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                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

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

                              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

                          -----------------------------

                                CREDIT AGREEMENT

                          Dated as of October 21, 2004

                         ------------------------------

                          J.P. MORGAN SECURITIES INC.,
                                       and
                         BANC OF AMERICA SECURITIES LLC,
                  As Joint Lead Arrangers and Joint Bookrunners

                                 CITIBANK, N.A.,
                              As Syndication Agent

                               WACHOVIA BANK, N.A.
                                       and
                           CREDIT SUISSE FIRST BOSTON,
                           As Co-Documentation Agents

                              JPMORGAN CHASE BANK,
                             as Administrative Agent

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



                                TABLE OF CONTENTS

      This Table of Contents is not part of the Agreement to which it is
attached but is inserted for convenience of reference only.



                                                                                                                   Page
                                                                                                                
Section 1.  Definitions and Accounting Matters...................................................................    2

         1.01  Certain Defined Terms.............................................................................    2
         1.02  Accounting Terms and Determinations...............................................................   31
         1.03  Classes and Types of Loans........................................................................   32
         1.04  Nature of Obligations of Borrowers................................................................   32

Section 2.  Commitments, Loans and Prepayments...................................................................   32

         2.01  Loans.............................................................................................   32
         2.02  Borrowings........................................................................................   37
         2.03  Letters of Credit.................................................................................   37
         2.04  Changes of Commitments............................................................................   43
         2.05  Commitment Fee....................................................................................   44
         2.06  Lending Offices...................................................................................   44
         2.07  Several Obligations; Remedies Independent.........................................................   44
         2.08  Loan Accounts; Promissory Notes...................................................................   45
         2.09  Optional Prepayments and Conversions or Continuations of Loans....................................   45
         2.10  Mandatory Prepayments and Reductions of Commitments...............................................   46

Section 3.  Payments of Principal and Interest...................................................................   49

         3.01  Repayment of Loans................................................................................   49
         3.02  Interest..........................................................................................   52
         3.03  Determination of Applicable Margin................................................................   53

Section 4.  Payments; Pro Rata Treatment; Computations; Etc......................................................   54

         4.01  Payments..........................................................................................   54
         4.02  Pro Rata Treatment................................................................................   55
         4.03  Computations......................................................................................   56
         4.04  Minimum Amounts...................................................................................   56
         4.05  Certain Notices...................................................................................   56
         4.06  Non-Receipt of Funds by the Administrative Agent..................................................   57
         4.07  Sharing of Payments, Etc..........................................................................   58





                                                                                                                 
Section 5.  Yield Protection, Etc................................................................................   60

         5.01  Additional Costs..................................................................................   60
         5.02  Limitation on Types of Loans......................................................................   61
         5.03  Illegality........................................................................................   62
         5.04  Treatment of Affected Loans.......................................................................   62
         5.05  Compensation......................................................................................   63
         5.06  Additional Costs in Respect of Letters of Credit..................................................   64
         5.07  U.S. Taxes........................................................................................   64
         5.08  Replacement of Lenders............................................................................   65

Section 6.  Conditions Precedent.................................................................................   66

         6.01  Initial Extension of Credit.......................................................................   66
         6.02  Initial and Subsequent Extensions of Credit.......................................................   68

Section 7.  Representations and Warranties.......................................................................   69

         7.01  Existence.........................................................................................   69
         7.02  Financial Condition...............................................................................   69
         7.03  Litigation........................................................................................   70
         7.04  No Breach.........................................................................................   70
         7.05  Action............................................................................................   70
         7.06  Approvals.........................................................................................   71
         7.07  ERISA.............................................................................................   71
         7.08  Taxes.............................................................................................   71
         7.09  Investment Company Act............................................................................   71
         7.10  Public Utility Holding Company Act................................................................   71
         7.11  Material Agreements and Liens.....................................................................   71
         7.12  Environmental Matters.............................................................................   72
         7.13  Capitalization....................................................................................   73
         7.14  Subsidiaries and Investments, Etc.................................................................   73
         7.15  True and Complete Disclosure......................................................................   73
         7.16  Franchises........................................................................................   74
         7.17  The CATV Systems..................................................................................   75
         7.18  Rate Regulation...................................................................................   76
         7.19  Use of Credit.....................................................................................   77

Section 8.  Covenants of the Borrowers...........................................................................   77

         8.01  Financial Statements Etc..........................................................................   77
         8.02  Litigation........................................................................................   80
         8.03  Existence, Etc....................................................................................   80
         8.04  Insurance.........................................................................................   81
         8.05  Prohibition of Fundamental Changes................................................................   81
         8.06  Limitation on Liens...............................................................................   85
         8.07  Indebtedness......................................................................................   87





                                                                                                                 
         8.08  Investments.......................................................................................   87
         8.09  Restricted Payments...............................................................................   88
         8.10  Certain Financial Covenants.......................................................................   90
         8.11  Management Fees...................................................................................   91
         8.12  Capital Expenditures..............................................................................   92
         8.13  Affiliate and Additional Subordinated Indebtedness................................................   94
         8.14  Lines of Business.................................................................................   94
         8.15  Transactions with Affiliates......................................................................   94
         8.16  Use of Proceeds...................................................................................   95
         8.17  Certain Obligations Respecting Subsidiaries; Further Assurances...................................   96
         8.18  Modifications of Certain Documents................................................................   98

Section 9.  Events of Default....................................................................................   98

         9.01  Events of Default.................................................................................   98
         9.02  Certain Cure Rights...............................................................................  102

Section 10.  The Administrative Agent............................................................................  103

         10.01  Appointment, Powers and Immunities...............................................................  103
         10.02  Reliance by Administrative Agent.................................................................  104
         10.03  Defaults.........................................................................................  104
         10.04  Rights as a Lender...............................................................................  104
         10.05  Indemnification..................................................................................  105
         10.06  Non-Reliance on Administrative Agent and Other Lenders...........................................  105
         10.07  Failure to Act...................................................................................  105
         10.08  Resignation or Removal of Administrative Agent...................................................  106
         10.09  Consents under Other Loan Documents..............................................................  106
         10.10  Other Agents.....................................................................................  107

Section 11.  Miscellaneous.......................................................................................  107

         11.01  Waiver...........................................................................................  107
         11.02  Notices..........................................................................................  107
         11.03  Expenses, Etc....................................................................................  108
         11.04  Amendments, Etc..................................................................................  108
         11.05  Successors and Assigns...........................................................................  110
         11.06  Assignments and Participations...................................................................  110
         11.07  Survival.........................................................................................  114
         11.08  Captions.........................................................................................  114
         11.09  Counterparts.....................................................................................  114
         11.10  Governing Law; Submission to Jurisdiction........................................................  114
         11.11  Waiver of Jury Trial.............................................................................  115
         11.12  Treatment of Certain Information; Confidentiality................................................  115




SCHEDULE I        -    Commitments
SCHEDULE II       -    Taxes
SCHEDULE III      -    Material Agreements and Liens
SCHEDULE IV       -    Subsidiaries and Investments
SCHEDULE V        -    Franchises
SCHEDULE VI       -    Certain Matters Related to CATV Systems
SCHEDULE VII      -    Rate Regulation Matters
SCHEDULE VIII     -    Litigation

EXHIBIT A         -   Form of Assignment and Assumption
EXHIBIT B         -   Form of Quarterly Officer's Report
EXHIBIT C         -   Form of Pledge Agreement
EXHIBIT D         -   Form of Guarantee and Pledge Agreement
EXHIBIT E         -   Form of Subsidiary Guarantee Agreement
EXHIBIT F         -   Form of Management Fee Subordination Agreement
EXHIBIT G         -   Form of Opinion of Counsel to the Obligors
EXHIBIT H         -   Form of Opinion of Special New York Counsel to JPMCB
EXHIBIT I         -   Form of Confidentiality Agreement
EXHIBIT J         -   Form of Affiliate Subordinated Indebtedness Subordination
                      Agreement



            CREDIT AGREEMENT dated as of October 21, 2004, between each of the
following parties:

            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");

            each of the lenders that is a signatory hereto identified under the
      caption "Lenders" on the signature pages hereto and each lender that
      becomes a "Lender" after the date hereof pursuant to Section 11.06(b)
      hereof (individually, a "Lender" and, collectively, the "Lenders"); and

            JPMORGAN CHASE BANK, a New York banking corporation, as
      administrative agent for the Lenders (in such capacity, together with its
      successors in such capacity, the "Administrative Agent").

            The Borrowers have requested that the Lenders extend credit to them
(by making loans and issuing letters of credit) in an aggregate principal or
face amount not exceeding $1,150,000,000 (which may, in the circumstances herein
provided, be increased to $1,800,000,000) at any one time outstanding to enable
the Borrowers to refinance certain

                                Credit Agreement


                                     - 2 -

indebtedness and to provide funds for acquisitions and for general corporate
purposes. The Lenders are prepared to extend such credit on the terms and
conditions hereof and, accordingly, the parties hereto agree as follows:

            Section 1. Definitions and Accounting Matters.

            1.01 Certain Defined Terms. As used herein, the following terms
shall have the following meanings (all terms defined in this Section 1.01 or in
other provisions of this Agreement in the singular to have the same meanings
when used in the plural and vice versa):

            "Acquisitions" shall mean any acquisition permitted under Section
8.05(d)(iv) hereof.

            "Additional Capital Expenditures" shall mean Capital Expenditures
made in accordance with the requirements of Section 8.12(b) hereof.

            "Adjusted Operating Cash Flow" shall mean, for any period during
which the Borrowers shall have consummated an Acquisition, the sum, for the
Borrowers and their Subsidiaries (determined on a combined basis without
duplication in accordance with GAAP), of the following, in each case determined
under the assumption that such Acquisition had been consummated on the first day
of such period: (i) Adjusted System Cash Flow minus (ii) the sum of (x)
Management Fees paid during such period to the extent not exceeding 4.50% of the
gross operating revenues of the Borrowers and their Subsidiaries for such period
plus (y) additional Management Fees that would have been paid during such period
at a rate equal to the lesser of (A) the percentage of gross operating revenues
of the Borrowers and their Subsidiaries actually paid as Management Fees during
such period or (B) for any Borrower, the then applicable rate or percentage
specified in the Management Agreement for such Borrower of the gross operating
revenues of such Borrower and its Subsidiaries for such period (determined, as
specified above under the assumption that such Acquisition had been consummated
on the first day of such period).

            "Adjusted System Cash Flow" shall mean, for any period during which
the Borrowers shall have consummated an Acquisition, the sum, for the Borrowers
and their Subsidiaries (determined on a combined basis without duplication in
accordance with GAAP), of the following, in each case determined under the
assumption that such Acquisition had been consummated on the first day of such
period: (i) System Cash Flow for such period plus (ii) the sum of (x)
non-recurring expenses incurred by the relevant sellers prior to the actual
closing of such Acquisition (to the extent such items were included as operating
expenses in the determination of System Cash Flow for such period) and (y) the
amounts set forth in a statement of adjustments to System Cash Flow provided by
the Borrowers in connection with such Acquisition and acceptable to the
Administrative Agent and Majority Lenders (in each case representing specified
cost increases and savings in respect of the CATV Systems being acquired in such
Acquisition).

                                Credit Agreement


                                     - 3 -

            "Administrative Questionnaire" shall mean an Administrative
Questionnaire in a form supplied by the Administrative Agent.

            "Affiliate" shall mean any Person that directly or indirectly
controls, or is under common control with, or is controlled by, a Borrower and,
if such Person is an individual, any member of the immediate family (including
parents, spouse, children and siblings) of such individual and any trust whose
principal beneficiary is such individual or one or more members of such
immediate family and any Person who is controlled by any such member or trust.
As used in this definition, "control" (including, with its correlative meanings,
"controlled by" and "under common control with") shall mean possession, directly
or indirectly, of power to direct or cause the direction of management or
policies (whether through ownership of securities or partnership or other
ownership interests, by contract or otherwise), provided that, in any event, any
Person that owns directly or indirectly securities having 5% or more of the
voting power for the election of directors or other governing body of a
corporation or 5% or more of the partnership or other ownership interests of any
other Person (other than as a limited partner of such other Person) will be
deemed to control such corporation or other Person. Notwithstanding the
foregoing, (a) no individual shall be an Affiliate solely by reason of his or
her being a director, officer or employee of any Borrower or any of its
Subsidiaries and (b) none of the Borrowers or their Wholly Owned Subsidiaries
shall be Affiliates.

            "Affiliate Letters of Credit" shall mean Letters of Credit issued in
accordance with the requirements of Section 8.08(g) hereof.

            "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 March 31, 2014, 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.

            "Affiliate Subordinated Indebtedness Subordination Agreement" shall
mean an Affiliate Subordinated Indebtedness Subordination Agreement
substantially in the form of Exhibit J hereto between any Person to whom a
Borrower or any of its Subsidiaries may be

                                Credit Agreement


                                     - 4 -

obligated to pay Affiliate Subordinated Indebtedness, the Borrowers and the
Administrative Agent, as the same shall be modified and supplemented and in
effect from time to time.

            "Applicable Lending Office" shall mean, for each Lender and for each
Type of Loan, the "Lending Office" of such Lender (or of an affiliate of such
Lender) designated for such Type of Loan in the Administrative Questionnaire
submitted by such Lender or such other office of such Lender (or of an affiliate
of such Lender) as such Lender may from time to time specify to the
Administrative Agent and the Borrowers as the office by which its Loans of such
Type are to be made and maintained.

            "Applicable Margin" shall mean, with respect to the Loans of any
Class and Type, the respective rates indicated below for Loans of such Class and
Type opposite the then-current Rate Ratio (determined pursuant to Section 3.03
hereof) indicated below (except that (a) anything in this Agreement to the
contrary notwithstanding, the Applicable Margin with respect to the Loans of any
Class and Type shall be the highest margins indicated below during any period
when an Event of Default shall have occurred and be continuing and (b) for the
period from the Closing Date through but not including the last Business day of
December 2004, the Applicable Margin shall be deemed to be the rate below for a
Rate Ratio of greater than or equal to 3.75 to 1 but less than 4.50 to 1):



                                                                       APPLICABLE MARGIN
                                                -------------------------------------------------------------
                                                     REVOLVING CREDIT
                                                    FACILITY/TRANCHE A               TRANCHE B TERM LOAN
            RANGE OF RATE RATIO                     TERM LOAN FACILITY                     FACILITIES
            -------------------                 ---------------------------       ---------------------------
                                                EURODOLLAR        BASE RATE       EURODOLLAR        BASE RATE
                                                  LOANS             LOANS           LOANS             LOANS
                                                ----------        ---------       ----------        ---------
                                                                                        
Greater than 5.00 to 1                            2.00%             1.00%           2.25%              1.25%
Greater than or equal to 4.50 to 1 but less
than or equal to 5.00 to 1                        1.75%             0.75%           2.25%              1.25%
Greater than or equal to 3.75 to 1 but less
than 4.50 to 1                                    1.50%             0.50%           2.25%              1.25%
Greater than or equal to 3.00 to 1 but less
than 3.75 to 1                                    1.25%             0.25%           2.25%              1.25%
Less than 3.00 to 1                               1.00%             0.00%           2.25%              1.25%


            The Applicable Margin for the Incremental Loans of any Series shall
be determined at the time such Series of Loans is established pursuant to
Section 2.01(d) hereof.

                                Credit Agreement


                                     - 5 -

            "Applicable Permitted Transaction Amount" shall mean, as at any date
during any fiscal quarter during any Fiscal Period, the sum of (a) the Equity
Contribution Amount and the outstanding principal amount of Affiliate
Subordinated Indebtedness, as at the beginning of such fiscal quarter plus (b)
the total cash equity capital contributions made, and the aggregate principal
amount of Affiliate Subordinated Indebtedness advanced, to the Borrowers during
the period (the "current period") commencing on the first day of such fiscal
quarter through and including such date minus (c) the sum of (i) the aggregate
amount of repayments of Affiliate Subordinated Indebtedness, and distributions
in respect of equity capital, made during the current period plus (ii) the
aggregate face amount of Affiliate Letters of Credit issued during the current
period or during the period (the "prior period") commencing on the Closing Date
through and including the last day of the fiscal quarter immediately preceding
such fiscal quarter minus (iii) the aggregate amount of reductions in the
undrawn face amount of Affiliate Letters of Credit (i.e. excluding reductions in
such face amount that occur upon a drawing thereunder) during the current period
or the prior period, together with the aggregate amount of Affiliate Letters of
Credit that expire or are terminated during the current period or the prior
period without being drawn.

            "Approved Fund" shall mean any Person (other than a natural person)
that is engaged in making, purchasing, holding or investing in bank loans and
similar extensions of credit in the ordinary course of its business and that is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a Lender.

            "Assignment and Assumption" shall mean an assignment and assumption
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 11.06 hereof), and accepted by the Administrative
Agent, in the form of Exhibit A-1 or any other form approved by the
Administrative Agent.

