND ASSIGNS
    
    
    25SECTION 109. SEVERABILITY CLAUSE
    
    
    25SECTION 110. BENEFITS OF INDENTURE
    
    
    25SECTION 111. GOVERNING LAW
    
    
    25SECTION 112. LEGAL HOLIDAYS
    
    
    25SECTION 113. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS OR INCORPORATORS
    
    
    26SECTION 114. COUNTERPARTS
    
    
    26SECTION 115. COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS
    
    
    26ARTICLE TWO
NOTE FORMSSECTION 201. FORMS GENERALLY
    
    
    26SECTION 202. RESTRICTIVE LEGENDS
    
    
    27SECTION 203. FORM OF NOTE
    
    
    30SECTION 204. FORM OF TRUSTEES CERTIFICATE OF AUTHENTICATION
    
    
    45ARTICLE THREE
THE NOTESSECTION 301. TITLE AND TERMS
    
    
    46SECTION 302. DENOMINATIONS
    
    
    47SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING
    
    
    47SECTION 304. TEMPORARY NOTES
    
    
    49SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE
    
    
    49SECTION 306. BOOK-ENTRY PROVISIONS FOR GLOBAL NOTES
    
    
    50SECTION 307. SPECIAL TRANSFER PROVISIONS
    
    
    52
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PageSECTION 308. FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS
    
    
    54SECTION 309. FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S
    
    
    56SECTION 310. MUTILATED, DESTROYED, LOST AND STOLEN NOTES
    
    
    57SECTION 311. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED
    
    
    58SECTION 312. PERSONS DEEMED OWNERS
    
    
    59SECTION 313. CANCELLATION
    
    
    59SECTION 314. COMPUTATION OF INTEREST
    
    
    59SECTION 315. CUSIP NUMBERS
    
    
    60SECTION 316. NOTE REGISTRAR AND PAYING AGENT
    
    
    60ARTICLE FOUR
SATISFACTION AND DISCHARGESECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE
    
    
    60SECTION 402. APPLICATION OF TRUST MONEY
    
    
    61ARTICLE FIVE
REMEDIESSECTION 501. EVENTS OF DEFAULT
    
    
    62SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT
    
    
    64SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE
    
    
    64SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM
    
    
    64SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES
    
    
    65SECTION 506. APPLICATION OF MONEY COLLECTED
    
    
    65SECTION 507. LIMITATION ON SUITS
    
    
    66SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST
    
    
    66SECTION 509. RESTORATION OF RIGHTS AND REMEDIES
    
    
    67SECTION 510. RIGHTS AND REMEDIES CUMULATIVE
    
    
    67SECTION 511. DELAY OR OMISSION NOT WAIVER
    
    
    67SECTION 512. CONTROL BY HOLDERS
    
    
    67SECTION 513. WAIVER OF PAST DEFAULTS
    
    
    68SECTION 514. UNDERTAKING FOR COSTS
    
    
    68ARTICLE SIX
THE TRUSTEESECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES
    
    
    69
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PageSECTION 602. NOTICE OF DEFAULTS
    
    
    70SECTION 603. CERTAIN RIGHTS OF TRUSTEE
    
    
    70SECTION 604. TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES
    
    
    71SECTION 605. MAY HOLD NOTES
    
    
    72SECTION 606. MONEY HELD IN TRUST
    
    
    72SECTION 607. COMPENSATION AND REIMBURSEMENT
    
    
    72SECTION 608. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY
    
    
    73SECTION 609. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
    
    
    73SECTION 610. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR
    
    
    74SECTION 611. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS
    
    
    75ARTICLE SEVEN
HOLDERS LISTS AND REPORTS BY
TRUSTEE AND THE ISSUERSSECTION 701. THE ISSUERS TO FURNISH TRUSTEE NAMES AND ADDRESSES
    
    
    75SECTION 702. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS
    
    
    76SECTION 703. REPORTS BY TRUSTEE
    
    
    76ARTICLE EIGHT
MERGER, CONSOLIDATION, OR SALE OF ASSETSSECTION 801. THE ISSUERS AND GUARANTORS MAY CONSOLIDATE ETC. ONLY ON CERTAIN TERMS
    
