exv10w1






Exhibit 10.1




AMENDMENT NO. 4




     AMENDMENT NO. 4 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”); JPMorgan Chase
Bank, N.A., as Administrative Agent (the “Administrative Agent”), and the Revolving Credit
Lenders, Tranche C Term Loan Lenders, Tranche D Term Loan Lenders and Tranche E Term Loan Lenders
executing this Amendment No. 4, each of which is a party to the Credit Agreement referred to below.



     The Borrowers, certain Lenders and the Administrative Agent are parties to (i) a Credit
Agreement dated as of October 21, 2004 (as amended, supplemented or otherwise modified to the date
hereof, the “Credit Agreement”), providing, subject to the terms and conditions thereof,
for extensions of credit to be made by said Lenders to the Borrowers in an aggregate principal or
face amount of $1,150,000,000 (which may, in the circumstances provided therein, be increased to
$1,800,000,000), (ii) an Incremental Facility Agreement dated as of May 5, 2006 (the “First
Incremental Facility Agreement”), providing, subject to the terms and conditions thereof, for
extensions of credit to be made by said Lenders to the Borrowers in an aggregate principal or face
amount of $650,000,000, (iii) an Incremental Facility Agreement dated as of August 25, 2009 (the
“Second Incremental Facility Agreement”), providing, subject to the terms and conditions
thereof, for extensions of credit to be made by said Lenders to the Borrowers in an aggregate
principal or face amount of $300,000,000 and (iv) an Incremental Facility Agreement, dated as of
the date hereof (the “Third Incremental Facility Agreement”) providing, subject to the
terms and conditions thereof, for extensions of credit to be made by said Lenders to the Borrowers
in an aggregate principal or face amount of $250,000,000.



     The Borrowers wish to reduce the aggregate principal amount of the Revolving Credit
Commitments under the Credit Agreement and, with respect to any Consenting Lender (as de-













 




fined below), to extend the Revolving Credit Commitment Termination Date of such Consenting
Lender’s Revolving Credit Commitment. Accordingly, the Borrowers have requested that the Majority
Lenders consent to certain amendments to the Credit Agreement. The Majority Lenders have agreed to
such amendments and, accordingly, the parties hereto hereby agree as follows:




     Section 1. Definitions. Except as otherwise defined in this Amendment No. 4, terms
defined in the Credit Agreement, the First Incremental Facility Agreement, the Second Incremental
Facility Agreement and the Third Incremental Facility Agreement are used herein as defined therein,
as the context may require.



     Section 2. Amendment. Effective as of the Amendment No. 4 Effective Date (as
hereinafter defined), the Credit Agreement shall be amended as follows:




     2.01. References. References in the Credit Agreement (including references to
the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as
“hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit
Agreement as amended hereby.




     2.02. Definitions. Section 1.01 of the Credit Agreement is hereby amended, as
applicable, by (i) amending such of the following definitions as were already included in
Section 1.01 of the Credit Agreement immediately prior to the Amendment No. 4 Effective Date
and (ii) inserting in the appropriate alphabetical locations such of the following
definitions as were not already included in said Section 1.01 immediately prior to the
Amendment No. 4 Effective Date:




     “Agreement” shall mean this Credit Agreement dated as of October 21, 2004, as
amended, amended and restated, supplemented or otherwise modified from time to time.




     “Amendment No. 4” shall mean Amendment No. 4 to this Agreement dated as of
April 23, 2010.




     “Amendment No. 4 Effective Date” shall mean the date on which Amendment No. 4
became effective in accordance with its terms.




     “Applicable Margin” shall mean:




     (a) with respect to Revolving Credit Loans made pursuant to Revolving Credit
Commitments that are not Extended Revolving Credit Commitments, the respective rates
indicated below for Loans of such Type set forth opposite the then-current Rate Ratio
(determined pursuant to Section 3.03 hereof) indicated below (except that anything in this
Agreement to the contrary notwithstanding, the Applicable Margin for such Loans shall be the
highest margins indicated below in this clause (a) during any period when an Event of
Default shall have occurred and be continuing):



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	 	 	Eurodollar	 	Base Rate
	Range of Rate Ratio	 	Loans	 	Loans
	Greater than 5.0 to 1
	 	 	2.00	%	 	 	1.00	%
	Greater than or equal to 4.50 to 1
but less than or equal to 5.00 to 1
	 	 	1.75	%	 	 	0.75	%
	Greater than or equal to 3.75 to 1
but less than 4.50 to 1
	 	 	1.50	%	 	 	0.50	%
	Greater than or equal to 3.00 to 1
but less than 3.75 to 1
	 	 	1.25	%	 	 	0.25	%
	Less than 3.00 to 1
	 	 	1.00	%	 	 	0.0	%







