EXECUTION
      COPY








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





$650,000,000





INCREMENTAL
      FACILITY AGREEMENT





(TRANCHE
      C TERM LOANS)





dated
      as
      of May 5, 2006





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


WACHOVIA
      CAPITAL MARKETS, LLC,


as
      Joint
      Lead Arrangers and Joint Bookrunners





and





JPMORGAN
      CHASE BANK, N.A.


as
      Administrative Agent





GOLDMAN
      SACHS CREDIT PARTNERS, L.P.,


SOCIÉTÉ
      GÉNÉRALE and


SUNTRUST
      BANK,


as
      Documentation Agents





WACHOVIA
      CAPITAL MARKETS, LLC,


as
      Syndication Agent








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







INCREMENTAL
      FACILITY AGREEMENT





(TRANCHE
      C TERM LOANS)








INCREMENTAL
      FACILITY AGREEMENT dated as of May 5, 2006, between 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 C TERM LOAN LENDERS party hereto (including each Tranche C 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
      Credit Agreement (the “ Credit
      Agreement ”)
      dated
      as of October 21, 2004.





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 (or, as provided herein, to convert Tranche B Term Loans
      into) Incremental Facility Loans. The Borrowers have requested that $650,000,000
      of Incremental Term Loans be made available to it in a single Series of term
      loans. Upon the effectiveness of Amendment No. 1 (as defined below),


Incremental
          Facility Agreement (Tranche C Term Loans)
 
 
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      2
      -


$550,000,000
      aggregate principal amount of the Incremental Term Loans will constitute
      Reinstating Incremental Facility Term Loans. The Tranche C Term Loan Lenders
      (as
      defined below) are willing to make (or to convert Tranche B Term Loans into)
      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:





“ Amendment
      No. 1 ”
shall
      mean Amendment No. 1 to the Credit Agreement, between the Borrowers and the
      Administrative Agent, substantially in the form of Schedule II hereto, dated
      the
      date hereof.





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





“ Tranche
      C Term Loan Commitment ”
shall
      mean, with respect to each Tranche C Term Loan Lender, the commitment of such
      Lender to make Tranche C Term Loans hereunder (or, as provided herein, to
      convert Tranche B Term Loans into Tranche C Terms Loans hereunder). The amount
      of each Tranche C Term Loan Lender’s Tranche C Term Loan Commitment is set forth
      in the Lender Addendum executed and delivered by such Tranche C Term Loan
      Lender. The aggregate original amount of the Tranche C Term Loan Commitments
      is
      $650,000,000.





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





“ Tranche
      C Term Loan ”
shall
      mean a Loan made (or, as provided herein, converted from Tranche B Term Loans)
      pursuant to this Agreement which shall constitute a single Series of Incremental
      Facility Term Loans under Section 2.01(d) of the Credit
      Agreement.


Incremental
          Facility Agreement (Tranche C Term Loans)
 
 
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      -





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





“ Tranche
      C Term Loan Maturity Date ”
shall
      mean January 31, 2015.





ARTICLE
      II





TRANCHE
      C
      TERM LOANS





Section
      2.01. Commitments .
      Subject
      to the terms and conditions set forth herein and in the Credit Agreement, each
      Tranche C Term Loan Lender agrees to make Tranche C Term Loans to the Borrowers
      (or, as provided below, to convert Tranche B Term Loans) in Dollars, in an
      aggregate principal amount equal to such Tranche C Term Loan Lender’s Tranche C
      Term Loan Commitment. Proceeds of Tranche C Term Loans shall be available for
      the prepayment of the Tranche B Term Loans, the making of Restricted Payments
      permitted under the Credit Agreement, the payment of fees and expenses related
      thereto and any use permitted under Section 8.16(b) of the Credit Agreement
      (including the general business purposes of the Borrowers).





