Exhibit 10.1





Exhibit
10.1

 





$300,000,000




INCREMENTAL FACILITY AGREEMENT




(TRANCHE D TERM LOANS)




dated as of August 25, 2009




between




MEDIACOM ILLINOIS LLC

MEDIACOM INDIANA LLC

MEDIACOM IOWA LLC

MEDIACOM MINNESOTA LLC

MEDIACOM WISCONSIN LLC

ZYLSTRA COMMUNICATIONS CORP.

MEDIACOM ARIZONA LLC

MEDIACOM CALIFORNIA LLC

MEDIACOM DELAWARE LLC

MEDIACOM SOUTHEAST LLC




The LENDERS Party Hereto




J.P. MORGAN SECURITIES INC.




and




BANC OF AMERICA SECURITIES LLC,

as Joint Lead Arrangers and Joint Bookrunners




and




JPMORGAN CHASE BANK, N.A.,

as Administrative Agent




CREDIT SUISSE SECURITIES (USA) LLC




and




WELLS FARGO SECURITIES, LLC,

as Co-Syndication Agents




SUNTRUST ROBINSON HUMPHREY, INC.

as Documentation Agent




 





 


 









 







INCREMENTAL FACILITY AGREEMENT




(TRANCHE D TERM LOANS)




INCREMENTAL FACILITY AGREEMENT dated as of August 25, 2009, among MEDIACOM ILLINOIS LLC, a
limited liability company duly organized and validly existing under the laws of the State of
Delaware (“Mediacom Illinois”); MEDIACOM INDIANA LLC, a limited liability company duly
organized and validly existing under the laws of the State of Delaware (“Mediacom
Indiana”); MEDIACOM IOWA LLC, a limited liability company duly organized and validly existing
under the laws of the State of Delaware (“Mediacom Iowa”); MEDIACOM MINNESOTA LLC, a
limited liability company duly organized and validly existing under the laws of the State of
Delaware (“Mediacom Minnesota”); MEDIACOM WISCONSIN LLC, a limited liability company duly
organized and validly existing under the laws of the State of Delaware (“Mediacom
Wisconsin”); ZYLSTRA COMMUNICATIONS CORP., a corporation duly organized and validly existing
under the laws of the State of Minnesota (“Zylstra” and, together with Mediacom Illinois,
Mediacom Indiana, Mediacom Iowa, Mediacom Minnesota and Mediacom Wisconsin, the “Mediacom
Midwest Borrowers”); MEDIACOM ARIZONA LLC, a limited liability company duly organized and
validly existing under the laws of the State of Delaware (“Mediacom Arizona”); MEDIACOM
CALIFORNIA LLC, a limited liability company duly organized and validly existing under the laws of
the State of Delaware (“Mediacom California”); MEDIACOM DELAWARE LLC, a limited liability
company duly organized and validly existing under the laws of the State of Delaware (“Mediacom
Delaware”); and MEDIACOM SOUTHEAST LLC, a limited liability company duly organized and validly
existing under the laws of the State of Delaware (“Mediacom Southeast” and, together with
Mediacom Arizona, Mediacom California and Mediacom Delaware, the “Mediacom USA Borrowers”;
the Mediacom USA Borrowers together with the Mediacom Midwest Borrowers, the “Borrowers”);
the TRANCHE D TERM LOAN LENDERS party hereto (including each Tranche D Term Loan Lender as defined
below that becomes a party hereto pursuant to a Lender Addendum as defined below) and JPMORGAN
CHASE BANK, N.A., as Administrative Agent for the Lenders (together with its successors in such
capacity, the “Administrative Agent”).



The Borrowers, the Lenders party thereto and the Administrative Agent are parties to a Credit
Agreement dated as of October 21, 2004 (as amended, modified or supplemented and in effect from
time to time, the “Credit Agreement”).