     (b) with respect to Revolving Credit Loans made pursuant to the Extended Revolving
Credit Commitments, the respective rates indicated below for Loans of the applicable Type
set forth opposite the then-current Rate Ratio (determined pursuant to Section 3.03 hereof)
indicated below (except that anything in this Agreement to the contrary notwithstanding, the
Applicable Margin with respect to such Loans shall be the highest margins indicated below in
this clause (b) during any period when an Event of Default shall have occurred and be
continuing):



	 	 	 	 	 	 	 	 	 
	 	 	Eurodollar	 	Base Rate
	Range of Rate Ratio	 	Loans	 	Loans
	Greater than 5.0 to 1

	 	 	3.00	%	 	 	2.00	%
	Greater than or equal to 4.0 to 1
but less than or equal to 5.0 to 1

	 	 	2.75	%	 	 	1.75	%
	Greater than or equal to 3.0 to 1
but less than 4.00 to 1

	 	 	2.50	%	 	 	1.50	%
	Less than 3.00 to 1

	 	 	2.25	%	 	 	1.25	%







     (c) with respect to the Incremental Loans (including Tranche C Term Loans, Tranche
D Term Loans and Tranche E Term Loans) of any Series, the rates determined at the time such
Series of Loans is (or was) established pursuant to Section 2.01(d) hereof.




     “Consenting Lender” shall mean each Revolving Credit Lender that delivers
executed counterparts to Amendment No. 4 and the Consenting Lender Confirmation (as defined
in Amendment No. 4) (or written evidence thereof satisfactory to the Administrative Agent,
which may include e-mail or telecopy transmission of a signed signature page) and is
designated a Consenting Lender on Schedule I to Amendment No. 4.




     “Defaulting Lender” means any Revolving Credit Lender that, as reasonably
determined by the Administrative Agent, has (a) failed to fund any portion of its Revolving
Credit Loans or participations in Revolving Credit Letters of Credit within three Business
Days after the date required to be funded by such Lender hereunder, (b) notified the
Borrowers, the Administrative Agent, any Issuing Lender or any Lender in writing that such
Lender does not intend to comply with any of its funding obligations under this Agreement or
has made a public statement to the effect that such Lender does not intend to comply with
its funding obligations under this Agreement, (c) failed, within three Business Days after
request by the Administrative Agent or the Borrowers, to confirm promptly in writing that
such Lender will comply with the terms of this Agreement relating to its obligations to fund
prospective Revolving Credit Loans or participations in Re-



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volving Credit Letters of Credit, (d) otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by such Lender
hereunder within three Business Days after the date when due, unless the subject of a good
faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or
is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had
a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or
similar Person charged with reorganization or liquidation of such Lender’s business or
custodian appointed for such Lender, or has a parent company that has become the subject of
a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee,
administrator, assignee for the benefit of creditors or similar Person charged with
reorganization or liquidation of such parent company’s business or custodian appointed for
such parent company; provided that no Lender shall become a Defaulting Lender solely
as a result of the acquisition or maintenance of an ownership interest in such Lender (or
its parent company) or the exercise of control over such Lender (or its parent company) by a
Governmental Authority or an instrumentality thereof.




     “Extended Revolving Credit Commitment” means any Revolving Credit Commitment
that is not a Terminated Revolving Credit Commitment that is held by a Consenting Lender on
the Amendment No. 4 Effective Date. The amount of the Extended Revolving Credit Commitment
of each Revolving Credit Lender is initially as set forth opposite the name of such Lender
on Schedule I attached to Amendment No. 4 under the caption “Revolving Credit Commitment”;
provided that any Lender with a Revolving Credit Commitment that was not an Extended
Revolving Credit Commitment as of the Amendment No. 4 Effective Date (whether or not such
Lender was a Consenting Lender as of such date) may, with the consent of the Borrowers,
convert all or a portion of such Revolving Credit Commitment to an Extended Revolving Credit
Commitment following the Amendment No. 4 Effective Date by delivery of an agreement, in form
and substance reasonably satisfactory to the Administrative Agent, by such Lender and the
Borrowers specifying that all or a portion of such Revolving Credit Commitment is to be
converted into an Extended Revolving Credit Commitment (with such conversion to become
effective on the date specified therein); provided further that with respect
to any Lender with a Revolving Credit Commitment following the Amendment No. 4 Effective
Date that is not an Extended Revolving Credit Commitment that agrees to convert a portion of
such Revolving Credit Commitment into an Extended Revolving Credit Commitment, the Borrowers
and such Lender may reduce the Revolving Credit Commitment (other than the Extended
Revolving Credit Commitment) of such Lender to the extent no Revolving Credit Loans are
outstanding immediately prior to such reduction.




