EX-4.2



 






Exhibit 4.2


EXECUTION VERSION



MEDIACOM BROADBAND LLC

MEDIACOM BROADBAND CORPORATION




8 1/2% Senior Notes due 2015




REGISTRATION RIGHTS AGREEMENT




New York, New York

August 30, 2005




J.P. Morgan Securities Inc.

Banc of America Securities LLC

Citigroup Global Markets Inc.

Credit Suisse First Boston LLC




Wachovia Capital Markets, LLC

Deutsche Bank Securities Inc.

Harris Nesbitt Corp.


As Initial Purchasers

c/o J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017




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 8
1/2% Senior Notes due 2015 (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:




          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 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).




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




          “Holder” shall have the meaning set forth in the preamble hereto.




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          “Indenture” shall mean the Indenture relating to the Securities, dated as of August 30, 2005,
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.




          “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


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           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 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.


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          (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 required, 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, or an
Affiliate of the Trustee;




     (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), and Morgan Stanley and Co.,
Inc. (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;



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




     (iii) cause the 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 Agreement 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


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


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          (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) to the extent required under the Act, 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.



          (b) The Issuers shall ensure that:





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     (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, in light of the
circumstances under which they were made, 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.



          (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).


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          (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 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.





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          (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 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 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:





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     (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 requested 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.




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          (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; and




     (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.



          (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 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



-13-









 







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 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, in light of the circumstances under which they were made 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


-14-









 







 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 indemnifying 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


-15-









 







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.




          (c) 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 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


-16-









 







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 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 the Holders of a majority aggregate principal amount
New Securities affected thereby); provided that, with respect to any matter that directly
or indirectly affects the rights of any Initial Purchaser hereunder, the Issuers


-17-









 







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 respect 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.





-18-









 








          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 Affiliates (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.




-19-









 





     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

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	MEDIACOM BROADBAND CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


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




J.P. MORGAN SECURITIES INC.

BANC OF AMERICA LLC

CITIGROUP GLOBAL MARKETS INC.

CREDIT SUISSE FIRST BOSTON LLC

WACHOVIA CAPITAL MARKETS, LLC

DEUTSCHE BANK SECURITIES INC.

HARRIS NESBITT CORP.




	 	 	 
	By: 

	J.P. MORGAN SECURITIES INC. 
	 
	 	 
	By:
	 
	 

	 
 Name:	 
	 

	 Title:







-20-









 








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”.




 









 








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”.




 









 








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.



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







 









 








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.