Notwithstanding
      the foregoing, it is understood and agreed that any Tranche C Term Loan Lender
      that also holds any Tranche B Term Loans may elect, by notice to the
      Administrative Agent, that the Tranche C Term Loans required to be made by
      such
      Lender on the Tranche C Term Loan Effective Date shall, to the extent of the
      portion of such Tranche C Term Loans not exceeding the aggregate principal
      amount of the Tranche B Term Loans of such Lender, be made through such Tranche
      B Term Loans being converted into Tranche C Term Loans (and
      each
      reference in this Agreement or the Credit Agreement to the “making” of any
      Tranche C Term Loan, or words of similar import, shall in the case of such
      Lender be deemed to include such conversion). Without limiting the generality
      of
      the foregoing, it is understood that the Tranche C Term Loans into which the
      Tranche B Term Loans are so converted shall be treated identically to the
      Tranche C Terms Loans being funded (and not being converted from Tranche B
      Term
      Loans) on the Tranche C Term Loan Effective Date and shall have identical
      Interest Periods in identical proportions and durations as all other Tranche
      C
      Loans (and, for these purposes, any Interest Periods for Tranche B Term Loans
      that are Eurodollar Loans in effect on the Tranche C Term Loan Effective Date
      shall be terminated on the Tranche C Term Loan Effective Date, and any such
      converting Lender shall be paid accrued interest on its Tranche B Term Loans being so
      converted, together with any amounts payable under Section 5.05 of the
      Credit Agreement, as if the Tranche B Term Loans were being prepaid in full
      on
      the Tranche C Term Loan Effective Date) .


Incremental
          Facility Agreement (Tranche C Term Loans)
 
 
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      -


Section
      2.02. Termination
      of Commitments. Unless
      previously terminated, the Tranche C Term Loan Commitments shall terminate
      after
      the Borrowing of the Tranche C Term Loans on the Tranche C Term Loan 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 C Term Loan Lenders the
      principal of the Tranche C Term Loans on each Principal Payment Date set forth
      in column (A) below, by an amount equal to the percentage of the Tranche C
      Term Loan Closing Balance (as defined below) set forth in column (B) below
      of
      the aggregate principal amount of the Tranche C Term Loans:





(A)
            
            (B)Principal
                Payment Date
            
            Percentage
                ReductionMarch
                31, 2007
            
            0.250%June
                30, 2007
            
            0.250%September
                30, 2007
            
            0.250%December
                31, 2007
            
            0.250%March
                31, 2008
            
            0.250%June
                30, 2008
            
            0.250%September
                30, 2008
            
            0.250%December
                31, 2008
            
            0.250%March
                31, 2009
            
            0.250%June
                30, 2009
            
            0.250%September
                30, 2009
            
            0.250%December
                31, 2009
            
            0.250%March
                31, 2010
            
            0.250%June
                30, 2010
            
            0.250%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%




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          Facility Agreement (Tranche C Term Loans)
 
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        -




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%January
                31, 2015
            
            92.00%




For
      purposes hereof, the “ Tranche
      C Term Loan Closing Balance ”
shall
      mean the aggregate principal amount of the Tranche C Term Loans outstanding
      hereunder on the close of business on the Tranche C Term Loan Effective
      Date.





To
      the
      extent not previously paid, all Tranche C Term Loans shall be due and payable
      on
      the Tranche C Term Loan Maturity Date. Notwithstanding the foregoing, if on
      any
      date (the “ Test
      Date ”)
      the
      maturity date of the 9 1⁄2% Senior Notes due 2013 of Mediacom LLC shall fall
      within three months of the Test Date, then the Tranche C Term Loans shall be
      paid in full on the Test Date.