     “Loan Documents” shall mean, collectively, this Agreement and each amendment,
amendment and restatement or waiver thereof, the Letter of Credit Documents, the Security
Documents, each Management Fee Subordination Agreement, each Affiliate Subordinated
Indebtedness Subordination Agreement and each Incremental Facility Agreement.




     “Reinstating”, when used with respect to any Incremental Facility Commitment,
Incremental Facility Loan or Incremental Facility Letter of Credit of any Series, shall
refer to (a) in the case of any Incremental Facility Revolving Credit Commitments of any



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Series, Incremental Facility Revolving Credit Commitments of such Series that replace
or reinstate an amount equal to all or any portion of either the Revolving Credit
Commitments as of the Closing Date or the Incremental Facility Revolving Credit Commitments
of any other Series hereunder (provided no Revolving Credit Commitment or Incremental
Facility Revolving Credit Commitment that is permanently reduced and thereafter forms the
basis for any Borrowing of Incremental Facility Term Loans pursuant to clause (b)(iii) below
shall be replaced or reinstated), whether concurrently with a voluntary or scheduled
reduction of such Commitments or at any time thereafter, and (b) in the case of any
Incremental Facility Term Loans of any Series, Incremental Facility Term Loans of such
Series (i) the proceeds of which are applied to the replacement, repayment or prepayment of
Term Loans of any Class or Incremental Facility Term Loans of any Series, (ii) that
reinstate an amount equal to the Term Loan Commitments or Incremental Facility Term Loan
Commitments that have previously expired or been terminated and as to which the Term Loans
or Incremental Facility Term Loans thereunder have been paid or (iii) following the
Amendment No. 4 Effective Date, that are in an aggregate principal amount equal to any
reductions in the Revolving Credit Commitments as in effect immediately following the
Amendment No. 4 Effective Date.




     “Revolving Credit Commitment” shall mean, as to each Revolving Credit Lender,
the obligation of such Lender to make Revolving Credit Loans, and to issue or participate in
Letters of Credit pursuant to Section 2.03 hereof, in an aggregate principal or face amount
at any one time outstanding up to but not exceeding the amount set forth opposite the name
of such Lender on Schedule I attached to Amendment No. 4 under the caption “Revolving Credit
Commitment” (such Schedule I reflecting any assignments of Revolving Credit Commitments that
are effective as of the Amendment No. 4 Effective Date) or, in the case of a Person that
becomes a Revolving Credit Lender pursuant to an assignment permitted under Section
11.06(b), as specified in the respective instrument of assignment pursuant to which such
assignment is effected (as the same may be reduced from time to time pursuant to Section
2.04 or 2.10 hereof or increased or reduced from time to time pursuant to assignments
permitted under said Section 11.06(b)). The aggregate principal amount of the Revolving
Credit Commitments is $304,166,666.66 as of the Amendment No. 4 Effective Date.




     “Revolving Credit Commitment Termination Date” shall mean (a) with respect to
any Revolving Credit Commitment other than an Extended Revolving Commitment, the Quarterly
Date falling on or nearest to September 30, 2011 and (b) with respect to any Extended
Revolving Credit Commitment (i) if any Tranche C Term Loans are outstanding on June 30,
2014, June 30, 2014 and (ii) otherwise, December 31, 2014.




     “Revolving Credit Lenders” shall mean (a) on the Amendment No. 4 Effective
Date, the Lenders having Revolving Credit Commitments on Schedule I to Amendment No. 4 and
(b) thereafter, the Lenders from time to time holding Revolving Credit Loans and Revolving
Credit Commitments after giving effect to any assignments thereof permitted by Section
11.06(b) hereof.




     “Terminated Revolving Credit Commitment” shall mean, with respect to any
Consenting Lender the amount of its Revolving Credit Commitment set forth under the



5









 







column heading “Terminated Revolving Credit Commitment” on Schedule I attached to
Amendment No. 4.




     “Tranche E Term Loans” shall mean $250,000,000 of Tranche E Term Loans borrowed
pursuant to an Incremental Facility Agreement on the Amendment No. 4 Effective Date (but
prior to the effectiveness of Amendment No. 4).




