EXECUTION
      COPY





AMENDMENT
      NO. 1





AMENDMENT
      NO. 1 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 ”) and
      JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent (the
“ Administrative
      Agent ”)
      pursuant to authority granted by the Majority Lenders pursuant to Section 11.04
      of the Credit Agreement referred to below.





The
      Borrowers, the lenders party thereto, and the Administrative Agent are parties
      to a Credit Agreement dated as of October 21, 2004 (as modified and supplemented
      and in effect from time to time, the “ Credit
      Agreement ”),
      providing, subject to the terms and conditions thereof, for extensions of credit
      (by means of loans and letters of credit) to be made by said lenders to the
      Borrowers in an aggregate principal or face amount not exceeding $1,150,000,000
      (which may, in circumstances therein provided, be increased to
      $1,800,000,000).





The
      Borrowers and the Administrative Agent, pursuant to authority granted by, and
      having obtained the consent of Lenders party to the Credit Agreement
      constituting the Majority Lenders wish now to amend the Credit Agreement in
      certain respects, and accordingly, the parties hereto hereby agree as
      follows:


Amendment
          No. 1
 
 
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Section
      1. Definitions .
      Except
      as otherwise defined in this Amendment No. 1, terms defined in the Credit
      Agreement are used herein as defined therein.





Section
      2. Amendments .
      Subject
      to the satisfaction of the conditions precedent specified in Section 4
      below, but effective as of the date hereof, the Credit Agreement shall be
      amended as follows:





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





2.02. Definitions .
      Section 1.01 of the Credit Agreement shall be amended by amending the
      following definitions (to the extent already included in said Section 1.01)
      and adding the following definitions in the appropriate alphabetical location
      (to the extent not already included in said Section 1.01):





“ Affiliate
      Subordinated Indebtedness ”
shall
      mean Indebtedness to an Affiliate (i) for which a Borrower is directly and
      primarily liable, (ii) in respect of which none of its Subsidiaries is
      contingently or otherwise obligated, (iii) that is subordinated to the
      obligations of the Borrowers to pay principal of and interest on the Loans,
      Reimbursement Obligations, fees and other amounts payable hereunder and under
      the other Loan Documents pursuant to an Affiliate Subordinated Indebtedness
      Subordination Agreement, (iv) that does not mature prior to January 31,
      2016, and that is issued pursuant to documentation containing terms (including
      interest, covenants and events of default) in form and substance satisfactory
      to
      the Majority Lenders, (v) that states by its terms that principal and
      interest in respect thereof shall only be payable to the extent permitted under
      Section 8.09 hereof and (vi) that is pledged by the respective holder
      thereof to the Administrative Agent in a manner that creates a first priority
      perfected security interest in favor of the Administrative Agent, as collateral
      security for the obligations of the Borrowers hereunder, pursuant to (in the
      case of Mediacom LLC) the Guarantee and Pledge Agreement and (in the case of
      any
      other holder) a security document in form and substance satisfactory to the
      Administrative Agent.





“ Majority
      Lenders ”
shall
      mean, subject to the last paragraph of Section 11.04 hereof, Lenders having
      more than 50% of the sum of (a) the aggregate outstanding principal amount
      of the Term Loans of each Class or, if the Term Loans of either Class shall
      not
      have been made, the aggregate outstanding principal amount of the Term Loan
      Commitments of such Class plus (b) the aggregate outstanding principal amount of the Incremental Facility
      Term Loans of each Series or, if the Incremental Facility Term Loans of such
      Series shall not have been made, the aggregate outstanding principal amount
      of
      the Incremental Facility Commitments of such Series plus (c) the sum of (i) the aggregate unused amount, if any, of the
      Incremental Facility Revolving Credit Commitments of each Series at such time plus (ii) the aggregate amount of Letter of Credit




Amendment
          No. 1
 
 
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      3
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Liabilities
      in respect of Incremental Facility Letters of Credit of each Series at such
      time plus (iii) the aggregate outstanding principal amount of the Incremental
      Facility Revolving Credit Loans of each Series at such time plus (d) the sum of (i) the aggregate unused amount, if any, of the
      Revolving Credit Commitments at such time plus (ii) the aggregate amount of Letter of Credit Liabilities in respect of Revolving
      Credit Letters
      of Credit at such time plus (iii) the aggregate outstanding principal amount of the Revolving Credit
      Loans at such time.