 


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Section 2.01(d) of the Credit Agreement contemplates that at any time and from time to time,
the Borrowers may request that one or more persons (which may include the Lenders under and as
defined in the Credit Agreement) offer to enter into commitments to make Incremental Facility
Loans. The Borrowers have requested that $300,000,000 of Incremental Term Loans constituting a
single Series be made available to it on the Tranche D Term Loan Funding Date (as defined below),
of which (i) $48,250,000 aggregate principal amount will constitute Reinstating Incremental
Facility Term Loans and (ii) $251,750,000 aggregate principal amount will constitute Incremental
Facility Term Loans. The Tranche D Term Loan Lenders (as defined below) are willing to make such
loans on the terms and conditions set forth below and in accordance with the applicable provisions
of the Credit Agreement, and accordingly, the parties hereto hereby agree as follows:



ARTICLE I




DEFINED TERMS




Terms defined in the Credit Agreement are used herein as defined therein. In addition, the
following terms have the meanings specified below:




“Lender Addendum” shall mean, with respect to any Tranche D Term Loan Lender, a
Lender Addendum substantially in the form of Schedule I hereto, dated as of the date hereof
and executed and delivered by such Tranche D Term Loan Lender as provided in Section 2.06.




“Tranche D Incremental Facility Effective Date” shall mean the date on which
the conditions specified in Article IV are satisfied (or waived by the Majority Tranche D
Term Loan Lenders).




“Tranche D Term Loan” shall mean a Loan made on the Tranche D Term Loan Funding
Date pursuant to this Agreement which shall constitute a single Series of Incremental
Facility Term Loans under Section 2.01(d) of the Credit Agreement.




“Tranche D Term Loan Commitment” shall mean, with respect to each Tranche D
Term Loan Lender, the commitment of such Lender to make Tranche D Term Loans hereunder. The
amount of each Tranche D Term Loan Lender’s Tranche D Term Loan Commitment is set forth in
the Lender Addendum executed and delivered by such Tranche D Term Loan Lender. The
aggregate original amount of the Tranche D Term Loan Commitments is $300,000,000.




“Tranche D Term Loan Funding Date” shall mean September 24, 2009 (or, if such
date shall not be a Business Day, the next succeeding Business Day); provided that the
conditions specified in Article V shall have been satisfied (or waived by the Majority
Tranche D Term Loan Lenders).




“Tranche D Term Loan Lender” shall mean (a) on the date hereof, a Lender having
Tranche D Term Loan Commitments that has executed and delivered a Lender Addendum and (b)
thereafter, the Lenders from time to time holding Tranche D Term Loan Commitments or Tranche
D Term Loans after giving effect to any assignments thereof pursuant to Section 11.06 of the
Credit Agreement.




“Tranche D Term Loan Maturity Date” shall mean March 31, 2017.



ARTICLE II




TRANCHE D TERM LOANS




Section 2.01. Commitments. Subject to the terms and conditions set forth herein and
in the Credit Agreement, each Tranche D Term Loan Lender agrees to make Tranche
D Term Loans to the Borrowers in Dollars, in an aggregate principal amount equal to such
Tranche D Term Loan Lender’s Tranche D Term Loan Commitment on the Tranche D Term Loan Funding
Date. The proceeds of the Tranche D Term Loans shall be available for the refinancing of existing
Indebtedness, to the extent permitted by the Credit Agreement, the payment of fees and expenses
related thereto and any other use permitted under Section 8.16(b) of the Credit Agreement
(including the general business purposes of the Borrowers).



Section 2.02. Termination of Commitments. Unless previously terminated, the Tranche D
Term Loan Commitments shall terminate after the Borrowing of the Tranche D Term Loans on the
Tranche D Term Loan Funding Date.