            "Bankruptcy Code" shall mean the Federal Bankruptcy Code of 1978, as
amended from time to time.

            "Base Rate" shall mean, for any day, a rate per annum equal to the
higher of (a) the Federal Funds Rate for such day plus 1/2 of 1% and (b) the
Prime Rate for such day. Each change in any interest rate provided for herein
based upon the Base Rate resulting from a change in the Base Rate shall take
effect at the time of such change in the Base Rate.

            "Base Rate Loans" shall mean Loans that bear interest at rates based
upon the Base Rate.

            "Basic Documents" shall mean, collectively, this Agreement and the
other Loan Documents.

                                Credit Agreement


                                     - 6 -

            "Basic Subscribers" shall mean, as at any date, (a) single household
dwellings with one or more television sets that receive a package of
over-the-air-broadcast stations, local access channels or certain
satellite-delivered cable television services from a CATV System, plus, without
duplication, (b) the number of subscribers determined by dividing the aggregate
dollar monthly amount billed for basic service to bulk subscribers (hotels,
motels, apartment buildings, hospitals and the like) located in a particular
CATV System by the applicable combined limited and expanded cable rate charged
to basic subscribers in such CATV System, plus (c) connections to schools,
libraries, local government offices and employee households that may not be
charged for limited and expanded cable services but may be charged for premium
units, pay-per-view events or high-speed Internet service. This definition shall
be subject to such modifications as the Borrowers from time to time determine to
be reasonably appropriate (and of which the Borrower shall notify the
Administrative Agent, which shall promptly notify the Lenders), provided that
such modifications are consistent with the periodic reports and/or registrations
at the time being filed with the Securities and Exchange Commission by Mediacom
LLC or MCC.

            "Basle Accord" shall mean the proposals for risk-based capital
framework described by the Basle Committee on Banking Regulations and
Supervisory Practices in its paper entitled "International Convergence of
Capital Measurement and Capital Standards" dated July 1988, as amended, modified
and supplemented and in effect from time to time or any replacement thereof.

            "Business Day" shall mean any day (a) on which commercial banks are
not authorized or required to close in New York City and (b) if such day relates
to a borrowing of, a payment or prepayment of principal of or interest on, a
Conversion of or into, or an Interest Period for, a Eurodollar Loan or a notice
by a Borrower with respect to any such borrowing, payment, prepayment,
Conversion or Interest Period, that is also a day on which dealings in Dollar
deposits are carried out in the London interbank market.

            "Capital Expenditures" shall mean, for any period, expenditures made
by the Borrowers or any of their Subsidiaries to acquire or construct fixed
assets, plant and equipment (including renewals, improvements and replacements,
but excluding repairs and the Acquisitions) during such period computed in
accordance with GAAP.

            "Capital Lease Obligations" shall mean, for any Person, all
obligations of such Person to pay rent or other amounts under a lease of (or
other agreement conveying the right to use) Property to the extent such
obligations are required to be classified and accounted for as a capital lease
on a balance sheet of such Person under GAAP, and, for purposes of this
Agreement, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP.

            "Casualty Event" shall mean, with respect to any Property of any
Person, any loss of or damage to, or any condemnation or other taking of, such
Property for which such Person or

                                Credit Agreement


                                     - 7 -

any of its Subsidiaries receives insurance proceeds, or proceeds of a
condemnation award or other compensation.

            "CATV System" shall mean any cable distribution system that receives
broadcast signals by antennae, microwave transmission, satellite transmission or
any other form of transmission and that amplifies such signals and distributes
them to Persons who pay to receive such signals, but shall exclude wireless
cable.

            "Change of Control" shall mean the occurrence of any one or more of
the following events:

            (i) any Person (as such term is used in Sections 13(d) and 14(d) of
      the Exchange Act, including any group acting for the purpose of acquiring,
      holding or disposing of securities within the meaning of Rule 13d-5(b)(1)
      under the Exchange Act), other than one or more Permitted Holders is or
      becomes the "beneficial owner" (as defined in Rule 13d-3 and 13d-5 under
      the Exchange Act, except that a Person shall be deemed to have "beneficial
      ownership" of all shares that any such Person has the right to acquire,
      whether such right is exercisable immediately or only after the passage of
      time, upon the happening of an event or otherwise), directly or
      indirectly, of more than 50% of the aggregate voting power of the
      ownership interests in Mediacom LLC;

            (ii) Mediacom LLC consolidates with, or merges with or into, another
      Person or Mediacom LLC sells, assigns, conveys, transfers, leases or
      otherwise disposes of all or substantially all of the assets of Mediacom
      LLC and its Subsidiaries (determined on a consolidated basis) to any
      Person, other than any such transaction where immediately after such
      transaction the Person or Persons that "beneficially owned" (as defined in
      Rule 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be
      deemed to have "beneficial ownership" of all shares that any such Person
      has the right to acquire, whether such right is exercisable immediately or
      only after the passage of time, upon the happening of an event or
      otherwise) immediately prior to such transaction, directly or indirectly,
      a majority of the aggregate voting power of the then outstanding ownership
      interests in Mediacom LLC, "beneficially own" (as so determined), directly
      or indirectly, more than 50% of the aggregate voting power of the then
      outstanding ownership interests in the surviving or transferee Person;

            (iii) Mediacom LLC is liquidated or dissolved or adopts a plan of
      liquidation or dissolution;

            (iv) a majority of the members of the Executive Committee of
      Mediacom LLC shall consist of persons who are not Continuing Members; or

            (v) the Borrowers and the Subsidiary Guarantors shall cease to be
      Subsidiaries of Mediacom LLC;

                                Credit Agreement


                                     - 8 -

provided, however, that a Change of Control will be deemed not to have occurred
in any of the circumstances described in clauses (i) through (iv) above if after
the occurrence of any such circumstance (A) MCC (or any successor thereto), or a
Person (or successor thereto) more than 50% of the aggregate voting power of the
then outstanding ownership interests of which is beneficially owned, directly or
indirectly, by MCC (or any successor thereto), continues to be the manager of
Mediacom LLC (or the surviving or transferee Person in the case of clause (ii)
above) and Rocco Commisso continues to be the chief executive officer or
chairman of MCC (or any successor thereto) or (B) Rocco Commisso, or a Person
more than 50% of the aggregate voting power of the then outstanding ownership
interests of which is beneficially owned, directly or indirectly by Rocco
Commisso and the other Permitted Holders together with their respective
designees, becomes the manager of Mediacom LLC (or the surviving or transferee
Person in the case of clause (ii) above) or (C) Rocco Commisso becomes and
thereafter continues to be the chief executive officer or chairman of Mediacom
LLC (or the surviving or transferee Person in the case of clause (ii) above).

            "Class" shall have the meaning assigned to such term in Section 1.03
hereof.

            "Closing Date" shall mean the date on which the initial extension of
credit hereunder is made.

            "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

            "Collateral Account" shall have the meaning assigned to such term in
the Pledge Agreement.

            "Commitments" shall mean, collectively, the Revolving Credit
Commitments, the Tranche A Term Loan Commitments, the Tranche B Term Loan
Commitments and the Incremental Facility Commitments (if any).

            "Continue", "Continuation" and "Continued" shall refer to the
continuation pursuant to Section 2.09 hereof of a Eurodollar Loan from one
Interest Period to the next Interest Period.

            "Continuing Member" shall mean, as of any date of determination
thereof, any Person who: (i) was a member of the Executive Committee of Mediacom
LLC on the date hereof; (ii) was nominated for election or elected to the
Executive Committee of Mediacom LLC with the affirmative vote of a majority of
the Continuing Members who were members of the Executive Committee at the time
of such nomination or election; or (iii) is a representative of, or was approved
by, a Permitted Holder.

                                Credit Agreement

                                     - 9 -


            "Convert", "Conversion" and "Converted" shall refer to a conversion
pursuant to Section 2.09 hereof of one Type of Loans into another Type of Loans,
which may be accompanied by the transfer by a Lender (at its sole discretion) of
a Loan from one Applicable Lending Office to another.

            "Cure Monies" shall mean proceeds of Affiliate Subordinated
Indebtedness and/or equity contributions received by the Borrowers after the
date hereof that, at the time the same are received by the Borrowers, are
identified by the Borrowers in a certificate of a Senior Officer delivered by
the Borrowers to the Administrative Agent within one Business Day of such
receipt, as constituting "Cure Monies" for purposes of Section 9.02 hereof.

            "Debt Issuance" shall mean any issuance or sale by a Borrower or any
of its Subsidiaries after the Closing Date of any debt securities, excluding,
however, any Indebtedness incurred pursuant to Section 8.07(a), 8.07(c) or
8.07(f) hereof.

            "Debt Service" 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) in the case of
Revolving Credit Loans and Incremental Facility Revolving Credit Loans under
this Agreement, the aggregate amount of payments of principal of such Loans
that, giving effect to Commitment reductions or terminations scheduled to be
made during such period, were required to be made pursuant to Section 3.01(a) or
3.01(d) hereof during such period (provided that such amount shall exclude
repayment of the Revolving Credit Loans on the Revolving Credit Commitment
Termination Date and the repayment of any Incremental Facility Revolving Credit
Loan on the respective commitment termination date) plus (b) in the case of Term
Loans and Incremental Facility Term Loans under this Agreement and all other
Indebtedness (other than Revolving Credit Loans and Incremental Facility
Revolving Credit Loans), all regularly scheduled payments or regularly scheduled
prepayments of principal of such Indebtedness (including, without limitation,
the principal component of any payments in respect of Capital Lease Obligations)
made or payable during such period (other than the principal component of any
payments in respect of Affiliate Subordinated Indebtedness) plus (c) all
Interest Expense for such period.

            "Debt Service Coverage Ratio" shall mean, for any date, the ratio of
(a) the product of Operating Cash Flow for the fiscal quarter ended on or most
recently prior to such date times four to (b) Debt Service for the period of
four consecutive fiscal quarters ended on or most recently prior to such date.

            Notwithstanding the foregoing, the Debt Service Coverage Ratio as at
the last day of any fiscal quarter during which an Acquisition is consummated
shall be deemed to be equal to the ratio of (a) the product of (x) Adjusted
Operating Cash Flow for such fiscal quarter times (y) four to (b) Debt Service
for the period of four consecutive fiscal quarters ended on or most recently
ended prior to such date.

                                Credit Agreement


                                     - 10 -

            "Default" shall mean an Event of Default or an event that with
notice or lapse of time or both would become an Event of Default.

            "Disposition" shall mean any sale, assignment, transfer or other
disposition of any Property (whether now owned or hereafter acquired) by the
Borrowers or any of their Subsidiaries to any other Person excluding any sale,
assignment, transfer or other disposition of any Property sold or disposed of in
the ordinary course of business and on ordinary business terms.

            "Dollars" and "$" shall mean lawful money of the United States of
America.

            "Environmental Claim" shall mean, with respect to any Person, any
written or oral notice, claim, demand or other communication (collectively, a
"claim") by any other Person alleging or asserting such Person's liability for
investigatory costs, cleanup costs, governmental response costs, damages to
natural resources or other Property, personal injuries, fines or penalties
arising out of, based on or resulting from (i) the presence, or Release into the
environment, of any Hazardous Material at any location, whether or not owned by
such Person, or (ii) circumstances forming the basis of any violation, or
alleged violation, of any Environmental Law. The term "Environmental Claim"
shall include, without limitation, any claim by any governmental authority for
enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law, and any claim by any third party
seeking damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from the presence of Hazardous Materials or arising
from alleged injury or threat of injury to health, safety or the environment.

            "Environmental Laws" shall mean any and all present and future
Federal, state, local and foreign laws, rules or regulations, and any orders or
decrees, in each case as now or hereafter in effect, relating to the regulation
or protection of human health, safety or the environment or to emissions,
discharges, releases or threatened releases of pollutants, contaminants,
chemicals or toxic or hazardous substances or wastes into the indoor or outdoor
environment, including, without limitation, ambient air, soil, surface water,
ground water, wetlands, land or subsurface strata, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, chemicals or toxic or
hazardous substances or wastes.

            "Equity Contribution Amount" shall mean, as at any date of
determination, (a) the aggregate amount of cash contributions made to the equity
capital of the Borrowers during the period from and including the respective
dates of organization of the Borrowers through and including such date of
determination minus (b) the aggregate amount of distributions made in respect of
the equity capital of the Borrowers during such period.

            "Equity Interest" in any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however

                                Credit Agreement


                                     - 11 -

designated) corporate stock or other equity participations, including
partnership interests, whether general or limited, and membership interests in
such Person.

            "Equity Rights" shall mean, with respect to any Person, any
subscriptions, options, warrants, commitments, preemptive rights or agreements
of any kind (including, without limitation, any stockholders' or voting trust
agreements) for the issuance, sale, registration or voting of, or securities
convertible into, any additional shares of capital stock of any class or other
ownership interests of any type in, such Person.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time.

            "ERISA Affiliate" shall mean any corporation or trade or business
that is a member of any group of organizations (i) described in Section 414(b)
or (c) of the Code of which a Borrower is a member and (ii) solely for purposes
of potential liability under Section 302(c)(11) of ERISA and Section 412(c)(11)
of the Code and the lien created under Section 302(f) of ERISA and Section
412(n) of the Code, described in Section 414(m) or (o) of the Code of which a
Borrower is a member.

            "Eurodollar Base Rate" shall mean, for the Interest Period for any
Eurodollar Loan, the rate appearing on Page 3750 of the Telerate Service (or on
any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to Dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for the offering of Dollar
deposits with a maturity comparable to such Interest Period. In the event that
such rate is not available at such time for any reason, then the Eurodollar Base
Rate for such Interest Period shall be the rate at which Dollar deposits of
$5,000,000 and for a maturity comparable to such Interest Period are offered by
the principal London office of the Administrative Agent in immediately available
funds in the London interbank market at approximately 11:00 a.m., London time,
two Business Days prior to the commencement of such Interest Period.

            "Eurodollar Loans" shall mean Loans that bear interest at rates
based on rates referred to in the definition of "Eurodollar Base Rate" in this
Section 1.01.

            "Eurodollar Rate" shall mean, for any Eurodollar Loan for any
Interest Period therefor, a rate per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) determined by the Administrative Agent to be equal to
the Eurodollar Base Rate for such Loan for such Interest Period divided by 1
minus the Reserve Requirement (if any) for such Loan for such Interest Period.

                                Credit Agreement


                                     - 12 -

            "Event of Default" shall have the meaning assigned to such term in
Section 9 hereof.

            "Excess Cash Flow" shall mean, for any period, the excess of (a)
Operating Cash Flow for such period over (b) the sum of (i) Capital Expenditures
made during such period plus (ii) the aggregate amount of Debt Service for such
period plus (iii) the Tax Payment Amount for such period plus (iv) any decreases
(or minus any increases) in Working Capital from the first day to the last day
of such period.

            "Exchange Act" shall mean the United States Securities Exchange Act
of 1934, as amended from time to time.

            "Executive Compensation" shall mean, for any period, the aggregate
amount of compensation (including, without limitation, salaries, withholding
taxes, unemployment insurance contributions, pension, health and other benefits)
of the Manager's executive management personnel during such period. For purposes
hereof, "executive management personnel" shall not include any individual (such
as a system manager) who is employed solely in connection with the day-to-day
operations of a CATV System.

            "Existing Credit Agreements" shall mean, collectively, (a) the
Mediacom Midwest Credit Agreement and (b) the Mediacom USA Credit Agreement.

            "FAA" shall mean the Federal Aviation Administration or any
governmental authority substituted therefor.

            "FCC" shall mean the Federal Communications Commission or any
governmental authority substituted therefor.

            "Federal Funds Rate" shall mean, for any day, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day, provided that (a) if the day for which such rate is to
be determined is not a Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day and (b) if such rate is not so
published for any Business Day, the Federal Funds Rate for such Business Day
shall be the average rate charged to JPMCB on such Business Day on such
transactions as determined by the Administrative Agent.

            "Fiscal Period" shall mean any fiscal year and, for the fiscal year
ending December 31, 2004, the period from the Closing Date to and including
December 31, 2004.

                                Credit Agreement


                                     - 13 -

            "Franchise" shall have the meaning set forth in 47 U.S.C. Section
522(9). The term "Franchise" shall include each of the Franchises set forth on
Schedule V hereto.

            "GAAP" shall mean generally accepted accounting principles applied
on a basis consistent with those that, in accordance with the last sentence of
Section 1.02(a) hereof, are to be used in making the calculations for purposes
of determining compliance with this Agreement.

            "Gross Operating Revenue" shall have the meaning assigned to such
term in Section 8.11 hereof.