    
    76SECTION 802. SUCCESSOR SUBSTITUTED
    
    
    77ARTICLE NINE
SUPPLEMENTS, AMENDMENTS AND MODIFICATIONS TO INDENTURESECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS
    
    
    78SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS
    
    
    79SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES
    
    
    79SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES
    
    
    80SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT
    
    
    80SECTION 906. REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES
    
    
    80SECTION 907. NOTICE OF SUPPLEMENTAL INDENTURES
    
    
    80SECTION 908. TREASURY NOTES
    
    
    80ARTICLE TEN
COVENANTS
  -iii-




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PageSECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST
    
    
    81SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY
    
    
    81SECTION 1003. MONEY FOR NOTE PAYMENTS TO BE HELD IN TRUST
    
    
    81SECTION 1004. CORPORATE EXISTENCE
    
    
    83SECTION 1005. PAYMENT OF TAXES AND OTHER CLAIMS
    
    
    83SECTION 1006. COMPLIANCE WITH LAWS
    
    
    83SECTION 1007. LIMITATION ON RESTRICTED PAYMENTS
    
    
    83SECTION 1008. LIMITATION ON INDEBTEDNESS
    
    
    85SECTION 1009. LIMITATION ON AFFILIATE TRANSACTIONS
    
    
    88SECTION 1010. LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES
    
    
    90SECTION 1011. LIMITATION ON LIENS
    
    
    91SECTION 1012. CHANGE OF CONTROL
    
    
    91SECTION 1013. LIMITATION ON SALES OF ASSETS
    
    
    93SECTION 1014. REPORTS
    
    
    94SECTION 1015. LIMITATION ON BUSINESS ACTIVITIES OF MEDIACOM CAPITAL CORPORATION
    
    
    95SECTION 1016. STATEMENT BY OFFICERS AS TO DEFAULT
    
    
    95SECTION 1017. LIMITATION ON GUARANTEES OF CERTAIN INDEBTEDNESS
    
    
    96SECTION 1018. DESIGNATION OF UNRESTRICTED SUBSIDIARIES
    
    
    96ARTICLE ELEVEN
REDEMPTION OF NOTESSECTION 1101. OPTIONAL REDEMPTION
    
    
    97SECTION 1102. APPLICABILITY OF ARTICLE
    
    
    98SECTION 1103. ELECTION TO REDEEM; NOTICE TO TRUSTEE
    
    
    98SECTION 1104. SELECTION BY TRUSTEE OF NOTES TO BE REDEEMED
    
    
    98SECTION 1105. NOTICE OF REDEMPTION
    
    
    98SECTION 1106. DEPOSIT OF REDEMPTION PRICE
    
    
    99SECTION 1107. NOTES PAYABLE ON REDEMPTION DATE
    
    
    100SECTION 1108. NOTES REDEEMED IN PART
    
    
    100ARTICLE TWELVE
DEFEASANCE AND COVENANT DEFEASANCESECTION 1201. THE ISSUERS OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE
    
    
    100SECTION 1202. DEFEASANCE AND DISCHARGE
    
    
    101SECTION 1203. COVENANT DEFEASANCE
    
    
    101SECTION 1204. CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE
    
    
    102SECTION 1205. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO
  -iv-




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PageBE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS
    
    
    103SECTION 1206. REINSTATEMENT
    
    
    104ARTICLE THIRTEEN
RESTRICTED SUBSIDIARY GUARANTEESECTION 1301. UNCONDITIONAL GUARANTEE
    
    
    104SECTION 1302. SEVERABILITY
    
    
    105SECTION 1303. LIMITATION OF GUARANTORS LIABILITY
    
    
    105SECTION 1304. CONTRIBUTION
    
    
    105SECTION 1305. ADDITIONAL GUARANTORS
    
    
    105SECTION 1306. SUBORDINATION OF SUBROGATION AND OTHER RIGHTS
    
    
    106
  -v-




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Mediacom LLC
 RECITALS OF THE ISSUERS
    NOW, THEREFORE, THIS INDENTURE WITNESSETH:
  ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




