EXECUTION
      COPY








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





$800,000,000





INCREMENTAL
      FACILITY AGREEMENT





(TRANCHE
      D TERM LOANS)





dated
      as
      of May 5, 2006





between





MCC
      GEORGIA LLC


MCC
      ILLINOIS LLC


MCC
      IOWA
      LLC


MCC
      MISSOURI LLC





The
      LENDERS Party Hereto





J.P.
      MORGAN SECURITIES INC. and


CITIGROUP
      GLOBAL MARKETS INC.,


as
      Joint
      Lead Arrangers and Joint Bookrunners





and





JPMORGAN
      CHASE BANK, N.A.,


as
      Administrative Agent





CREDIT
      SUISSE SECURITIES (USA) LLC,


DEUTSCHE
      BANK SECURITIES INC. and


HARRIS
      NESBIT FINANCING, INC.,


as
      Documentation Agents





CITIGROUP
      GLOBAL MARKETS INC.,


as
      Syndication Agent








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





INCREMENTAL
      FACILITY AGREEMENT





(TRANCHE
      D TERM LOANS)








INCREMENTAL
      FACILITY AGREEMENT dated as of May 5, 2006, 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 D TERM LOAN LENDERS party hereto (including each Tranche D 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 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 (or, as provided herein, to convert Tranche
      C
      Term Loans into) Incremental Facility Loans. The Borrowers have requested that
      $800,000,000 of Incremental Term Loans be made available to it in two separate
      Series of term loans of which (i) $550,000,000 aggregate principal amount
      will constitute a single Series of Reinstating Incremental Facility Term Loans
      to be made on the Tranche D-1 Term Loan Effective Date (as defined below) and
      (ii) $250,000,000 aggregate principal amount will constitute a single
      Series of Incremental Facility Term Loans to be made on the Tranche D-2 Term
      Loan Effective Date (as defined below). The Tranche D Term Loan Lenders (as
      defined below) are willing to make (or, in the case of the Tranche D-1 Term
      Loan
      Lenders, to convert Tranche C Term Loans into) 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:


Incremental
          Facility Agreement (Tranche D Term Loans)
 
 
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      -


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:





“ Amendment
      No. 2 ”
shall
      mean Amendment No. 2 to the Amendment and Restatement, 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 D 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 D Term Loan Lender as provided in
      Section 2.06.





“ Tranche
      D Term Loan Commitments ”
shall
      mean, collectively, the Tranche D-1 Term Loan Commitments and the Tranche D-2
      Term Loan Commitments.





“ Tranche
      D Term Loan Lenders ”
shall
      mean, collectively, the Tranche D-1 Term Loan Lenders and the Tranche D-2 Term
      Loan Lenders.





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





“ Tranche
      D Term Loans ”
shall
      mean, collectively, the Tranche D-1 Term Loans and the Tranche D-2 Term
      Loans.





“ Tranche
      D-1 Term Loan Commitment ”
shall
      mean, with respect to each Tranche D-1 Term Loan Lender, the commitment of
      such
      Lender to make Tranche D-1 Term Loans hereunder (or, as provided herein, to
      convert Tranche C Term Loans into Tranche D-1 Terms Loans hereunder). The amount
      of each Tranche D-1 Term Loan Lender’s Tranche D-1 Term Loan Commitment is set
      forth in the Lender Addendum executed and delivered by such Tranche D-1 Term
      Loan Lender. The aggregate original amount of the Tranche D-1 Term Loan
      Commitments is $550,000,000.





“ Tranche
      D-1 Term Loan Lender ”
shall
      mean (a) on the date hereof, a Lender having Tranche D-1 Term Loan
      Commitments that has executed and delivered a Lender Addendum and
      (b) thereafter, the Lenders from time to time holding Tranche D-1 Term Loan
      Commitments or Tranche D-1 Term Loans after giving effect to any assignments
      thereof pursuant to Section 11.06 of the Amendment and
      Restatement.


