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The following is a description of the 13.375% senior subordinated notes due 2019 (the ‘‘Senior Subordinated Notes’’). The new Senior Subordinated Notes will be issued by WideOpenWest

Finance, LLC (the ‘‘Company’’) and WideOpenWest Capital Corp. (‘‘Finance’’ and, together with the Company, the ‘‘Issuers,’’ ‘‘we,’’ ‘‘us’’ and ‘‘our’’). In this Description of Senior Subordinated Notes, the term ‘‘Issuers’’ refers only to the Company and Finance, as co-issuers, and any successor obligor to the Company and Finance on the Senior Subordinated Notes, and not to any of their Subsidiaries, and the ‘‘Company’’ refers only to the Company and any successor obligor to the Company on the Senior Subordinated Notes, and not to any of its Subsidiaries.

The Issuers issued the original Senior Subordinated Notes under an indenture dated as of July 17, 2012 (the ‘‘Senior Subordinated Notes Indenture’’) among the Issuers, the Guarantors and Wilmington Trust, National Association, as Trustee. The terms of the Senior Subordinated Notes include those stated in the Senior Subordinated Notes Indenture and those made part of the Senior Subordinated Notes Indenture by reference to the TIA. The Senior Subordinated Notes are subject to all such terms pursuant to the provisions of the Senior Subordinated Notes Indenture, and Holders of the Senior Subordinated Notes are referred to the Senior Subordinated Notes Indenture and the TIA for a statement thereof.

The following is a summary of the material provisions of the Senior Subordinated Notes Indenture. Because this is a summary, it may not contain all the information that is important to you. You should read the Senior Subordinated Notes Indenture in its entirety. Copies of the proposed form of the Senior Subordinated Notes Indenture are available as described under ‘‘Where You Can Find More Information.’’ You can find the definitions of certain terms used in this description under ‘‘—Certain Definitions.’’

Finance is a Wholly Owned Domestic Subsidiary of the Company, and will serve as a corporate co-issuer of the Senior Subordinated Notes. We believe that certain prospective investors in the Senior Subordinated Notes may be restricted in their ability to purchase debt securities of limited liability companies, such as the Company, unless the debt securities are jointly issued by a corporation. Finance does not, and will not, have any operations, material assets or revenues, engage in any business

activities or have any Subsidiaries. As a result, prospective investors in the Senior Subordinated Notes should not expect Finance to participate in servicing principal, interest or other amounts required to be paid on the Senior Subordinated Notes.

Brief Description of the Senior Subordinated Notes and the Senior Subordinated Note Guarantees The Senior Subordinated Notes will be:

• subordinated in right of payment with any existing and future Senior Indebtedness (including the Credit Agreement and the Senior Notes) of the Issuers, without giving effect to collateral arrangements;

• effectively subordinated to all Secured Indebtedness of the Issuers (including Indebtedness under the Credit Agreement) to the extent of the value of the assets securing such Indebtedness; • pari passu in right of payment to any future Senior Subordinated Indebtedness of the Issuers

and senior to any future Subordinated Indebtedness of the Issuers;

• initially guaranteed on a senior subordinated unsecured basis by each Guarantor; and

• structurally subordinated to any existing and future Indebtedness and other liabilities, including preferred stock, of Non-Guarantors.

The Senior Subordinated Notes and the Senior Subordinated Notes Indenture will be, jointly and severally, guaranteed on a senior subordinated unsecured basis by all of the Guarantors. See the section entitled ‘‘—Guarantees.’’

Each Senior Subordinated Note Guarantee (as defined below) will be: • a general unsecured senior subordinated obligation of the Guarantor;

• subordinated in right of payment with any existing and future Senior Indebtedness (including guarantees of Indebtedness under the Credit Agreement and the Senior Notes) of the Guarantor, without giving effect to collateral arrangements;

• effectively subordinated to all Secured Indebtedness of the Guarantor (including the Credit Agreement) to the extent of the value of the assets securing such Indebtedness;

• pari passu in right of payment to any future Senior Subordinated Indebtedness of the Guarantor and senior to any future Subordinated Indebtedness of the Guarantor; and

• structurally subordinated to any existing and future Indebtedness and other liabilities, including preferred stock, of any non-Guarantor subsidiaries of the Guarantor.