 


-3-









 





Section 2.03. Repayment of Loans. The Borrowers hereby jointly and severally
unconditionally promise to pay to the Administrative Agent for the account of the Tranche D Term
Loan Lenders the principal of the Tranche D Term Loans held by such Tranche D Term Loan Lender on
each Principal Payment Date set forth in column (A) below, by an amount equal to the percentage of
the aggregate principal amount of the Tranche D Term Loans borrowed on the Tranche D Term Loan
Funding Date set forth in column (B) below:



	 	 	 	 	 
	(A)	 	(B)	 
	Principal Payment Date	 	Percentage Reduction	 
	 
	 	 	 	 
	December 31, 2009
	 	 	0.250	%
	 
	 	 	 	 
	March 31, 2010
	 	 	0.250	%
	June 30, 2010
	 	 	0.250	%
	September 30, 2010
	 	 	0.250	%
	December 31, 2010
	 	 	0.250	%
	 
	 	 	 	 
	March 31, 2011
	 	 	0.250	%
	June 30, 2011
	 	 	0.250	%
	September 30, 2011
	 	 	0.250	%
	December 31, 2011
	 	 	0.250	%
	 
	 	 	 	 
	March 31, 2012
	 	 	0.250	%
	June 30, 2012
	 	 	0.250	%
	September 30, 2012
	 	 	0.250	%
	December 31, 2012
	 	 	0.250	%
	 
	 	 	 	 
	March 31, 2013
	 	 	0.250	%
	June 30, 2013
	 	 	0.250	%
	September 30, 2013
	 	 	0.250	%
	December 31, 2013
	 	 	0.250	%
	 
	 	 	 	 
	March 31, 2014
	 	 	0.250	%
	June 30, 2014
	 	 	0.250	%
	September 30, 2014
	 	 	0.250	%
	December 31, 2014
	 	 	0.250	%
	 
	 	 	 	 
	March 31, 2015
	 	 	0.250	%
	June 30, 2015
	 	 	0.250	%
	September 30, 2015
	 	 	0.250	%
	December 31, 2015
	 	 	0.250	%
	 
	 	 	 	 
	March 31, 2016
	 	 	0.250	%
	June 30, 2016
	 	 	0.250	%
	September 30, 2016
	 	 	0.250	%
	December 31, 2016
	 	 	0.250	%
	 
	 	 	 	 
	March 31, 2017
	 	 	92.750	%






 


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To the extent not previously paid, all Tranche D Term Loans shall be due and payable on the
Tranche D Term Loan Maturity Date.



Section 2.04. Applicable Margin. The Applicable Margin for Tranche D Term Loans that
are Eurodollar Loans shall be 3.50% and the Applicable Margin for Tranche D Term Loans that are
Base Rate Loans shall be 2.50%.



Section 2.05. Eurodollar Rate Floor. Solely with respect to Tranche D Term Loans,
until the fourth anniversary of the Tranche D Term Loan Funding Date, the Eurodollar Rate shall be
as follows (in lieu of the definition otherwise applicable under the Credit Agreement):



“Eurodollar Rate” shall mean for any Eurodollar Loan for any Interest Period therefor,
a rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined by the
Administrative Agent to be equal to the greater of (x) the Eurodollar Base Rate for such Loan for
such Interest Period divided by 1 minus the Reserve Requirement (if any) for such Loan for such
Interest Period and (y) 2.00%.



Section 2.06. Delivery of Lender Addenda. Each Tranche D Term Loan Lender shall
become a party to this Agreement by delivering to the Administrative Agent a Lender Addendum duly
executed by such Tranche D Term Loan Lender, the Borrowers and the Administrative Agent.



Section 2.07. Status of Agreement. The Tranche D Term Loan Commitments of the Tranche
D Term Lenders constitute Incremental Term Loan Commitments of which (i) $48,250,000 of the Tranche
D Term Loan Commitments constitute Reinstating Incremental Facility Term Loan Commitments and (ii)
$251,750,000 of the Tranche D Term Loan Commitments constitute utilization of the $550,000,000 of
Incremental Term Loans currently available under Section 2.01(d)(iii) of the Credit Agreement. In
addition, the Tranche D Term Loan Lenders constitute Incremental Facility Term Loan Lenders and the
Tranche D Term Loans constitute a single Series of Incremental Facility Term Loans under Section
2.01(d) of the Credit Agreement.