Incremental
          Facility Agreement (Tranche D Term Loans)
 
 
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      -


“ Tranche
      D-1 Term Loan Effective Date ”
shall
      mean the date on which the conditions specified in Section 4.01 are satisfied
      (or waived by the Majority Tranche D-1 Term Loan Lenders).





“ Tranche
      D-1 Term Loan ”
shall
      mean a Loan made on the Tranche D-1 Term Loan Effective Date (or, as provided
      herein, converted from Tranche C Term Loans) 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
      D-2 Term Loan Commitment ”
shall
      mean, with respect to each Tranche D-2 Term Loan Lender, the Commitment of
      such
      Lender to make Tranche D-2 Term Loans hereunder. The amount of each Tranche
      D-2
      Term Loan Lender’s Tranche D-2 Term Loan Commitment is set forth in the Lender
      Addendum executed and delivered by such Tranche D-2 Term Loan Lender. The
      aggregate original amount of the Tranche D-2 Term Loan Commitments is
      $250,000,000.





“ Tranche
      D-2 Term Loan Lender ”
shall
      mean (a) on the date hereof, a Lender having a Tranche D-2 Term Loan
      Commitment that has executed and delivered a Lender Addendum and
      (b) thereafter, the Lenders from time to time holding Tranche D-2 Term Loan
      Commitments or Tranche D-2 Term Loans after giving effect to any assignments
      thereof pursuant to Section 11.06 of the Amendment and
      Restatement.





“ Tranche
      D-2 Term Loan ”
shall
      mean a loan made on the Tranche D-2 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
      D-2 Term Loan Effective Date ”
shall
      mean the date on which the conditions specified in Section 4.02 are satisfied
      or
      waived by the Majority Tranche D-2 Term Loan Lenders.








ARTICLE
      II





TRANCHE
      D
      TERM LOANS





Section
      2.01. Commitments .
      Subject
      to the terms and conditions set forth herein and in the Amendment and
      Restatement, (i) each Tranche D-1 Term Loan Lender agrees to make
      Tranche D-1 Term Loans to the Borrowers (or, as provided below, to convert
      Tranche C Term Loans) in Dollars, in an aggregate principal amount equal to
      such
      Tranche D-1 Term Loan Lender’s Tranche D-1 Term Loan Commitment on the Tranche
      D-1 Term Loan Effective Date and (ii) each Tranche D-2 Term Loan Lender
      agrees to make Tranche D-2 Term Loans to the





Incremental
            Facility Agreement (Tranche D Term Loans)
 
 
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        -




Borrowers
        in Dollars, in an aggregate principal amount equal to such Tranche D-2 Term
        Loan
        Lender’s Tranche D-2 Term Loan Commitment on the Tranche D-2 Term Loan Effective
        Date. Proceeds of the Tranche D Term Loans shall be available for the making
        of
        Restricted Payments permitted under the Amendment and Restatement, the payment
        of fees and expenses related thereto and any use permitted under
        Section 8.17(c) of the Amendment and Restatement (including the general
        business purposes of the Borrowers) and in addition, proceeds of Tranche
        D-1
        Term Loans shall be available for the prepayment of the Tranche C Term
        Loans.




Notwithstanding
      the foregoing, it is understood and agreed that any Tranche D-1 Term Loan Lender
      that also holds any Tranche C Term Loans may elect, by notice to the
      Administrative Agent, that the Tranche D-1 Term Loans required to be made by
      such Lender on the Tranche D-1 Term Loan Effective Date shall, to the
      extent of the portion of such Tranche D-1 Term Loans not exceeding the aggregate
      principal amount of the Tranche C Term Loans of such Lender, be made through
      such Tranche C Term Loans being converted into Tranche D-1 Term Loans (and
      each
      reference in this Agreement or the Amendment and Restatement to the “making” of
      any Tranche D-1 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 D-1 Term Loans into which
      the
      Tranche C Term Loans are so converted shall be treated identically to the
      Tranche D Terms Loans being funded (and not being converted from Tranche C
      Term
      Loans) on the Tranche D-1 Term Loan Effective Date and Tranche D-1 Term Loan
      Commitments shall terminate after the Borrowing of the Tranche D-1 Term Loans
      on
      the Tranche D-1 Term Loan Effective Date and shall have identical Interest
      Periods in identical proportions and durations as all other Tranche D Loans
      (and, for these purposes, any Interest Periods for Tranche C Term Loans that
      are
      Eurodollar Loans in effect on the Tranche D-1 Term Loan Effective Date
      shall be terminated on the Tranche D-1 Term Loan Effective Date, and any such
      converting Lender shall be paid accrued interest on its Tranche C Term Loans being so
      converted, together with any amounts payable under Section 5.05 of the
      Amendment and Restatement, as if the Tranche C Term Loans were being prepaid
      in
      full on the Tranche D-1 Term Loan Effective Date) .