The
      “Majority Lenders” of a particular Class of Loans shall mean Lenders having
      outstanding Loans, Letter of Credit Liabilities, Commitments or unused
      Commitments (as applicable, and determined in the manner provided above) of
      such
      Class representing more than 50% of the total outstanding Loans, Letter of
      Credit Liabilities, Commitments or unused Commitments of such Class at such
      time.




Notwithstanding
      any of the foregoing, (i) for purposes of modifying, waiving or making any
      determination (including taking any action under the last paragraph of
      Section 9.01) with respect to Section 8.10(a), (b) or (c), the
“Majority Lenders” shall mean the Lenders having outstanding Loans, Letter of
      Credit Liabilities, Commitments or unused Commitments (other than the Tranche
      C
      Term Loans and Tranche C Term Loan Commitments) representing more than 50%
      of
      the total outstanding Loans, Letter of Credit Liabilities, Commitments or unused
      Commitments (other than the Tranche C Term Loans and Tranche C Term Loan
      Commitments) and (ii) for purposes of modifying, waiving or making any
      determination (including taking any action under the last paragraph of
      Section 9.01) with respect to Section 8.10(d), the “Majority Lenders”
shall mean Lenders having outstanding Tranche C Term Loans representing more
      than 50% of the total outstanding Tranche C Term Loans.




“ Reinstating ”,
      when
      used with respect to any Incremental Facility Commitment, Incremental Facility
      Loan or Incremental Facility Letter of Credit of any Series, shall refer to
      (a) in the case of any Incremental Facility Revolving
      Credit Commitments of any Series, Incremental Facility Revolving Credit Commitments
      of
      such Series that replace or reinstate an amount equal to all or any portion
      of
      either the Revolving Credit Commitments as of the Closing Date or the
      Incremental Facility Revolving
      Credit Commitments of any other Series hereunder, whether concurrently with a voluntary
      or scheduled reduction of such Commitments or at any time thereafter, and
      (b) in the case of any Incremental Facility Term Loans of any Series,
      Incremental Facility Term Loans of such Series either (i) the proceeds of
      which are applied to the replacement, repayment or prepayment of Term Loans
      of
      any Class or Incremental Facility Term Loans of any Series or (ii) that
      reinstate an amount equal to the Term Loan Commitments or Incremental Facility
      Term Loan Commitments that have previously expired or been terminated and as
      to
      which the Term Loans or Incremental Facility Term Loans thereunder have been
      paid.




Amendment
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“ System
      Cash Flow ”
shall
      mean, for any period, the sum, for the Borrowers and their Subsidiaries
      (determined on a combined basis without duplication in accordance with GAAP),
      of
      the following: (a) gross operating revenues (not including extraordinary or
      unusual items but including business interruption insurance (to the extent
      it
      represents lost revenue for such period)) for such period minus (b) all operating expenses (not including extraordinary or unusual items)
      for such period, including, without limitation, technical, programming and
      selling, general and administrative expenses, but excluding (to the extent
      included in operating expenses) income taxes, Management Fees, depreciation,
      amortization, interest expense (including, without limitation, all items
      included in Interest Expense) and any extraordinary or unusual items plus (c) any compensation received for management services provided by the
      Borrowers during any such period in respect of any Franchises retained by the
      seller pursuant to any agreement for the purchase of such Franchises by the
      Borrowers during any such period plus (d) non-cash operating expenses, including,
      without limitation, any non-cash compensation expense realized from grants
      of
      equity instruments or other rights (including, without limitation, stock
      options, stock appreciation or other rights, restricted stock, restricted stock
      units, deferred stock and deferred stock units) to officers, directors and
      employees of the Borrowers and their Subsidiaries .
      For the
      purposes of determining System Cash Flow, gross operating revenues will include
      revenues received in cash in respect of investments, so long as such investments
      are recurring (i.e. reasonably expected to continue for four or more fiscal
      quarters) and do not for any period exceed 20% of gross operating revenues
      for
      such period (not including (i) extraordinary or unusual items and
      (ii) such investment revenues).