Section 2.08. Upfront Fee. Borrowers, jointly and severally, agree to pay on the
Tranche D Term Loan Funding Date to each Tranche D Term Lender on the Tranche D Term Loan Funding
Date, as fee compensation for the funding of such Tranche D Term Lender’s Tranche D Term Loan, an
upfront fee (the “Upfront Fee”) in an amount equal to 1.50% of the stated principal amount
of such Tranche D Term Lender’s Tranche D Term Loan, payable to such Tranche D Term Lender from the
proceeds of its Tranche D Term Loans as and when funded on the Tranche D Term Loan Funding Date.
Such Upfront Fee will be in all respects fully earned, due and payable on the Tranche D Term Loan
Funding Date and non-refundable and non-creditable thereafter.



Section 2.09. Tranche D Commitment Fee. The Borrowers shall pay to the Administrative
Agent, for the account of each Tranche D Term Lender, a commitment fee (calculated based on the
actual number of days elapsed in a year of 360 days) on the amount of each Tranche D Term Lender’s
Tranche D Term Loan Commitment for the period from and including the Tranche D Incremental Facility
Effective Date to but not including the earlier of (x) the date such Tranche D Term Loan Commitment
is terminated and (y) September 24, 2009 (or, if such date is not a Business Day, the next
succeeding Business Day), at a rate per annum equal to 1.75%, which fee shall be payable on the
Tranche D Term Loan Funding Date, or if the Tranche D Term Loan Funding Date does not occur, on
September 24, 2009 (or, if such date is not a Business Day, the next succeeding Business Day).


 


-5-









 





ARTICLE III




REPRESENTATION AND WARRANTIES; NO DEFAULTS




The Borrowers represent and warrant to the Administrative Agent and the Lenders that (i) each
of the representations and warranties made by the Borrowers in Section 7 of the Credit Agreement,
and by each Obligor in the other Loan Documents to which it is a party, is true and complete on and
as of the date hereof with the same force and effect as if made on and as of the date hereof (or,
if any such representation or warranty is expressly stated to have been made as of a specific date,
as of such specific date) and as if each reference therein to the Credit Agreement or Loan
Documents included reference to this Agreement and (ii) no Default has occurred and is continuing.



ARTICLE IV




CONDITIONS TO EFFECTIVENESS




The effectiveness of this Agreement on the Tranche D Incremental Facility Effective Date is
subject to the conditions precedent that each of the following conditions shall have been satisfied
(or waived by the Majority Tranche D Term Loan Lenders):



(a) Counterparts of Agreement. The Administrative Agent shall have received duly
executed and delivered counterparts (or written evidence thereof satisfactory to the Administrative
Agent, which may include telecopy transmission of, as applicable, a signed signature page or Lender
Addendum) of (i) this Agreement from each Obligor and (ii) Lender Addenda from the Tranche D Term
Loan Lenders for aggregate Tranche D Term Loan Commitments in an amount equal to $300,000,000.



(b) Opinion of Counsel to Obligors. The Administrative Agent shall have received an
opinion, dated the Tranche D Incremental Facility Effective Date, of Sonnenschein Nath & Rosenthal
LLP, counsel to the Obligors, covering such matters as the Administrative Agent or any Tranche D
Term Loan Lender may reasonably request (and the Borrowers hereby instruct counsel to deliver such
opinion to the Tranche D Term Loan Lenders and the Administrative Agent).



(c) Organizational Documents. Such organizational documents (including, without
limitation, board of director and shareholder resolutions, member approvals and evidence of
incumbency, including specimen signatures, of officers of each Obligor) with respect to the
execution, delivery and performance of this Agreement and each other document to be delivered by
such Obligor from time to time in connection herewith and the extensions of credit hereunder as the
Administrative Agent may reasonably request (and the Administrative Agent and each Lender may
conclusively rely on such certificate until it receives notice in writing from such Obligor to the
contrary).



(d) Officer’s Certificate. A certificate of a Senior Officer, dated the Tranche D
Incremental Facility Effective Date, to the effect that (i) the representations and warranties made
by the Borrowers in Article III hereof, and by each Obligor in the other Loan Documents to which it
is a party, are true and complete on and as of the date hereof with the same force and effect as if
made on and as of such date (or, if any such representation and warranty is expressly stated to
have been made as of a specific date, as of such specific date) and (ii) no Default shall have
occurred and be continuing.