Section
      2.02. Termination
      of Commitments. Unless
      previously terminated, the Tranche D-1 Term Loan Commitments shall terminate
      after the Borrowing of the Tranche D-1 Term Loans on the Tranche D-1 Term Loan
      Effective Date and
      the
      Tranche D-2 Term Loan Commitments shall terminate after the Borrowing of the
      Tranche D-2 Term Loans on the Tranche D-2 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 D Term Loan Lenders the
      principal of the Tranche D-1 Term Loans and Tranche D-2 Term Loans held by
      such
      Tranche D Term Loan Lender on each Principal Payment Date set forth in
      column (A) below, by an amount equal to the percentage of the Tranche D-1
      Term Loan Closing Balance and the Tranche D-2 Term Loan Closing Balance (each
      as
      defined below), as applicable,


Incremental
            Facility Agreement (Tranche D Term Loans)
 
 
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  set
      forth
      in column (B) below of the aggregate principal amount of the Tranche D-1 Term
      Loans and the Tranche D-2 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%March
                31, 2012
            
            0.250%June
                30, 2012
            
            0.250%September
                30, 2012
            
            0.250%December
                31, 2012
            
            0.250%


Incremental
            Facility Agreement (Tranche D Term Loans)
 
 
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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, (i) the “ Tranche
      D-1 Term Loan Closing Balance ”
shall
      mean the aggregate principal amount of the Tranche D-1 Term Loans outstanding
      hereunder on the close of business on the Tranche D-1 Term Loan Effective Date
      and (ii)  “ Tranche
      D-2 Term Loan Closing Balance ”
shall
      mean the aggregate principal amount of the Tranche D-2 Term Loans outstanding
      hereunder on the close of business on the Tranche D-2 Term Loan Effective
      Date.





To
      the
      extent not previously paid, all Tranche D Term Loans shall be due and payable
      on
      the Tranche D Term Loan Maturity Date. Notwithstanding the foregoing, if the
      11%
      senior notes due July 15, 2013 issued by Mediacom Broadband LLC and Mediacom
      Broadband Corporation are not refinanced by April 15, 2013, the maturity of
      the
      Tranche D Term Loans shall be accelerated to such date.





Section
      2.04. Applicable
      Margin .
      The
      Applicable Margin for Tranche D 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 Amendment and Restatement) indicated
      below (except that anything in this Agreement or the Amendment and Restatement
      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%




Section
      2.05. Prepayment Premium. Any optional prepayment of Tranche D Term Loans
      effected on or prior to the first anniversary of the Tranche D-1 Term Loan
      Effective




Incremental
            Facility Agreement (Tranche D Term Loans)
 
 
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        -




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 Amendment and Restatement pursuant to an amendment thereto, including
      any conversion of Tranche D 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 D Term
      Loans.





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




Section
      2.07. Status
      of Agreement .
      The
      Tranche D Term Loan Commitments of the Tranche D Term Lenders constitute
      Incremental Term Loan Commitments of which (i) $500,000,000 of the Tranche
      D-1 Term Loan Commitments constitute Reinstating Incremental Facility Term
      Loan
      Commitments and (ii) $50,000,000 of the Tranche D-1 Term Loan Commitments
      and $250,000,000 of the Tranche D-2 Term Loan Commitments constitute utilization
      of the $500,000,000 of Incremental Term Loans available under Section
      2.01(e)(iii). In addition, the Tranche D Term Loan Lenders constitute
      Incremental Facility Term Loan Lenders, the Tranche D-1 Term Loans constitute
      a
      single Series of Incremental Facility Term Loans and the Tranche D-2 Term Loans
      constitute a single Series of Incremental Facility Term Loans under Section
      2.01(e) of the Amendment and Restatement.




