exv10w2






Exhibit 10.2




**********************************************************




$250,000,000



INCREMENTAL FACILITY AGREEMENT



(TRANCHE E TERM LOANS)



dated as of April 23, 2010



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



J.P. MORGAN SECURITIES INC.,

BANC OF AMERICA SECURITIES LLC,

WELLS FARGO SECURITIES, LLC,

CITIGROUP GLOBAL MARKETS INC.,

DEUTSCHE BANK SECURITIES INC.

and

SUNTRUST ROBINSON HUMPHREY, INC.

as Joint Bookrunners



and



JPMORGAN CHASE BANK, N.A.,

as Administrative Agent



CITIBANK, N.A.

and

SUNTRUST ROBINSON HUMPHREY, INC.

as Co-Syndication Agents



DEUTSCHE BANK SECURITIES INC.,

as Documentation Agent



**********************************************************




 









 





INCREMENTAL FACILITY AGREEMENT




(TRANCHE E TERM LOANS)



     INCREMENTAL FACILITY AGREEMENT dated as of April 23, 2010, 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 E TERM LOAN LENDERS party hereto (including each Tranche E 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”).



     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 $250,000,000 of Incremental Term Loans constituting a
single Series be made available to it on the Tranche E Incremental Facility Effective Date (as
defined below), of which (i) $75,625,000 aggregate principal amount will constitute Reinstating
Incremental Facility Term Loans and (ii) $174,375,000 aggregate principal amount will constitute
Incremental Facility Term Loans. The Tranche E 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 E 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 E Term Loan Lender as provided in Section 2.06.




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




     “Tranche E Term Loan” shall mean a Loan made on the Tranche E Incremental
Facility Effective 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 E Term Loan Commitment” shall mean, with respect to each Tranche E
Term Loan Lender, the commitment of such Lender to make Tranche E Term Loans hereunder. The
amount of each Tranche E Term Loan Lender’s Tranche E Term Loan Commitment is set forth in
the Lender Addendum executed and delivered by such Tranche E Term Loan Lender. The
aggregate original amount of the Tranche E Term Loan Commitments is $250,000,000.




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




     “Tranche E Term Loan Maturity Date” shall mean October 23, 2017.



ARTICLE II




TRANCHE E TERM LOANS



     Section 2.01. Commitments. Subject to the terms and conditions set forth herein and
in the Credit Agreement, each Tranche E Term Loan Lender agrees to make Tranche E Term Loans to the
Borrowers in Dollars, in an aggregate principal amount equal to such Tranche E Term Loan Lender’s
Tranche E Term Loan Commitment on the Tranche E Incremental Facility Effective Date. The proceeds
of the Tranche E Term Loans shall be applied to the repayment of all outstanding Tranche A Term
Loans and Revolving Credit Loans (but without any reduction in the Revolving Credit Commitments)
and the payment of fees and expenses related thereto.



     Section 2.02. Termination of Commitments. Unless previously terminated, the Tranche E
Term Loan Commitments shall terminate after the Borrowing of the Tranche E Term Loans on the
Tranche E Incremental Facility Effective Date.



     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 E Term
Loan Lenders the principal of the Tranche E Term Loans held by such Tranche E 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 E Term Loans borrowed on the Tranche E Effective Date
set forth in column (B) below:



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	(A)	 	(B)
	Principal Payment Date	 	Percentage Reduction
	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
	 	 	0.250	%
	June 30, 2017
	 	 	0.250	%
	September 30, 2017
	 	 	0.250	%
	 
	 	 	 	 
	October 23, 2017
	 	 	92.750	%






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



     Section 2.04. Applicable Margin. The Applicable Margin for Tranche E Term Loans that
are Eurodollar Loans shall be 3.00% and the Applicable Margin for Tranche E Term Loans that are
Base Rate Loans shall be 2.00%; provided that in the event that the Applicable Margin for
any Incremental Facility Term Loans extended within 18 months after the Tranche E Incremental
Facility Effective Date is more than 25 basis points greater than the Applicable Margin for the
Tranche E Term Loans, then the Applica-



-3-









 




ble Margin for the Tranche E Term Loans shall be increased to the extent necessary so that the
Applicable Margin for such Incremental Facility Term Loans is equal to the Applicable Margin for
the Tranche E Term Loans plus 25 basis points; provided, further, that in
determining the Applicable Margin applicable to the Tranche E Term Loans and such Incremental
Facility Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be
deemed to constitute like amounts of OID) payable by the Borrowers to the Lenders of the Tranche E
Term Loans or such Incremental Facility Term Loans in the primary syndication thereof shall be
included (with OID being equated to interest based on an assumed four-year life to maturity) and
(y) customary arrangement or commitment fees payable to the Joint Lead Arrangers (or their
affiliates) in connection with the Tranche E Term Loans or to one or more arrangers (or their
affiliates) of such Incremental Facility Term Loans shall be excluded.




