Amendment No. 6  to Credit Agreement



 Exhibit 10.1(g) 

AMENDMENT NO. 6 
 AMENDMENT NO. 6 dated as of November 10, 2011 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”); JPMorgan Chase Bank, N.A. (the “Administrative Agent”) and the Lenders executing this Amendment No. 6, each of which is a party to the
Amendment and Restatement referred to below. 
 The Borrowers, the lenders party thereto, and JPMorgan Chase Bank, N.A., in its
capacity as Administrative Agent thereunder, are parties to an Amendment and Restatement dated as of December 16, 2004 of the Credit Agreement dated as of July 18, 2001 (as modified and supplemented and in effect from time to time, the
“Amendment and Restatement”). 
 The Borrowers and the Lenders wish now to amend the Amendment and Restatement
in certain respects, and accordingly, the parties hereto hereby agree as follows: 
 Section 1.
Definitions. Except as otherwise defined in this Amendment No. 6, terms defined in the Amendment and Restatement are used herein as defined therein, as the context may require. 

Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4
below, but effective as of the date hereof, the Amendment and Restatement shall be amended as follows: 
 2.01.
References Generally. References in the Amendment and Restatement (including references to the Amendment and Restatement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”,
“hereby”, “herein” and “hereof”) shall be deemed to be references to the Amendment and Restatement as amended hereby. 
 2.02. Definitions. Section 1.01 of the Amendment and Restatement is hereby amended, as applicable, by (i) amending such of the following definitions as were already included in
Section 1.01 of the Amendment and Restatement immediately prior to the Amendment No. 6 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. 6 Effective Date: 
 “Amendment
No. 6” shall mean Amendment No. 6 to this Agreement dated as of November 10, 2011. 

“Amendment No. 6 Effective Date” shall mean the date on which Amendment No. 6 became effective
in accordance with its terms. 

  








 2.03. Amendments to Section 8.10. Section 8.10 of the
Amendment and Restatement is hereby amended effective as of the Amendment No. 6 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 Revolving Credit
Commitment, Revolving Credit Loan, Incremental Facility Revolving Credit Commitment, Incremental Facility Revolving Credit Loan or Incremental Facility Letter of Credit 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: 
  

			
	 Period
	  	Total Leverage Ratio
	 Amendment No. 6 Effective Date through March 31, 2013
	  	6.0 to 1.0
	 April 1, 2013 through March 31, 2014
	  	5.5 to 1.0
	 April 1, 2014 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 Revolving Credit Commitment or Incremental Facility Revolving
Credit Commitment is outstanding, the Borrowers will not permit the Interest Coverage Ratio to be less than 1.75 to 1.0 as at the last day of any fiscal quarter ending after the Amendment No. 6 Effective Date.” 

Section 3. Representations and Warranties. Each Obligor represents and warrants to the Lenders and the
Administrative Agent, as to itself and each of its subsidiaries, that 
 (a) the representations and warranties
set forth in Section 7 (as hereby amended) of the Amendment and Restatement, and in each of the other Loan Documents, are true and correct on the date hereof 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, such representation or warranty shall be true and correct as of such specific date), and as if each reference in said Section 7 to “this Agreement” included reference to this
Amendment No. 6; and 
 (b) no Default or Event of Default has occurred and is continuing. 

Section 4. Conditions Precedent to Effectiveness. The amendments set forth in Section 2 hereof shall
become effective on the date upon which the Administrative Agent shall have (i) received duly executed and delivered counterparts (or written evidence thereof satisfactory to the Administrative Agent, which may include telecopy transmission of
a signed signature page) of this Agreement from each Obligor and (ii) obtained consents from the Majority Lenders in respect of the Revolving Credit Commitments. 

  
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 Section 5. Miscellaneous. Except as herein provided, the
Amendment and Restatement shall remain unchanged and in full force and effect. This Amendment No. 6 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. 6 by signing any such counterpart. This Amendment No. 6 shall be governed by, and construed in accordance with, the law of the State of New York. From and after the Amendment No. 6
Effective Date, all references in the Amendment and Restatement and each of the other Loan Documents to the Amendment and Restatement shall be deemed to be references to the Amendment and Restatement, as amended hereby. 

Section 6. Confirmation of Security Documents. Each of the Obligors 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 true 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 Amendment and Restatement as amended hereby without impairing any such obligations or Liens in any respect. 

  
 3 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6 to Amendment
and Restatement to be duly executed and delivered as of the day and year first above written. 
  

			
	 BORROWERS

	
	 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 Officers


  

			
	MEDIACOM BROADBAND LLC
	 By:
	 	Mediacom Communications Corporation,
a Member
		
	By:	 	/s/ Mark E. Stephan
		 	Name: Mark E. Stephan
		 	Title: Chief Financial Officers
	
	MEDIACOM COMMUNICATIONS CORPORATION
		
	By:	 	/s/ Mark E. Stephan
		 	 Name: Mark E. Stephan

Title: Chief Financial Officers



 [Mediacom Broadband Amendment No. 6 Signature Page] 







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

		
	By:	 	/s/ Ann B. Kerns
		 	 Name: Ann B. Kerns
 Title:
Vice President



 [Mediacom Broadband Amendment No. 6 Signature Page] 







 
			
	LENDERS
	
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	/s/ Ann B. Kerns
		 	 Name: Ann B. Kerns
 Title:
Vice President



 [Mediacom Broadband Amendment No. 6 Signature Page] 







 
			
	LENDERS
	
	BANK OF AMERlCA, N.A.
		
	By:	 	/s/ Lisa M. Webster
		 	 Name: Lisa M. Webster

Title: Director



 [Mediacom Broadband Amendment No. 6 Signature Page] 







 
			
	LENDERS
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By:	 	/s/ Heidi Samuels
		 	 Name: Heidi Samuels
 Title:
Director



 [Mediacom Broadband Amendment No. 6 Signature Page] 







 
					
	LENDERS
	
	 DEUTSCHE BANK TRUST COMPANY
 AMERICAS

		
	By:	 	/s/ Anca Trifan
		 	Name:	 	Anca Trifan
		 	Title:	 	Managing Director
		
	By:	 	/s/ Marcus M. Tarkington
		 	Name:	 	Marcus M. Tarkington
		 	Title:	 	Director


 [Mediacom Broadband Amendment No. 6 Signature Page] 







 
					
	LENDERS
	
	SUNTRUST BANK
		
	By:	 	/s/ Illegible
		 	Name:	 	Illegible
		 	Title:	 	Director


 [Mediacom Broadband Amendment No. 6 Signature Page] 







 
					
	LENDERS
	
	 CREDIT SUISSE AG, CAYMAN
 ISLANDS BRANCH

		
	By:	 	/s/ Doreen Barr
		 	Name:	 	Doreen Barr
		 	Title:	 	Director
		
	By:	 	/s/ Michael Spaight
		 	Name:	 	Michael Spaight
		 	Title:	 	Associate


 [Mediacom Broadband Amendment No. 6 Signature Page] 







 
					
	LENDERS
	
	NATIXIS
		
	By:	 	/s/ Harold Birk
		 	Name:	 	Harold Birk
		 	Title:	 	Managing Director
		
	By:	 	/s/ J. Stéphane Lautner
		 	Name:	 	J. Stéphane Lautner
		 	Title:	 	Vice President


 [Mediacom Broadband Amendment No. 6 Signature Page]