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SEC Filings

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transfer of the Original Notes set forth in the legend thereon as a consequence
of the issuance of the Original Notes pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.
In general, Original Notes may not be offered or sold, unless registered under
the Securities Act, except pursuant to an exemption from, or in a transaction
not subject to, the Securities Act and applicable state securities laws. The
Company currently does not anticipate that it will register the Original Notes
under the Securities Act.
     The industry in which we operate is highly competitive and in many
instances we compete against companies with fewer regulatory burdens, easier
access to financing, greater personnel resources, greater brand name recognition
and long-standing relationships with regulatory authorities. Mergers, joint
ventures and alliances among cable television operators, Regional Bell Operating
Companies ("RBOCs"), long distance service providers, competitive local exchange
carriers ("CLECs"), wireless service providers and others may result in
providers capable of offering cable television and other telecommunications
services in direct competition with us. Additionally, the Federal Communications
Commission (the "FCC") and Congress are considering proposals to enhance the
ability of direct broadcast satellite ("DBS") providers to gain access to
additional programming, and to authorize DBS carriers to transmit local
broadcast signals to local markets on a broader basis than permitted under
current law. If DBS providers gain permission and are able to deliver local or
regional broadcast signals more broadly, cable system operators will lose a
competitive advantage over DBS providers.
     Under the Cable Television Consumer Protection and Competition Act of 1992
(the "1992 Cable Act"), franchising authorities are prohibited from granting
exclusive cable television franchises and from unreasonably refusing to award
additional competitive franchises. As a result, our cable systems are operated
under non-exclusive franchises granted by local authorities. These franchises
are subject to renewal and renegotiation from time to time. Franchising
authorities and other government or government-related entities are also allowed
to operate cable systems in their communities without obtaining franchises.
Competing operators may build systems in areas in which we hold franchises
(referred to as "overbuilds"). We are aware of overbuild situations in six of
our systems and potential overbuild situations in four of our systems
representing a total of approximately 45,000 customers. See
"Business -- Competition."
     We also face competition within the subscription television industry from
non-cable technologies for distributing television broadcast signals. Current
and potential competitors include:
     - DBS providers, which include high-power and medium-power digital
       satellite providers,
     - multichannel multipoint distribution systems or "wireless cable"
       ("MMDS"), and
     - operators of satellite master antenna television ("SMATV") systems.
     DBS systems, which distribute programming to home satellite dishes, and
MMDS systems, which distribute programming via microwave, are currently the most
prevalent of these competing technologies. Several companies have launched, or
plan to launch, DBS services that compete or may compete with our cable
television services. MMDS operators offer analog or digital technology. Analog
MMDS is limited to approximately 33 channels