     Section 2.05. Eurodollar Rate and Base Rate Floor. Solely with respect to Tranche E
Term Loans, until the fourth anniversary of the Tranche E Incremental Facility Effective Date, the
Base Rate and the Eurodollar Rate shall be as follows (in lieu of the definitions otherwise
applicable under the Credit Agreement):



     “Base Rate” shall mean the higher of (x) for any day, a rate per annum equal to the
higher of (a) the Federal Funds Rate for such day plus 1/2 of 1% and (b) the Prime Rate for such
day and (y) 2.50%. Each change in any interest rate provided for in the Credit Agreement based
upon the Base Rate resulting from a change in the Base Rate shall take effect at the time of such
change in the Base Rate.



     “Eurodollar Rate” shall mean the higher of (x) 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 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) 1.50%.



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



     Section 2.07. Status of Agreement. The Tranche E Term Loan Commitments of the Tranche
E Term Loan Lenders constitute Incremental Term Loan Commitments of which (i) $174,375,000 of the
Tranche E Term Loan Commitments constitute Reinstating Incremental Facility Term Loan Commitments
and (ii) $75,625,000 of the Tranche E Term Loan Commitments constitute utilization of the
$298,250,000 of Incremental Term Loans currently available under Section 2.01(d)(iii) of the
Credit Agreement. In addition, the Tranche E Term Loan Lenders constitute Incremental Facility
Term Loan Lenders and the Tranche E 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 E Incremental Facility Effective Date to each Tranche E Term Loan Lender party to this
agreement on the Tranche E Incremental Facility Effective Date, as fee compensation for the funding
of such Tranche E Term Loan Lender’s Tranche E Term Loan, an upfront fee (the “Upfront
Fee”) in an amount equal to 0.50% of the stated principal amount of such Tranche E Term Loan
Lender’s Tranche E Term Loan, payable to such Tranche E Term Loan Lender from the proceeds of its
Tranche E Term Loans as and when funded on the Tranche E Incremental Facility Effective Date. Such
Upfront Fee will be in all respects fully earned, due and payable on the Tranche E Incremental
Facility Effective Date and non-refundable and non-creditable thereafter.



          Section 2.09. Special Voting Provisions. Each Tranche E Term Loan Lender, solely in
its capacity as a Tranche E Term Loan Lender, hereby agrees that with respect to any matter
requiring the



-4-









 




vote of Lenders pursuant to (x) any proposed amendment, restatement, waiver, consent,
supplement or other modification of Section 8.10 of the Credit Agreement (other than Section
8.10(d)) (including any of the defined terms set forth therein to the extent affecting the
calculation of the ratios set forth therein), other than any amendment, restatement, waiver,
consent, supplement or other modification of Section 8.10(a) that would permit the Total Leverage
Ratio to exceed 6.0 to 1.0, or (y) the exercise of any remedy under the last paragraph of Section
9.01 of the Credit Agreement arising from an Event of Default under Section 8.10 of the Credit
Agreement (other than Section 8.10(d)), other than to the extent that such Event of Default arises
from a failure to satisfy a maximum Leverage Ratio of 6.0 to 1.0, the Tranche E Term Loans held by
such Tranche E Term Loan Lender shall automatically, and without further action on the part of such
Lender, the Borrower or the Administrative Agent, be deemed to be voted, and each Tranche E Term
Loan Lender irrevocably instructs the Borrower and the Administrative Agent to treat as voted, in
the same proportion as the allocation of voting with respect to such matter by other Lenders
entitled to vote on such matter (other than in their capacity as Tranche E Term Loan Lenders) so
long as such Tranche E Term Loan Lender is treated in connection with the exercise of such right or
taking of such action on the same basis as, and in a manner no less favorable to such Tranche E
Term Loan Lender, than the other Lenders.




     Section 2.10. Prepayment Premium. Any optional prepayment of Tranche E Term Loans
effected on or prior to the first anniversary of the Tranche E Incremental Facility Effective Date
with the proceeds of a substantially concurrent borrowing of Incremental Facility Term Loans
(including, for the avoidance of doubt, Reinstating Incremental Facility Term Loans) shall be
accompanied by a prepayment fee equal to 1.00% of the aggregate amount of such prepayment in the
event that the Applicable Margin in respect of such Incremental Facility Term Loans is less than
the corresponding Applicable Margin in respect of the Tranche E Term Loans.



