Proyecto 2: Implementación de un sistema de gestión del inventario de contenedores

The New Senior Notes (the ‘‘Senior 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 New Senior 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 New Senior 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 New Senior Notes, and not to any of its Subsidiaries.

The Issuers issued the original Senior Notes under an indenture dated as of July 17, 2012 (the ‘‘Senior Notes Indenture’’) among the Issuers, the Guarantors and Wilmington Trust, National Association, as Trustee. The original Senior Notes were issued in a private transaction that was not subject to the registration requirements of the Securities Act. The terms of the Senior Notes include those stated in the Senior Notes Indenture and those made part of the Senior Notes Indenture by reference to the Trust Indenture Act of 1939, as amended the (‘‘TIA’’). The Senior Notes are subject to all such terms pursuant to the provisions of the Senior Notes Indenture, and Holders of the Senior Notes are referred to the Senior Notes Indenture and the TIA for a statement thereof.

The following is a summary of the material provisions of the Senior Notes Indenture. Because this is a summary, it may not contain all the information that is important to you. You should read the Senior Notes Indenture in its entirety. Copies of the proposed form of the Senior 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 Notes. We believe that certain prospective investors in the Senior 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 Notes should not expect Finance to participate in servicing principal, interest or other amounts required to be paid on the Senior Notes. Brief Description of the Senior Notes and the Senior Note Guarantees

The Senior Notes will be:

• general unsecured senior obligations of the Issuers;

• pari passu in right of payment with any existing and future senior Indebtedness (including the Credit Agreement) 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; • senior in right of payment to all existing and any future Subordinated Indebtedness, including

the Senior Subordinated Notes, of the Issuers;

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

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

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

• pari passu in right of payment with any existing and future senior Indebtedness (including guarantees of Indebtedness under the Credit Agreement) 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;

• senior in right of payment to all existing and any future Subordinated Indebtedness of the Guarantor, including the Guarantor’s guarantee of the Senior Subordinated Notes; 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 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 Notes to receive the payments on such Senior Notes are subject to applicable procedures of The Depository Trust Company (‘‘DTC’’). If the due date for any payment in respect of any Senior 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 Notes will be issued in an aggregate principal amount of $725.0 million on the Issue Date. The Senior Notes will mature on July 15, 2019. Interest on the Senior 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 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 Notes

The Senior Notes Indenture provides for the issuance of additional senior notes having identical terms and conditions to the Senior Notes offered hereby, subject to compliance with the covenants contained in the Senior Notes Indenture (‘‘Additional Senior Notes’’). Additional Senior Notes will be part of the same issue as the Senior Notes offered hereby under the Senior Notes Indenture for all purposes, including, without limitation, waivers, amendments, redemptions and offers to purchase. Any Additional Senior Notes that the Issuers issue in the future will be identical in all respects to the Senior Notes offered in this offering, except that Additional Senior 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 Notes offered hereby for United States federal income tax purposes. Unless the context requires otherwise, references to ‘‘Senior Notes’’ for all purposes of the Senior Notes Indenture and this ‘‘Description of Senior Notes’’ include any Additional Senior Notes that are actually issued.

Payments

Principal of, and premium, if any, and interest, if any, on the Senior 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 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 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 Notes and the Senior Notes Indenture will initially be, jointly and severally, guaranteed on a senior unsecured basis (the ‘‘Senior 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 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 Note Guarantee.

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

The Senior 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 Note Guarantee as a result of being an Immaterial Subsidiary) and as otherwise permitted by the Senior 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 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 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 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 Notes; provided that such Senior Note Guarantee shall be reinstated upon the Reversion Date.