            "Guarantee" shall mean a guarantee, an endorsement, a contingent
agreement to purchase or to furnish funds for the payment or maintenance of, or
otherwise to be or become contingently liable under or with respect to, the
Indebtedness, other obligations, net worth, working capital or earnings of any
Person, or a guarantee of the payment of dividends or other distributions upon
the stock or equity interests of any Person, or an agreement to purchase, sell
or lease (as lessee or lessor) Property, products, materials, supplies or
services primarily for the purpose of enabling a debtor to make payment of such
debtor's obligations or an agreement to assure a creditor against loss, and
including, without limitation, causing a bank or other financial institution to
issue a letter of credit or other similar instrument for the benefit of another
Person, but excluding endorsements for collection or deposit in the ordinary
course of business. The terms "Guarantee" and "Guaranteed" used as a verb shall
have a correlative meaning.

            "Guarantee and Pledge Agreement" shall mean a Guarantee and Pledge
Agreement substantially in the form of Exhibit D hereto between Mediacom LLC,
MCC (to the extent of its obligations under Section 5.04 thereof) and the
Administrative Agent, as the same shall be modified and supplemented and in
effect from time to time.

            "Hazardous Material" shall mean, collectively, (a) any petroleum or
petroleum products, flammable materials, explosives, radioactive materials,
asbestos, urea formaldehyde foam insulation, and transformers or other equipment
that contain polychlorinated biphenyls ("PCB's"), (b) any chemicals or other
materials or substances that are now or hereafter become defined as or included
in the definition of "hazardous substances", "hazardous wastes", "hazardous
materials", "extremely hazardous wastes", "restricted hazardous wastes", "toxic
substances", "toxic pollutants", "contaminants", "pollutants" or words of
similar import under any Environmental Law and (c) any other chemical or other
material or substance, exposure to which is now or hereafter prohibited, limited
or regulated under any Environmental Law.

            "Incremental Facility Agreement" shall have the meaning assigned to
such term in Section 2.01(d) hereof.

            "Incremental Facility Commitments" shall mean the Incremental
Facility Revolving Credit Commitments and the Incremental Facility Term Loan
Commitments. The aggregate amount of the Incremental Facility Loan Commitments
of all Series shall not exceed

                                Credit Agreement


                                     - 14 -

the amount specified in clause (iii) of Section 2.01(d) hereof (or, in the case
of Refinancing Incremental Facility Revolving Credit Commitments and Refinancing
Incremental Facility Term Loan Commitments, the respective amounts specified in
clauses (vi) or (vii) of said Section 2.01(d)).

            "Incremental Facility Lenders" shall mean the Incremental Facility
Revolving Credit Lenders and the Incremental Facility Term Loan Lenders.

            "Incremental Facility Letter of Credit" shall mean any letter of
credit issued under the Incremental Facility Revolving Credit Commitments of any
Series.

            "Incremental Facility Loans" shall mean the Incremental Facility
Revolving Credit Loans and the Incremental Facility Term Loans.

            "Incremental Facility Revolving Credit Commitment" shall mean, for
each Incremental Facility Revolving Credit Lender, and for any Series thereof,
the obligation of such Incremental Facility Revolving Credit Lender to make
Incremental Facility Revolving Credit Loans, and to issue or participate in
Incremental Facility Letters of Credit, of such Series (as the same may be
reduced from time to time pursuant to Section 2.04 or 2.10 hereof or increased
or reduced from time to time pursuant to assignments permitted under Section
11.06(b) hereof). The amount of each Lender's Incremental Facility Revolving
Credit Commitment of any Series shall be determined in accordance with the
provisions of Section 2.01(d) hereof.

            "Incremental Facility Revolving Credit Lenders" shall mean, in
respect of any Series of Incremental Facility Revolving Credit Loans, the
Lenders from time to time holding Incremental Facility Revolving Credit Loans
and Incremental Facility Revolving Credit Commitments of such Series after
giving effect to any assignments thereof permitted by Section 11.06(b) hereof.

            "Incremental Facility Revolving Credit Loans" shall mean revolving
credit loans provided for pursuant to an Incremental Facility Agreement entered
into pursuant to Section 2.01(d) hereof, which may be Base Rate Loans and/or
Eurodollar Loans.

            "Incremental Facility Term Loan Commitment" shall mean, for each
Incremental Facility Term Loan Lender, and for any Series thereof, the
obligation of such Incremental Facility Term Loan Lender to make Incremental
Facility Term Loans of such Series (as the same may be reduced from time to time
pursuant to Section 2.04 or 2.10 hereof or increased or reduced from time to
time pursuant to assignments permitted under Section 11.06(b) hereof). The
amount of each Lender's Incremental Facility Term Loan Commitment of any Series
shall be determined in accordance with the provisions of Section 2.01(d) hereof.

            "Incremental Facility Term Loan Lenders" shall mean, in respect of
any Series of Incremental Facility Term Loans, the Lenders from time to time
holding Incremental Facility

                                Credit Agreement


                                     - 15 -

Term Loans and Incremental Facility Term Loan Commitments of such Series after
giving effect to any assignments thereof permitted by Section 11.06(b) hereof.

            "Incremental Facility Term Loans" shall mean term loans provided for
pursuant to an Incremental Facility Agreement entered into pursuant to Section
2.01(d) hereof, which may be Base Rate Loans and/or Eurodollar Loans.

            "Indebtedness" shall mean, for any Person: (a) obligations created,
issued or incurred by such Person for borrowed money (whether by loan, the
issuance and sale of debt securities or the sale of Property to another Person
subject to an understanding or agreement, contingent or otherwise, to repurchase
such Property from such Person), including, without limitation, Affiliate
Subordinated Indebtedness; (b) obligations of such Person to pay the deferred
purchase or acquisition price of Property or services, other than trade accounts
payable (other than for borrowed money) arising, and accrued expenses incurred,
in the ordinary course of business so long as such trade accounts payable are
payable within 120 days of the date the respective goods are delivered or the
respective services are rendered; (c) Indebtedness of others secured by a Lien
on the Property of such Person, whether or not the respective indebtedness so
secured has been assumed by such Person; (d) obligations of such Person in
respect of letters of credit or similar instruments issued or accepted by banks
and other financial institutions for the account of such Person; (e) Capital
Lease Obligations of such Person; and (f) Indebtedness of others Guaranteed by
such Person; provided that Indebtedness shall exclude (i) obligations in respect
of surety and performance bonds backing pole rental or conduit attachments and
the like, or backing obligations under Franchises, arising in the ordinary
course of business of the CATV Systems and related telecommunications services
of the Borrowers and their Subsidiaries and (ii) all obligations in respect of
Interest Rate Protection Agreements.

            "Information Memorandum" shall mean the Confidential Information
Memorandum dated September 2004 prepared in connection with the syndication of
the credit facilities provided for in this Agreement.

            "Interest Coverage Ratio" shall mean, as at any date, the ratio of
(a) Operating Cash Flow for the fiscal quarter ending on, or most recently ended
prior to, such date to (b) Interest Expense for such fiscal quarter.

            Notwithstanding the foregoing, the Interest Coverage Ratio as at the
last day of any fiscal quarter during which an Acquisition is consummated shall
be deemed to be equal to the ratio of Adjusted Operating Cash Flow for such
fiscal quarter to Interest Expense for such fiscal quarter.

            "Interest Expense" 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) all interest in
respect of Indebtedness (including, without limitation, the interest component
of any payments in respect of Capital Lease Obligations) for

                                Credit Agreement


                                     - 16 -

such period (whether or not actually paid during such period) and all commitment
fees payable hereunder, but excluding all interest in respect of Affiliate
Subordinated Indebtedness (to the extent not paid in cash during such period),
plus (b) the net amount payable (or minus the net amount receivable) under
Interest Rate Protection Agreements during such period (whether or not actually
paid or received during such period) plus (c) the aggregate amount of upfront or
one-time fees or expenses payable in respect of Interest Rate Protection
Agreements to the extent such fees or expenses are amortized during such period.

            Notwithstanding the foregoing, if during any period for which
Interest Expense 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, Interest
Expense shall be determined on a pro forma basis as if such acquisition or
Disposition had been made or consummated (and any related Indebtedness incurred
or repaid) on the first day of such period.

            "Interest Period" shall mean, with respect to any Eurodollar Loan,
each period commencing on the date such Eurodollar Loan is made or Converted
from a Base Rate Loan or (in the event of a Continuation) the last day of the
next preceding Interest Period for such Loan and ending on the numerically
corresponding day in the first week thereafter or in the first, second, third or
sixth calendar month thereafter (or such other period as may be agreed by all of
the Lenders affected thereby), as the Borrowers may select as provided in
Section 4.05 hereof, except that each Interest Period of one month's (or a
multiple of one month's) duration that commences on the last Business Day of a
calendar month (or on any day for which there is no numerically corresponding
day in the appropriate subsequent calendar month) shall end on the last Business
Day of the appropriate subsequent calendar month. Notwithstanding the foregoing:

            (i) if any Interest Period for any Revolving Credit Loan would
      otherwise end after the Revolving Credit Commitment Termination Date, such
      Interest Period shall end on the Revolving Credit Commitment Termination
      Date;

            (ii) each Interest Period that would otherwise end on a day that is
      not a Business Day shall end on the next succeeding Business Day (or, if
      such next succeeding Business Day falls in the next succeeding calendar
      month, on the next preceding Business Day); and

            (iii) the Administrative Agent may, in its discretion to facilitate
      the ease of administration of Eurodollar Loans hereunder, shorten or
      lengthen by up to three Business Days the duration of any Interest Period
      from that otherwise provided above in this definition, provided that in no
      event shall any Interest Period for a Eurodollar Loan end on any day other
      than a Business Day.

            "Interest Rate Protection Agreement" shall mean, for any Person, an
interest rate swap, cap or collar agreement or similar arrangement between such
Person and a financial

                                Credit Agreement


                                     - 17 -

institution providing for the transfer or mitigation of interest risks either
generally or under specific contingencies. For purposes hereof, the "credit
exposure" at any time of any Person under an Interest Rate Protection Agreement
to which such Person is a party shall be determined at such time in accordance
with the standard methods of calculating credit exposure under similar
arrangements as prescribed from time to time by the Administrative Agent, taking
into account potential interest rate movements and the respective termination
provisions and notional principal amount and term of such Interest Rate
Protection Agreement.

            "Investment" shall mean, for any Person: (a) the acquisition
(whether for cash, Property, services or securities or otherwise) of capital
stock, bonds, notes, debentures, partnership or other ownership interests or
other securities of any other Person or any agreement to make any such
acquisition (including, without limitation, any "short sale" or any sale of any
securities at a time when such securities are not owned by the Person entering
into such sale); (b) the making of any deposit with, or advance, loan or other
extension of credit to, any other Person (including the purchase of Property
from another Person subject to an understanding or agreement, contingent or
otherwise, to resell such Property to such Person), but excluding any such
advance, loan or extension of credit having a term not exceeding 90 days arising
in connection with the sale of programming or advertising time by such Person in
the ordinary course of business; (c) the entering into of any Guarantee of, or
other contingent obligation with respect to, Indebtedness or other liability of
any other Person and (without duplication) any amount committed to be advanced,
lent or extended to such Person; or (d) the entering into of any Interest Rate
Protection Agreement.

            "Issuing Lender" shall mean each of JPMCB and/or such other Lender
designated by the Borrowers as an "Issuing Lender" hereunder that has agreed to
such designation (and is reasonably acceptable to the Administrative Agent),
each in its capacity as an issuer of Letters of Credit hereunder and together
with its successors and assigns in such capacity. Any Issuing Lender may, in its
discretion, arrange for one or more Letters of Credit to be issued by Affiliates
of such Issuing Lender, in which case the term "Issuing Lender" shall include
any such Affiliate with respect to Letters of Credit issued by such Affiliate.

            "JPMCB" shall mean JPMorgan Chase Bank.

            "Letter of Credit" shall mean, as applicable, a Revolving Credit
Letter of Credit or an Incremental Facility Letter of Credit.

            "Letter of Credit Commitment Percentage" shall mean, with respect to
any Revolving Credit Lender or Incremental Facility Revolving Credit Lender, the
ratio of (a) the amount of the Revolving Credit Commitment or Incremental
Facility Revolving Credit Commitment of such Lender to (b) the aggregate amount
of the Revolving Credit Commitments or Incremental Facility Revolving Credit
Commitments, as applicable, of all Lenders of such Class.

                                Credit Agreement


                                     - 18 -

            "Letter of Credit Documents" shall mean, with respect to any Letter
of Credit, collectively, any application therefor and any other agreements,
instruments, guarantees or other documents (whether general in application or
applicable only to such Letter of Credit) governing or providing for (a) the
rights and obligations of the parties concerned or at risk with respect to such
Letter of Credit or (b) any collateral security for any of such obligations,
each as the same may be modified and supplemented and in effect from time to
time.

            "Letter of Credit Interest" shall mean, for each Revolving Credit
Lender or Incremental Facility Revolving Credit Lender, as applicable, such
Lender's participation interest (or, in the case of an Issuing Lender, such
Issuing Lender's retained interest) in an Issuing Lender's liability under
Letters of Credit of the applicable Class and such Lender's rights and interests
in Reimbursement Obligations of such Class and fees, interest and other amounts
payable in connection with Letters of Credit and Reimbursement Obligations of
such Class.

            "Letter of Credit Liability" shall mean, without duplication, at any
time and in respect of any Letter of Credit, the sum of (a) the undrawn face
amount of such Letter of Credit plus (b) the aggregate unpaid principal amount
of all Reimbursement Obligations of the Borrowers at such time due and payable
in respect of all drawings made under such Letter of Credit. For purposes of
this Agreement, a Revolving Credit Lender or Incremental Facility Revolving
Credit Lender (other than an Issuing Lender) shall be deemed to hold a Letter of
Credit Liability in an amount equal to its participation interest in the related
Letter of Credit under Section 2.03 hereof, and such Issuing Lender shall be
deemed to hold a Letter of Credit Liability in an amount equal to its retained
interest in the related Letter of Credit after giving effect to the acquisition
by the Revolving Credit Lenders (or, as applicable, Incremental Facility
Revolving Credit Lender) other than such Issuing Lender of their participation
interests under said Section 2.03.

            "Lien" shall mean, with respect to any Property, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
Property. For purposes of this Agreement and the other Loan Documents, a Person
shall be deemed to own subject to a Lien any Property that it has acquired or
holds subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement (other than an
operating lease) relating to such Property.

            "Loan Documents" shall mean, collectively, this Agreement, the
Letter of Credit Documents, the Security Documents, each Management Fee
Subordination Agreement and each Affiliate Subordinated Indebtedness
Subordination Agreement.

            "Loans" shall mean, collectively, the Revolving Credit Loans, the
Tranche A Term Loans, the Tranche B Term Loans and the Incremental Facility
Loans.

            "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

                                Credit Agreement


                                     - 19 -

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 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.

            "Management Agreements" shall mean, collectively, (a) the Management
Agreement dated as of February 4, 2000 between Mediacom Illinois and MCC, (b)
the Management Agreement dated as of February 4, 2000 between Mediacom Indiana
and MCC, (c) the Management Agreement dated as of February 4, 2000 between
Mediacom Iowa and MCC, (d) the Management Agreement dated as of February 4, 2000
between Mediacom Minnesota and MCC, (e) the Management Agreement dated as of
February 4, 2000 between Mediacom Wisconsin and MCC, (f) the Management
Agreement dated as of February 4, 2000 between Zylstra and MCC, (g) the
Management Agreement dated February 4, 2000 between Mediacom Arizona and MCC,
(h) the Management Agreement dated as of February 4, 2000 between Mediacom
California and MCC, (i) the Management Agreement dated as of February 4, 2000
between Mediacom Delaware and MCC and (j) the Management Agreement dated as of
February 4, 2000 between Mediacom Southeast and MCC, in each case as the same
shall, subject to Section 8.18 hereof, be modified and supplemented and in
effect from time to time.

            "Management Fee Subordination Agreement" shall mean a Management Fee
Subordination Agreement substantially in the form of Exhibit F hereto between
the Manager (or, as contemplated by Section 8.11 hereof, any other Person to
whom the Borrowers or any of their Subsidiaries may be obligated to pay
Management Fees), the Borrowers and the Administrative Agent, as the same shall
be modified and supplemented and in effect from time to time.

            "Management Fees" shall mean, for any period, the sum of all fees,
salaries and other compensation (including, without limitation, all Executive
Compensation and any other amounts payable under the Management Agreements) paid
or incurred by the Borrowers and

                                Credit Agreement


                                     - 20 -

their Subsidiaries to Affiliates (other than Affiliates that are employees of
the Borrowers and their Subsidiaries) in respect of services rendered in
connection with the management or supervision of the Borrowers and their
Subsidiaries, provided that Management Fees shall exclude (a) the aggregate
amount of intercompany shared expenses payable to Mediacom LLC or MCC that are
allocated by Mediacom LLC or MCC to the Borrowers and their Subsidiaries in
accordance with Section 5.04 of the Guarantee and Pledge Agreement (other than
the allocated amount of Executive Compensation, which Executive Compensation
shall in any event constitute Management Fees hereunder) and (b) reimbursement
by the Borrowers and their Subsidiaries of expenses incurred by an Affiliate
directly on behalf of the Borrowers and their Subsidiaries.