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



          The obligations of the Tranche E Term Loan Lenders to make Tranche E Term Loans on the Tranche
E Incremental Facility Effective Date are subject to the conditions precedent that each of the
following conditions shall have been satisfied (or waived by the Majority Tranche E 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 E Term
Loan Lenders for aggregate Tranche E Term Loan Commitments in an amount equal to $250,000,000.



-5-









 





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



     (f) Fees and Expenses. The Administrative Agent and J.P. Morgan Securities Inc., Banc
of America Securities LLC, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Credit
Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and SunTrust Robinson Humphrey, Inc.
(the “Engagement Parties”) shall have received all fees and other amounts due and payable
on or prior to the Tranche E Incremental Facility Effective 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.



ARTICLE V




MISCELLANEOUS



     Section 5.01. Expenses. Subject to the provisions of the Engagement Letter dated as
of April 15, 2010 among Mediacom LLC and the Engagement Parties, the Obligors jointly and severally
agree to pay, or reimburse each Engagement Party for paying, all reasonable out-of-pocket expenses
incurred by each Engagement Party and their Affiliates, including the reasonable fees, charges and
disbursements of special New York counsel to the Administrative Agent, in connection with the
syndication of the Incremental Facility Loans provided for herein and the preparation of this
Agreement



     Section 5.02. 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.



-6-









 





     Section 5.03. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the law of the State of New York.



     Section 5.04. 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.




-7-











 





     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/ Mark E. Stephan
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	ZYLSTRA COMMUNICATIONS CORP.

 	 
	 	By:  	/s/ Calvin G. Craib	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




[Mediacom LLC Incremental Facility Agreement]





 









 





	 	 	 	 	 
	 	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 E 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 G. Craib	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






Address for Notices:




100 Crystal Run Road

Middletown, New York 10941

Attention: Mark Stephan

Telecopier No.: (845) 695-2639

Telephone No.: (845) 695-2600




[Mediacom
LLC Incremental Facility Agreement]






 









 








	 	 	 	 	 

	MEDIACOM MANAGEMENT CORPORATION	 	 
	 
	 	 	 	 
	By:
	 	/s/ Calvin G. Craib	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






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




[Mediacom
LLC Incremental Facility Agreement]






 









 








	 	 	 	 	 

	MEDIACOM INDIANA PARTNERCO LLC	 	 
	 
	 	 	 	 
	By:

	 	Mediacom LLC, Member	 	 
	By:

	 	Mediacom Communications Corporation,	 	 
	 

	 	Member	 	 
	 
	 	 	 	 
	By:
	 	/s/ Calvin G. Craib	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






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






[Mediacom
LLC Incremental Facility Agreement]



 









 








	 	 	 	 	 

	MEDIACOM INDIANA HOLDINGS, L.P.	 	 
	 
	 	 	 	 
	By:

	 	Mediacom Indiana Partnerco LLC, General	 	 
	 

	 	Partner	 	 
	By:

	 	Mediacom LLC, Member	 	 
	By:

	 	Mediacom Communications Corporation,	 	 
	 

	 	Member	 	 
	 
	 	 	 	 
	By:
	 	/s/ Calvin G. Craib	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






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




[Mediacom
LLC Incremental Facility Agreement]





 









 







By its signature below, the undersigned hereby consents to the foregoing Incremental Facility
Agreement and confirms that the Tranche E 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/ Calvin G. Craib	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	ILLINI CABLEVISION OF ILLINOIS, INC.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Calvin G. Craib	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






[Mediacom
LLC Incremental Facility Agreement]






 









 







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 E Term Loan Lenders.




	 	 	 	 	 

	MEDIACOM COMMUNICATIONS	 	 
	CORPORATION	 	 
	 
	 	 	 	 
	By:
	 	/s/ Calvin G. Craib	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






[Mediacom
LLC Incremental Facility Agreement]






 









 








Schedule I




[Form of Lender Addendum]




LENDER ADDENDUM



     Reference is made to the Incremental Facility Agreement dated as of April 23, 2010 (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 E
TERM LOAN LENDERS named therein (the “Tranche E 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 (x) becomes a Tranche E Term Loan
Lender under the Incremental Facility Agreement, having the Tranche E Term Loan Commitment, set
forth below opposite its name and (y) acknowledges that it has delivered, or is concurrently
herewith delivering, to the Administrative Agent an executed counterpart signature page to the
Fifth Amendment.



     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 ___, 2010.



	 	 	 	 	 

	Amount of	 	 
	Tranche E Term Loan Commitment:	 	[Name of Tranche E 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:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	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:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






	 	 	 	 	 

	ZYLSTRA COMMUNICATIONS CORP.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






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