exv10w2




Exhibit 10.2


 




$600,000,000




INCREMENTAL FACILITY AGREEMENT



(TRANCHE F TERM LOANS)



dated as of April 23, 2010



between



MCC GEORGIA LLC

MCC ILLINOIS LLC

MCC IOWA LLC

MCC MISSOURI LLC



The LENDERS Party Hereto



BANC OF AMERICA SECURITIES LLC

and

J.P. MORGAN SECURITIES INC.

as Joint Lead Arrangers



BANC OF AMERICA SECURITIES LLC,

J.P. MORGAN SECURITIES INC.,

WELLS FARGO SECURITIES, LLC,

CITIGROUP GLOBAL MARKETS INC.,

CREDIT SUISSE SECURITIES (USA) LLC,

DEUTSCHE BANK SECURITIES INC.

and

SUNTRUST ROBINSON HUMPHREY, INC.,

as Joint Bookrunners



and



JPMORGAN CHASE BANK, N.A.,

as Administrative Agent



BANK OF AMERICA, N.A.,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Co-Syndication Agents



CREDIT SUISSE SECURITIES (USA) LLC,

as Documentation Agent



 





 









 








INCREMENTAL FACILITY AGREEMENT




(TRANCHE F TERM LOANS)



          INCREMENTAL FACILITY AGREEMENT dated as of April 23, 2010, between MCC IOWA LLC, a limited
liability company duly organized and validly existing under the laws of the State of Delaware
(“MCC Iowa”); MCC ILLINOIS LLC, a limited liability company duly organized and validly
existing under the laws of the State of Delaware (“MCC Illinois”); MCC GEORGIA LLC, a
limited liability company duly organized and validly existing under the laws of the State of
Delaware (“MCC Georgia”); and MCC MISSOURI LLC, a limited liability company duly organized
and validly existing under the laws of the State of Delaware (“MCC Missouri,” and, together
with MCC Iowa, MCC Illinois and MCC Georgia, the “Borrowers”); the TRANCHE F TERM LOAN
LENDERS party hereto (including each Tranche F 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 an
Amendment and Restatement dated as of December 16, 2004 of the Credit Agreement dated as of July
18, 2001 (as amended, modified and supplemented and in effect from time to time, the “Amendment
and Restatement”).




          Section 2.01(e) of the Amendment and Restatement 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 Amendment and Restatement) offer to enter into commitments to make
Incremental Facility Loans. The Borrowers have requested that $600,000,000 aggregate principal
amount of Incremental Term Loans constituting a single Series be made available to it in two
drawings on the Tranche F Term Loan Effective Date (as defined below), of which, after giving
effect to the Fifth Amendment (as defined below) (i) $517,500,000 aggregate principal amount will
constitute Reinstating Incremental Facility Term Loans and (ii) $82,500,000 aggregate principal
amount will constitute Incremental Facility Term Loans. The Tranche F 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 Amendment and Restatement, and accordingly, the
parties hereto hereby agree as follows:




ARTICLE I




DEFINED TERMS



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





     “Fifth Amendment” means that certain Amendment No. 5 to the Amendment and
Restatement dated as of the date hereof.




     “Joint Lead Arrangers” means Banc of America Securities LLC and J.P. Morgan
Securities Inc.




     “Lender Addendum” shall mean, with respect to any Tranche F 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 F Term Loan Lender as provided in Section 2.06.



 









 






     “Tranche F Term Loan” shall mean a Loan made on the Tranche F Term Loan
Effective Date pursuant to this Agreement which shall constitute a single Series of
Incremental Facility Term Loans under Section 2.01(e) of the Amendment and Restatement.




     “Tranche F Term Loan A Commitment” shall mean, with respect to each Tranche F
Term Loan Lender, the commitment of such Lender to make Tranche F Term Loans hereunder at
the Tranche F Term Loan First Effective Time. The amount of each Tranche F Term Loan
Lender’s Tranche F Term Loan A Commitment is set forth in the Lender Addendum executed and
delivered by such Tranche F Term Loan Lender. The aggregate original amount of the Tranche
F Term Loan A Commitments is $517,500,000.




     “Tranche F Term Loan B Commitment” shall mean, with respect to each Tranche F
Term Loan Lender, the commitment of such Lender to make Tranche F Term Loans hereunder at
the Tranche F Term Loan Second Effective Time. The amount of each Tranche F Term Loan
Lender’s Tranche F Term Loan B Commitment is set forth in the Lender Addendum executed and
delivered by such Tranche F Term Loan Lender. The aggregate original amount of the Tranche
F Term Loan B Commitments is $82,500,000.




     “Tranche F Term Loan Commitments” shall mean, collectively, the Tranche F Term
Loan A Commitments and the Tranche F Term Loan B Commitments. The aggregate original amount
of the Tranche F Term Loan Commitments is $600,000,000.




     “Tranche F Term Loan Effective Date” shall mean the time at which the
conditions specified in Article IV are satisfied (or waived by the Majority Tranche F Term
Loan Lenders).