     2.03. Amendment to Section 2.01. Section 2.01(a) of the Credit Agreement is
hereby amended as of the Amendment No. 4 Effective Date by inserting the phrase “(in the
case of a Borrowing to repay Revolving Credit Loans outstanding on any date of termination
in full of all Revolving Credit Commitments other than Extended Revolving Credit
Commitments, after giving effect to such termination)” immediately after each instance of
the phrase “from time to time” appearing therein.




     2.04. Amendment to Section 2.03. Section 2.03 of the Credit Agreement is hereby
amended as of the Amendment No. 4 Effective Date by:




     (a) replacing clause (iii) of the first paragraph of Section 2.03 in its entirety with
the following:




     “(iii) the expiration date of any Letter of Credit of any Class extend beyond the
earlier of (x) the date five Business Days prior to (A) the Revolving Credit Commitment
Termination Date for any Revolving Credit Commitment unless the Borrowers have provided cash
cover for the entire portion of the amount of such Letter of Credit attributable to the
Letter of Credit Commitment Percentages represented by Revolving Credit Commitments with a
Revolving Credit Commitment Termination Date that is prior to the fifth Business Day
following the expiration date of such Letter of Credit or (B) the Revolving Credit
Commitment Termination Date for the Extended Revolving Credit Commitments (or, in the case
of an Incremental Facility Letter of Credit, the commitment termination date of the
applicable Series of Incremental Facility Revolving Credit Commitments) and (y) the date
twelve months following the issuance of such Letter of Credit (or, in the case of any
renewal or extension thereof, twelve months after the then-current expiration date of such
Letter of Credit, so long as such renewal or extension occurs within three months of such
then-current expiration date).”; and




     (b) replacing Section 2.03(g) in its entirety with the following:




     “(g) Letter of Credit Fees. The Borrowers shall pay to the Administrative
Agent for the account of each Revolving Credit Lender or Incremental Facility Revolving
Credit Lender a letter of credit fee in respect of each Revolving Credit Letter of Credit
or Incremental Facility Letter of Credit, as applicable, in an amount equal to the
Applicable Margin, in effect from time to time, for Revolving Credit Loans or Incremental
Facility Revolving Credit Loans of the respective Series, as applicable, that are Eurodollar
Loans that are made pursuant to such Revolving Credit Lender’s or Incremental Facility
Revolving Credit Lender’s Revolving Credit Commitment or Incremental Facility Revolving
Credit Commitment (i.e., the Applicable Margin shall be different with
respect to any portion of a Lender’s LC Credit Commitment Percentage represented by an
Extended



6









 







Revolving Credit Commitment than for any portion of such Lender’s LC Credit Commitment
Percentage represented by a Revolving Credit Commitment that is not an Extended Revolving
Credit Commitment) on the daily average undrawn face amount of such Letter of Credit for the
period from and including the date of issuance of such Letter of Credit (i) in the case of a
Letter of Credit that expires in accordance with its terms, to and including such expiration
date and (ii) in the case of a Letter of Credit that is drawn in full or is otherwise
terminated other than on the stated expiration date of such Letter of Credit, to but
excluding the date such Letter of Credit is drawn in full or is terminated (such fee to be
non-refundable, to be paid in arrears not later than the third Business Day following each
Quarterly Date and on the Revolving Credit Commitment Termination Date (or, as applicable,
the commitment termination date for the Incremental Facility Revolving Credit Commitments of
the relevant Series) and to be calculated for any day after giving effect to any payments
made under such Letter of Credit on such day).”; and




     (c) adding a new clause (m) to Section 2.03 as follows:




     “(m) Notwithstanding any provision of this Agreement to the contrary, if any Revolving
Credit Lender becomes a Defaulting Lender, then the following provisions shall apply for so
long as such Lender is a Defaulting Lender:




(i) if any Revolving Credit Letters of Credit or Letter of Credit Liabilities in
respect thereof are outstanding, then all or any part of the participation of such
Defaulting Lender in such Letter of Credit Liabilities shall be reallocated among
the non-Defaulting Lenders with Revolving Credit Commitments in accordance with
their respective Revolving Credit Commitments but only to the extent (x) the sum of
all non-Defaulting Lenders’ Revolving Credit Loans and participations in Letter of
Credit Liabilities plus such Defaulting Lender’s Letter of Credit Commitment
Percentage of the Letter of Credit Liabilities in respect of Revolving Credit
Letters of Credit does not exceed the total of all non-Defaulting Lenders’ Revolving
Credit Commitments and (y) the conditions set forth in Section 6.02 would be
satisfied at such time (determined as if such reallocation constituted the issuance
of a new Letter of Credit at such time); or