Notwithstanding
      the foregoing, if during any period for which System Cash Flow is being
      determined the Borrowers or any of their Subsidiaries shall have consummated
      any
      acquisition of any CATV System or other business, or consummated any
      Disposition, then, for all purposes of this Agreement (other than for purposes
      of the definition of Excess Cash Flow), System Cash Flow shall be determined
      on
      a pro forma basis as if such acquisition or Disposition had been made or
      consummated on the first day of such period.




“ Tranche
      C Term Loan Commitment ”
means,
      with respect to each Tranche C Term Loan Lender, the commitment of such Lender
      to make Tranche C Term Loans under the Tranche C Term Loan Incremental Facility
      Agreement.




“ Tranche
      C Term Loan Lender ”
has
      the
      meaning specified in the Tranche C Term Loan Incremental Facility
      Agreement.




“ Tranche
      C Term Loan ”
means
      an Incremental Term Loan made pursuant to the Tranche C Term Loan Incremental
      Facility Agreement.




“ Tranche
      C Term Loan Incremental Facility Agreement ”
means
      the Incremental Facility Agreement (Tranche C Term Loans) dated as of May 5,
      2006 between the Borrowers, the lenders party thereto and the Administrative
      Agent.




Amendment
          No. 1
 
 
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2.03. References
      to “Refinancing” . Section
      1.01 of the Existing Credit Agreement shall be further amended by deleting
      the
      definition of “Refinancing”. In addition, references in the Credit Agreement to
“Refinancing” in provisions not otherwise amended hereby (including in the
      definition of “Incremental Facility Commitments”, and in Section 2.01(d))
      are hereby replaced with “Reinstating”.





2.04. Incremental
      Facility Loans .
      Section 2.01(d) of the Credit Agreement is hereby amended to read in its
      entirety as follows:





“(d) Incremental
      Facility Loans .
      In
      addition to borrowings of Term Loans and Revolving Credit Loans provided above,
      the Borrowers may at any time and from time to time request that the Lenders
      (or
      additional financial institutions that will become Lenders hereunder) enter
      into
      commitments to make Incremental Facility Revolving
      Credit Loans
      (and participate in Incremental Facility Letters of Credit, under Incremental
      Facility Revolving Credit Commitments) or Incremental Facility Term Loans of
      one
      or more Series hereunder. In the event that one or more Lenders (which term,
      as
      used in this paragraph (d) shall include such additional financial
      institutions) offer, in their sole discretion, to enter into such commitments,
      and such Lenders, the Borrowers and the Administrative Agent (and, if
      applicable, the Issuing Lenders) agree pursuant to an instrument in writing
      (the
      form and substance of which shall be satisfactory, and a copy of which shall
      be
      delivered, to the Administrative Agent and the Lenders making such Loans and,
      if
      applicable, the Issuing Lenders; any such instrument for any Series of
      Incremental Loans being herein called an “ Incremental
      Facility Agreement ”
for
      such Series) as to the amount of such commitments that shall be allocated to
      the
      respective Lenders making such offers, the fees (if any) to be payable by the
      Borrowers in connection therewith and the amortization and interest rate to
      be
      applicable thereto, such Lenders shall become obligated to make Incremental
      Facility Loans, and (if applicable) to participate in Incremental Facility
      Letters of Credit, under this Agreement in an amount equal to the amount of
      their respective Incremental Facility Commitments. The Incremental Facility
      Loans to be made, and (if applicable) Incremental Facility Letters of Credit
      to
      be issued, pursuant to any Incremental Facility Agreement in response to any
      such request by the Borrowers shall be deemed to be a separate “ Series ”
of
      Incremental Facility Loans, or (if applicable) Incremental Facility Letters
      of
      Credit, for all purposes of this Agreement.