     “Tranche F Term Loan First Effective Time” shall mean the time at which the
conditions specified in Section 4.01 are satisfied (or, other than with respect to Section
4.02(b), waived by the Majority Tranche F Term Loan Lenders).




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




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




     “Tranche F Term Loan Second Effective Time” shall mean the date on which the
conditions specified in Section 4.02 are satisfied (or, other than with respect to Section
4.02(b), waived by the Majority Tranche F Term Loan Lenders).



ARTICLE II




TRANCHE F TERM LOANS



          Section 2.01. Commitments. Subject to the terms and conditions set forth herein and
in the Amendment and Restatement, each Tranche F Term Loan Lender agrees to make Tranche F Term
Loans to the Borrowers in Dollars, in an aggregate principal amount equal to such Tranche F Term
Loan Lender’s Tranche F Term Loan A Commitment at the Tranche F Term Loan First Effective Time.
Subject to the terms and conditions set forth herein and in the Amendment and Restatement, each
Tranche F Term Loan Lender agrees to make Tranche F Term Loans to the Borrowers in Dollars, in an
aggregate






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principal amount equal to such Tranche F Term Loan Lender’s Tranche F Term Loan B Commitment
at the Tranche F Term Loan Second Effective Time. The proceeds of the Tranche F Term Loans shall
be first applied to the repayment of all outstanding Tranche E Term Loans and thereafter to all
outstanding 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 F
Term Loan A Commitments shall terminate after the Borrowing of the Tranche F Term Loans at the
Tranche F Term Loan First Effective Time. Unless previously terminated, the Tranche F Term Loan B
Commitments shall terminate after the Borrowing of the Tranche F Term Loans at the Tranche F Term
Loan Second Effective Time.




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




	 	 	 	 	 
	(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	%






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	(A)	 	(B)
	Principal Payment Date	 	Percentage Reduction
	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 F Term Loans shall be due and payable on the
Tranche F Term Loan Maturity Date.




          Section 2.04. Applicable Margin. The Applicable Margin for Tranche F Term Loans that
are Eurodollar Loans shall be 3.00% and the Applicable Margin for Tranche F 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 F Term Loan
Effective Date is more than 25 basis points greater than the Applicable Margin for the Tranche F
Term Loans, then the Applicable Margin for the Tranche F 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 F Term Loans plus 25 basis points; provided,
further, that in determining the Applicable Margin applicable to the Tranche F 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 F 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 F 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 F
Term Loans, until the fourth anniversary of the Tranche F Term Loan Effective Date, the Base Rate
and the Eurodollar Rate shall be as follows (in lieu of the definitions otherwise applicable under
the Amendment and Restatement):





     “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 Amendment
and Restatement 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%.



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




          Section 2.07. Status of Agreement. The Tranche F Term Loan A Commitments of the
Tranche F Term Loan Lenders constitute Incremental Term Loan Commitments of which (i) $517,500,000
of the Tranche F Term Loan A Commitments constitute Reinstating Incremental Facility Term Loan
Commitments and (ii) none of the Tranche F Term Loan A Commitments constitute utilization of the
zero dollars of Incremental Term Loans available under Section 2.01(e)(iii) of the Amendment and
Restatement (immediately prior to giving effect to the Fifth Amendment). The Tranche F Term Loan B
Commitments of the Tranche F Term Loan Lenders constitute Incremental Term Loan Commitments of
which (i) none of the Tranche F Term Loan B Commitments constitute Reinstating Incremental Facility
Term Loan B Commitments and (ii) $82,500,000 of the Tranche F Term Loan B Commitments constitute
utilization of the $250,000,000 of Incremental Term Loans available under Section 2.01(e)(iii) of
the Amendment and Restatement (immediately after giving effect to the Fifth Amendment). In
addition, the Tranche F Term Loan Lenders constitute Incremental Facility Term Loan Lenders and the
Tranche F Term Loans constitute a single Series of Incremental Facility Term Loans under Section
2.01(e) of the Amendment and Restatement.




          Section 2.08. Upfront Fee. Borrowers, jointly and severally, agree to pay on the
Tranche F Term Loan Effective Date to each Tranche F Term Loan Lender party to this Agreement on
the Tranche F Term Loan Effective Date, as fee compensation for the funding of such Tranche F Term
Loan Lender’s Tranche F Term Loan, an upfront fee (the “Upfront Fee”) in an amount equal to
0.50% of the stated principal amount of such Tranche F Term Loan Lender’s Tranche F Term Loan,
payable to such Tranche F Term Lender from the proceeds of its Tranche F Term Loans as and when
funded on the Tranche F Term Loan Effective Date. Such Upfront Fee will be in all respects fully
earned, due and payable on the Tranche F Term Loan Effective Date and non-refundable and
non-creditable thereafter.




          Section 2.09. Special Voting Provisions. Each Tranche F Term Loan Lender, solely in
its capacity as a Tranche F Term Loan Lender, hereby agrees that with respect to any matter
requiring the 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 F Term Loans held by
such Tranche F 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 F Term
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 F Term Loan Lenders) so long as
such Tranche F 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 F Term Loan
Lender, than the other Lenders.