            "Manager" shall mean MCC, or any successor in such capacity as
manager of the Borrowers.

            "Margin Stock" shall mean "margin stock" within the meaning of
Regulations T, U and X.

            "Material Adverse Effect" shall mean a material adverse effect on
(a) the Property, business, operations, financial condition, prospects,
liabilities or capitalization of the Borrowers and their Subsidiaries taken as a
whole, (b) the ability of any Obligor to perform its obligations under any of
the Loan Documents to which it is a party, (c) the validity or enforceability of
any of the Loan Documents, (d) the rights and remedies of the Lenders and the
Administrative Agent under any of the Loan Documents or (e) the timely payment
of the principal of or interest on the Loans or the Reimbursement Obligations or
other amounts payable in connection therewith.

            "MCC" shall mean Mediacom Communications Corporation, a Delaware
corporation.

            "Mediacom LLC" shall mean Mediacom LLC, a New York limited liability
company.

            "Mediacom Midwest Credit Agreement" shall mean the Credit Agreement
dated as of November 5, 1999 between the Mediacom Midwest Borrowers, the lenders
party thereto and The Chase Manhattan Bank as administrative agent for such
lenders, as heretofore modified, supplemented and in effect.

            "Mediacom USA Credit Agreement" shall mean the Credit Agreement
dated as of September 30, 1999 between the Mediacom USA Borrowers, the lenders
party thereto and The Chase Manhattan Bank as administrative agent for such
lenders, as heretofore modified, supplemented and in effect.

                                Credit Agreement


                                     - 21 -

            "Multiemployer Plan" shall mean a multiemployer plan defined as such
in Section 3(37) of ERISA to which contributions have been made by a Borrower or
any ERISA Affiliate and that is covered by Title IV of ERISA.

            "Net Available Proceeds" shall mean:

            (i) in the case of any Disposition, the amount of Net Cash Payments
      received in connection with such Disposition net of (A) the Tax Payment
      Amount, if any, attributable to such Disposition and (B) any transfer
      taxes (without duplication of taxes deducted in determining such Net Cash
      Payments) payable by the Borrowers or any of their Subsidiaries in respect
      of such Disposition;

            (ii) in the case of any Casualty Event, the aggregate amount of
      proceeds of insurance, condemnation awards and other compensation received
      by the Borrowers and their Subsidiaries in respect of such Casualty Event
      net of (A) reasonable expenses incurred by the Borrowers and their
      Subsidiaries in connection therewith, (B) contractually required
      repayments of Indebtedness to the extent secured by a Lien on such
      Property, (C) the Tax Payment Amount, if any, attributable to such
      Casualty Event and (D) any transfer taxes payable by the Borrowers or any
      of their Subsidiaries in respect of such Casualty Event; and

            (iii) in the case of any Debt Issuance, the aggregate amount of all
      cash received by the Borrowers or any of their Subsidiaries in respect of
      such Debt Issuance, net of reasonable expenses incurred by the Borrowers
      and their Subsidiaries in connection therewith.

            "Net Cash Payments" shall mean, with respect to any Disposition, the
aggregate amount of all cash payments, and the fair market value of any non-cash
consideration, received by the Borrowers and their Subsidiaries directly or
indirectly in connection with such Disposition; provided that (a) Net Cash
Payments shall be net of the amount of any legal, accounting, broker, title and
recording tax expenses, commissions, finders' fees and other fees and expenses
paid by the Borrowers and their Subsidiaries in connection with such Disposition
and (b) Net Cash Payments shall be net of any repayments by the Borrowers and
their Subsidiaries of Indebtedness to the extent that (i) such Indebtedness is
secured by a Lien on the Property that is the subject of such Disposition and
(ii) the transferee of (or holder of a Lien on) such Property requires that such
Indebtedness be repaid as a condition to the purchase of such Property.

            "Obligors" shall mean, collectively, the Borrowers, Mediacom LLC,
MCC, Mediacom Management Corporation, Mediacom Indiana Parternco LLC, Mediacom
Indiana Holdings, L.P., Illini Cable Holding, Inc., Illini Cablevision of
Illinois, Inc. and, effective upon execution and delivery of any Subsidiary
Guarantee Agreement, each Subsidiary of the Borrowers so executing and
delivering such Subsidiary Guarantee Agreement.

                                Credit Agreement


                                     - 22 -

            "Operating Agreement" shall mean, for any Borrower, the operating
agreement (or, with respect to Zylstra, the Certificate of Incorporation and
By-laws) of such Borrower as in effect on the date hereof and as the same shall,
subject to Section 8.18 hereof, be modified and supplemented and in effect from
time to time.

            "Operating 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) System Cash Flow
minus (b) Management Fees paid during such period to the extent not exceeding
4.50% of the gross operating revenues of the Borrowers and their Subsidiaries
for such period.

            "PBGC" shall mean the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.

            "Permitted Holder" shall mean: (i) Rocco B. Commisso or his spouse
or siblings, any of their lineal descendants and their spouses; (ii) any
controlled Affiliate of any individual described in clause (i) above; (iii) in
the event of the death or incompetence of any individual described in clause (i)
above, such Person's estate, executor, administrator, committee or other
personal representative, in each case who at any particular date will
beneficially own or have the right to acquire, directly or indirectly, Equity
Interests in Mediacom LLC; (iv) any trust or trusts created for the benefit of
each Person described in this definition, including any trust for the benefit of
the parents or siblings of any individual described in clause (i) above; or (v)
any trust for the benefit of any such trust.

            "Permitted Investments" shall mean: (a) direct obligations of the
United States of America, or of any agency thereof, or obligations guaranteed as
to principal and interest by the United States of America, or of any agency
thereof, in either case maturing not more than 90 days from the date of
acquisition thereof; (b) certificates of deposit issued by any bank or trust
company organized under the laws of the United States of America or any state
thereof and having capital, surplus and undivided profits of at least
$5,000,000,000, maturing not more than 90 days from the date of acquisition
thereof; and (c) commercial paper rated A-1 or better or P-1 by Standard &
Poor's Ratings Services, a division of McGraw-Hill Companies, Inc., or Moody's
Investors Services, Inc., respectively, maturing not more than 90 days from the
date of acquisition thereof; in each case so long as the same (x) provide for
the payment of principal and interest (and not principal alone or interest
alone) and (y) are not subject to any contingency regarding the payment of
principal or interest.

            "Permitted Transactions" shall have the meaning assigned to such
term in Section 8.09 hereof.

                                Credit Agreement


                                     - 23 -

            "Person" shall mean any individual, corporation, company, voluntary
association, partnership, limited liability company, joint venture, trust,
unincorporated organization or government (or any agency, instrumentality or
political subdivision thereof).

            "Plan" shall mean an employee benefit or other plan established or
maintained by the Borrowers or any ERISA Affiliates and that is covered by Title
IV of ERISA, other than a Multiemployer Plan.

            "Pledge Agreement" shall mean a Pledge Agreement substantially in
the form of Exhibit C hereto between the Borrowers, each of the additional
parties, if any, that becomes a "Securing Party" thereunder, and the
Administrative Agent, as the same shall be modified and supplemented and in
effect from time to time.

            "Post-Default Rate" shall mean a rate per annum equal to 2% plus the
Base Rate as in effect from time to time plus the Applicable Margin for Base
Rate Loans, provided that, with respect to principal of a Eurodollar Loan that
shall become due (whether at stated maturity, by acceleration, by optional or
mandatory prepayment or otherwise) on a day other than the last day of the
Interest Period therefor, the "Post-Default Rate" shall be, for the period from
and including such due date to but excluding the last day of such Interest
Period, 2% plus the interest rate for such Loan as provided in Section 3.02(b)
hereof and, thereafter, the rate provided for above in this definition.

            "Preferred Membership Interests" shall mean the equity rights
provided for in Section 6.2 of the Operating Agreement of Mediacom Southeast.

            "Prime Rate" shall mean the rate of interest from time to time
announced by JPMCB at its principal office in New York City as its prime
commercial lending rate.

            "Principal Payment Dates" shall mean (a) in the case of the Tranche
A Term Loans, the last Business Day of March, June, September and December of
each year, commencing with March 31, 2008, through and including September 30,
2012, (b) in the case of the Tranche B Term Loans, the last Business Day of
March, June, September and December of each year, commencing with March 31,
2005, through and including March 31, 2013 and (c) in the case of Incremental
Facility Loans of any Series, such dates as shall have been agreed upon between
the Borrowers and the respective Incremental Facility Lenders of such Series
pursuant to Section 2.01(d) hereof at the time such Lenders become obligated to
make such Incremental Facility Loans hereunder.

            "Property" shall mean any right or interest in or to property of any
kind whatsoever, whether real, personal or mixed and whether tangible or
intangible.

            "Purchase Price" shall mean, without duplication, with respect to
any Acquisition, an amount equal to the sum of (i) the aggregate consideration,
whether cash, Property or

                                Credit Agreement


                                     - 24 -

securities (including, without limitation, any Indebtedness incurred pursuant to
paragraph (f) of Section 8.07 hereof), paid or delivered by the Borrowers and
their Subsidiaries in connection with such acquisition plus (ii) the aggregate
amount of liabilities of the acquired business (net of current assets of the
acquired business) that would be reflected on a balance sheet (if such were to
be prepared) of the Borrowers and their Subsidiaries after giving effect to such
acquisition.

            "Quarterly Dates" shall mean the last Business Day of March, June,
September and December in each year, the first of which shall be the first such
day after the date of this Agreement.

            "Quarterly Officer's Report" shall mean a quarterly report of a
Senior Officer with respect to Basic Subscribers, homes passed and revenues per
Basic Subscriber, substantially in the form of Exhibit B hereto, consisting of
Basic Subscribers, digital customers, data customers, telephony customers and
average monthly revenues per Basic Subscriber for each three month period.

            "Quarterly Payment Period" shall mean (i) initially, the period from
and including the Closing Date through but not including the Quarterly Date
falling on the last Business Day of December, 2004 and (ii) thereafter, each
successive three-month period from and including a Quarterly Date to but not
including the next following Quarterly Date.

            "Rate Ratio" shall mean, for any Quarterly Payment Period, the ratio
of (x) the daily average of the aggregate amount of all Indebtedness of the
Borrowers and their Subsidiaries (excluding Affiliate Subordinated Indebtedness
and the first $10,000,000 of Capital Lease Obligations and non-recourse liens
described in clauses (c) and (e) of the definition of Indebtedness as defined in
this Section 1.01) outstanding during the fiscal quarter ending immediately
prior to the first Business Day of such Quarterly Payment Period to (y) the
product of (i) System Cash Flow for such fiscal quarter times (ii) four. By way
of illustration, the Rate Ratio for a Quarterly Payment Period commencing on the
last Business Day of June of any year shall be the ratio of (A) the daily
average of the Indebtedness referred to in clause (x) above during the fiscal
quarter ending on the March 31 immediately preceding the last Business Day of
such June to (B) the product of (i) System Cash Flow for such fiscal quarter
times (ii) four.

            Notwithstanding the foregoing, (a) during the second Quarterly
Payment Period (i.e. the period from and including the last Business day of
December 2004 to but not including the last Business Day of March 2005), the
Rate Ratio shall be the Total Leverage Ratio as of the Closing Date and (b)
during the third Quarterly Payment Period (i.e. the period from and including
the last Business Day of March 2005 to but not including the last Business Day
of June 2005), the Rate Ratio shall be the ratio of (x) the daily average of the
aggregate amount of all Indebtedness of the Borrowers and their Subsidiaries
(excluding Affiliate Subordinated Indebtedness and the first $10,000,000 of
Capital Lease Obligations and non-recourse liens described in clauses (c) and
(e) of the definition of Indebtedness as defined in this Section 1.01)
outstanding during the period from and including the Closing Date to but
excluding the last

                                Credit Agreement


                                     - 25 -

Business Day of December 2004 to (y) the product of (i) System Cash Flow for the
fiscal quarter ending on the last Business Day of December 2004 times (ii) four.

            "Rate Ratio Certificate" shall mean, for any Quarterly Payment
Period commencing with the Quarterly Payment Period beginning with the last
Business Day of June 2005, a certificate of a Senior Officer setting forth, in
reasonable detail, the calculation (and the basis for such calculation) of the
Rate Ratio for use in determining the Applicable Margin hereunder during such
Quarterly Payment Period.

            "Refinancing", 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) any Incremental Facility Revolving Credit
Commitments of any Series that replace either the Revolving Credit Commitments
hereunder or the Incremental Facility Revolving Credit Commitments of any other
Series hereunder, such replacement to be effected by (i) concurrent reduction of
Revolving Credit Commitments or Incremental Facility Revolving Credit
Commitments of the respective Series in an amount equal to the replacement
Incremental Facility Revolving Credit Commitments, (ii) the concurrent repayment
or prepayment of any Loans outstanding under the respective replaced Commitments
with Incremental Facility Revolving Credit Loans made under the replacement
Incremental Facility Revolving Credit Commitments and (iii) the concurrent
designation of any Letters of Credit or Incremental Facility Letters of Credit
outstanding under such replaced Commitments with Incremental Facility Letters of
Credit under the replacement Incremental Facility Revolving Credit Commitments
and (b) any Incremental Facility Term Loans of any Series the proceeds of which
are applied to the repayment or prepayment of Term Loans of any Class or
Incremental Facility Term Loans of any Series.

            "Region" shall mean each geographic region into which the CATV
Systems of the Borrowers and their Subsidiaries are divided for operating and
management purposes.

            "Register" shall have the meaning assigned to such term in Section
11.06(c) hereof.

            "Regulations A, D, T, U and X" shall mean, respectively, Regulations
A, D, T, U and X of the Board of Governors of the Federal Reserve System (or any
successor), as the same may be modified and supplemented and in effect from time
to time.

            "Regulatory Change" shall mean, with respect to any Lender, any
change after the date hereof in Federal, state or foreign law or regulations
(including, without limitation, Regulation D) or the adoption or making after
such date of any interpretation, directive or request applying to a class of
banks including such Lender of or under any Federal, state or foreign law or
regulations (whether or not having the force of law and whether or not failure
to comply therewith would be unlawful) by any court or governmental or monetary
authority charged with the interpretation or administration thereof.

                                Credit Agreement


                                     - 26 -

            "Reimbursement Obligations" shall mean, at any time, the obligations
of the Borrowers then outstanding, or that may thereafter arise in respect of
all Letters of Credit then outstanding, to reimburse amounts paid by an Issuing
Lender in respect of any drawings under a Letter of Credit.

            "Release" shall mean any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration into
the indoor or outdoor environment, including, without limitation, the movement
of Hazardous Materials through ambient air, soil, surface water, ground water,
wetlands, land or subsurface strata.

            "Reserve Requirement" shall mean, for any Interest Period for any
Eurodollar Loan, the average maximum rate at which reserves (including, without
limitation, any marginal, supplemental or emergency reserves) are required to be
maintained during such Interest Period under Regulation D by member banks of the
Federal Reserve System in New York City with deposits exceeding one billion
Dollars against "Eurocurrency liabilities" (as such term is used in Regulation
D). Without limiting the effect of the foregoing, the Reserve Requirement shall
include any other reserves required to be maintained by such member banks by
reason of any Regulatory Change with respect to (i) any category of liabilities
that includes deposits by reference to which the Eurodollar Base Rate is to be
determined as provided in the definition of "Eurodollar Base Rate" in this
Section 1.01 or (ii) any category of extensions of credit or other assets that
includes Eurodollar Loans.

            "Reserved Commitment Amount" shall have the meaning assigned to such
term in Section 2.01(a) hereof.

            "Restricted Payments" shall mean, collectively, (a) all
distributions of the Borrowers (in cash, Property or obligations) on, or other
payments or distributions on account of, or the setting apart of money for a
sinking or other analogous fund for, or the purchase, redemption, retirement or
other acquisition of, any portion of any ownership interest in the Borrowers or
of any warrants, options or other rights to acquire any such ownership interest
(or to make any payments to any Person, such as "phantom stock" payments, where
the amount thereof is calculated with reference to fair market or equity value
of the Borrowers or any of their Subsidiaries), (b) any payments made by a
Borrower to any holders of any equity interests in the Borrowers that are
designed to reimburse such holders for the payment of any taxes attributable to
the operations of the Borrowers and their Subsidiaries, (c) any payments of
principal of or interest on Affiliate Subordinated Indebtedness, (d) any
payments in respect of Management Fees and (e) any Affiliate Letters of Credit
issued by an Issuing Lender for the account of the Borrowers.