(e) Fees and Expenses. The Administrative Agent, and JPMorgan Securities Inc. and
Banc of America Securities LLC, as the Joint Lead Arrangers and Joint Bookrunners, and Credit
Suisse Securities (USA) LLC and Wells Fargo Securities, LLC, as Co-Syndication Agents, and SunTrust
Robinson Humphrey, Inc., as Documentation Agent, shall have received all fees and other amounts due
and payable
on or prior to the Tranche D Term Loan Funding Date, including, to the extent invoiced,
reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the
Borrowers hereunder.


 


-6-









 





(f) Other Documents. Such other documents as the Administrative Agent or any Tranche
D Term Loan Lender or special New York counsel to JPMCB may reasonably request.



ARTICLE V




CONDITIONS TO FUNDING




The obligations of the Tranche D Term Loan Lenders to make Tranche D Term Loans on the Tranche
D Term Loan Funding Date are subject to the conditions precedent that each of the following
conditions shall have been satisfied (or waived by the Majority Tranche D Term Loan Lenders):




(a) Absence of Default. No Default shall have occurred and be continuing.



(b) Representations and Warranties. The representations and warranties made by the
Borrowers in Section 7 of the Credit Agreement, and by each Obligor in the other Loan Documents to
which it is a party, shall be true and complete on and as of the date of the making of such Tranche
D Term Loan with the same force and effect as if made on and as of such date (or, if any such
representation or warranty is expressly stated to have been made as of a specific date, as of such
specific date).



(c) Notice of Borrowing. The Borrowers shall give the Administrative Agent notice of
the borrowing of Tranche D Term Loans as provided for Eurodollar Loans in accordance with Section
4.05 of the Credit Agreement. Such notice of borrowing shall constitute a certification by the
Borrowers to the effect set forth in clause (b) of this Article V (both as of the date of such
notice and, unless the Borrowers otherwise notify the Administrative Agent prior to the date of
such borrowing, as of the date of such borrowing).



ARTICLE VI




MISCELLANEOUS




Section 6.01. Expenses. Subject to the provisions of the Engagement Letter dated as
of August 11, 2009 among Mediacom LLC, J.P. Morgan Securities Inc., Banc of America Securities LLC,
Credit Suisse Securities (USA) LLC, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities,
LLC, the Obligors jointly and severally agree to pay, or reimburse JPMorgan Securities Inc., Banc
of America Securities LLC, Credit Suisse Securities (USA) LLC, SunTrust Robinson Humphrey, Inc. and
Wells Fargo Securities, LLC for paying, all reasonable out-of-pocket expenses incurred by JPMorgan
Securities Inc., Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, SunTrust
Robinson Humphrey, Inc. and Wells Fargo Securities, LLC and their respective Affiliates, including
the reasonable fees, charges and disbursements of special New York counsel to JPMCB, in connection
with the syndication of the Incremental Facility Loans provided for herein and the preparation of
this Agreement.


 


-7-









 





Section 6.02. Counterparts; Integration; Effectiveness. This Agreement may be
executed in counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single
contract. This Agreement shall become effective when this Agreement shall have been executed by
the Administrative Agent and when the Administrative Agent shall have received counterparts hereof
and thereof which, when taken together,
bear the signatures of each of the other parties hereto and thereto, and thereafter shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy
shall be effective as delivery of a manually executed counterpart of this Agreement.



Section 6.03. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the law of the State of New York.



Section 6.04. Headings. Article and Section headings used herein are for convenience
of reference only, are not part of this Agreement and shall not affect the construction of, or be
taken into consideration in interpreting, this Agreement.