Principal, Maturity and Interest

The Senior Subordinated Notes will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The rights of Holders of beneficial interests in the Senior

Subordinated Notes to receive the payments on such Senior Subordinated Notes are subject to applicable procedures of The Depository Trust Company (‘‘DTC’’). If the due date for any payment in respect of any Senior Subordinated Notes is not a Business Day at the place at which such payment is due to be paid, the Holder thereof will not be entitled to payment of the amount due until the next succeeding Business Day at such place, and will not be entitled to any further interest or other payment as a result of any such delay.

The Senior Subordinated Notes will be issued in an aggregate principal amount of $295.0 million on the Issue Date. The Senior Subordinated Notes will mature on October 15, 2019. Interest on the Senior Subordinated Notes will accrue at the rate per annum set forth on the cover of this prospectus and will be payable, in cash, semi-annually in arrears on January 15 and July 15 of each year, to Holders of record on the immediately preceding January 1 and July 1, respectively. Interest on the Senior Subordinated Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Each interest period will end on (but not include) the relevant interest payment date.

Additional Senior Subordinated Notes

The Senior Subordinated Notes Indenture provides for the issuance of additional senior subordinated notes having identical terms and conditions to the Senior Subordinated Notes offered hereby, subject to compliance with the covenants contained in the Senior Subordinated Notes

Indenture (‘‘Additional Senior Subordinated Notes’’). Additional Senior Subordinated Notes will be part of the same issue as the Senior Subordinated Notes offered hereby under the Senior Subordinated Notes Indenture for all purposes, including, without limitation, waivers, amendments, redemptions and offers to purchase. Any Additional Senior Subordinated Notes that the Issuers issue in the future will be identical in all respects to the Senior Subordinated Notes offered in this offering, except that Additional Senior Subordinated Notes issued in the future will have different issuance prices and issuance dates and may have different CUSIP numbers and, as a result, may not be fungible with or treated as the same issue as the Senior Subordinated Notes offered hereby for United States federal income tax purposes. Unless the context requires otherwise, references to ‘‘Senior Subordinated Notes’’ for all purposes of the Senior Subordinated Notes Indenture and this ‘‘Description of Senior

Subordinated Notes’’ include any Additional Senior Subordinated Notes that are actually issued. Payments

Principal of, and premium, if any, and interest, if any, on the Senior Subordinated Notes will be payable at the office or agency of the Company maintained for such purpose or, at the option of the paying agent, payment of interest, if any, may be made by check mailed to the Holders of the Senior Subordinated Notes at their respective addresses set forth in the register of Holders provided that all payments of principal, premium, if any, and interest, if any, with respect to Senior Subordinated Notes represented by one or more global notes registered in the name of or held by DTC or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the Company’s office or agency will be the office of the Trustee maintained for such purpose.

Guarantees

The obligations of the Issuers under the Senior Subordinated Notes and the Senior Subordinated Notes Indenture will initially be, jointly and severally, guaranteed on a senior subordinated unsecured basis (the ‘‘Senior Subordinated Note Guarantees’’) by each existing and future Wholly Owned Domestic Subsidiary that guarantees the Credit Agreement and excluding Finance (which is a co-issuer of the Senior Subordinated Notes) (each, together with any Subsidiary required to become a Guarantor under the provisions of ‘‘—Certain Covenants—Limitation on Guarantees’’ below, a ‘‘Guarantor’’). As of the Issue Date, all of our Wholly Owned Domestic Subsidiaries are Guarantors.

In addition, if the Company or any of its Restricted Subsidiaries acquires or creates a Wholly Owned Domestic Subsidiary after the Issue Date, which Subsidiary guarantees the Credit Agreement or other Indebtedness of the Company or any Guarantor as provided under ‘‘—Certain Covenants— Limitation on Guarantees’’ below, the Company will cause such new Subsidiary to provide a Senior Subordinated Note Guarantee.