            "Revolving Credit Commitment" shall mean, as to each Revolving
Credit Lender, the obligation of such Lender to make Revolving Credit Loans, and
to issue or participate in Letters of Credit pursuant to Section 2.03 hereof, in
an aggregate principal or face amount at any

                                Credit Agreement


                                     - 27 -

one time outstanding up to but not exceeding the amount set forth opposite the
name of such Lender on Schedule I hereto under the caption "Revolving Credit
Commitment" or, in the case of a Person that becomes a Revolving Credit Lender
pursuant to an assignment permitted under Section 11.06(b), as specified in the
respective instrument of assignment pursuant to which such assignment is
effected (as the same may be reduced from time to time pursuant to Section 2.04
or 2.10 hereof or increased or reduced from time to time pursuant to assignments
permitted under said Section 11.06(b)). The original aggregate principal amount
of the Revolving Credit Commitments is $400,000,000.

            "Revolving Credit Commitment Termination Date" shall mean the
Quarterly Date falling on or nearest to September 30, 2011.

            "Revolving Credit Lenders" shall mean (a) on the date hereof, the
Lenders having Revolving Credit Commitments on Schedule I hereto and (b)
thereafter, the Lenders from time to time holding Revolving Credit Loans and
Revolving Credit Commitments after giving effect to any assignments thereof
permitted by Section 11.06(b) hereof.

            "Revolving Credit Letter of Credit" shall mean any letter of credit
issued under Revolving Credit Commitments.

            "Revolving Credit Loans" shall mean the loans provided for in
Section 2.01(a) hereof, which may be Base Rate Loans and/or Eurodollar Loans.

            "Security Documents" shall mean, collectively, the Pledge Agreement,
the Guarantee and Pledge Agreement and the Subsidiary Guarantee Agreements, and
all Uniform Commercial Code financing statements required by the Pledge
Agreement, the Guarantee and Pledge Agreement and the Subsidiary Guarantee
Agreements, to be filed with respect to the security interests created pursuant
to the Pledge Agreement, the Guarantee and Pledge Agreement and the Subsidiary
Guarantee Agreements.

            "Senior Officer" shall mean an individual that is the chairman,
chief executive officer, chief financial officer, treasurer, controller or vice
president of corporate finance of the Manager, acting for and on behalf of the
Borrowers.

            "Series" has the meaning set forth in Section 2.01(d).

            "Special Reductions" shall mean, as at any date during any fiscal
quarter, the aggregate amount of reductions during such fiscal quarter through
such date in the undrawn face amount of Affiliate Letters of Credit issued
during such fiscal quarter (i.e. excluding reductions in such face amount that
occur upon a drawing under such Affiliate Letters of Credit), together with the
aggregate amount of Affiliate Letters of Credit issued during such fiscal
quarter that expire or are terminated during such fiscal quarter through such
date without being drawn.

                                Credit Agreement


                                     - 28 -

            "Subsidiary" shall mean, with respect to any Person, any
corporation, partnership, limited liability company or other entity of which at
least a majority of the securities or other ownership interests having by the
terms thereof ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions of such corporation,
partnership, limited liability company or other entity (irrespective of whether
or not at the time securities or other ownership interests of any other class or
classes of such corporation, partnership, limited liability company or other
entity shall have or might have voting power by reason of the happening of any
contingency) is at the time directly or indirectly owned or controlled by such
Person or one or more Subsidiaries of such Person or by such Person and one or
more Subsidiaries of such Person.

            "Subsidiary Guarantee Agreement" shall mean a Subsidiary Guarantee
Agreement substantially in the form of Exhibit E hereto by a Subsidiary of a
Borrower in favor of the Administrative Agent, as the same shall be modified and
supplemented and in effect from time to time.

            "Subsidiary Guarantor" shall mean any Subsidiary of the Borrowers
that executes and delivers a Subsidiary Guarantee Agreement.

            "Supplemental Capital" shall mean (a) advances made by an Affiliate
to the Borrowers constituting Affiliate Subordinated Indebtedness (excluding any
Cure Monies) and (b) equity contributions by an Affiliate subsequent to the date
of this Agreement (excluding any Cure Monies).

            "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. 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).

                                Credit Agreement


                                     - 29 -

            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.

            "Tax Payment Amount" shall mean, for any period, an amount not
exceeding in the aggregate the amount of Federal, state and local income taxes
the Borrowers would otherwise have paid in the event they were corporations
(other than "S corporations" within the meaning of Section 1361 of the Code) for
such period and all prior periods.

            "Term Loan Commitments" shall mean, collectively, the Tranche A Term
Loan Commitments and the Tranche B Term Loan Commitments.

            "Term Loan Lenders" shall mean (a) on the date hereof, the Lenders
having Term Loan Commitments on Schedule I hereto and (b) thereafter, the
Lenders from time to time holding Term Loans and Term Commitments after giving
effect to any assignments thereof permitted by Section 11.06(b) hereof.

            "Term Loans" shall mean, collectively, the Tranche A Term Loans and
the Tranche B Term Loans.

            "Total Leverage Ratio" shall mean, as at any date, the ratio of (a)
the aggregate amount of all Indebtedness of the Borrowers and their Subsidiaries
(excluding Affiliate Subordinated Indebtedness and the first $10,000,000 of
Capital Lease Obligations and non-recourse liens described in clauses (c) and
(e) of the definition of Indebtedness as defined in this Section 1.01) as at
such date to (b) the product of (x) System Cash Flow for the fiscal quarter
ending on, or most recently ended prior to, such date times (y) four.

            Notwithstanding the foregoing, the Total Leverage Ratio as at any
date during any fiscal quarter during which an Acquisition is consummated shall
be deemed to be equal to the ratio of (a) the aggregate amount of all
Indebtedness of the Borrowers and their Subsidiaries (excluding Affiliate
Subordinated Indebtedness and the first $10,000,000 of Capital Lease Obligations
and non-recourse liens described in clauses (c) and (e) of the definition of
Indebtedness as defined in this Section 1.01) as at such date to (b) the product
of Adjusted System Cash Flow for the immediately preceding fiscal quarter times
four.

            "Tranche A Term Loan Commitment" shall mean, as to each Tranche A
Term Loan Lender, the obligation of such Lender to make Tranche A Term Loans in
an aggregate principal amount up to, but not exceeding, the amount set forth
opposite the name of such Lender on Schedule I under the caption "Tranche A Term
Loan Commitment" or, in the case of a Person that becomes a Tranche A Term Loan
Lender pursuant to an assignment permitted under

                                Credit Agreement


                                     - 30 -

Section 11.06(b), as specified in the respective instrument of assignment
pursuant to which such assignment is effected (as the same may be reduced at any
time or from time to time pursuant to Section 2.04 or 2.10 or increased or
reduced from time to time pursuant to assignments permitted under said Section
11.06(b)). The original aggregate principal amount of the Tranche A Term Loan
Commitments is $200,000,000.

            "Tranche A Term Loan Commitment Expiration Date" shall have the
meaning assigned to such term in Section 2.01(b) hereof.

            "Tranche A Term Loan Lenders" shall mean (a) on the date hereof, the
Lenders having Tranche A Term Loan Commitments on Schedule I and (b) thereafter,
the Lenders from time to time holding Tranche A Term Loans and Tranche A Term
Loan Commitments after giving effect to any assignments thereof permitted by
Section 11.06(b).

            "Tranche A Term Loans" shall mean the loans provided for in Section
2.01(b), which may be Base Rate Loans and/or Eurodollar Loans.

            "Tranche B Term Loan Commitment" shall mean, as to each Tranche B
Term Loan Lender, the obligation of such Lender to make Tranche B Term Loans in
an aggregate principal amount up to, but not exceeding, the amount set forth
opposite the name of such Lender on Schedule I under the caption "Tranche B Term
Loan Commitment" or, in the case of a Person that becomes a Tranche B Term Loan
Lender pursuant to an assignment permitted under Section 11.06(b), as specified
in the respective instrument of assignment pursuant to which such assignment is
effected (as the same may be reduced at any time or from time to time pursuant
to Section 2.04 or 2.10 or increased or reduced from time to time pursuant to
assignments permitted under said Section 11.06(b)). The original aggregate
principal amount of the Tranche B Term Loan Commitments is $550,000,000.

            "Tranche B Term Loan Lenders" shall mean (a) on the date hereof, the
Lenders having Tranche B Term Loan Commitments on Schedule I and (b) thereafter,
the Lenders from time to time holding Tranche B Term Loans and Tranche B Term
Loan Commitments after giving effect to any assignments thereof permitted by
Section 11.06(b).

            "Tranche B Term Loans" shall mean the loans provided for in Section
2.01(c), which may be Base Rate Loans and/or Eurodollar Loans.

            "Type" shall have the meaning assigned to such term in Section 1.03
hereof.

            "U.S. Person" shall mean a citizen or resident of the United States
of America, a corporation, partnership, limited liability company or other
entity created or organized in or under any laws of the United States of America
or any State thereof, or any estate or trust that is subject to Federal income
taxation regardless of the source of its income.

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                                     - 31 -

            "U.S. Taxes" shall mean any present or future tax, assessment or
other charge or levy imposed by or on behalf of the United States of America or
any taxing authority thereof.

            "Wholly Owned Subsidiary" shall mean, with respect to any Person,
any corporation, partnership, limited liability company or other entity of which
all of the equity securities or other ownership interests (other than, in the
case of a corporation, directors' qualifying shares) are directly or indirectly
owned or controlled by such Person or one or more Wholly Owned Subsidiaries of
such Person or by such Person and one or more Wholly Owned Subsidiaries of such
Person.

            "Working Capital" shall mean, as at such date, for the Borrowers and
their Subsidiaries (determined on a combined basis without duplication in
accordance with GAAP) (a) current assets (excluding cash and cash equivalents)
minus (b) current liabilities (excluding the current portion of long term debt
and of any installments of principal payable hereunder).

            1.02 Accounting Terms and Determinations.

            (a) Accounting Terms and Determinations Generally. Except as
otherwise expressly provided herein, all accounting terms used herein shall be
interpreted, and all financial statements and certificates and reports as to
financial matters required to be delivered to the Lenders or the Administrative
Agent hereunder shall (unless otherwise disclosed to the Lenders in writing at
the time of delivery thereof in the manner described in paragraph (b) below) be
prepared, in accordance with generally accepted accounting principles applied on
a basis consistent with those used in the preparation of the latest financial
statements furnished to the Lenders hereunder (which, prior to the delivery of
the first financial statements under Section 8.01 hereof, shall mean the audited
financial statements as at December 31, 2003, referred to in Section 7.02(a)
hereof). All calculations made for the purposes of determining compliance with
this Agreement shall (except as otherwise expressly provided herein) be made by
application of generally accepted accounting principles applied on a basis
consistent with those used in the preparation of the latest annual or quarterly
financial statements furnished to the Lenders pursuant to Section 8.01 hereof
(or, prior to the delivery of the first financial statements under Section 8.01
hereof, used in the preparation of the audited financial statements as at
December 31, 2003 referred to in Section 7.02(a) hereof) unless

            (i) the Borrowers shall have objected to determining such compliance
      on such basis at the time of delivery of such financial statements, or

            (ii) the Majority Lenders shall so object in writing within 30 days
      after delivery of such financial statements,

in either of which events such calculations shall be made on a basis consistent
with those used in the preparation of the latest financial statements as to
which such objection shall not have been made (which, if objection is made in
respect of the first financial statements delivered under

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                                     - 32 -

Section 8.01 hereof, shall mean the audited financial statements referred to in
Section 7.02(a) hereof).

            (b) Statement of Accounting Variations. The Borrowers shall deliver
to the Lenders at the same time as the delivery of any annual or quarterly
financial statement under Section 8.01 hereof (i) a description in reasonable
detail of any material variation between the application of accounting
principles employed in the preparation of such statement and the application of
accounting principles employed in the preparation of the next preceding annual
or quarterly financial statements as to which no objection has been made in
accordance with the last sentence of paragraph (a) above and (ii) reasonable
estimates of the difference between such statements arising as a consequence
thereof.

            (c) Changes in Fiscal Periods. To enable the ready and consistent
determination of compliance with the covenants set forth in Section 8 hereof,
none of the Borrowers will change the last day of its fiscal year from December
31, or the last days of the first three fiscal quarters in each of its fiscal
years from March 31, June 30 and September 30 of each year, respectively.

            1.03 Classes and Types of Loans. Loans hereunder are distinguished
by "Class" and by "Type". The "Class" of a Loan (or of a Commitment to make a
Loan) refers to whether such Loan is a Revolving Credit Loan, a Tranche A Term
Loan, a Tranche B Term Loan, an Incremental Facility Revolving Credit Loan or an
Incremental Facility Term Loan of any Series, each of which constitutes a Class.
The "Type" of a Loan refers to whether such Loan is a Base Rate Loan or a
Eurodollar Loan, each of which constitutes a Type. Loans may be identified by
both Class and Type. Incremental Facility Loans and Incremental Facility
Commitments shall also be classified by Series, each of which shall be
considered a separate Class.

            1.04 Nature of Obligations of Borrowers. It is the intent of the
parties hereto that the Borrowers shall be jointly and severally obligated
hereunder and under the notes executed and delivered by the Borrowers pursuant
to Section 2.08(d) hereof, as co-Borrowers under this Agreement and as co-makers
on such notes, in respect of the principal of and interest on, and all other
amounts owing in respect of, the Loans and such notes.

            Section 2. Commitments, Loans and Prepayments.

            2.01 Loans.

            (a) Revolving Credit Loans. Each Revolving Credit Lender severally
agrees, on the terms and conditions of this Agreement, to make loans to the
Borrowers in Dollars during the period from and including the Closing Date to
but not including the Revolving Credit Commitment Termination Date in an
aggregate principal amount at any one time outstanding up to but not exceeding
the amount of the Revolving Credit Commitment of such Lender as in effect from
time to time, provided that in no event shall the aggregate principal amount of
all

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Revolving Credit Loans, together with the aggregate amount of all Letter of
Credit Liabilities in respect of Revolving Credit Letters of Credit, exceed the
aggregate amount of the Revolving Credit Commitments as in effect from time to
time. Subject to the terms and conditions of this Agreement, during such period
the Borrowers may borrow, repay and reborrow the amount of the Revolving Credit
Commitments by means of Base Rate Loans and Eurodollar Loans and may Convert
Revolving Credit Loans of one Type into Revolving Credit Loans of another Type
(as provided in Section 2.09 hereof) or Continue Revolving Credit Loans of one
Type as Revolving Credit Loans of the same Type (as provided in Section 2.09
hereof).

            Proceeds of Revolving Credit Loans shall be available for any use
permitted under Section 8.16(a) hereof, provided that, in the event that as
contemplated by clause (x) of the second paragraph of Section 2.10(d) hereof,
the Borrowers shall prepay Revolving Credit Loans from the proceeds of a
Disposition hereunder, then an amount of Revolving Credit Commitments equal to
the amount of such prepayment (herein the "Reserved Commitment Amount") shall be
reserved and shall not be available for borrowings hereunder except and to the
extent that the proceeds of such borrowings are to be applied to make
Acquisitions permitted under Section 8.05 hereof or to make prepayments of Loans
under clause (y) of the second paragraph of Section 2.10(d) hereof. The
Borrowers agree, upon the occasion of any borrowing of Revolving Credit Loans
hereunder that is to constitute a utilization of any Reserved Commitment Amount,
to advise the Administrative Agent in writing of such fact at the time of such
borrowing, identifying the amount of such borrowing that is to constitute such
utilization, the Acquisition, if any, in respect of which the proceeds of such
borrowing are to be applied and the reduced Reserved Commitment Amount to be in
effect after giving effect to such borrowing.

            (b) Tranche A Term Loans. Each Tranche A Term Loan Lender severally
agrees, on the terms and conditions of this Agreement, to make term loans to the
Borrowers in Dollars in up to three drawings at any time during the period from
and including the Closing Date through and including the date (the "Tranche A
Term Loan Commitment Expiration Date") 100 days after the Closing Date (provided
that if such date is not a Business Day, the Tranche A Term Loan Commitment
Expiration Date shall be the next succeeding Business Day) in an aggregate
principal amount up to but not exceeding the amount of the Tranche A Term Loan
Commitment of such Lender. Subject to the terms and conditions of this
Agreement, on the date of such drawing, the Borrowers may borrow the Tranche A
Term Loan Commitments by means of Base Rate Loans and Eurodollar Loans, and
thereafter the Borrowers may Convert Tranche A Term Loans of one Type into
Tranche A Term Loans of another Type (as provided in Section 2.09 hereof) or
Continue Tranche A Term Loans of one Type as Tranche A Term Loans of the same
Type (as provided in Section 2.09 hereof). Amounts prepaid or repaid in respect
of Tranche A Term Loans may not be reborrowed.

            Proceeds of Tranche A Term Loans hereunder shall be available for
any use permitted under Section 8.16(a) hereof.

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                                     - 34 -

            (c) Tranche B Term Loans. Each Tranche B Term Loan Lender severally
agrees, on the terms and conditions of this Agreement, to make term loans to the
Borrowers in Dollars in a single drawing on the Closing Date in an aggregate
principal amount up to but not exceeding the amount of the Tranche B Term Loan
Commitment of such Lender. Subject to the terms and conditions of this
Agreement, on the date of such drawing the Borrowers may borrow the Tranche B
Term Loan Commitments by means of Base Rate Loans and Eurodollar Loans, and
thereafter the Borrowers may Convert Tranche B Term Loans of one Type into
Tranche B Term Loans of another Type (as provided in Section 2.09 hereof) or
Continue Tranche B Term Loans of one Type as Tranche B Term Loans of the same
Type (as provided in Section 2.09 hereof). Amounts prepaid or repaid in respect
of Tranche B Term Loans may not be reborrowed.