Section
      2.08. Tranche
      D-2 Ticking Fee .
      From
      and after the Tranche D-1 Term Loan Effective Date and until the Tranche D-2
      Term Loan Effective Date, the Borrowers shall pay to the Administrative Agent
      for the account of the Tranche D-2 Term Loan Lenders, in accordance with their
      pro rata share of Tranche D-2 Term Loan Commitments, a fee
      (the " Tranche
      D-2 Ticking Fee "),
      which
      shall accrue at the rate per annum of 0.375% on the Tranche D-2 Term Loan
      Commitments and shall be payable on the earlier of (i) Tranche D-2 Term
      Loan Effective Date and (ii) July 1, 2006.




.





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


Incremental
            Facility Agreement (Tranche D Term Loans)
 
 
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        -
  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. Tranche
      D-1 Term Loan Effective Date .
      The
      obligations of the Tranche D-1 Term Loan Lenders to make Tranche D-1 Term Loans
      are subject to the conditions precedent that each of the following conditions
      shall have been satisfied (or waived by the Majority Tranche D-1 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 D Term Loan Lenders for aggregate
      Tranche D Term Loan Commitments in an amount equal to $800,000,000 (of which
      $550,000,000 shall be Tranche D-1 Term Loan Commitments and $250,000,000 shall
      be Tranche D-2 Term Loan Commitments).





(b) Opinion
      of Counsel to Obligors .
      The
      Administrative Agent shall have received an opinion, dated the Tranche D-1
      Term
      Loan Effective Date, of Sonnenschein Nath & Rosenthal LLP, counsel to the
      Obligors, covering such matters as the Administrative Agent or any Tranche
      D
      Term Loan Lender may reasonably request (and the Borrowers hereby instruct
      counsel to deliver such opinion to the Tranche D 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 D-1 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





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            Facility Agreement (Tranche D Term Loans)
 
 
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        -


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 Citigroup Global Markets
      Inc. as the Joint Lead Arrangers and Joint Bookrunners, shall have received
      all
      fees and other amounts due and payable on or prior to the Tranche D-1 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 C Term Loans .
      The
      principal of and interest on and all other amounts (including any amounts
      payable under Section 5.05 of the Amendment and Restatement) owing in
      respect of the Tranche C Term Loans shall, to the extent not converted into
      Tranche D-1 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 D-1 Term Loans.





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





Section
      4.02. Tranche
      D-2 Term Loan Effective Date .
      The
      obligations of the Tranche D-2 Term Loan Lenders to make Tranche D-2 Term Loans
      are subject to the conditions precedent that each of the following conditions
      shall have been satisfied (or waived by the Majority Tranche D-2 Term Loan
      Lenders):





(a) Section
      4.01 Conditions. Each of
      the conditions set forth in Section 4.01 shall have satisfied.





(b) Representations
      and Warranties .
      The
      representations and warranties of the Borrowers set forth in this Agreement
      shall be true and correct on and as of the Tranche D-2 Term Loan Effective
      Date.





(c) Defaults .
      At the
      time of and immediately after giving effect to the borrowing to occur on the
      Tranche D-2 Term Loan Effective Date, no Default shall have occurred and be
      continuing.





(d) Availability .
      Such
      Tranche D-2 Term Loan shall be made on or before July 1, 2006.





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            Facility Agreement (Tranche D Term Loans)
 
 
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(e) Tranche
      D-2 Ticking Fee .
      The
      Administrative Agent shall have received the Tranche D-2 Ticking Fee for the
      account of the Tranche D-2 Term Loan Lenders.