As of the date of the Senior Notes Indenture, all of the Restricted Subsidiaries of the Company are Guarantors, other than Finance (which is a co-issuer of the Senior 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 Notes. The Senior Notes and each Senior 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 Notes Indenture limits the incurrence of Indebtedness of Restricted Subsidiaries, the limitation is subject to a number of significant exceptions. Moreover, the Senior Notes Indenture does not impose any limitation on the incurrence by Restricted Subsidiaries of liabilities that are not considered Indebtedness under the Senior Notes Indenture. See ‘‘—Certain Covenants—Limitation on Indebtedness.’’

Optional Redemption

Except as set forth in the next three paragraphs, the Senior Notes are not redeemable at the option of the Issuers.

At any time prior to July 15, 2015, the Issuers may redeem the Senior Notes in whole or in part, at their option, upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to 100% of the principal amount of such Senior Notes plus the relevant Applicable Premium as of, and accrued and unpaid interest, if any, to the redemption date.

At any time and from time to time on or after July 15, 2015, the Issuers may redeem the Senior Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the Senior Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on July 15 of the year indicated below:

12-month period commencing in Year Percentage

2015 . . . 107.688% 2016 . . . 105.125% 2017 . . . 102.563% 2018 and thereafter . . . 100.000% At any time and from time to time prior to July 15, 2015, the Issuers may redeem Senior Notes with the net cash proceeds received by the Issuers from any Equity Offering at a redemption price equal to 110.250% plus accrued and unpaid interest to the redemption date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Senior Notes (including Additional Senior Notes), provided that

(1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and

(2) not less than 50% of the original aggregate principal amount of the Senior Notes issued under the Senior Notes Indenture (including any Additional Senior Notes) remains outstanding immediately thereafter (excluding Senior Notes held by the Company or any of its Restricted Subsidiaries).

Notice of redemption will be provided as set forth under ‘‘—Selection and Notice’’ below. Any redemption and notice of redemption may, at the Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent (including, in the case of a redemption related to an Equity Offering, the consummation of such Equity Offering).

If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest will be paid to the Person in whose name the Senior Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Senior Notes will be subject to redemption by the Issuers.

Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Senior Notes or portions thereof called for redemption on the applicable redemption date.

Sinking Fund

The Issuers are not required to make mandatory redemption payments or sinking fund payments with respect to the Senior Notes. However, under certain circumstances, the Company may be required to offer to purchase Senior Notes as described under the captions ‘‘Change of Control,’’ and ‘‘Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock.’’ The Company may at any time and from time to time purchase Senior Notes in the open market or otherwise.

Selection and Notice

If less than all of the Senior Notes are to be redeemed at any time, the Trustee will select the Senior Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on which the Senior Notes are listed, as certified to the Trustee by the Company, and in compliance with the requirements of DTC, or if the Senior Notes are not so listed or such exchange prescribes no method of selection and the Senior Notes are not held through DTC or DTC prescribes no method of selection, on a pro rata basis; provided, however, that no Senior Note in an unauthorized denomination shall be redeemed in part.

Notices of redemption will be delivered electronically in the case of global Senior Notes or mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder to be redeemed at its registered address, except that redemption notices may be delivered more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Senior Notes or a satisfaction and discharge of the Senior Notes Indenture.

If any Senior Note is to be redeemed in part only, the notice of redemption that relates to that Senior Note shall state the portion of the principal amount thereof to be redeemed, in which case a portion of the original Senior Note will be issued in the name of the Holder thereof upon cancellation of the original Senior Note. In the case of a global Senior Note, an appropriate notation will be made on such Senior Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Senior Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, unless the Company defaults in the payment of the redemption price, interest ceases to accrue on Senior Notes or portions of them called for redemption.

Change of Control

The Senior Notes Indenture provides that upon the occurrence of a Change of Control, unless the Company has previously or concurrently delivered a redemption notice with respect to all the

outstanding Senior Notes as described under ‘‘—Optional Redemption,’’ the Company will make an offer to purchase all of the Senior Notes (the ‘‘Change of Control Offer’’) at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchase, subject to the right of Holders of the Senior Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will deliver notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Senior Notes at the