1110458--3/30/2006--INSIGHT_MIDWEST

related topics

{debt, indebtedness, cash}

{cost, regulation, environmental}

{product, market, service}

{system, service, information}

{investment, property, distribution}

{control, financial, internal}

{acquisition, growth, future}

We have substantial debt and significant interest payment requirements, which may adversely affect our ability to obtain financing in the future, to finance our operations and to react to changes in our business. We depend upon our operating subsidiaries for cash to fund our obligations. Our partnership agreement provides for a split-up process that may be initiated by either partner. The terms of the Insight Midwest Holdings credit facility and inability to refinance any borrowings under such facility may limit our ability to access the cash flow of our subsidiaries. The Insight Midwest Holdings credit facility requires us to comply with various financial and operating restrictions which could limit our ability to compete as well as our ability to expand. We have a history of net losses, and may not be profitable in the future. Our manager may in the future manage cable systems other than our cable systems, which may divert management resources from the management of our systems and could give rise to conflicts of interest. Our programming costs are substantial and they may increase, which could result in a decrease in profitability if we are unable to pass that increase on to our customers. The competition we face from other cable networks and alternative service providers may cause us to lose market share. We will face competition from providers of alternatives to our Internet and telephone services. Our business has been and continues to be subject to extensive governmental legislation and regulation, and changes in this legislation and regulation could increase our costs of compliance and reduce the profitability of our business. We could face considerable business and financial risk in implementing our acquisition strategy.

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1110458--3/30/2006--INSIGHT_MIDWEST_LP