Anything
      herein to the contrary notwithstanding, the following additional provisions
      shall be applicable to Incremental Facility Commitments and Incremental Facility
      Loans:





(i) the
      minimum aggregate principal amount of Incremental Facility Commitments entered
      into pursuant to any such request (and, accordingly, the minimum aggregate
      principal amount of any Series of Incremental Facility Loans and Incremental
      Facility Letters of Credit) shall be $10,000,000,


Amendment
          No. 1
 
 
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(ii) any
      additional financial institution that is not already a Lender hereunder that
      will provide all or any portion of the Incremental Facility Commitment of any
      Series shall be approved by the Borrowers and the Administrative Agent (which
      approval shall not be unreasonably withheld) and, in the case of any Incremental
      Facility Revolving
      Credit Commitments that provide for Letters of Credit, by each applicable Issuing
      Lender,





(iii) the
      aggregate amount of all unused Incremental Facility Commitments and Incremental
      Facility Loans and Incremental Facility Letters of Credit of all Series shall
      not exceed $650,000,000 at any time, except that the limitations of this
      clause (iii) shall not apply to Reinstating Incremental Facility
      Commitments, Reinstating Incremental Facility Loans and Reinstating Incremental
      Facility Letters of Credit,





(iv) in
      no
      event shall the final maturity date for the Incremental Facility Term Loans
      of
      any Series, or the final commitment termination date of any Incremental Facility Revolving
      Credit Commitments of any Series, be earlier than the final Principal Payment Date
      for
      the Tranche C Term Loans, except that the limitations of this clause (iv)
      shall not apply to (x) Incremental Facility Revolving
      Credit Commitments and Incremental Facility Term Loans in an aggregate amount as to
      all
      Series up to but not exceeding $200,000,000, so long as the commitment
      termination date or final maturity thereof is not earlier than the Revolving
      Credit Commitment Termination Date (in the case of Incremental Facility Revolving
      Credit Commitments) or the final Principal Payment Date for the Tranche A Term
      Loans (in the case of Incremental Facility Term Loans) or (y) Reinstating
      Incremental Facility Commitments, Reinstating Incremental Facility Loans and
      Reinstating Incremental Facility Letters of Credit,





(v) the
      Incremental Facility Term Loans, and Incremental Facility Revolving
      Credit Commitments, shall have an average life at least as long as any other Class
      of
      Loans with the longest average life, except that the limitations of this
      clause (v) shall not apply to (x) Incremental Facility Revolving
      Credit Commitments and Incremental Facility Term Loans in an aggregate amount as to
      all
      Series up to but not exceeding $200,000,000, so long as the weighted average
      life to maturity thereof is not earlier than the weighted
      average life to maturity applicable to the Revolving Credit Commitments
      hereunder (in
      the
      case of Incremental Facility Revolving Credit Commitments) or Tranche A Term
      Loans hereunder (in the case of Incremental Facility Term Loans) or
      (y) Reinstating Incremental Facility Commitments, Reinstating Incremental
      Facility Loans and Reinstating Incremental Facility Letters of
      Credit,


Amendment
          No. 1
 
 
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(vi) in
      no
      event shall the aggregate principal amount of all Revolving Credit Commitments
      and Reinstating Incremental Facility Revolving Credit Commitments as in effect
      at any time exceed the Revolving Credit Commitments on the Closing Date, and
      the
      Reinstating Incremental Facility Revolving Credit Commitments shall not have
      a
      commitment termination date earlier than the scheduled commitment termination
      date for the Commitments being replaced or reinstated or a commitment reduction
      schedule with an average life to maturity earlier than the average life to
      maturity of the commitment reduction schedule of the Commitments being replaced
      or reinstated,





(vii) in
      no
      event shall the aggregate principal amount of all Term Loans and Reinstating
      Incremental Facility Term Loans of any Class outstanding at any time exceed
      the
      aggregate principal amount of the Term Loans outstanding on the Closing Date,
      and the Reinstating Incremental Facility Term Loans shall not have a final
      maturity date earlier than the final maturity date of the Loans being refinanced
      or reinstated or an average life to maturity earlier than the average life
      to
      maturity of the Loans being refinanced or reinstated and