            Proceeds of Tranche B Term Loans hereunder shall be available for
any use permitted under Section 8.16(a) hereof.

            (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.

                                Credit Agreement


                                     - 35 -

            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,

            (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
      Refinancing Incremental Facility Commitments, Refinancing Incremental
      Facility Loans and Refinancing 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 B
      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)
      Refinancing Incremental Facility Commitments, Refinancing Incremental
      Facility Loans and Refinancing 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

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                                     - 36 -

      Tranche A Term Loans hereunder (in the case of Incremental Facility Term
      Loans) or (y) Refinancing Incremental Facility Commitments, Refinancing
      Incremental Facility Loans and Refinancing Incremental Facility Letters of
      Credit,

            (vi) the aggregate amount of the Refinancing Incremental Facility
      Revolving Credit Commitments of any Series shall not exceed the aggregate
      amount of the corresponding Revolving Credit Commitments, or Incremental
      Facility Revolving Credit Commitments of any Series, being replaced by
      such Refinancing Incremental Facility Revolving Credit Commitments, and
      shall not have a commitment termination date earlier than the scheduled
      commitment termination date for the Commitments being replaced 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,

            (vii) the aggregate amount of the Refinancing Incremental Facility
      Term Loans of any Series shall not exceed the aggregate amount of the
      corresponding Term Loans of a Class, or Incremental Facility Term Loans of
      any Series, being refinanced by such Refinancing Incremental Facility Term
      Loans, and shall not have a final maturity date earlier than the final
      maturity date of the Loans being refinanced or an average life to maturity
      earlier than the average life to maturity of the Loans being refinanced
      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
      that will not result in such Lender's Incremental Facility Revolving
      Credit Loans and Incremental

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                                     - 37 -

      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) if 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.

            (e) Certain Limitations on Eurodollar Loans. No more than eight
separate Interest Periods in respect of Eurodollar Loans of a Class from each
Lender may be outstanding at any one time.

            2.02 Borrowings. The Borrowers shall give the Administrative Agent
notice of each borrowing hereunder as provided in Section 4.05 hereof. Not later
than (a) with respect to same-day borrowings of Base Rate Loans, 11:00 a.m. New
York time on the date specified for each borrowing hereunder in the relevant
borrowing notice delivered pursuant to Section 4.05 hereof and (b) with respect
to borrowings other than same-day Base Rate Loans, 1:00 p.m. New York time on
the date for each borrowing hereunder specified in the relevant borrowing notice
delivered pursuant to Section 4.05 hereof, each Lender shall make available the
amount of the Loan or Loans to be made by it on such date to the Administrative
Agent, at an account designated by the Administrative Agent to the Lenders, in
immediately available funds, for the account of the Borrowers. The amount so
received by the Administrative Agent shall, subject to the terms and conditions
of this Agreement, be made available to the Borrowers by depositing the same, in
immediately available funds, in an account of the Borrowers designated by the
Borrowers and maintained with JPMCB at its principal office.

            2.03 Letters of Credit. Subject to the terms and conditions of this
Agreement, the Revolving Credit Commitments (and, if specified at the time they
shall be established, the Incremental Facility Revolving Credit Commitments of
any Series) may be utilized, upon the request of the Borrowers, in addition to
the Revolving Credit Loans provided for by Section 2.01(a) hereof (and, if
applicable, in addition to the Incremental Facility Revolving Credit Loans
provided for by Section 2.01(d) hereof), by the issuance by any Issuing Lender
of Letters of Credit of the applicable Class for the account of the Borrowers or
any of their Subsidiaries (as specified by the relevant Borrower), provided that
in no event shall

                                Credit Agreement


                                     - 38 -

            (i) the aggregate amount of all Letter of Credit Liabilities of any
      Class, together with the aggregate principal amount of the Loans of such
      Class, exceed (x) in the case of Letters of Credit issued under the
      Revolving Credit Commitments, the aggregate amount of the Revolving Credit
      Commitments as in effect from time to time or (y) in the case of Letters
      of Credit issued under the Incremental Facility Revolving Credit
      Commitments of any Series, the aggregate amount of the Incremental
      Facility Revolving Credit Commitments of such Series,

            (ii) the outstanding aggregate amount of all Letter of Credit
      Liabilities under the Revolving Credit Commitments exceed $200,000,000, or
      the outstanding aggregate amount of all Letters of Credit under the
      Incremental Facility Revolving Credit Commitments of any Series exceed the
      respective limits therefor specified at the time such Incremental Facility
      Revolving Credit Commitments are established and

            (iii) the expiration date of any Letter of Credit of any Class
      extend beyond the earlier of the date five Business Days prior to the
      Revolving Credit Commitment Termination Date (or, in the case of an
      Incremental Facility Letter of Credit, the commitment termination date of
      the applicable Series of Incremental Facility Revolving Credit
      Commitments) and the date twelve months following the issuance of such
      Letter of Credit (or, in the case of any renewal or extension thereof,
      twelve months after the then-current expiration date of such Letter of
      Credit, so long as such renewal or extension occurs within three months of
      such then-current expiration date).

The Borrowers may request any Issuing Lender to issue Letters of Credit for the
account of the Borrowers to support an obligation of an Affiliate of the
Borrowers so long as the face amount of such Letter of Credit does not exceed
the amount of Restricted Payments the Borrowers may then make pursuant to
Section 8.09(d). The following additional provisions shall apply to Letters of
Credit:

            (a) Notice of Issuance. The Borrowers shall give the Administrative
      Agent at least three Business Days' irrevocable prior notice (effective
      upon receipt) specifying the Business Day (which shall be no later than 30
      days preceding the Revolving Credit Commitment Termination Date or, if
      applicable, the commitment termination date for the respective Series of
      Incremental Facility Revolving Credit Commitments) each Letter of Credit
      is to be issued and the account party or parties therefor and describing
      in reasonable detail the proposed terms of such Letter of Credit
      (including the beneficiary thereof) and the nature of the transactions or
      obligations proposed to be supported thereby (including whether such
      Letter of Credit is to be a commercial letter of credit or a standby
      letter of credit). Upon receipt of any such notice, the Administrative
      Agent shall advise the relevant Issuing Lender of the contents thereof.

            (b) Participations in Letters of Credit. On each day during the
      period commencing with the issuance by any Issuing Lender of any Letter of
      Credit of any Class

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                                     - 39 -

      and until such Letter of Credit shall have expired or been terminated, the
      Revolving Credit Commitment of each Revolving Credit Lender (or, as
      applicable, the Incremental Facility Revolving Credit Commitment of each
      Incremental Facility Revolving Credit Lender) shall be deemed to be
      utilized for all purposes of this Agreement in an amount equal to such
      Lender's Letter of Credit Commitment Percentage of the then undrawn face
      amount of such Letter of Credit. Each Revolving Credit Lender and each
      Incremental Facility Revolving Credit Lender (other than the relevant
      Issuing Lender) agrees that, upon the issuance of any Revolving Credit
      Letter of Credit or Incremental Facility Letter of Credit hereunder, as
      applicable, it shall automatically acquire a participation in such Issuing
      Lender's liability under such Letter of Credit in an amount equal to such
      Lender's Letter of Credit Commitment Percentage of such liability, and
      each such Lender (other than the relevant Issuing Lender) thereby shall
      absolutely, unconditionally and irrevocably assume, as primary obligor and
      not as surety, and shall be unconditionally obligated to such Issuing
      Lender to pay and discharge when due, its Letter of Credit Commitment
      Percentage of such Issuing Lender's liability under such Letter of Credit.

            (c) Notice by Issuing Lender of Drawings. Upon receipt from the
      beneficiary of any Letter of Credit of any demand for payment under such
      Letter of Credit, the relevant Issuing Lender shall promptly notify the
      Borrowers (through the Administrative Agent) of the amount to be paid by
      such Issuing Lender as a result of such demand and the date on which
      payment is to be made by such Issuing Lender to such beneficiary in
      respect of such demand. Notwithstanding the identity of the account party
      of any Letter of Credit, the Borrowers hereby jointly and severally
      unconditionally agree to pay and reimburse the Administrative Agent for
      the account of the relevant Issuing Lender for the amount of each demand
      for payment under such Letter of Credit that is in substantial compliance
      with the provisions of such Letter of Credit at or prior to the date on
      which payment is to be made by such Issuing Lender to the beneficiary
      thereunder, without presentment, demand, protest or other formalities of
      any kind.

            (d) Notice by the Borrowers of Borrowing for Reimbursement.
      Forthwith upon its receipt of a notice referred to in paragraph (c) of
      this Section 2.03, the Borrowers shall advise the Administrative Agent
      whether or not the Borrowers intend to borrow hereunder to finance their
      obligation to reimburse such Issuing Lender for the amount of the related
      demand for payment and, if they do, submit a notice of such borrowing as
      provided in Section 4.05 hereof.

            (e) Payments by Lenders to Issuing Lender. Each Revolving Credit
      Lender and each Incremental Facility Revolving Credit Lender (other than
      the relevant Issuing Lender), as applicable, shall pay to the
      Administrative Agent for the account of such Issuing Lender at its
      principal office in Dollars and in immediately available funds, the amount
      of such Lender's Letter of Credit Commitment Percentage of any payment
      under a Revolving Letter of Credit or Incremental Facility Letter of
      Credit, as applicable, upon notice by such Issuing Lender (through the
      Administrative Agent) to such Lender

                                Credit Agreement


                                     - 40 -

      requesting such payment and specifying such amount. Each such Lender's
      obligation to make such payment to the Administrative Agent for the
      account of such Issuing Lender under this paragraph (e), and such Issuing
      Lender's right to receive the same, shall be absolute and unconditional
      and shall not be affected by any circumstance whatsoever, including,
      without limitation, the failure of any other Lender to make its payment
      under this paragraph (e), the financial condition of the Borrowers (or any
      other account party), the existence of any Default or the termination of
      the Commitments. Each such payment to any Issuing Lender shall be made
      without any offset, abatement, withholding or reduction whatsoever. If any
      Revolving Credit Lender or Incremental Facility Revolving Credit Lender
      shall default in its obligation to make any such payment to the
      Administrative Agent for the account of an Issuing Lender, for so long as
      such default shall continue the Administrative Agent may at the request of
      such Issuing Lender withhold from any payments received by the
      Administrative Agent under this Agreement for the account of such Lender
      the amount so in default and, to the extent so withheld, pay the same to
      such Issuing Lender in satisfaction of such defaulted obligation.

            (f) Participations in Reimbursement Obligations. Upon the making of
      each payment by a Lender to an Issuing Lender pursuant to paragraph (e)
      above in respect of any Letter of Credit, such Lender shall, automatically
      and without any further action on the part of the Administrative Agent,
      such Issuing Lender or such Lender, acquire (i) a participation in an
      amount equal to such payment in the Reimbursement Obligation owing to such
      Issuing Lender by the Borrowers hereunder and under the Letter of Credit
      Documents relating to such Letter of Credit and (ii) a participation in a
      percentage equal to such Lender's Letter of Credit Commitment Percentage
      in any interest or other amounts payable by the Borrowers hereunder and
      under such Letter of Credit Documents in respect of such Reimbursement
      Obligation (other than the commissions, charges, costs and expenses
      payable to such Issuing Lender pursuant to paragraph (g) of this Section
      2.03). Upon receipt by an Issuing Lender from or for the account of the
      Borrowers of any payment in respect of any Reimbursement Obligation or any
      such interest or other amount (including by way of setoff or application
      of proceeds of any collateral security) such Issuing Lender shall promptly
      pay to the Administrative Agent for the account of each Lender entitled
      thereto, such Lender's Letter of Credit Commitment Percentage of such
      payment, each such payment by such Issuing Lender to be made in the same
      money and funds in which received by such Issuing Lender. In the event any
      payment received by an Issuing Lender and so paid to a Lender hereunder is
      rescinded or must otherwise be returned by such Issuing Lender, such
      Lender shall, upon the request of such Issuing Lender (through the
      Administrative Agent), repay to such Issuing Lender (through the
      Administrative Agent) the amount of such payment paid to such Lender, with
      interest at the rate specified in paragraph (j) of this Section 2.03.

            (g) Letter of Credit Fees. The Borrowers shall pay to the
      Administrative Agent for the account of each Revolving Credit Lender or
      Incremental Facility Revolving Credit Lender (ratably in accordance with
      their respective Letter of Credit Commitment

                                Credit Agreement


                                     - 41 -

      Percentages) a letter of credit fee in respect of each Revolving Credit
      Letter of Credit or Incremental Facility Letter of Credit, as applicable,
      in an amount equal to the Applicable Margin, in effect from time to time,
      for Revolving Credit Loans or Incremental Facility Revolving Credit Loans
      of the respective Series, as applicable, that are Eurodollar Loans on the
      daily average undrawn face amount of such Letter of Credit for the period
      from and including the date of issuance of such Letter of Credit (i) in
      the case of a Letter of Credit that expires in accordance with its terms,
      to and including such expiration date and (ii) in the case of a Letter of
      Credit that is drawn in full or is otherwise terminated other than on the
      stated expiration date of such Letter of Credit, to but excluding the date
      such Letter of Credit is drawn in full or is terminated (such fee to be
      non-refundable, to be paid in arrears not later than the third Business
      Day following each Quarterly Date and on the Revolving Credit Commitment
      Termination Date (or, as applicable, the commitment termination date for
      the Incremental Facility Revolving Credit Commitments of the relevant
      Series) and to be calculated for any day after giving effect to any
      payments made under such Letter of Credit on such day).

            In addition, the Borrowers shall pay to the Administrative Agent for
      the account of the relevant Issuing Lender a fronting fee in respect of
      each Letter of Credit issued by such Issuing Lender in an amount equal to
      1/4 of 1% per annum of the daily average undrawn face amount of such
      Letter of Credit for the period from and including the date of issuance of
      such Letter of Credit (i) in the case of a Letter of Credit that expires
      in accordance with its terms, to and including such expiration date and
      (ii) in the case of a Letter of Credit that is drawn in full or is
      otherwise terminated other than on the stated expiration date of such
      Letter of Credit, to but excluding the date such Letter of Credit is drawn
      in full or is terminated (such fee to be non-refundable, to be paid in
      arrears not later than the third Business Day following each Quarterly
      Date and on the Revolving Credit Commitment Termination Date or, as
      applicable, the commitment termination date for the Incremental Facility
      Revolving Credit Commitments of the relevant Series, and to be calculated
      for any day after giving effect to any payments made under such Letter of
      Credit on such day) plus all commissions, charges, costs and expenses in
      the amounts customarily charged by such Issuing Lender from time to time
      in like circumstances with respect to the issuance of each Letter of
      Credit and drawings and other transactions relating thereto.

            (h) Information Provided by Issuing Lender. Promptly following the
      end of each calendar month, the Issuing Lenders shall deliver (through the
      Administrative Agent) to each Revolving Credit Lender or Incremental
      Facility Revolving Credit Lender, as applicable, and the Borrowers a
      notice describing the aggregate amount of all Letters of Credit
      outstanding at the end of such month. Upon the request of any Lender from
      time to time, the Issuing Lenders shall deliver any other information
      reasonably requested by such Lender with respect to each Letter of Credit
      then outstanding in which such Lender holds a Letter of Credit Interest.

                                Credit Agreement


                                     - 42 -

            (i) Conditions Precedent to Issuance. The issuance by any Issuing
      Lender of each Letter of Credit shall, in addition to the conditions
      precedent set forth in Section 6 hereof, be subject to the conditions
      precedent that (i) such Letter of Credit shall be in such form, contain
      such terms and support such transactions as shall be satisfactory to such
      Issuing Lender consistent with its then current practices and procedures
      with respect to letters of credit of the same type and (ii) the Borrowers
      shall have executed and delivered such applications, agreements and other
      instruments relating to such Letter of Credit as such Issuing Lender shall
      have reasonably requested consistent with its then current practices and
      procedures with respect to letters of credit of the same type, provided
      that in the event of any conflict between any such application, agreement
      or other instrument and the provisions of this Agreement or any Security
      Document, the provisions of this Agreement and the Security Documents
      shall control.

            (j) Interest Payable to Issuing Lender by Lenders. To the extent
      that any Lender shall fail to pay any amount required to be paid pursuant
      to paragraph (e) or (f) of this Section 2.03 on the due date therefor,
      such Lender shall pay interest to the relevant Issuing Lender (through the
      Administrative Agent) on such amount from and including such due date to
      but excluding the date such payment is made at a rate per annum equal to
      the Federal Funds Rate, provided that if such Lender shall fail to make
      such payment to such Issuing Lender within three Business Days of such due
      date, then, retroactively to the due date, such Lender shall be obligated
      to pay interest on such amount at the Post-Default Rate.