(ii) if the reallocation described in clause (i) above cannot, or can only
partially, be effected, the Borrowers shall within one Business Day following notice
by the Administrative Agent provide cash cover for such Defaulting Lender’s Letter
of Credit Commitment Percentage of the Revolving Credit Letters of Credit and Letter
of Credit Liabilities in respect thereof (after giving effect to any partial
reallocation pursuant to clause (i) above) in accordance with the procedures set
forth in Section 2.10(f) for so long as such Revolving Credit Letters of Credit or
Letter of Credit Liabilities are outstanding.”; and




     (d) adding a new clause (n) to Section 2.03 as follows:




     “(n) Notwithstanding any provision of this Agreement to the contrary, if the Revolving
Credit Commitments of any Revolving Credit Lender are reduced in a non pro rata manner
relative to all other Revolving Credit Lenders in accordance with Section



7









 






2.04, then the following provisions shall apply after giving effect to such reduction
(it being understood, subject to the parenthetical set forth in the first proviso of Section
2.04(a), that no Revolving Credit Loans shall be outstanding at such time):




(i) if any Revolving Credit Letters of Credit or Letter of Credit Liabilities in
respect thereof are outstanding, then the portion of the participation of such
Revolving Credit Lender in such Letter of Credit Liabilities that was reduced or
terminated shall be reallocated among the other Lenders with Revolving Credit
Commitments in accordance with (and not to exceed) their respective Revolving Credit
Commitments but only to the extent (x) the sum of all other Lenders’ participations
in Letter of Credit Liabilities plus such Revolving Lender’s Letter of Credit
Commitment Percentage of the Letter of Credit Liabilities in respect of Revolving
Credit Letters of Credit does not exceed the total of all other Lenders’ Revolving
Credit Commitments and (y) the conditions set forth in Section 6.02 would be
satisfied at such time (determined as if such reallocation constituted the issuance
of a new Letter of Credit at such time); or




(ii) if the reallocation described in clause (i) above cannot, or can only
partially, be effected, the Borrowers shall within one Business Day following notice
by the Administrative Agent provide cash cover for the reduced or terminated portion
of such Lender’s Letter of Credit Commitment Percentage of the Revolving Credit
Letters of Credit and Letter of Credit Liabilities in respect thereof (after giving
effect to any partial reallocation pursuant to clause (i) above) in accordance with
the procedures set forth in Section 2.10(f) for so long as such Revolving Credit
Letters of Credit or Letter of Credit Liabilities are outstanding.”




     2.05. Amendment to Section 2.04. Section 2.04 of the Credit Agreement is
hereby amended effective as of the Amendment No. 4 Effective Date:




     (a) by adding the following proviso at the end of Section 2.04(a) immediately after the
word “Class”:




     “; provided, that, so long as no Revolving Credit Loans are outstanding at such
time (including as a result of a repayment of all Revolving Credit Loans outstanding on such
date with the proceeds of Revolving Credit Loans made solely pursuant to the Extended
Revolving Credit Commitments), (i) the Borrowers may elect, by notice to the Administrative
Agent, to terminate the Revolving Credit Commitments that are not Extended Revolving Credit
Commitments in full without reducing or terminating any Extended Revolving Credit
Commitments and (ii) all Terminated Revolving Credit Commitments shall terminate on the
Amendment No. 4 Effective Date; provided further, that the Borrowers may
reduce the Revolving Credit Commitments of one or more Lenders in the manner contemplated by
Amendment No. 4 and as set forth in the second proviso of the definition of “Extended
Revolving Credit Commitments”; and




     (b) by deleting the first sentence of Section 2.04(b) and replacing it with the
following:



8









 






“Unless previously terminated, each Revolving Credit Commitment shall terminate on the
Revolving Credit Commitment Termination Date for such Commitment.”.




     2.06. Amendment to Section 2.05. Section 2.05 of the Credit Agreement is
hereby amended effective as of the Amendment No. 4 Effective Date by inserting the following
sentence at the end of the first sentence thereof:




     “Notwithstanding the foregoing, effective October 1, 2011, the rate per annum set forth
in clause (x) above shall be increased to 3/4 of 1%.”




     2.07. Amendment to Section 4.02. Section 4.02 of the Credit Agreement is
hereby amended by adding the following proviso at the end of clause (a) thereof:




“provided that (i) any reduction or termination of the Revolving Credit
Commitments that are not Extended Revolving Credit Commitments on the Revolving
Credit Commitment Termination Date for such Commitments shall not be applied to
reduce any Extended Revolving Credit Commitment and (ii) reductions pursuant to the
proviso to Section 2.04(a) shall not be applied to the Extended Revolving Credit
Commitments;”.