 


-8-









 





IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	MEDIACOM ILLINOIS LLC	 	 
	 	 	MEDIACOM INDIANA LLC	 	 
	 	 	MEDIACOM IOWA LLC	 	 
	 	 	MEDIACOM MINNESOTA LLC	 	 
	 	 	MEDIACOM WISCONSIN LLC	 	 
	 	 	MEDIACOM ARIZONA LLC	 	 
	 	 	MEDIACOM CALIFORNIA LLC	 	 
	 	 	MEDIACOM DELAWARE LLC	 	 
	 	 	MEDIACOM SOUTHEAST LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By: Mediacom LLC, Member	 	 
	 	 	By: Mediacom Communications	 	 
	 	 	Corporation, Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Calvin Craib	 	 
	 

	 	 	 	 

Name:  Calvin Craib
	 	 
	 

	 	 	 	Title:   Senior Vice
President, Corporate Finance and Business Development	 	 
	 
	 	 	 	 	 	 
	 	 	ZYLSTRA COMMUNICATIONS CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Mark E. Stephan	 	 
	 

	 	 	 	 

Name:  Mark E. Stephan
	 	 
	 

	 	 	 	Title:   Executive
Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	c/o Mediacom LLC	 	 
	 	 	100 Crystal Run Road	 	 
	 	 	Middletown, New York 10941	 	 
	 
	 	 	 	 	 	 
	 	 	Attention: Mark E. Stephan	 	 
	 
	 	 	 	 	 	 
	 	 	Telecopier No.: (845) 695-2639	 	 
	 	 	Telephone No.: (845) 695-2600	 	 






[Incremental Facility Agreement Signature Page]




 


 









 







	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,	 	 
	 	 	as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Ann B. Kerns	 	 
	 

	 	 	 	 

Name:  Ann B. Kerns
	 	 
	 

	 	 	 	Title:   Vice
President	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notices to	 	 
	 	 	JPMorgan Chase Bank, N.A.,	 	 
	 	 	as Administrative Agent:	 	 
	 
	 	 	 	 	 	 
	 	 	JPMorgan Chase Bank, N.A.	 	 
	 	 	1111 Fannin Street, 10th Floor	 	 
	 	 	Houston, Texas 77002-8069	 	 
	 	 	Attention: Loan and Agency Services Group	 	 
	 
	 	 	 	 	 	 
	 	 	Telephone No.: 713-750-2102	 	 
	 	 	Telecopier No.: 713-750-2782	 	 






[Incremental Facility Agreement Signature Page]




 


 









 







By its signature below, the undersigned hereby consents to the foregoing Incremental Facility
Agreement and confirms that the Tranche D Term Loans shall constitute “Guaranteed Obligations”
under the Guarantee and Pledge Agreement under and as defined in said Credit Agreement for all
purposes of said Guarantee and Pledge Agreement and shall be entitled to the benefits of the
guarantee and security provided under the Guarantee and Pledge Agreement.



MEDIACOM LLC




By: Mediacom Communications Corporation,

Member



	 	 	 	 	 
	By:
	 	/s/ Calvin Craib	 	 
	 

	 	 

Name:  Calvin Craib
	 	 
	 

	 	Title:   Senior Vice
President Corporate Finance and Business Development	 	 






Address for Notices:



100 Crystal Run Road

Middletown, New York 10941

Attention: Mark Stephan

Telecopier No.: (845) 695-2639

Telephone No.: (845) 695-2600




[Incremental Facility Agreement Signature Page]




 


 









 







	 	 	 	 	 
	MEDIACOM MANAGEMENT CORPORATION	 	 
	 
	 	 	 	 
	By:
	 	/s/ Mark E. Stephan	 	 
	 

	 	 

Name:  Mark E. Stephan
	 	 
	 

	 	Title:   Senior Vice
President and Chief Financial Officer	 	 






Address for Notices:



c/o Mediacom LLC

100 Crystal Run Road

Middletown, New York 10941

Attention: Mark Stephan

Telecopier No.: (845) 695-2639

Telephone No.: (845) 695-2600




[Incremental Facility Agreement Signature Page]




 


 









 







	 
	MEDIACOM INDIANA PARTNERCO LLC







	 	 	 	 	 
	By: Mediacom LLC, Member

	 	 
	By: Mediacom Communications Corporation, Member

	 	 
	 
	 	 	 	 
	By:
	 	/s/ Calvin Craib	 	 
	 

	 	 

Name:  Calvin Craib
	 	 
	 

	 	Title:   Senior Vice
President, Corporate Finance and Business Development	 	 






Address for Notices:



c/o Mediacom LLC

100 Crystal Run Road

Middletown, New York 10941

Attention: Mark Stephan

Telecopier No.: (845) 695-2639

Telephone No.: (845) 695-2600




[Incremental Facility Agreement Signature Page]




 


 









 







	 	 	 	 	 
	MEDIACOM INDIANA HOLDINGS, L.P.	 	 
	 