            (k) Modifications and Supplements. The issuance by an Issuing Lender
      of any modification or supplement to any Letter of Credit hereunder shall
      be subject to the same conditions applicable under this Section 2.03 to
      the issuance of new Letters of Credit, and no such modification or
      supplement shall be issued hereunder unless either (i) the respective
      Letter of Credit affected thereby would have complied with such conditions
      had it originally been issued hereunder in such modified or supplemented
      form or (ii) the Majority Lenders of the applicable Class shall have
      consented thereto.

            (l) Existing Letters of Credit. To the extent that on the Closing
      Date any "Letters of Credit" under and as defined in the Existing Credit
      Agreements shall be outstanding then, on the Closing Date, subject to the
      satisfaction of the conditions precedent set forth in Section 6 hereof,
      each of such "Letters of Credit" shall automatically, and without any
      action on the part of any Person, become a Letter of Credit hereunder, and
      JPMCB, as the "Issuing Lender" under the Existing Credit Agreements,
      hereby unconditionally releases each "Revolving Credit Lender" under the
      Existing Credit Agreements from any liability under such "Revolving Credit
      Lender's" participation in respect of such "Letter of Credit".

The Borrowers hereby indemnify and hold harmless each Lender and the
Administrative Agent from and against any and all claims and damages, losses,
liabilities, costs or expenses that such

                                Credit Agreement


                                     - 43 -

Lender or the Administrative Agent may incur (or that may be claimed against
such Lender or the Administrative Agent by any Person whatsoever) by reason of
or in connection with the execution and delivery or transfer of or payment or
refusal to pay by any Issuing Lender under any Letter of Credit; provided that
the Borrowers shall not be required to indemnify any Lender or the
Administrative Agent for any claims, damages, losses, liabilities, costs or
expenses to the extent, but only to the extent, caused by (x) the willful
misconduct or gross negligence of any Issuing Lender in determining whether a
request presented under any Letter of Credit complied with the terms of such
Letter of Credit or (y) in the case of any Issuing Lender, such Lender's failure
to pay under any Letter of Credit after the presentation to it of a request
strictly complying with the terms and conditions of such Letter of Credit.
Nothing in this Section 2.03 is intended to limit the other obligations of the
Borrowers, any Lender or the Administrative Agent under this Agreement.

            2.04 Changes of Commitments.

            (a) Optional Reductions of Commitments. The Borrowers shall have the
right at any time or from time to time (i) so long as no Revolving Credit Loans
or Letter of Credit Liabilities in respect of Revolving Credit Letters of Credit
are outstanding, to terminate the Revolving Credit Commitments, (ii) so long as
no Incremental Facility Revolving Credit Loans or Incremental Facility Letters
of Credit of a Series are outstanding, to terminate the Incremental Facility
Commitments of such Series and (iii) to reduce the aggregate unused amount of
the Revolving Credit Commitments or Incremental Facility Revolving Credit
Commitments of any Series (for which purpose use of such Commitments shall be
deemed to include the aggregate amount of Letter of Credit Liabilities in
respect of Letters of Credit issued under such Commitments); provided that (x)
the Borrowers shall give notice of each such termination or reduction as
provided in Section 4.05 hereof, (y) each partial reduction shall be in an
aggregate amount at least equal to $1,000,000 (or a larger multiple of $500,000)
and (z) each such reduction of Commitments shall be applied ratably to the
Commitments of each Class.

            (b) Mandatory Reductions or Terminations of Commitments. Unless
previously terminated, the aggregate amount of the Revolving Credit Commitments
shall terminate on the Revolving Credit Commitment Termination Date. In the
event that the Tranche A Term Loan Commitments are not fully drawn on the
Tranche A Term Loan Commitment Expiration Date, then on such date the full
aggregate amount of the Tranche A Term Loan Commitments shall be terminated. In
the event that the Tranche B Term Loan Commitments are not fully drawn on the
Closing Date as provided in Section 2.01(c) hereof, then on such date the full
aggregate amount of the Tranche B Term Loan Commitments shall be terminated. The
aggregate amount of the Incremental Facility Commitments of any Series shall be
automatically reduced to zero on the date specified at the time the Incremental
Facility Commitments of such Series are established.

            (c) No Reinstatement. The Commitments once terminated or reduced may
not be reinstated.

                                Credit Agreement


                                     - 44 -

            2.05 Commitment Fee. The Borrowers shall pay to the Administrative
Agent for the account of each Revolving Credit Lender a commitment fee on the
daily average unused amount of such Lender's Revolving Credit Commitment (for
which purpose (i) the aggregate amount of any Letter of Credit Liabilities in
respect of Revolving Credit Letters of Credit shall be deemed to be a pro rata
(based on the Revolving Credit Commitments) use of each Lender's Revolving
Credit Commitment and (ii) any Reserved Commitment Amount shall be deemed to be
unused), for the period from and including the date hereof to but not including
the earlier of the date such Revolving Credit Commitment is terminated and the
Revolving Credit Commitment Termination Date, at a rate per annum equal to (x)
5/8 of 1% at any time the then-current Rate Ratio (determined pursuant to
Section 3.03 hereof) is greater than 3.00 to 1 and (y) 1/2 of 1% at any time the
then-current Rate Ratio (so determined) is equal to or less than 3.00 to 1,
provided that for the period from the Closing Date to the day prior to the first
Quarterly Date occurring thereafter, such commitment fee shall be determined
based upon the certificate delivered pursuant to Section 6.01(l) hereof. The
Borrowers shall pay to the Administrative Agent for the account of each
Incremental Facility Lender of any Series a commitment fee in such amounts, and
on such dates, as shall have been agreed to by the Borrowers and such
Incremental Facility Lender upon the establishment of the Incremental Facility
Commitment of such Series to such Lender pursuant to Section 2.01(d) hereof.
Accrued commitment fee shall be payable not later than the third Business Day
following each Quarterly Date and on the earlier of the date the relevant
Commitments are terminated and the Revolving Credit Commitment Termination Date
or the Incremental Facility Commitments of such Series terminate, as the case
may be.

            2.06 Lending Offices. The Loans of each Type made by each Lender
shall be made and maintained at such Lender's Applicable Lending Office for
Loans of such Type.

            2.07 Several Obligations; Remedies Independent. The failure of any
Lender to make any Loan to be made by it on the date specified therefor shall
not relieve any other Lender of its obligation to make its Loan on such date,
but neither any Lender nor the Administrative Agent shall be responsible for the
failure of any other Lender to make a Loan to be made by such other Lender, and
(except as otherwise provided in Section 4.06 hereof) no Lender shall have any
obligation to the Administrative Agent or any other Lender for the failure by
such Lender to make any Loan required to be made by such Lender. Anything in
this Agreement to the contrary notwithstanding, each Lender hereby agrees with
each other Lender that no Lender shall take any action to protect or enforce its
rights arising out of this Agreement (including, without limitation, exercising
any rights of off-set) without first obtaining the prior written consent of the
Administrative Agent or the Majority Lenders, it being the intent of the Lenders
that any such action to protect or enforce rights under this Agreement shall be
taken in concert and at the direction or with the consent of the Administrative
Agent or the Majority Lenders and not individually by a single Lender.

                                Credit Agreement


                                     - 45 -

            2.08 Loan Accounts; Promissory Notes.

            (a) Maintenance of Records by Lenders. Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrowers to such Lender resulting from each Loan made by
such Lender to the Borrowers, including the amounts of principal and interest
payable and paid to such Lender by the Borrowers from time to time hereunder.

            (b) Maintenance of Records by the Administrative Agent. The
Administrative Agent shall maintain accounts in which it shall record (i) the
amount of each Loan made hereunder to the Borrowers, the Class and Type thereof
and the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrowers to each
Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder from the Borrowers for the account of the Lenders and each
Lender's share thereof.

            (c) Effect of Entries. The entries made in the accounts maintained
pursuant to paragraph (a) or (b) of this Section 2.08 shall be prima facie
evidence of the existence and amounts of the obligations recorded therein;
provided that the failure of any Lender or the Administrative Agent to maintain
such accounts or any error therein shall not in any manner affect the obligation
of the Borrowers to repay the Loans in accordance with the terms of this
Agreement.

            (d) Promissory Notes. Any Lender may request that Loans of any Class
made by it to the Borrowers be evidenced by a promissory note. In such event,
the Borrowers shall prepare, execute and deliver to such Lender a promissory
note payable to the order of such Lender (or, if requested by such Lender, to
such Lender and its registered assigns) and in a form approved by the
Administrative Agent. Thereafter, the Loans of the Borrowers evidenced by such
promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 11.06 hereof) be represented by one or more
promissory notes in such form payable to the order of the payee named therein
(or, if such promissory note is a registered note, to such payee and its
registered assigns).

            2.09 Optional Prepayments and Conversions or Continuations of Loans.
Subject to Section 4.04 hereof, the Borrowers shall have the right to prepay
Loans, or to Convert Loans of one Type into Loans of another Type or Continue
Loans of one Type as Loans of the same Type, at any time or from time to time,
provided that:

            (a) the Borrowers shall give the Administrative Agent notice of each
      such prepayment, Conversion or Continuation as provided in Section 4.05
      hereof (and, upon the date specified in any such notice of prepayment, the
      amount to be prepaid shall become due and payable hereunder);

                                Credit Agreement


                                     - 46 -

            (b) Eurodollar Loans may be prepaid or Converted at any time from
      time to time, provided that the Borrowers shall pay any amounts owing
      under Section 5.05 hereof in the event of any such prepayment or
      Conversion on any date other than the last day of an Interest Period for
      such Loans;

            (c) prepayments of any Class of Term Loans or Incremental Facility
      Term Loans shall be applied to the remaining installments of such Loans
      ratably in accordance with the respective principal amounts thereof; and

            (d) any Conversion or Continuation of Eurodollar Loans shall be
      subject to the provisions of Section 2.01(e) hereof.

It shall not be necessary in connection with the prepayment of any Class of Term
Loans or Incremental Facility Term Loans that concurrent prepayments be made of
any other Class of Loans. Notwithstanding the foregoing, and without limiting
the rights and remedies of the Lenders under Section 9 hereof, in the event that
any Event of Default shall have occurred and be continuing, the Administrative
Agent may (and at the request of the Majority Lenders shall) suspend the right
of the Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any
Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the
last day(s) of the respective Interest Periods therefor) or Continued, as the
case may be, as Base Rate Loans.

            Notwithstanding the foregoing, any optional prepayment of Tranche B
Term Loans effected on or prior to the first anniversary of the Closing Date
with the proceeds of a substantially concurrent borrowing of Incremental
Facility Term Loans under this Agreement (or any other class of term loans
permitted under this Agreement pursuant to an amendment hereto), 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 B Term Loans.

            2.10 Mandatory Prepayments and Reductions of Commitments.

            (a) Casualty Events. Upon the date one year following the receipt by
any Borrower or any of its Subsidiaries of the proceeds of insurance,
condemnation award or other compensation in respect of any Casualty Event
affecting any Property of any of the Borrowers or any of their Subsidiaries (or
upon such earlier date as the Borrowers or any such Subsidiary, as the case may
be, shall have determined not to repair or replace the Property affected by such
Casualty Event), the Borrowers shall prepay the Loans (and/or provide cover for
Letter of Credit Liabilities as specified in paragraph (f) below) in an
aggregate amount, if any, equal to 100% of the Net Available Proceeds of such
Casualty Event not theretofore applied (or committed to be applied pursuant to
executed construction contracts or equipment orders) to the repair or
replacement of such Property, such prepayment to be effected in each case in the
manner and to the extent specified in paragraph (e) of this Section 2.10.
Notwithstanding the foregoing, the

                                Credit Agreement


                                     - 47 -

Borrowers shall not be required to make any prepayment (and/or provide cover for
Letter of Credit Liabilities) under this paragraph (a) until the aggregate
amount of the Net Available Proceeds that must be prepaid under this paragraph
(a) exceeds $20,000,000.

            (b) Excess Cash Flow. Not later than the date 150 days after the end
of each fiscal year of the Borrowers (or, if earlier, 30 days after the delivery
of the audited financial statements for such fiscal year pursuant to Section
8.01(b) hereof), commencing with the fiscal year ending on December 31, 2009,
the Borrowers shall prepay the Loans (and/or provide cover for Letter of Credit
Liabilities as specified in paragraph (f) below) in an aggregate amount equal to
the excess of (A) 50% of Excess Cash Flow for such fiscal year over (B) the
aggregate amount of voluntary prepayments of Term Loans and Incremental Facility
Term Loans made during such fiscal year pursuant to Section 2.09 hereof (other
than that portion, if any, of such prepayments applied to installments of the
Term Loans and Incremental Facility Term Loans falling due in such fiscal year),
such prepayment to be effected in each case in the manner and to the extent
specified in paragraph (e) of this Section 2.10, provided that the provisions of
this paragraph (b) shall not be applicable if as at the last day of such fiscal
year the Total Leverage Ratio shall be less than or equal to 4.50 to 1.

            (c) Debt Issuances. Upon any Debt Issuance, the Borrowers shall
prepay the Loans (and/or provide cover for Letter of Credit Liabilities as
specified in paragraph (f) below) in an aggregate amount equal to 100% of the
Net Available Proceeds thereof, such prepayment to be effected in each case in
the manner and to the extent specified in paragraph (e) of this Section 2.10.

            (d) Sale of Assets. Without limiting the obligation of the Borrowers
to obtain the consent of the Majority Lenders pursuant to Section 8.05 hereof to
any Disposition not otherwise permitted hereunder, in the event that the Net
Available Proceeds of any Disposition (herein, the "Current Disposition"), and
of all prior Dispositions after the date hereof (including amounts which were
set aside for reinvestment pursuant to the second paragraph of this Section
2.10(d) but were not in fact so reinvested within one year) as to which a
prepayment has not yet been made under this Section 2.10(d), shall exceed
$30,000,000 then, no later than five Business Days after the occurrence of the
Current Disposition, the Borrowers will deliver to the Administrative Agent
(which shall promptly provide a copy thereof to the Lenders) a statement,
certified by a Senior Officer, in form and detail satisfactory to the
Administrative Agent, of the amount of the Net Available Proceeds of the Current
Disposition and of all such prior Dispositions and will prepay the Loans (and/or
provide cover for Letter of Credit Liabilities as specified in paragraph (f)
below) in an aggregate amount equal to 100% of the Net Available Proceeds of the
Current Disposition and such prior Dispositions, such prepayment to be effected
in each case in the manner and to the extent specified in paragraph (e) of this
Section 2.10.

            Notwithstanding the foregoing, the Borrowers shall not be required
to make a prepayment pursuant to this paragraph (d) with respect to Net
Available Proceeds from any Disposition in the event that the Borrowers advise
the Administrative Agent at the time the Net

                                Credit Agreement


                                     - 48 -

Available Proceeds from such Disposition are received that they intend to
reinvest such Net Available Proceeds in replacement assets pursuant to an
Acquisition permitted under Section 8.05(d)(iv) hereof or otherwise as Capital
Expenditures permitted under Section 8.12 hereof, so long as

            (x) such Net Available Proceeds are either (i) held by (A) the
      Administrative Agent or (B) as permitted under Section 4.01 of the Pledge
      Agreement, a Qualified Intermediary (as defined thereunder), in the
      Collateral Account pending such reinvestment, in which event the
      Administrative Agent (or the Qualified Intermediary, as the case may be)
      need not release such Net Available Proceeds except upon presentation of
      evidence satisfactory to it that such Net Available Proceeds are to be so
      reinvested in compliance with the provisions of this Agreement or (ii)
      applied by the Borrowers to the prepayment of Revolving Credit Loans
      hereunder (in which event the Borrowers agree to advise the Administrative
      Agent in writing at the time of such prepayment of Revolving Credit Loans
      that such prepayment is being made from the proceeds of a Disposition and
      that, as contemplated by Section 2.01(a) hereof, a portion of the
      Revolving Credit Commitments hereunder equal to the amount of such
      prepayment gives rise to a Reserved Commitment Amount that shall be
      available hereunder only for purposes of making an acquisition under
      Section 8.05(d)(iv) hereof or making of Capital Expenditures permitted
      under Section 8.12 hereof),

            (y) the Net Available Proceeds from any Disposition are in fact so
      reinvested within one year of such Disposition (it being understood that,
      in the event Net Available Proceeds from more than one Disposition are
      paid into the Collateral Account or applied to the prepayment of Revolving
      Credit Loans as provided in clause (x) above, such Net Available Proceeds
      shall be deemed to be released (or, as the case may be, Revolving Credit
      Loans utilizing the Reserved Commitment Amount shall be deemed to be made)
      in the same order in which such Dispositions occurred and, accordingly,
      (A) any such Net Available Proceeds so held for more than one year shall
      be forthwith applied to the prepayment of Loans as provided above and (B)
      any Reserved Commitment Amount that remains so unutilized for more than
      one year shall, subject to the satisfaction of the conditions precedent to
      such borrowing in Section 6.02 hereof, be utilized through the borrowing
      by the Borrowers of Revolving Credit Loans the proceeds of which shall be
      applied to the prepayment of Loans as provided in paragraph (e) of this
      Section 2.10) and

            (z) the aggregate amount of Net Available Proceeds (together with
      investment earnings thereon) so held at any time by the Administrative
      Agent (or the Qualified Intermediary) pending reinvestment as contemplated
      by this sentence, together with the aggregate amount of the Reserved
      Commitment Amount, shall not at any time exceed $100,000,000 or such
      greater amount as the Majority Lenders may otherwise agree.