          Section 2.10. Prepayment Premium. Any optional prepayment of Tranche F Term Loans
effected on or prior to the first anniversary of the Tranche F Term Loan Effective Date with the
proceeds of a substantially concurrent borrowing of Incremental Facility Term Loans (including, for
the






-5-









 







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 F 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 Amendment and
Restatement, 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 Amendment and
Restatement or Loan Documents included reference to this Agreement and (ii) no Default has occurred
and is continuing.




ARTICLE IV




CONDITIONS



          Section 4.01. The obligations of the Tranche F Term Loan Lenders to make Tranche F Term Loans
at the Tranche F Term Loan First Effective Time are subject to the conditions precedent that each
of the following conditions shall have been satisfied (or waived by the Majority Tranche F 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 F Term Loan Lenders for aggregate Tranche F Term Loan Commitments
in an amount equal to $600,000,000.




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



-6-









 







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 Banc of America Securities
LLC, J.P. Morgan Securities Inc., 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 F Term Loan 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) Other Documents. Such other documents as the Administrative Agent or any
Tranche F Term Loan Lender or special New York counsel to the Administrative Agent may
reasonably request.



          Section 4.02. The obligations of the Tranche F Term Loan Lenders to make Tranche F Term Loans
at the Tranche F Term Loan Second Effective Time are subject to the conditions precedent that each
of the following conditions shall have been satisfied (or, solely with respect to clause (a) below,
waived by the Majority Tranche F Term Loan Lenders):





     (a) Satisfaction of Section 4.01. Each of the conditions precedent set forth
in Section 4.01 shall have been satisfied (or waived by the Majority Tranche F Term Loan
Lenders).




     (b) The Fifth Amendment shall have become effective in accordance with its terms.



ARTICLE V




MISCELLANEOUS



          Section 5.01. Expenses. Subject to the provisions of the Engagement Letter dated as
of April 15, 2010 among Mediacom Broadband 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.




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







-7-









 








          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.




-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.




	 	 	 	 	 	 	 	 	 

	 	 	MCC GEORGIA LLC

MCC ILLINOIS LLC

MCC IOWA LLC

MCC MISSOURI LLC
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Mediacom Broadband LLC, a Member	 	 
	 	 	By:	 	Mediacom Communications Corporation,

a Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Mark E. Stephan	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Mark E. Stephan	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 








 









 





	 	 	 	 	 
	 	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 F Term Loans shall constitute “Guaranteed Obligations”
under the Guarantee and Pledge Agreement under and as defined in said Amendment and Restatement 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 BROADBAND LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Mediacom Communications Corporation,

a Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Calvin G. Craib	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 		 	 
	 

	 	 	 	Title:
	 		 	 






[Broadband 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 Sections 5.04 and 5.05 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 Amendment and Restatement and the Tranche F Term
Loan Lenders.




	 	 	 	 	 
	 	MEDIACOM COMMUNICATIONS CORPORATION

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





[Broadband 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”) between MCC IOWA LLC, a limited liability company duly
organized and validly existing under the laws of the State of Delaware (“MCC Iowa”); MCC
ILLINOIS LLC, a limited liability company duly organized and validly existing under the laws of the
State of Delaware (“MCC Illinois”); MCC GEORGIA LLC, a limited liability company duly
organized and validly existing under the laws of the State of Delaware (“MCC Georgia”); and
MCC MISSOURI LLC, a limited liability company duly organized and validly existing under the laws of
the State of Delaware (“MCC Missouri,” and, together with MCC Iowa, MCC Illinois and MCC
Georgia, the “Borrowers”); the TRANCHE F TERM LOAN LENDERS named therein (the “Tranche
F 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(e) of the Amendment and Restatement (as amended, modified and supplemented
and in effect from time to time, the “Amendment and Restatement”) dated as of December 16,
2004 of the Credit Agreement dated as of July 18, 2001 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 Amendment and
Restatement.




          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 F Term Loan
Lender under the Incremental Facility Agreement, having the Tranche F Term Loan A Commitment and
Tranche F Term Loan B Commitment set forth below above 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.







I-1









 








          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 F Term Loan A Commitment:




                    $                    




Tranche F Term Loan B Commitment



                    $                    




	 	 	 	 	 

	 	 	 
	[Name of Tranche F Term Loan Lender]	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 





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






I-2









 








	 	 	 	 	 

	Accepted and agreed:	 	 
	 
	 	 	 	 
	JPMORGAN CHASE BANK, N.A.,

     as Administrative Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	MCC GEORGIA LLC	 	 
	MCC ILLINOIS LLC	 	 
	MCC IOWA LLC	 	 
	MCC MISSOURI LLC	 	 
	 
	 	 	 	 
	By:

	 	Mediacom Broadband LLC, a Member	 	 
	By:

	 	Mediacom Communications Corporation,

a Member	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 







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