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Acquired Indebtedness
 Act
 Additional Interest
 Additional Notes
 Affiliate control controlling, controlled by, under common control with
 Agent Members
 Applicable Premium
     -2-




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Asset Acquisition
 Asset Sale
 Asset Sale Proceeds
  -3-




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Asset Swap provided provided
 Asset Swap Agreement provided, however,
 Authentication Order
 Available Asset Sale Proceeds
 Bankruptcy Law
 Business Day
 Capitalized Lease Obligations
 Cash Equivalents
  -4-




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Certificated Notes
 Change of Control provided however
  -5-




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Change of Control Offer
 Change of Control Payment
 Code
 Committee Resolution
 Comparable Restriction Provisions
 Consolidated Income Tax Expense
 Consolidated Interest Expense
 Consolidated Net Income
  -6-




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Consolidated Total Indebtedness
 Continuing Member
 Controlled Subsidiary
  -7-




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Corporate Trust Office
 Covenant Defeasance
 Cumulative Credit
 Cumulative Interest Expense
 Debt to Operating Cash Flow Ratio
  -8-




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Default
 Defaulted Interest
 Depositary
 Designation
 Disqualified Equity Interest
 Distribution Compliance Period
 Equity Interest
  -9-




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Equity Offering
 Event of Default
 Excess Proceeds
 Excess Proceeds Offer
 Exchange Act
 Exchange Notes
 Exchange Offer
 Exchange Offer Registration Statement
 Executive Committee
 Existing Notes Build-Up Date
 Funding Guarantor
 Future Subsidiary Credit Facilities
  -10-




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GAAP generally accepted accounting principles
 Global Notes
 Guarantor
 Hedging Agreement
 Holder Noteholder
 Incur
 Indebtedness
  -11-




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Indenture
 Initial Notes
 Institutional Accredited Investor Certificated Note
 Institutional Accredited Investor Note
 Interest Payment Date
 Investment provided
  -12-




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Issuers
 Issuers Request
 Legal Defeasance
 Lien
 Mediacom LLC Group Credit Agreement
 Mediacom Communications
 Moodys
 Net Cash Proceeds
 Non-Recourse Indebtedness provided however
  -13-




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Note Register
 Note Registrar
 Notes
 Offering Memorandum
 Office of the Note Registrar
 Officer
 Officers Certificate
 Operating Agreement
 Operating Cash Flow
 Opinion of Counsel
  -14-




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Other Indebtedness
 Other Pari Passu Debt
 Other Pari Passu Debt Pro Rata Share
 Other Permitted Liens
  -15-




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Paying Agent
 Permitted Holder
 Permitted Indebtedness
 Permitted Investments
  -16-




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Person
 Preferred Equity Interest
 Private Placement Legend
 Productive Assets
 QIB
 Redemption Date
 refinancing
 Registration Rights Agreement
 Registration Statement
 Regular Record Date
 Regulation S Global Note
 Regulation S Note
 Reinvestment Date
 Related Business
  -17-




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Related Business Investment
 Required Filing Dates
 Restricted Payment
 Restricted Subsidiary
 Restricted Subsidiary Guarantee
 Revocation
 Rule 144A Global Note
 Rule 144A Note
 S&P
 SEC
 Securities Act
  -18-




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Shelf Registration Statement
 Significant Subsidiary
 Special Interest Payment Date
 Special Record Date
 Specified Action
 Specified Affiliate Transaction
 Stated Maturity
 Subordinated Obligations
 Subsidiary
 Subsidiary Credit Facility
  -19-




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Subsidiary Operating Cash Flow
 Successor Company
 Successor Guarantor
 TIA Trust Indenture Act
 Treasury Rate provided, however,
 Trust Officer
 Trustee
 Unrestricted Subsidiary
 U.S. Government Obligations
 Voting Equity Interests
  -20-




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Weighted Average Life to Maturity
 Wholly Owned Restricted Subsidiary
 Compliance Certificates and Opinions
        -21-




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Form of Documents Delivered to Trustee
    Acts of Holders
    -22-




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provided
  Notices, Etc., to Trustee and the Issuers
    -23-




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provided
 Notice to Holders; Waiver
    Effect of Headings and Table of Contents
   -24-