Each Senior Subordinated Note Guarantee will be limited to the maximum amount that would not render the Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance

provisions of the United States Bankruptcy Code or any comparable provision of foreign or state law to comply with corporate benefit, financial assistance and other laws. By virtue of this limitation, a

Guarantor’s obligation under its Senior Subordinated Note Guarantee could be significantly less than amounts payable with respect to the Senior Subordinated Notes, or a Guarantor may have effectively no obligation under its Senior Subordinated Note Guarantee. See ‘‘Risk Factors—Risks Related to the Notes.’’

The Senior Subordinated Note Guarantee of a Guarantor will terminate upon:

(1) (a) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or (b) the sale or disposition of all or substantially all the assets of the Guarantor, in the case of each of clauses (a) and (b) to a Person other than to the Company or a Restricted Subsidiary (and in the case of clause (b) provided that such Guarantor would not be required to continue to provide a Senior Subordinated Note Guarantee as a result of being an Immaterial Subsidiary) and as otherwise permitted by the Senior Subordinated Notes Indenture, in the case of each of clauses (a) and (b), other than in a Permitted Distribution,

(2) the designation in accordance with the Senior Subordinated Notes Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary,

(3) defeasance or discharge of the Senior Subordinated Notes, as provided in ‘‘—Defeasance’’ and ‘‘—Satisfaction and Discharge,’’

(4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of ‘‘Immaterial Subsidiary,’’ upon the release of the guarantee referred to in such clause,

(5) to the extent such Guarantor is also a guarantor or borrower under the Credit Agreement as in effect on the Issue Date and, at the time of release of its Senior Subordinated Note Guarantee, (x) has been released from its guarantee of, and all pledges and security, if any, granted in connection with the Credit Agreement (except a release by or as a result of a payment thereon), (y) is not an obligor under any Indebtedness (other than Indebtedness permitted to be incurred pursuant to clause (3) of the second paragraph of the covenant described under ‘‘—Certain Covenants—Limitation on Indebtedness’’) and (z) does not guarantee any Indebtedness of the Company or any of the other Guarantors, or

(6) upon the achievement of Investment Grade Status by the Senior Subordinated Notes; provided that such Senior Subordinated Note Guarantee shall be reinstated upon the Reversion Date. As of the date of the Senior Subordinated Notes Indenture, all of the Restricted Subsidiaries of the Company are Guarantors, other than Finance (which is a co-issuer of the Senior Subordinated Notes). Claims of creditors of Non-Guarantor Subsidiaries, including trade creditors, secured creditors and creditors holding debt and guarantees issued by those Subsidiaries, and claims of preferred and minority stockholders (if any) of those Subsidiaries and claims against joint ventures generally will have priority with respect to the assets and earnings of those Subsidiaries and joint ventures over the claims of creditors of the Issuers, including Holders of the Senior Subordinated Notes. The Senior

Subordinated Notes and each Senior Subordinated Note Guarantee therefore will be effectively

subordinated to creditors (including trade creditors) and preferred and minority stockholders (if any) of Subsidiaries of the Issuers (other than the Guarantors) and joint ventures. Although the Senior

Subordinated Notes Indenture limits the incurrence of Indebtedness of Restricted Subsidiaries, the limitation is subject to a number of significant exceptions. Moreover, the Senior Subordinated Notes Indenture does not impose any limitation on the incurrence by Restricted Subsidiaries of liabilities that are not considered Indebtedness under the Senior Subordinated Notes Indenture. See ‘‘—Certain Covenants—Limitation on Indebtedness.’’

Ranking

The Senior Subordinated Notes will be subordinated in right of payment to all of the Issuers’ and the Guarantors’ existing and future Senior Indebtedness and effectively subordinated to all of the Issuers’ and the Guarantors’ existing and future secured Indebtedness to the extent of the value of the

assets securing such secured Indebtedness. The Senior Subordinated Notes and the Senior

Subordinated Note Guarantees will in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Issuers and the relevant Guarantor, respectively. See ‘‘—Certain Covenants— Limitation on Layering.’’