     2.08. Amendment to Section 8.01. The last paragraph of Section 8.01 of the
Credit Agreement is hereby amended by (x) replacing the text “and (ii)” with the text “,
(ii)” and (y) inserting the following text immediately prior to the period at the end of
such sentence:




“and (iii) setting forth, in form and substance reasonably
satisfactory to the Administrative Agent, (x) the aggregate dollar amount that
the Borrowers then have the capacity to incur of additional Incremental
Facility Commitments, Incremental Facility Loans and Incremental Facility
Letters of Credit (other than Reinstating Incremental Facility Commitments,
Reinstating Incremental Facility Loans and Reinstating Incremental Facility
Letters of Credit) pursuant to Section 2.01(d)(iii) and (y) the aggregate
dollar amount that the Borrowers then have the capacity to incur as additional
Reinstating Incremental Facility Commitments, Reinstating Incremental Facility
Loans and Reinstating Incremental Facility Letters of Credit pursuant to this
Agreement, in each case as of the date of delivery of such certificate”.




     2.09. Amendments to Section 8.10. Section 8.10 of the Credit Agreement is
hereby amended effective as of the Amendment No. 4 Effective Date by:




     (a) adding a new sentence at the end of Section 8.10(a) as follows:




     “In addition, for so long as any Extended Revolving Credit
Commitment is outstanding, the Borrowers will not permit the Total Leverage
Ratio to exceed the following respective ratios at any time during the
following respective periods:



9









 





	 	 	 	 	 
	Period	 	Total Leverage Ratio
	Amendment No. 4 Effective Date through
September 30, 2011
	 	 	6.0 to 1.0	 
	October 1, 2011 through September 30, 2012
	 	 	5.5 to 1.0	 
	October 1, 2012 and thereafter
	 	 	5.0 to 1.0	 







     ; and




     (b) replacing Section 8.10(b) with the following:




     “(b) Interest Coverage Ratio. For so long as any Extended Revolving Credit
Commitment is outstanding, the Borrowers will not permit the Interest Coverage Ratio to be
less than 2.0 to 1.0 as at the last day of any fiscal quarter ending after the Amendment No.
4 Effective Date.”




     2.10. Amendments to Section 8.12. Section 8.12 of the Credit Agreement is
hereby amended effective as of the Amendment No. 4 Effective Date by inserting the following
row at the bottom of the table set forth therein:



	 	 	 	 	 

	December 31, 2014
	 	$	91,000,000	 






     Section 3. Confirmation of Security Documents. Each of the Borrowers hereby confirms
and ratifies all of its obligations under the Loan Documents to which it is a party. By its
execution on the respective signature lines provided below, each of the Obligors hereby confirms
and ratifies all of its obligations and the Liens granted by it under the Security Documents to
which it is a party, represents and warrants that the representations and warranties set forth in
such Security Documents are complete and correct on the date hereof as if made on and as of such
date and confirms that all references in such Security Documents to the “Credit Agreement” (or
words of similar import) refer to the Credit Agreement as amended hereby without impairing any such
obligations or Liens in any respect.



     Section 4. Conditions Precedent to Effectiveness. The amendments set forth in Section
2 hereof shall become effective on the date upon which each of the following conditions is
satisfied:




     (a) Counterparts of Agreement. The Administrative Agent shall have (i)
received duly executed and delivered counterparts (or written evidence thereof satisfactory
to the Administrative Agent, which may include e-mail or telecopy transmission of a signed
signature page) of this Agreement from each Obligor and (ii) obtained consents from the
Consenting Lenders and the Majority Lenders (after giving effect to the borrowing of the
Tranche E Term Loans and the application of proceeds therefrom).



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     (b) Opinion of Counsel to Obligors. The Administrative Agent shall have
received an opinion, dated the Amendment No. 4 Effective Date, of Sonnenschein Nath &
Rosenthal LLP, counsel to the Obligors, covering such matters as the Administrative Agent or
any Lender may reasonably request (and the Borrowers hereby instruct counsel to deliver such
opinion to the Lenders and the Administrative Agent).




     (c) Organizational Documents. The Administrative Agent shall have received
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 as the Administrative Agent may reasonably request (and the
Administrative Agent and each Lender may conclusively rely on such documents until it
receives notice in writing from such Obligor to the contrary).




     (d) Officer’s Certificate. The Administrative Agent shall have received a
certificate of a Senior Officer, dated the Amendment No. 4 Effective Date, to the effect
that (i) 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, 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. J.P. Morgan Securities Inc. shall have received all
fees and other amounts due and payable on or prior to the Amendment No. 4 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.