(viii) except
      for the amortization and interest rate and financial covenants (which may be
      less restrictive than those set forth in Section 8.10 hereof) to be
      applicable thereto, any fees to be paid in connection therewith and, if
      applicable, the terms upon which Incremental Facility Letters of Credit are
      to
      be issued, the Incremental Facility Loans and Incremental Facility Letters
      of
      Credit of any Series shall have the same terms applicable to the Revolving
      Credit Loans,
      Term Loans and Letters of Credit hereunder, provided that any
      Incremental Facility Loans may provide for any terms, whether or not the same
      as
      those applicable to the Revolving
      Credit Loans,
      Term Loans and Letters of Credit hereunder, if such terms become effective
      upon
      the payment in full of the Revolving
      Credit Loans,
      Term Loans and Letters of Credit hereunder.





Following
      execution and delivery by the Borrowers, one or more Incremental Facility
      Lenders and the Administrative Agent as provided above of an Incremental
      Facility Agreement with respect to any Series then, subject to the terms and
      conditions set forth herein:





(x) if
      such
      Incremental Facility Loans are to be Incremental Facility Revolving Credit
      Loans, each Incremental Facility Lender of such Series agrees to make
      Incremental Facility Revolving Credit Loans of such Series to the Borrowers,
      and
      (if applicable) issue Incremental Facility Letters of Credit of such Series
      for
      the account of the Borrowers, from time to time during the availability period
      for such Loans as set forth in such Incremental Facility Agreement, in each
      case
      in an aggregate amount


Amendment
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that
      will
      not result in such Lender’s Incremental Facility Revolving Credit Loans and
      Incremental Facility Letters of Credit of such Series exceeding such Lender’s
      Incremental Facility Revolving Credit Commitment of such Series; within the
      foregoing limits and subject to the terms and conditions set forth herein,
      the
      Borrowers may borrow, prepay and reborrow Incremental Facility Revolving Credit
      Loans of such Series; and





(y)         
      i f
      such
      Incremental Facility Loans are to be Incremental Facility Term Loans, each
      Incremental Facility Term Loan Lender of such Series agrees to make Incremental
      Facility Term Loans of such Series to the Borrowers from time to time during
      the
      availability period for such Loans set forth in such Incremental Facility
      Agreement, in a principal amount up to but not exceeding such Lender’s
      Incremental Facility Term Loan Commitment of such Series.





Proceeds
      of Incremental Facility Loans and Incremental Facility Letters of Credit
      hereunder shall be available for any use permitted under Section 8.16(b)
      hereof.”





2.05. No
      Reinstatement .
      Section 2.04(c) of the Credit Agreement is hereby amended to read in its
      entirety as follows:





“(c) No
      Reinstatement .
      Except
      for Reinstating Incremental Facility Revolving Credit Commitments or Reinstating
      Incremental Facility Term Loan Commitments, the Commitments once terminated
      or
      reduced may not be reinstated.”





2.06. Certain
      Financial Covenants .
      Section 8.10 of the Credit Agreement is hereby amended to read in its
      entirety as follows:





“ 8.10 Certain
      Financial Covenants .




(a) Total
      Leverage Ratio . As
      to all
      the Lenders (other than the Tranche C Term Loan Lenders), t he
      Borrowers will not permit the Total Leverage Ratio to exceed the following
      respective ratios at any time during the following respective
      periods:





TotalPeriod
            
            Leverage
                RatioFrom
                April 1, 2006through
                March 31, 2007
            
            5.75
                to 1From
                April 1, 2007through
                March 31, 2008
            
            5.50
                to 1


Amendment
          No. 1
 
 
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From
                April 1, 2008through
                March 31, 2009
            
            4.75
                to 1From
                April 1, 2009and
                at all times thereafter
            