As of December 31, 2012, the Issuers and the Guarantors had $2,662 million of Senior

Indebtedness, consisting of $1,910.4 million of borrowings under the senior secured term loan facilities Credit Agreement (not including availability under the $200.0 million senior secured revolving credit facility) (all of which borrowings are secured) and $725.0 million aggregate principal amount of Senior Notes. Our Credit Agreement was amended on April 1, 2013 to provide for the refinancing of our term loan facility and revolving facility, resulting in new a $200 Revolving Facility, $1,560.4 million Term B Facility and $400 Term B-1 Facility. As of December 31, 2012, the Issuers and the Guarantors had no Senior Subordinated Indebtedness other than under the Senior Subordinated Notes and Senior Subordinated Note guarantees.

Although the Senior Subordinated Notes Indenture contains limitations on the amount of

additional Indebtedness that the Issuers and the Guarantors may incur, under certain circumstances the amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be Senior Indebtedness. See ‘‘—Certain Covenants—Limitation on Indebtedness.’’

Subordination

Neither the Issuers nor any Guarantor is permitted to pay principal of, premium, if any, or interest on the Senior Subordinated Notes or make any payment on any Senior Subordinated Note Guarantee (or pay any other obligations relating to the Senior Subordinated Notes or the Senior Subordinated Note Guarantees, including fees, costs, expenses, indemnities and rescission or damage claims) or make any deposit pursuant to the provisions described under ‘‘—Defeasance’’ or ‘‘—Satisfaction and

Discharge’’ below or purchase, redeem or otherwise retire any Senior Subordinated Notes (collectively, ‘‘pay the notes’’) (except in the form of Permitted Junior Securities) if either of the following occurs (a ‘‘Payment Default’’):

(1) any obligation on any Designated Senior Indebtedness of the Issuers or the Guarantors is not paid in full in cash when due (after giving effect to any applicable grace period); or

(2) any other default on Designated Senior Indebtedness of the Issuers or the Guarantors occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;

unless, in either case, (a) the Payment Default has been cured or waived and any such acceleration has been rescinded or (b) all obligations under such Designated Senior Indebtedness have been paid in full in cash. Regardless of the foregoing, the Issuers are permitted to pay the Senior Subordinated Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing.

During the continuance of any default (other than a Payment Default) (a ‘‘Non-Payment Default’’) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or upon the expiration of any applicable grace or cure periods with respect to such default, the Issuers and the Guarantors are not permitted to pay the Senior Subordinated Notes or the Senior

Subordinated Note Guarantees, respectively (except in the form of Permitted Junior Securities), for a period (a ‘‘Payment Blockage Period’’) commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a ‘‘Blockage Notice’’) of such Non-Payment Default from the

Blockage Period and ending 179 days thereafter. The Payment Blockage Period will end earlier if such Payment Blockage Period is terminated:

(1) by written notice to the Trustee and the Company from the Representative or Representatives who gave such Blockage Notice;

(2) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or

(3) because all obligations under such Designated Senior Indebtedness have been paid in full in cash.

Notwithstanding the provisions described above, unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness have accelerated the maturity of such Designated Senior Indebtedness, the Issuers and related Guarantors are permitted to resume paying the Senior Subordinated Notes and the Senior Subordinated Note Guarantees after the end of such Payment Blockage Period.

The Senior Subordinated Notes and the Senior Subordinated Note Guarantees shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period. No default that existed or was continuing on the date of delivery of any Blockage Notice to the Trustee will be, or be made, the basis for a subsequent Blockage Notice unless such default has been waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Blockage Notice, that, in either case, would give rise to a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

In connection with the Senior Subordinated Notes and the Senior Subordinated Note Guarantees, in the event of any payment or distribution of the assets of the Issuers or the Guarantors upon a total or partial liquidation or dissolution or reorganization of or similar proceeding relating to the Issuers or the Guarantors or their respective property:

(1) the holders of Senior Indebtedness of the Issuers and the Guarantors will be entitled to receive payment in full in cash of such Senior Indebtedness before the Holders of the Senior