	 	 	 	 
	By: Mediacom Indiana Partnerco LLC, General Partner

	 	 
	By: Mediacom LLC, Member

	 	 
	By: Mediacom Communications Corporation, Member

	 	 
	 
	 	 	 	 
	By:
	 	/s/ Calvin Craib	 	 
	 

	 	 

Name:  Calvin Craib
	 	 
	 

	 	Title::   Senior
Vice President, Corporate Finance and Business Development	 	 






Address for Notices:



c/o Mediacom LLC

100 Crystal Run Road

Middletown, New York 10941

Attention: Mark Stephan

Telecopier No.: (845) 695-2639

Telephone No.: (845) 695-2600




[Incremental Facility Agreement Signature Page]




 


 









 







By its signature below, the undersigned hereby consents to the foregoing Incremental Facility
Agreement and confirms that the Tranche D Term Loans shall constitute “Guaranteed Obligations”
under the respective Subsidiary Guarantee Agreements under and as defined in said Credit Agreement
for all purposes of said Subsidiary Guarantee Agreements and shall be entitled to the benefits of
the guarantee and security provided under the Subsidiary Guarantee Agreements.



	 	 	 	 	 
	ILLINI CABLE HOLDING, INC.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Mark E. Stephan	 	 
	 

	 	 

Name:  Mark E. Stephan
	 	 
	 

	 	Title:   Vice
President	 	 
	 
	 	 	 	 
	ILLINI CABLEVISION OF ILLINOIS, INC.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Mark E. Stephan	 	 
	 

	 	 

Name:  Mark E. Stephan
	 	 
	 

	 	Title:   Vice
President	 	 






[Incremental Facility Agreement Signature Page]




 


 









 







By its signature below, the undersigned hereby confirms that all of its obligations under the
Management Fee Subordination Agreement and Section 5.04 of the Guarantee and Pledge Agreement shall
continue unchanged and in full force and effect for the benefit of the Administrative Agent, the
Lenders party to the Credit Agreement and the Tranche C Term Loan Lenders.



	 	 	 	 	 
	MEDIACOM COMMUNICATIONS CORPORATION	 	 
	 
	 	 	 	 
	By:
	 	/s/ Calvin Craib	 	 
	 

	 	 

Name:  Calvin Craib
	 	 
	 

	 	Title:   Senior Vice
President, Corporate Finance and Business Development	 	 






[Incremental Facility Agreement Signature Page]




 


 









 







Schedule I




[Form of Lender Addendum]