Section
      2.04. Applicable
      Margin .
      The
      Applicable Margin for Tranche C Term Loans of any Type shall be the rates
      indicated below for Loans of such Type opposite the then current Rate Ratio
      (determined pursuant to Section 3.03 of the Credit Agreement) indicated below
      (except that anything in this Agreement or the Credit Agreement to the contrary
      notwithstanding, the Applicable Margin with respect to the Loans of any Type
      shall be the highest margins indicated below during any period when an Event
      of
      Default shall have occurred and be continuing):





Rate
                Ratio
            Base
                Rate Loans
            Eurodollar
                LoansGreater
                than 3.50 to 1
            0.75%
            1.75%Less
                than or equal to 3.50 to 1
            0.50%
            1.50%




Incremental
          Facility Agreement (Tranche C Term Loans)
 
 
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      -


Section
      2.05. Prepayment
      Premium .
      Any
      optional prepayment of Tranche C Term Loans effected on or prior to the first
      anniversary of the Tranche C Term Loan Effective Date with the proceeds of
      a
      substantially concurrent borrowing of bank debt (including any Incremental
      Facility Term Loans or other term loans permitted under the Credit Agreement
      pursuant to an amendment thereto, including any conversion of Tranche C Term
      Loans into any such other borrowings), 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 (or other
      term loans) is less than the corresponding Applicable Margin in respect of
      the
      Tranche C Term Loans.





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





Section
      2.07. Status
      of Agreement .
      The
      Tranche C Term Loan Commitments of the Tranche C Term Lenders constitute
      Incremental Term Loan Commitments. Upon the effectiveness of Amendment No.
      1
      (i) $550,000,000 of such Tranche C Term Loan Commitments will constitute
      Reinstating Incremental Facility Term Loan Commitments and
      (ii) $100,000,000 of such Tranche C Term Loan Commitments will constitute
      utilization of the $650,000,000 of Incremental Term Loans available under
      Section 2.01(d)(iii). In addition, the Tranche C Term Loan Lenders constitute
      Incremental Facility Term Loan Lenders and the Tranche C Term Loans constitute
      a
      single Series of Incremental Facility Term Loans under Section 2.01(d) of the
      Credit Agreement.





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.


Incremental
          Facility Agreement (Tranche C Term Loans)
 
 
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      -





ARTICLE
      IV





CONDITIONS





The
      obligations of the Tranche C Term Loan Lenders to make Tranche C Term Loans
      are
      subject to the conditions precedent that each of the following conditions shall
      have been satisfied (or waived by the Majority Tranche C 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 C Term Loan Lenders for aggregate
      Tranche C Term Loan Commitments in an amount equal to $650,000,000.





(b) Opinion
      of Counsel to Obligors .
      The
      Administrative Agent shall have received an opinion, dated the Tranche C Term
      Loan Effective Date, of Sonnenschein Nath & Rosenthal LLP, counsel to the
      Obligors, covering such matters as the Administrative Agent or any Tranche
      C
      Term Loan Lender may reasonably request (and the Borrowers hereby instruct
      counsel to deliver such opinion to the Tranche C 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 C 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, 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 JPMorgan Securities Inc. and Wachovia Capital Markets,
      LLC as the Joint Lead Arrangers and Joint Bookrunners, shall have received
      all
      fees and other amounts due and payable on or prior


Incremental
          Facility Agreement (Tranche C Term Loans)
 
 
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      -


to
      the
      Tranche C 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) Prepayment
      of Tranche B Term Loans .
      The
      principal of and interest on and all other amounts (including any amounts
      payable under Section 5.05 of the Credit Agreement) owing in respect of the
      Tranche B Term Loans shall, to the extent not converted into Tranche C Term
      Loans as provided herein, have been (or shall be concurrently) prepaid in full
      from funds available to the Borrowers and the proceeds of the Tranche C Term
      Loans.





(g) Other
      Documents .
      Such
      other documents as the Administrative Agent or any Tranche C Term Loan Lender
      or
      special New York counsel to JPMCB may reasonably request.





ARTICLE
      V





MISCELLANEOUS





SECTION
      5.01. Expenses .
      Subject
      to the provisions of the Engagement Letter dated as of April 3, 2006 among
      Mediacom LLC, J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC,
      the
      Obligors jointly and severally agree to pay, or reimburse JPMorgan Securities
      Inc. and Wachovia Capital Markets, LLC for paying, all reasonable out-of-pocket
      expenses incurred by JPMorgan Securities Inc. and Wachovia Capital Markets,
      LLC
      and their Affiliates, including the reasonable fees, charges and disbursements
      of special New York counsel to JPMCB, 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 (without giving effect to any conflict of laws principles
      under New York law).