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Successors and Assigns
  Severability Clause
  Benefits of Indenture
  Governing Law
 THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK EXCLUDING (TO THE GREATEST EXTENT PERMISSIBLE BY LAW) ANY RULE OF LAW THAT
WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. UPON
THE ISSUANCE OF THE EXCHANGE NOTES OR THE EFFECTIVENESS OF THE SHELF REGISTRATION STATEMENT, THIS
INDENTURE SHALL BE SUBJECT TO THE PROVISIONS OF THE TRUST INDENTURE ACT THAT ARE REQUIRED TO BE
PART OF THIS INDENTURE AND SHALL, TO THE EXTENT APPLICABLE, BE GOVERNED BY SUCH PROVISIONS. EACH
OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK
AND THE U.S. FEDERAL COURTS, IN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN, AND WAIVES ANY
OBJECTION AS TO VENUE OR FORUM NON CONVENIENS.
 Legal Holidays
 provided
  -25-




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No Personal Liability of Directors, Officers, Employees, Stockholders or Incorporators
  Counterparts
  Communications by Holders with Other Holders
  ARTICLE TWO
NOTE FORMS
 Forms Generally
    -26-




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Restrictive Legends
    -27-




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-28-




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-29-




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Form of Note
  No.
 _____
    
    Principal Amount $_____
  
   -30-




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-31-




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MEDIACOM LLCBy:
    
    Mediacom Communications Corporation,its Managing MemberBy:
    
    /s/ Rocco B. CommissoName:
    

Rocco
B. CommissoTitle:
    

Chairman
and Chief Executive OfficerBy:
    

/s/
Mark E. StephanName:
    
    Mark E. StephanTitle:
    
    Executive
Vice President and Chief Financial OfficerMEDIACOM CAPITAL CORPORATIONBy:
    

/s/
Mark E. StephanName:
    
    Mark E. StephanTitle:
    
    Executive
Vice President and Chief Financial OfficerBy:
    

/s/
Calvin G. CraibName:
    
    Calvin G. CraibTitle:
    
    Senior
Vice President, Corporate Finance and Assistant Secretary
  -32-




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LAW DEBENTURE TRUST COMPANY OF NEW YORK,as TrusteeBy:
    
    /s/Authorized Signatory
  -33-




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Interest
   Additional Interest
 th th th th th provided however st
  -34-




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st provided further however
 Method of Payment
  Trustee, Paying Agent and Note Registrar
  Indenture
   -35-




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Optional Redemption
  Period
    
    Redemption Price2014
    
    
    104.563
    %2015
    
    
    103.042
    %2016
    
    
    101.521
    %2017 and thereafter
    
    
    100.000
    %
  provided
  -36-




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Selection
 pro rata provided pro rata pro
rata provided
 Change of Control
  Denominations; Transfer; Exchange
  Persons Deemed Owners
   -37-




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Unclaimed Money
  Defeasance
  Amendment, Waiver
  Defaults and Remedies
   -38-




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Trustee Dealings with the Issuers
  No Recourse Against Others
   -39-




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Authentication
  Abbreviations
  CUSIP Numbers
  Governing Law
 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK EXCLUDING (TO THE GREATEST EXTENT PERMISSIBLE BY LAW) ANY RULE OF LAW THAT WOULD CAUSE THE
APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.
 Restricted Subsidiary Guarantees
   
  -40-




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Date:
    
    
    
    Your Signature:
 Signature Guarantee:(Signature must be guaranteed)
     o
    1
    acquired for the undersigneds own account, without transfer; oro
    2
    transferred to the Issuers; oro
    3
    transferred pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
  -41-




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o
    4
    transferred pursuant to an effective registration statement under the Securities Act of
1933; oro
    5
    transferred pursuant to and in compliance with Regulation S under the Securities Act of
1933 (provided that the holder of such Note shall have furnished to the Trustee a signed letter
containing certain representations and agreements (the form of which letter appears as Section 309
of the Indenture)); oro
    6
    transferred to an institutional accredited investor (as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act of 1933), that has furnished to the Trustee a signed
letter containing certain representations and agreements (the form of which letter appears as
Section 308 of the Indenture); oro
    7
    transferred pursuant to another available exemption from the Registration requirements
of the Securities Act of 1933.
 provided,
however,
 Signature
  (Signature must be guaranteed)Signature
   -42-