            4.50
                to 1








(b) Interest
      Coverage Ratio . As
      to all
      the Lenders (other than the Tranche C Term Loan Lenders), t he
      Borrowers will not permit the Interest Coverage Ratio to be less than the
      following respective ratios as at the last day of any fiscal quarter ending
      during the following respective periods:





Period
            
            RatioFrom
                April 1, 2006through
                March 31, 2007
            
            1.60
                to 1From
                April 1, 2007through
                March 31, 2008
            
            1.70
                to 1From
                April 1, 2008through
                March 31, 2009
            
            1.90
                to 1From
                April 1, 2009and
                at all times thereafter
            
            2.00
                to 1








(c) Debt
      Service Coverage Ratio . As
      to all
      the Lenders (other than the Tranche C Term Loan Lenders), t he
      Borrowers will not permit the Debt Service Coverage Ratio to be less than 1.10
      to 1 as at any time.





(d) Tranche
      C Term Loan Total Leverage Ratio .
      As to
      the Tranche C Term Loan Lenders, the Borrowers will not permit the Total
      Leverage Ratio to exceed 6.00 to 1 at any time.”





2.07. Use
      of
      Proceeds .
      Section 8.16(c) of the Credit Agreement is hereby amended to read in its
      entirety as follows:





“(c) Incremental
      Facility Loans .
      The
      Borrowers will use the proceeds of the Incremental Facility Loans for any of
      the
      purposes described in paragraph (a) above; provided that
      neither the Administrative Agent nor any Lender shall have any responsibility
      as
      to the use of any of such proceeds.”





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 Credit Agreement,
      and in each of the other Loan Documents, are true and complete on the date
      hereof as if made on and as of the date hereof (or, if any such


Amendment
          No. 1
 
 
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      10
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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. 1 and (b) no Default or Event of Default
      has occurred and is continuing.





Section
      4. Conditions
      Precedent .
      The
      amendments set forth in Section 2 hereof shall become effective, as of the
      date hereof, upon the execution and delivery of this Amendment No. 1 by the
      Borrowers and the Administrative Agent.





Section
      5. Miscellaneous .
      Except
      as herein provided, the Credit Agreement shall remain unchanged and in full
      force and effect. This Amendment No. 1 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. 1 by signing any such counterpart. This Amendment No. 1 shall be governed
      by, and construed in accordance with, the law of the State of New
      York.





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




Amendment
          No. 1
 
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        11
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IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Credit
      Agreement to be duly executed and delivered as of the day and year first above
      written.





BORROWERS





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:




Amendment
          No. 1
 
 
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      12
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ZYLSTRA
                COMMUNICATIONS CORP.By:
            /s/Name:Title:




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          No. 1
 
 
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      13
      -




MEDIACOM
                LLCBy: 
                Mediacom CommunicationsCorporation,
                MemberBy:
            /s/Name:Title:




Amendment
          No. 1
 
 
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      14
      -




MEDIACOM
                MANAGEMENTCORPORATIONBy:
            /s/Name:Title:




Amendment
          No. 1
 
 
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      15
      -





MEDIACOM
                INDIANA PARTNERCOLLCBy:
            Mediacom
                LLC, MemberBy:
            Mediacom
                CommunicationsCorporation,
                MemberBy:
            /s/Name:Title:




Amendment
          No. 1
 
 
 -
      16
      -




MEDIACOM
                INDIANA HOLDINGS, L.P.By:
            Mediacom
                Indiana Partnerco LLC,General
                PartnerBy:
            Mediacom
                LLC, MemberBy:
            Mediacom
                CommunicationsCorporation,
                MemberBy:
            /s/Name:Title:




Amendment
          No. 1
 
 
 -
      17
      -





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




Amendment
          No. 1
 
 
 -
      18
      -





ILLINI
                CABLE HOLDING, INC.By:
            /s/Name:Title:ILLINI
                CABLEVISION OF ILLINOIS,INC.By:
            /s/Name:Title:




Amendment
          No. 1
 
 
 -
      19
      -





ADMINISTRATIVE
      AGENT





JPMORGAN
                CHASE BANK, N.A.,as
                Administrative AgentBy:
            /s/Name:Title: