EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 
 RESTATEMENT
AGREEMENT 
 Restatement Agreement (this “Restatement Agreement”) dated as of February 5, 2014, by and among
MEDIACOM COMMUNICATIONS CORPORATION, a Delaware corporation (“MCC”), MEDIACOM LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Parent Guarantor”),
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”); 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 Illinois, Mediacom Indiana, Mediacom Iowa,
Mediacom Minnesota, Mediacom Wisconsin, Zylstra, Mediacom Arizona, Mediacom California, and Mediacom Delaware, the “Borrowers”), each of the lenders party hereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., a
national banking corporation, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Capitalized terms not otherwise defined herein shall have the
definitions provided therefor in the Existing Credit Agreement (as defined below). 
 WHEREAS, the Borrowers, certain lenders and the
Administrative Agent entered into a credit agreement dated as of October 21, 2004 (the “Original Credit Agreement,” as amended, supplemented and modified and in effect on the date hereof, the “Existing Credit
Agreement”); 
 WHEREAS, Section 11.04 of the Existing Credit Agreement provides that the Existing Credit Agreement may be
amended by the Borrowers and the Majority Lenders; and 
 WHEREAS, the Borrowers and the Majority Lenders have agreed to amend and restate
the Existing Credit Agreement in its entirety in the form attached as Annex A; 
 NOW, THEREFORE, it is hereby agreed as follows:

 SECTION 1. Amendment and Restatement of Existing Credit Agreement. The Existing Credit Agreement is hereby amended and
restated in its entirety in the form attached as Annex A. 
 SECTION 2. Conditions to Effectiveness. This Restatement
Agreement shall become effective upon satisfaction of each of the conditions set forth in Section 6.01 of Annex A. 







 SECTION 3. No Other Amendments. Except as hereby amended and except as provided
below, the terms and provisions of each Loan Document shall remain in full force and effect (including the security interest of the Administrative Agent under the Loan Documents). The Administrative Agent and the Borrowers are hereby authorized to
enter into such amendments to the other Loan Documents and the Exhibits to the Existing Credit Agreement as the Administrative Agent shall determine are necessary or desirable to reflect the amendment and restatement of the Existing Credit Agreement
pursuant to this Restatement Agreement. 
 SECTION 4. GOVERNING LAW. THIS RESTATEMENT AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 5. Counterparts. This Restatement Agreement may
be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same
contract. Delivery of an executed counterpart of this Restatement Agreement by facsimile or other electronic means shall be equally effective as delivery of the original executed counterpart of this Restatement Agreement. Any party delivering an
executed counterpart of this Restatement Agreement by facsimile or other electronic means shall also deliver an original executed counterpart of this Restatement Agreement but the failure to deliver an original executed counterpart shall not affect
the validity, enforceability or binding effect of this Restatement Agreement. 
 SECTION 6. Headings. The headings of this
Restatement Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. 







 IN WITNESS WHEREOF, the parties hereto have executed the Restatement Agreement as of the date
first written above. 
  

					
	BORROWERS
	
	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:	 	 





		 	Name:	 	Mark E. Stephan
		 	Title:	 	EVP & CFO
	
	ZYLSTRA COMMUNICATIONS CORP.
		
	By:	 	 





		 	Name:	 	Mark E. Stephan
		 	Title:	 	EVP & CFO
		
	Title:	 	MEDIACOM LLC
	By:	 	Mediacom Communications Corporation, a Member
		
	By:	 	 



 

		 	Name:	 	Mark E. Stephan
		 	Title:	 	EVP & CFO
	
	MEDIACOM COMMUNICATIONS
	CORPORATION
		
	By:	 	 



 

		 	Name:	 	Mark E. Stephan
		 	Title:	 	EVP & CFO


 Mediacom LLC - Signature Page to Restatement Agreement 







 
					
	JPMORGAN CHASE BANK, N.A.,
	as Administrative Agent and as a Lender
		
	By:	 	 





		 	Name:	 	Ann B. Kerns
		 	Title:	 	Vice President



  
 Mediacom LLC - Signature
Page to Restatement Agreement 








 ANNEX A 

Annex A is filed as Exhibit 10.2 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2013 of Mediacom LLC.