(f) Other
      Documents. Such
      other documents as the Administrative Agent or any Tranche D 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 Broadband LLC, J.P. Morgan Securities Inc. and Citigroup Global Markets
      Inc., the Obligors jointly and severally agree to pay, or reimburse JPMorgan
      Securities Inc. and Citigroup Global Markets Inc. for paying, all reasonable
      out-of-pocket expenses incurred by JPMorgan Securities Inc. and Citigroup Global
      Markets Inc. 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).




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


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            Facility Agreement (Tranche D Term Loans)
 
 
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its
      behalf Amendment No. 2 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. 2.





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            Facility Agreement (Tranche D Term Loans)
 
 
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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.





MCC
                GEORGIA LLCMCC
                ILLINOIS LLCMCC
                IOWA LLCMCC
                MISSOURI LLCBy
            Mediacom
                Broadband LLC, a MemberBy
            Mediacom
                Communications Corporation,a
                MemberBy:
            /s/
              Mark E. StephenName:
            Mark
              E. StephanTitle:
            Chief
              Financial Officerc/o
                Mediacom Communications Corporation100
                Crystal Run RoadMiddletown,
                New York 10941Attention:
                Mark E. StephanTelecopier
                No.: (845) 695-2639Telephone
                No.: (845) 695-2600


Incremental
            Facility Agreement (Tranche D Term Loans)
 
 
 - 13
        -




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


Incremental
          Facility Agreement (Tranche D Term Loans)
 
 
 - 14
      -


By
      its
      signature below, the undersigned hereby consents to the foregoing Incremental
      Facility Agreement and confirms that the Tranche D 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 LLCBy
                Mediacom Communications Corporation, aMemberBy:
            /s/
              Mark E. StephenName:
                Mark E. StephanTitle:
                Chief Financial Officer


Incremental
          Facility Agreement (Tranche D Term Loans)
 
 
 - 15
      -


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 D Term Loan Lenders .








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


Incremental
          Facility Agreement (Tranche D 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 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 D TERM LOAN LENDERS named therein (the “ Tranche
      D 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 (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 becomes a Tranche
      D Term Loan Lender under the Incremental Facility Agreement, having the Tranche
      D Term Loan Commitment, set forth below opposite its name.





It
      is
      understood and agreed that if the undersigned also holds any Tranche C Term
      Loans under the Amendment and Restatement, the undersigned may elect, by notice
      to the Administrative Agent, that the Tranche D-1 Term Loans required to be
      made
      by the undersigned on the Tranche D-1 Term Loan Effective Date shall, to the
      extent of the portion of such Tranche D-1 Term Loans not exceeding the
      aggregate principal amount of the Tranche C Term Loans of the undersigned,
      be
      made through such Tranche C Term Loans being converted into Tranche D-1 Term
      Loans (and
      each
      reference in the Incremental Facility Agreement or the Amendment and Restatement
      to the “making” of any Tranche D-1 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).


Form
          of
          Lender Addendum
 
 
 -
      2
      -


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.







Amount
                ofTranche
                D-1 Term Loan Commitment:
            
            [Name
                of Tranche D Term Loan Lender]$
            1
            
            
            By:
            /s/Name:Title:Tranche
                D-2 Term Loan Commitment:$













**[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 C Term Loans into Tranche
                D-1 Term
                Loans. This option is available only if the Dollar amount of the
                Tranche
                D-1 Terms Loans to be held after conversion are*exactly
                equal*to
                the Dollar amount of the Tranche C Term Loans being
                converted.


Form
            of
            Lender Addendum
 
 
 - 4
        -




Accepted
                and agreed:JPMORGAN
                CHASE BANK, N.A.,as
                Administrative AgentBy:
            /s/Name:Title:MCC
                GEORGIA LLCMCC
                ILLINOIS LLCMCC
                IOWA LLCMCC
                MISSOURI LLCBy
            Mediacom
                Broadband LLC, a MemberBy
            Mediacom
                Communications Corporation,a
                MemberBy:
            /s/Name:Title:


Form
            of
            Lender Addendum
  Schedule
      II





Form
      of Amendment




[To
      be
      inserted]




Form
      of Amendment