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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.





SECTION
      5.05. Amendment .
      Each
      Tranche C Term Loan Lender party to this Agreement hereby authorizes and directs
      the Administrative Agent (a) to execute and deliver on its behalf
      Amendment No. 1 and (b) to consent to amendments to any instrument or
      agreement representing Affiliate Subordinated Indebtedness to extend the
      maturity of such instrument or agreement to the date contemplated in said
      Amendment No. 1.




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      -


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 LLCMEDIACOM
                INDIANA LLCMEDIACOM
                IOWA LLCMEDIACOM
                MINNESOTA LLCMEDIACOM
                WISCONSIN LLCMEDIACOM
                ARIZONA LLCMEDIACOM
                CALIFORNIA LLCMEDIACOM
                DELAWARE LLCMEDIACOM
                SOUTHEAST LLCBy:
            Mediacom
                LLC, MemberBy:
            Mediacom
                CommunicationsCorporation,
                MemberBy:
            /s/Name:Title:ZYLSTRA
                COMMUNICATIONS CORP.By:
            /s/Name:Title:c/o
                Mediacom LLC100
                Crystal Run RoadMiddletown,
                New York 10941Attention:
                Mark StephanTelecopier
                No.: (845) 695-2639Telephone
                No.: (845) 695-2600




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      -





JPMORGAN
                CHASE BANK, N.A,as
                Administrative AgentBy:
            /s/Name:Title:Address
                for Notices toJPMorgan
                Chase Bank, N.A.,as
                Administrative Agent:JPMorgan
                Chase Bank, N.A.1111
                Fannin Street, 10thFloorHouston,
                Texas 77002-8069Attention:Loan
                and Agency Services GroupTelephone
                No.:713-750-2102Telecopier
                No.:713-750-2782




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By
      its
      signature below, the undersigned hereby consents to the foregoing Incremental
      Facility Agreement and confirms that the Tranche C 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
                LLCBy:
            Mediacom
                Communications Corporation,MemberBy:
            /s/Name:Title:Address
                for Notices:100
                Crystal Run RoadMiddletown,
                New York 10941Attention:
                Mark StephanTelecopier
                No.: (845) 695-2639Telephone
                No.: (845) 695-2600




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          Facility Agreement (Tranche C Term Loans)
 
 
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      13
      -





MEDIACOM
                MANAGEMENT CORPORATIONBy:
            /s/Name:Title:Address
                for Notices:c/o
                Mediacom LLC100
                Crystal Run RoadMiddletown,
                New York 10941Attention:
                Mark StephanTelecopier
                No.: (845) 695-2639Telephone
                No.: (845) 695-2600




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          Facility Agreement (Tranche C Term Loans)
 
 
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      14
      -




MEDIACOM
                INDIANA PARTNERCO LLCBy:
            Mediacom
                LLC, MemberBy:
            Mediacom
                Communications Corporation,MemberBy:
            /s/Name:Title:Address
                for Notices:c/o
                Mediacom LLC100
                Crystal Run RoadMiddletown,
                New York 10941Attention:
                Mark StephanTelecopier
                No.: (845) 695-2639Telephone
                No.: (845) 695-2600




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          Facility Agreement (Tranche C Term Loans)
 
 
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      15
      -




MEDIACOM
                INDIANA HOLDINGS, L.P.By:
            Mediacom
                Indiana Partnerco LLC, GeneralPartnerBy:
            Mediacom
                LLC, MemberBy:
            Mediacom
                Communications Corporation,MemberBy:
            /s/Name:Title:Address
                for Notices:c/o
                Mediacom LLC100
                Crystal Run RoadMiddletown,
                New York 10941Attention:
                Mark StephanTelecopier
                No.: (845) 695-2639Telephone
                No.: (845) 695-2600




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          Facility Agreement (Tranche C Term Loans)
 
 
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      -


By
      its
      signature below, the undersigned hereby consents to the foregoing Incremental
      Facility Agreement and confirms that the Tranche C 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/Name:Title:ILLINI
                CABLEVISION OF ILLINOIS, INC.By:
            /s/Name:Title:


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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 C Term Loan Lenders .