     (f) Amendment Fee. Each Term Loan Lender that has approved this Amendment No.
4 on or before 2:00 p.m., New York City time, on April 22, 2010, shall have received an
amendment fee in an amount equal to 5 basis points on the principal amount of its Term Loans
other than Tranche E Term Loans (immediately after giving effect to the prepayment of the
Tranche A Term Loans from a portion of the proceeds from the Tranche E Term Loans). Each
Revolving Credit Lender that is a Consenting Lender shall have received a fee in an amount
equal to 1.0% of its Extended Revolving Credit Commitment.




     (g) Extension Fee. Each Consenting Lender shall be entitled to receive an
extension fee in an amount equal to $1,353.60 for each $1,000,000 Revolving Credit
Commitments extended by such Revolving Credit Lender as Extended Revolving Credit
Commitments as of the Amendment No. 4 Effective Date and shall have received the portion
thereof payable on the Amendment No. 4 Effective Date. The Borrowers covenant to pay such
fee in equal installments on the Amendment No. 4 Effective Date and on the last day of each
March, June, September and December of each year until (and including) September 30, 2011,
or if any such day is not a Business Day, on the next succeeding Business Day.



11









 






     (h) Borrowing of Tranche E Term Loans. The Borrowers shall have received the
proceeds of the Tranche E Term Loans and shall have applied a portion of such proceeds to
repay all Tranche A Term Loans and all Revolving Credit Loans.




     (i) Consenting Lender Confirmations. The Borrowers shall have received a
confirmation from each Consenting Lender substantially in the form set forth in Annex
I (the “Consenting Lender Confirmations”).




     (j) Other Documents. Such other documents as the Administrative Agent or any
Lender or special New York counsel to the Administrative Agent may reasonably request.



     Section 5. Miscellaneous. Except as herein provided, the Credit Agreement shall
remain unchanged and in full force and effect. This Amendment No. 4 may be executed in any number
of counterparts, all of which taken together shall constitute one and the same amendatory
instrument and any of the parties hereto may execute this Amendment No. 4 by signing any such
counterpart. This Amendment No. 4 shall be governed by, and construed in accordance with, the law
of the State of New York.




12











 






     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:	 	 
	 
	 	 	 	 	 	 
	 	 	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	 	 





[Mediacom LLC Amendment]


13









 





	 	 	 	 	 	 	 

	 	 	MEDIACOM LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Mediacom Communications Corporation,	 	 
	 

	 	Member
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Mark E. Stephan 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	MEDIACOM MANAGEMENT CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Calvin G. Craib	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	MEDIACOM INDIANA PARTNERCO LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Mediacom LLC, Member	 	 
	 

	 	By:
	 	Mediacom Communications Corporation,	 	 
	 

	 	Member
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Calvin G. Craib	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	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:	 	 













[Mediacom LLC Amendment]


14









 











	 	 	 	 	 	 	 

	 	 	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  Amendment]








15









 











	 	 	 	 	 	 	 

	 	 	MEDIACOM COMMUNICATIONS CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Mark E. Stephan	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 





 [Mediacom LLC Amendment]




16









 





	 	 	 	 	 	 	 

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

	 	By:	 	/s/ Ann B. Kerns	 	 
	 

	 	 	 	 

Name: Ann B. Kerns
	 	 
	 

	 	 	 	Title: Vice President	 	 





[Mediacom LLC Amendment No. 4]





17












 







	 	 	 	 	 	 	 

	 	 	LENDERS	 	 
	 
	 	 	 	 	 
	 	 	[Name of Institution]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






[Mediacom LLC Lender Signature Page]




 









 