LENDER ADDENDUM




Reference is made to the Incremental Facility Agreement dated as of August 25, 2009 (the
“Incremental Facility Agreement”) among MEDIACOM ILLINOIS LLC, a limited liability company
duly organized and validly existing under the laws of the State of Delaware (“Mediacom
Illinois”); MEDIACOM INDIANA LLC, a limited liability company duly organized and validly
existing under the laws of the State of Delaware (“Mediacom Indiana”); MEDIACOM IOWA LLC, a
limited liability company duly organized and validly existing under the laws of the State of
Delaware (“Mediacom Iowa”); MEDIACOM MINNESOTA LLC, a limited liability company duly
organized and validly existing under the laws of the State of Delaware (“Mediacom
Minnesota”); MEDIACOM WISCONSIN LLC, a limited liability company duly organized and validly
existing under the laws of the State of Delaware (“Mediacom Wisconsin”); ZYLSTRA
COMMUNICATIONS CORP., a corporation duly organized and validly existing under the laws of the State
of Minnesota (“Zylstra” and, together with Mediacom Illinois, Mediacom Indiana, Mediacom
Iowa, Mediacom Minnesota and Mediacom Wisconsin, the “Mediacom Midwest Borrowers”);
MEDIACOM ARIZONA LLC, a limited liability company duly organized and validly existing under the
laws of the State of Delaware (“Mediacom Arizona”); MEDIACOM CALIFORNIA LLC, a limited
liability company duly organized and validly existing under the laws of the State of Delaware
(“Mediacom California”); MEDIACOM DELAWARE LLC, a limited liability company duly organized
and validly existing under the laws of the State of Delaware (“Mediacom Delaware”); and
MEDIACOM SOUTHEAST LLC, a limited liability company duly organized and validly existing under the
laws of the State of Delaware (“Mediacom Southeast” and, together with Mediacom Arizona,
Mediacom California and Mediacom Delaware, the “Mediacom USA Borrowers”; the Mediacom USA
Borrowers together with the Mediacom Midwest Borrowers, the “Borrowers”); the TRANCHE D
TERM LOAN LENDERS named therein (the “Tranche D Term Loan Lenders”); and JPMORGAN CHASE
BANK, N.A., as Administrative Agent (the “Administrative Agent”), which Incremental
Facility Agreement is being entered into pursuant to Section 2.01(d) of the Credit Agreement (the
“Credit Agreement”) dated as of October 21, 2004 among the Borrowers, the Lenders party
thereto and the Administrative Agent. Terms used but not defined in this Lender Addendum have the
meanings assigned to such terms in the Incremental Facility Agreement and the Credit Agreement.



By its signature below, and subject to the acceptance hereof by the Borrowers and the
Administrative Agent as provided below, the undersigned hereby becomes a Tranche D Term Loan Lender
under the Incremental Facility Agreement, having the Tranche D Term Loan Commitment, set forth
below opposite its name.



This Lender Addendum shall be governed by, and construed in accordance with, the law of the
State of New York.



This Lender Addendum may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of which when taken
together shall constitute a single contract.


 


 









 





IN WITNESS WHEREOF, the parties hereto have caused this Lender Addendum to be duly executed
and delivered by their proper and duly authorized officers as of this
 _____ 

day of
 _____, 2009.



	 	 	 	 	 	 	 
	Amount of	 	 	 	 
	Tranche D Term Loan Commitment:	 	[Name of Tranche D Term Loan Lender]	 	 
	      $                    
	 	 	 	 	 	 
	 
	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






[DO NOT COMPLETE UNTIL FINAL COMMITMENT ALLOCATIONS HAVE BEEN DETERMINED.]


 


 









 





	 	 	 	 	 
	Accepted and agreed:	 	 
	 
	 	 	 	 
	JPMORGAN CHASE BANK, N.A.,	 	 
	as Administrative Agent	 	 
	 
	 	 	 	 
	By:
	 	/s/	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	MEDIACOM ILLINOIS LLC

MEDIACOM INDIANA LLC

MEDIACOM IOWA LLC

MEDIACOM MINNESOTA LLC

MEDIACOM WISCONSIN LLC

MEDIACOM ARIZONA LLC

MEDIACOM CALIFORNIA LLC

MEDIACOM DELAWARE LLC

MEDIACOM SOUTHEAST LLC	 	 
	 
	 	 	 	 
	By: Mediacom LLC, Member

	 	 
	By: Mediacom Communications

Corporation, Member

	 		 	 
	 
	 	 	 	 
	By:
	 	/s/ Calvin Craib	 	 
	 

	 	 

Name:  Calvin Craib
	 	 
	 

	 	Title:   Senior Vice
President, Corporate Finance and Business Development	 	 
	 
	 	 	 	 
	ZYLSTRA COMMUNICATIONS CORP.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Mark E. Stephan	 	 
	 

	 	 	 	 
	 

	 	Name:  Mark E. Stephan	 	 
	 

	 	Title:   Executive
Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 
	c/o Mediacom LLC

100 Crystal Run Road

Middletown, New York 10941

Attention: Mark Stephan

Telecopier No.: (845) 695-2639

Telephone No.: (845) 695-2600