MEDIACOM
                COMMUNICATIONSCORPORATIONBy:
            /s/Name:
                Mark E. StephanTitle:
                Chief Financial Officer




Incremental
          Facility Agreement (Tranche C Term Loans)




Schedule
      I





[Form
      of
      Lender Addendum]





LENDER
      ADDENDUM





Reference
      is made to the Incremental Facility Agreement dated as of May 5, 2006 (the
      “ Incremental
      Facility Agreement ”)
      between 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 C TERM LOAN LENDERS named therein (the “ Tranche
      C 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 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 becomes a Tranche
      C Term Loan Lender under the Incremental Facility Agreement, having the Tranche
      C Term Loan Commitment, set forth below opposite its name.


Form
          of Lender Addendum
 
 
 -
      2
      -





It
      is
      understood and agreed that if the undersigned also holds any Tranche B Term
      Loans under the Credit Agreement, the undersigned may elect, by notice to the
      Administrative Agent, that the Tranche C Term Loans required to be made by
      the
      undersigned on the Tranche C Term Loan Effective Date shall, to the extent
      of
      the portion of such Tranche C Term Loans not exceeding the aggregate principal
      amount of the Tranche B Term Loans of the undersigned, be made through such
      Tranche B Term Loans being converted into Tranche C Term Loans (and
      each
      reference in the Incremental Facility Agreement or the Amendment and Restatement
      to the “making” of any Tranche C Term Loan, or words of similar import, shall in
      the case of the undersigned be deemed to include such conversion) .





This
      Lender Addendum shall be governed by, and construed in accordance with, the
      law
      of the State of New York (without giving effect to any conflict of laws
      principles under New York law).





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.




Form
          of Lender Addendum
 
 
 - 3
      -


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
      5th day of May, 2006.





Tranche
                C Term Loan Commitment:[Name
                of Tranche C Term Loan Lender]$
            1By:
            /s/Name:Title:











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








1
            Lenders
                may insert “Full Conversion” in lieu of a Dollar Commitment here if they
                wish to convert all outstanding Tranche B Term Loans into Tranche
                C Term
                Loans. This option is available only if the Dollar amount of the
                Tranche C
                Terms Loans to be held after conversion are*exactly
                equal*to
                the Dollar amount of the Tranche B Term Loans being
                converted.




Form
          of Lender Addendum
 
 -
          4 -




Accepted
                and agreed:JPMORGAN
                CHASE BANK, N.A.,as
                Administrative AgentBy:
            /s/Name:Title:MEDIACOM
                ILLINOIS LLCMEDIACOM
                INDIANA LLCMEDIACOM
                IOWA LLCMEDIACOM
                MINNESOTA LLCMEDIACOM
                WISCONSIN LLCMEDIACOM
                ARIZONA LLCMEDIACOM
                CALIFORNIA LLCMEDIACOM
                DELAWARE LLCMEDIACOM
                SOUTHEAST LLCBy:
            Mediacom
                LLC, MemberBy:
            Mediacom
                CommunicationsCorporation,
                MemberBy:
            /s/Name:Title:




Form
          of Lender Addendum
 
 
 -
      5
      -




ZYLSTRA
                COMMUNICATIONS CORP.By:
            /s/Name:c/o
                Mediacom LLC100
                Crystal Run RoadMiddletown,
                New York 10941Attention:
                Mark StephanTelecopier
                No.: (845) 695-2639Telephone
                No.: (845) 695-2600




Form
          of Lender Addendum


Schedule
      II





Form
      of Amendment




[To
      be
      inserted]




Form
      of
      Amendment