Schedule I




Revolving Credit Commitments




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Revolving Credit	 	 	 	 
	 	 	Commitment (ex-	 	 	 	 
	 	 	clusive of Termi-	 	 	 	 
	 	 	nated Revolving	 	 	 	 
	 	 	Credit Commit-	 	Terminated Revolving	 	Extended Revolving
	Name	 	ment)	 	Credit Commitment	 	Credit Commitment
	JPMORGAN CHASE BANK,
N.A.
	 	$	75,000,000.00	 	 	$	5,000,000.01	 	 	$	75,000,000.00	 
	BANK OF AMERICA, N.A.
	 	 	35,000,000.00	 	 	 	20,000,000.00	 	 	 	35,000,000.00	 
	COMMERZBANK AG, NEW
YORK
	 	 	33,000,000.00	 	 	 	0.00	 	 	 	0.00	 
	WELLS FARGO BANK, N.A.
	 	 	32,500,000.00	 	 	 	27,500,000.00	 	 	 	32,500,000.00	 
	SUNTRUST BANK
	 	 	21,666,666.66	 	 	 	0.00	 	 	 	21,666,666.66	 
	CITIBANK, N.A.
	 	 	20,000,000.00	 	 	 	13,000,000.00	 	 	 	20,000,000.00	 
	BMO CAPITAL MARKETS
FINANCING INC.
	 	 	15,000,000.00	 	 	 	18,333,333.33	 	 	 	15,000,000.00	 
	METLIFE BANK, N.A.
	 	 	15,000,000.00	 	 	 	0.00	 	 	 	0.00	 
	CREDIT SUISSE AG,
CAYMAN ISLANDS BRANCH
	 	 	14,000,000.00	 	 	 	9,000,000.00	 	 	 	14,000,000.00	 
	NATIXIS
	 	 	10,000,000.00	 	 	 	3,000,000.00	 	 	 	10,000,000.00	 
	LOAN FUNDING IV LLC
	 	 	3,500,000.00	 	 	 	0.00	 	 	 	0.00	 
	LOAN FUNDING VII LLC
	 	 	3,500,000.00	 	 	 	0.00	 	 	 	0.00	 
	LOAN FUNDING XIII LLC
	 	 	3,500,000.00	 	 	 	0.00	 	 	 	0.00	 
	CENTURION CDO 9
LIMITED
	 	 	3,100,000.00	 	 	 	0.00	 	 	 	0.00	 
	CSAM FUNDING IV
	 	 	3,000,000.00	 	 	 	0.00	 	 	 	0.00	 
	MADISON PARK FUNDING
III LTD
	 	 	3,000,000.00	 	 	 	0.00	 	 	 	0.00	 
	LOAN FUNDING I LLC
	 	 	2,500,000.00	 	 	 	0.00	 	 	 	0.00	 
	COMSTOCK FUNDING LTD
	 	 	2,000,000.00	 	 	 	0.00	 	 	 	2,000,000.00	 
	MADISON PARK FUNDING
VI LTD
	 	 	2,000,000.00	 	 	 	0.00	 	 	 	0.00	 
	WESTCHESTER CLO LTD
	 	 	2,000,000.00	 	 	 	0.00	 	 	 	0.00	 
	BAKER STREET FUNDING
CLO 2005-1 LTD
	 	 	2,000,000.00	 	 	 	0.00	 	 	 	0.00	 
	RIVERSOURCE CENT CDO
14 LIMITED
	 	 	1,900,000.00	 	 	 	0.00	 	 	 	0.00	 
	HIGHLAND OFFSHORE
PARTNERS LP
	 	 	1,000,000.00	 	 	 	0.00	 	 	 	0.00	 
	Total
	 	$	304,166,666.66	 	 	$	95,833,333.34	 	 	$	225,166,666.66	 






I-1









 





Consenting Lenders




	 
	Name
	JPMORGAN CHASE BANK, N.A.

	BANK OF AMERICA, N.A.

	WELLS FARGO BANK, N.A.

	SUNTRUST BANK

	CITIBANK, N.A.

	BMO CAPITAL MARKETS FINANCING INC.

	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

	NATIXIS

	COMSTOCK FUNDING LTD







I-2









 





Annex I




CONSENTING LENDER CONFIRMATION




     Reference is made to that certain Amendment No. 4 (“Amendment No. 4”) to be dated the date
hereof, relating to that certain Credit Agreement dated as of October 21, 2004 (as amended,
supplemented or otherwise modified from time to time, the “Credit 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”); JPMorgan Chase Bank,
N.A., as Administrative Agent (the “Administrative Agent”); the Lenders party thereto from time to
time and the other parties thereto.



     Capitalized terms used but not defined herein shall have the meanings assigned thereto in
Amendment No. 4 and the Credit Agreement, as the context may require.



[Remainder of Page Intentionally Left Blank]






 











 





     By its signature below, the undersigned Revolving Credit Lender hereby agrees that it is a
Consenting Lender under Amendment No.4.



     The undersigned Revolving Credit Lender further agrees that it is willing to extend up to the
amount set forth below of its Revolving Credit Commitments as Extended Revolving Credit
Commitments, with all Revolving Credit Commitments not extended as Extended Revolving Credit
Commitments being deemed to be Terminated Revolving Credit Commitments.



Maximum Extended Revolving Credit Commitment: $                                        




	 	 	 	 	 	 	 

	 	 	 	 	 
	 	 	[Name of Institution]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	`

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






[Consenting Lender Confirmation Signature Page]