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2
 
 2
    
    Include only for the Initial Notes and Additional Notes.  -43-




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Amount of decrease in
    
    Amount of increase in
    
    Principal Amount of this
    
    Signature of authorizedDate of
    
    Principal Amount of this
    
    Principal Amount of this
    
    Global Note following
    
    signatory of Trustee orExchange
    
    Global Note
    
    Global Note
    
    such decrease or increase
    
    Notes custodian
  -44-




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o
  Date:
    
    
    
    Your Signature:(Sign exactly as your name
appears on the other side of the
Note)
 Signature Guarantee:(Signature must be guaranteed)
  Form of Trustees Certificate of Authentication
    LAW DEBENTURE TRUST COMPANY OF NEW YORK,as TrusteeByAuthorized Signatory
  -45-




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ARTICLE THREE
THE NOTES
 Title and Terms
         -46-




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provided, however,
   Denominations
  Execution, Authentication, Delivery and Dating
     -47-




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provided
      -48-




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Temporary Notes
   Registration, Registration of Transfer and Exchange
      -49-




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provided
     Book-Entry Provisions for Global Notes
    -50-




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-51-




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Special Transfer Provisions
         -52-




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Private Placement Legend
 General
    -53-




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No Obligation of the Trustee
   Form of Certificate to Be Delivered in Connection with Transfers to
Institutional Accredited Investors
  
    -54-




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-55-




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TRANSFEREE:BY:
  Name
    
    Address
    
    Taxpayer ID Number:
   By:Name:
    
    
    
    Signature Medallion GuaranteedTitle:
 Form of Certificate to Be Delivered in Connection with Transfers
Pursuant to Regulation S
  
  Re:
    
    Mediacom LLC and Mediacom Capital Corporation
Corporation (the Issuers) 9.125% Senior Notes due 2019 (the
Notes)
  
    -56-




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Very truly yours,
[Name of Transferor]
 By:Authorized Signature
    
    
    
    Signature Medallion Guaranteed
 Mutilated, Destroyed, Lost and Stolen Notes
     -57-




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Payment of Interest; Interest Rights Preserved
 provided, however,
    -58-




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Persons Deemed Owners
  Cancellation
  Computation of Interest
   -59-




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CUSIP Numbers
 provided
 Note Registrar and Paying Agent
   ARTICLE FOUR
SATISFACTION AND DISCHARGE
 Satisfaction and Discharge of Indenture
      -60-




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Application of Trust Money
   -61-




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provided
 ARTICLE FIVE
REMEDIES
 Events of Default
        -62-




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-63-




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Acceleration of Maturity; Rescission and Annulment
 ipso facto
  Collection of Indebtedness and Suits for Enforcement by
Trustee
   Trustee May File Proofs of Claim
   -64-




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provided, however,
 Trustee May Enforce Claims Without Possession of Notes
  Application of Money Collected
    -65-




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provided
 Limitation on Suits
        Unconditional Right of Holders to Receive Principal,
Premium and Interest
   -66-




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Restoration of Rights and Remedies
  Rights and Remedies Cumulative
  Delay or Omission Not Waiver
  Control by Holders
 provided
     -67-




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Waiver of Past Defaults
    Undertaking for Costs
   -68-




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ARTICLE SIX
THE TRUSTEE
 Certain Duties and Responsibilities
           -69-




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Notice of Defaults
 provided, however,
 Certain Rights of Trustee
       -70-




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provided, however,
    Trustee Not Responsible for Recitals or Issuance of
Notes
   -71-




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May Hold Notes
  Money Held in Trust
  Compensation and Reimbursement
      -72-




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Corporate Trustee Required; Eligibility
  Resignation and Removal; Appointment of Successor
    -73-




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Acceptance of Appointment by Successor
   -74-




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Merger, Conversion, Consolidation or Succession to Business
 provided provided, however,
 ARTICLE SEVEN
HOLDERS LISTS AND REPORTS BY
TRUSTEE AND THE ISSUERS
 The Issuers to Furnish Trustee Names and Addresses
    -75-




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provided, however,
 Disclosure of Names and Addresses of Holders
  Reports by Trustee
   ARTICLE EIGHT
MERGER, CONSOLIDATION, OR SALE OF ASSETS
 The Issuers and Guarantors May Consolidate Etc.
Only on Certain Terms
  provided
  -76-




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provided
     provided
 Successor Substituted
   -77-




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ARTICLE NINE
SUPPLEMENTS, AMENDMENTS AND MODIFICATIONS TO INDENTURE
 Supplemental Indentures Without Consent of Holders
   (provided
           -78-




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Supplemental Indentures with Consent of Holders
 provided, however
        Execution of Supplemental Indentures
   -79-




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Effect of Supplemental Indentures
  Conformity with Trust Indenture Act
  Reference in Notes to Supplemental Indentures
  Notice of Supplemental Indentures
  Treasury Notes
   -80-




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ARTICLE TEN
COVENANTS
 Payment of Principal, Premium, if Any, and Interest
  Maintenance of Office or Agency
  provided, however,
 Money for Note Payments to Be Held in Trust
    -81-




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provided, however, The Wall Street Journal
  -82-




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Corporate Existence
 provided, however,
 Payment of Taxes and Other Claims
 provided, however,
 Compliance with Laws
  Limitation on Restricted Payments
   -83-




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-84-




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provided however
  Limitation on Indebtedness
 provided however
    -85-




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provided however
 provided however
  provided
  -86-




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provided however
     -87-




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provided
   Limitation on Affiliate Transactions
   -88-




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provided provided provided, further
  -89-




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Limitation on Dividends and Other Payment Restrictions Affecting
Subsidiaries
 provided provided provided
  -90-




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##### 



provided further provided
 Limitation on Liens
 provided
 Change of Control
   -91-




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provided
 provided
   -92-




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Limitation on Sales of Assets
 provided th th provided
  -93-




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Reports
   -94-




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Limitation on Business Activities of
Mediacom Capital Corporation
 provided
 Statement by Officers as to Default
   -95-




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Limitation on Guarantees of Certain Indebtedness
    Designation of Unrestricted Subsidiaries
   -96-




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ARTICLE ELEVEN
REDEMPTION OF NOTES
 Optional Redemption
   -97-




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Applicability of Article
  Election to Redeem; Notice to Trustee
  Selection by Trustee of Notes to Be Redeemed
 pro rata provided pro rata pro
rata provided
   Notice of Redemption
   -98-




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provided, however,
            Deposit of Redemption Price
   -99-




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##### 



Notes Payable on Redemption Date
 provided, however,
  Notes Redeemed in Part
 provided,
 ARTICLE TWELVE
DEFEASANCE AND COVENANT DEFEASANCE
 The Issuers Option to Effect
Legal Defeasance or Covenant Defeasance
   -100-




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Defeasance and Discharge
    Covenant Defeasance
   -101-




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##### 



Conditions to Legal Defeasance or Covenant Defeasance
        -102-




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Deposited Money and U.S. Government Obligations to
Be Held in Trust; Other Miscellaneous Provisions
     -103-




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##### 



Reinstatement
 provided, however,
 ARTICLE THIRTEEN
RESTRICTED SUBSIDIARY GUARANTEE
 Unconditional Guarantee
   -104-




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Severability
  Limitation of Guarantors Liability
  Contribution
  Additional Guarantors
   -105-




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Subordination of Subrogation and Other Rights
  [Remainder of page intentionally left blank; signature pages follow]
  -106-




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MEDIACOM LLCBy:
    Mediacom Communications Corporation,its Managing MemberBy:
    /s/ Calvin G. CraibCalvin G. CraibSenior Vice President, Corporate FinanceMEDIACOM CAPITAL CORPORATIONBy:
    /s/ Mark E. StephanMark E. StephanExecutive Vice President and Chief
Financial Officer  -107-




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LAW DEBENTURE TRUST COMPANY OF NEW YORK, as TrusteeBy:
    /s/ James D. HeaneyName:
    James D. HeaneyTitle:
    Managing Director  -108-