As contemplated by Section 4.01 of the Pledge Agreement, nothing in this
paragraph (d) shall be deemed to obligate the Administrative Agent to release
any of such proceeds from the Collateral

                                Credit Agreement


                                     - 49 -

Account to the Borrowers for purposes of reinvestment as aforesaid upon the
occurrence and during the continuance of any Event of Default.

            (e) Application. Prepayments and reductions of Commitments described
above in this Section 2.10 shall be applied, first, to the Term Loans and
Incremental Facility Term Loans of each Class then outstanding ratably in
accordance with the respective principal amounts of such Loans outstanding at
the time, second, following the prepayment in full of such Loans, to the
Revolving Credit Loans and the Incremental Facility Revolving Credit Loans,
without reduction of the Revolving Credit Commitments or the Incremental
Facility Revolving Credit Commitments and, third, to cover for outstanding
Letter of Credit Liabilities as provided in paragraph (f) below, ratably to
Letter of Credit Liabilities under the Revolving Credit Commitments and
Incremental Facility Revolving Credit Commitments of each Series.

            (f) Cover for Letter of Credit Liabilities. In the event that the
Borrowers shall be required pursuant to this Section 2.10, to provide cover for
Letter of Credit Liabilities, the Borrowers shall effect the same by paying to
the Administrative Agent immediately available funds in an amount equal to the
required amount, which funds shall be retained by the Administrative Agent in
the Collateral Account (as collateral security in the first instance for the
Letter of Credit Liabilities) until such time as the Letters of Credit shall
have been terminated and all of the Letter of Credit Liabilities paid in full.

            (g) Change in Commitments. If at any time either (i) the aggregate
outstanding amount of Revolving Credit Loans and Letter of Credit Liabilities in
respect of Revolving Credit Letters of Credit exceeds the aggregate amount of
the Revolving Credit Commitments then in effect, or (ii) the aggregate
outstanding amount of Incremental Facility Revolving Credit Loans of any Series
and the Letter of Credit Liabilities in respect of Incremental Facility Letters
of Credit of such Series exceeds the aggregate amount of the Incremental
Facility Revolving Credit Commitments of such Series, then and in either such
event the Borrowers shall prepay such Loans (and/or provide cover for such
Letter of Credit Liabilities as specified in paragraph (f) above) in such
amounts as shall be necessary so that after giving effect to such prepayment
(and cover), the aggregate outstanding amount of such Loans and such Letter of
Credit Liabilities does not exceed the aggregate amount of such Commitments,
provided that any such prepayment shall be accompanied by any amounts payable
under Section 5.05 hereof.

            Section 3. Payments of Principal and Interest.

            3.01 Repayment of Loans.

            (a) Revolving Credit Loans. The Borrowers hereby jointly and
severally promise to pay to the Administrative Agent for the account of each
Lender the entire outstanding principal amount of such Lender's Revolving Credit
Loans, and each Revolving Credit Loan shall mature, on the Revolving Credit
Commitment Termination Date.

                                Credit Agreement


                                     - 50 -

            (b) Tranche A Term Loans. The Borrowers hereby jointly and severally
promise to pay to the Administrative Agent for the account of the Tranche A Term
Loan Lenders the principal of the Tranche A Term Loans on each Principal Payment
Date set forth in column (A) below, by an amount equal to the percentage of the
Tranche A Closing Balance (as defined below) set forth in column (B) below of
the aggregate principal amount of the Tranche A Term Loans:



         (A)                                                           (B)
Principal Payment Date                                        Percentage Reduction
- ----------------------                                        --------------------
                                                           
March 31, 2008                                                        2.50%
June 30, 2008                                                         2.50%
September 30, 2008                                                    2.50%
December 31, 2008                                                     2.50%

March 31, 2009                                                        3.00%
June 30, 2009                                                         3.00%
September 30, 2009                                                    3.00%
December 31, 2009                                                     3.00%

March 31, 2010                                                        6.25%
June 30, 2010                                                         6.25%
September 30, 2010                                                    6.25%
December 31, 2010                                                     6.25%

March 31, 2011                                                        6.50%
June 30, 2011                                                         6.50%
September 30, 2011                                                    6.50%
December 31, 2011                                                     6.50%

March 31, 2012                                                        9.00%
June 30, 2012                                                         9.00%
September 30, 2012                                                    9.00%


            For purposes hereof, the "Tranche A Closing Balance" shall mean the
aggregate principal amount of the Tranche A Term Loans outstanding hereunder on
the close of business on the Tranche A Term Loan Commitment Expiration Date.

            (c) Tranche B Term Loans. The Borrowers hereby jointly and severally
promise to pay to the Administrative Agent for the account of the Tranche B Term
Loan Lenders the principal of the Tranche B Term Loans on each Principal Payment
Date set forth in column (A) below, by an amount equal to the percentage of the
Tranche B Closing Balance (as

                                Credit Agreement


                                     - 51 -

defined below) set forth in column (B) below of the aggregate principal amount
of the Tranche B Term Loans:



         (A)                                                            (B)
Principal Payment Date                                        Percentage Reduction
- ----------------------                                        --------------------
                                                           
March 31, 2005                                                        0.25%
June 30, 2005                                                         0.25%
September 30, 2005                                                    0.25%
December 31, 2005                                                     0.25%

March 31, 2006                                                        0.25%
June 30, 2006                                                         0.25%
September 30, 2006                                                    0.25%
December 31, 2006                                                     0.25%

March 31, 2007                                                        0.25%
June 30, 2007                                                         0.25%
September 30, 2007                                                    0.25%
December 31, 2007                                                     0.25%

March 31, 2008                                                        0.25%
June 30, 2008                                                         0.25%
September 30, 2008                                                    0.25%
December 31, 2008                                                     0.25%

March 31, 2009                                                        0.25%
June 30, 2009                                                         0.25%
September 30, 2009                                                    0.25%
December 31, 2009                                                     0.25%

March 31, 2010                                                        0.25%
June 30, 2010                                                         0.25%
September 30, 2010                                                    0.25%
December 31, 2010                                                     0.25%

March 31, 2011                                                        0.25%
June 30, 2011                                                         0.25%
September 30, 2011                                                    0.25%
December 31, 2011                                                     0.25%


                                Credit Agreement


                                     - 52 -


                                                                 
March 31, 2012                                                        0.25%
June 30, 2012                                                         0.25%
September 30, 2012                                                    0.25%
December 31, 2012                                                     0.25%

March 31, 2013                                                       92.00%


            For purposes hereof, the "Tranche B Closing Balance" shall mean the
aggregate principal amount of the Tranche B Term Loans outstanding hereunder on
the close of business on the Closing Date.

            (d) Incremental Facility Revolving Credit Loans. The Borrowers
hereby jointly and severally promise to pay to the Administrative Agent for the
account of each Lender the entire outstanding principal amount of such Lender's
Incremental Facility Revolving Credit Loans of any Series, and each Incremental
Facility Revolving Credit Loan of such Series shall mature, on the commitment
termination date for such Series specified pursuant to Section 2.01(d) hereof at
the time the respective Incremental Facility Revolving Credit Commitments of
such Series are established.

            (e) Incremental Facility Term Loans. The Borrowers hereby jointly
and severally promise to pay to the Administrative Agent for the account of the
Incremental Facility Term Lenders of any Series the principal of the Incremental
Facility Term Loans of such Series on the respective Principal Payment Dates
agreed upon between the Borrowers and such Incremental Facility Term Lenders
pursuant to Section 2.01(d) hereof at the time such Lenders become obligated to
make such Incremental Facility Term Loans hereunder.

            3.02 Interest. The Borrowers hereby jointly and severally promise to
pay to the Administrative Agent for the account of each Lender interest on the
unpaid principal amount of each Loan made by such Lender for the period from and
including the date of such Loan to but excluding the date such Loan shall be
paid in full, at the following rates per annum:

            (a) during such periods as such Loan is a Base Rate Loan, the Base
      Rate (as in effect from time to time) plus the Applicable Margin and

            (b) during such periods as such Loan is a Eurodollar Loan, for each
      Interest Period relating thereto, the Eurodollar Rate for such Loan for
      such Interest Period plus the Applicable Margin.

Notwithstanding the foregoing, the Borrowers jointly and severally promise to
pay to the Administrative Agent for the account of each Lender interest at the
applicable Post-Default Rate on any principal of any Loan made by such Lender,
on any Reimbursement Obligation held by such Lender and on any other amount
payable by the Borrowers hereunder to or for the account of such Lender, that
shall not be paid in full when due (whether at stated maturity, by

                                Credit Agreement


                                     - 53 -

acceleration, by mandatory prepayment or otherwise), for the period from and
including the due date thereof to but excluding the date the same is paid in
full. Accrued interest on each Loan shall be payable (i) in the case of a Base
Rate Loan, quarterly not later than the third Business Day following the
Quarterly Dates, (ii) in the case of a Eurodollar Loan, on the last day of each
Interest Period therefor and, if such Interest Period is longer than three
months, at three-month intervals following the first day of such Interest
Period, (iii) in the case of any Eurodollar Loan, upon the payment, prepayment
or Conversion thereof (but only on the principal amount so paid, prepaid or
Converted) and (iv) in the case of all Loans, upon the payment or prepayment in
full of the principal of the Loans, and the termination of the Commitments,
hereunder, except that interest payable at the Post-Default Rate shall be
payable from time to time on demand. Promptly after the determination of any
interest rate provided for herein or any change therein, the Administrative
Agent shall give notice thereof to the Lenders to which such interest is payable
and to the Borrowers.

            3.03 Determination of Applicable Margin.

            (a) Determinations Generally. The Applicable Margin for the period
from the Closing Date to the day prior to the Quarterly Date falling on or
nearest to December 31, 2004 shall be determined as provided in the definition
of "Applicable Margin." Thereafter, the Applicable Margin for each Quarterly
Payment Period shall be determined based upon a Rate Ratio Certificate for such
Quarterly Payment Period delivered by the Borrowers to the Administrative Agent
under this Section 3.03. If the Rate Ratio Certificate for any Quarterly Payment
Period is delivered to the Administrative Agent (which shall promptly provide a
copy thereof to the Lenders) three or more days prior to the first day of such
Quarterly Payment Period, any adjustment in the Applicable Margin required to be
made, as shown in such Rate Ratio Certificate, shall be effective on the first
day of such Quarterly Payment Period.

            (b) Effectiveness of Adjustments. If the Rate Ratio Certificate for
any Quarterly Payment Period is delivered by the Borrowers to the Administrative
Agent later than three days prior to the commencement of such Quarterly Payment
Period, then (i) any decrease in the Applicable Margin for such Quarterly
Payment Period shall not become effective on the first day of such Quarterly
Payment Period but shall instead become effective on the third day following
receipt by the Administrative Agent of such Rate Ratio Certificate and (ii) any
increase in the Applicable Margin for such Quarterly Payment Period shall become
effective retroactively from the first day of such Quarterly Payment Period.

            (c) Retroactive Adjustments. If it shall be determined at any time,
on the basis of a certificate of a Senior Officer delivered pursuant to the last
sentence of Section 8.01 hereof, that the Applicable Margin then in effect for
the current Quarterly Payment Period, or any previous Quarterly Payment Period,
is or was incorrect, and that a correction would have the effect of increasing
the Applicable Margin, then the Applicable Margin shall be so increased (solely
with respect to such Quarterly Payment Period or Periods), effective
retroactively from the first day of such Quarterly Payment Period, provided that
in the event such certificate for any

                                Credit Agreement


                                     - 54 -

fiscal quarter is not delivered pursuant to said Section 8.01 within 60 days of
the end of such fiscal quarter, then, unless the Borrowers shall deliver such
certificate within 10 days after notice of such non-delivery shall be given by
any Lender or the Administrative Agent to the Borrowers, the Applicable Margin
for such Quarterly Payment Period shall be deemed to be the highest Applicable
Margin provided for in the definition of such term in Section 1.01 hereof.

            (d) Recalculation of Interest. In the event of any retroactive
increase in the Applicable Margin for any Quarterly Payment Period pursuant to
paragraph (a), (b) or (c) above, the amount of interest in respect of any Loan
outstanding during all or any portion of such Quarterly Payment Period shall be
recalculated using the Applicable Margin as so increased. On the Business Day
immediately following receipt by the Borrowers of notice from the Administrative
Agent of such increase, the Borrowers shall pay to the Administrative Agent, for
the account of the Lenders, an amount equal to the difference between (i) the
amount of interest previously paid or payable by the Borrowers in respect of
such Loan for such Quarterly Payment Period and (ii) the amount of interest in
respect of such Loan as so recalculated for such Quarterly Payment Period.

            Section 4. Payments; Pro Rata Treatment; Computations; Etc.

            4.01 Payments.

            (a) Payments by the Borrowers. Except to the extent otherwise
provided herein, all payments of principal, interest, Reimbursement Obligations
and other amounts to be made by the Borrowers under this Agreement, and except
to the extent otherwise provided therein, all payments to be made by the
Borrowers under any other Loan Document shall be made in Dollars, in immediately
available funds, without deduction, set-off or counterclaim, to the
Administrative Agent at an account designated by the Administrative Agent to the
Borrowers, not later than 1:00 p.m. New York time on the date on which such
payment shall become due (each such payment made after such time on such due
date to be deemed to have been made on the next succeeding Business Day).

            (b) Debit for Payment. Any Lender for whose account any such payment
is to be made may (but shall not be obligated to) debit the amount of any such
payment that is not made by such time to any ordinary deposit account of the
Borrowers with such Lender (with notice to the Borrowers and the Administrative
Agent), provided that such Lender's failure to give such notice shall not affect
the validity thereof.

            (c) Application of Payments. The Borrowers shall, at the time of
making each payment under this Agreement for the account of any Lender, specify
to the Administrative Agent (which shall so notify the intended recipient(s)
thereof) the Loans, Reimbursement Obligations or other amounts payable by the
Borrowers hereunder to which such payment is to be applied (and in the event
that the Borrowers fail to so specify, or if an Event of Default has occurred
and is continuing, the Administrative Agent may distribute such payment to the

                                Credit Agreement


                                     - 55 -

Lenders for application in such manner as it or the Majority Lenders, subject to
Section 4.02 hereof, may determine to be appropriate).

            (d) Forwarding of Payments by Administrative Agent. Except to the
extent otherwise provided in the last sentence of Section 2.03(e) hereof, each
payment received by the Administrative Agent under this Agreement for the
account of any Lender shall be paid by the Administrative Agent promptly to such
Lender, in immediately available funds, for the account of such Lender's
Applicable Lending Office for the Loan or other obligation in respect of which
such payment is made.

            (e) Extensions to Next Business Day. If the due date of any payment
under this Agreement would otherwise fall on a day that is not a Business Day,
such date shall be extended to the next succeeding Business Day, and interest
shall be payable for any principal so extended for the period of such extension.

            4.02 Pro Rata Treatment. Except to the extent otherwise provided
herein:

            (a) each borrowing of Loans of a particular Class (including of a
      particular Series of Incremental Facility Loans) from the Lenders under
      Section 2.01 hereof shall be made from the relevant Lenders, each payment
      of commitment fee under Section 2.05 hereof in respect of Commitments of a
      particular Class shall be made for the account of the relevant Lenders,
      and each termination or reduction of the amount of the Commitments of a
      particular Class under Section 2.04 hereof shall be applied to the
      respective Commitments of such Class of the relevant Lenders, pro rata
      according to the amounts of their respective Commitments of such Class;

            (b) except as otherwise provided in Section 5.04 hereof, Eurodollar
      Loans of any Class (including of a particular Series of Incremental
      Facility Loans) having the same Interest Period shall be allocated pro
      rata among the relevant Lenders according to the amounts of their
      respective Revolving Credit, Tranche A Term Loan, Tranche B Term Loan and
      Incremental Facility Loan Commitments of the relevant Series (in the case
      of the making of Loans) or their respective Revolving Credit, Term and
      Incremental Facility Loans of the relevant Series (in the case of
      Conversions and Continuations of Loans);

            (c) each payment or prepayment of principal of Revolving Credit
      Loans, Tranche A Term Loans, Tranche B Term Loans and Incremental Facility
      Loans by the Borrowers shall be made for the account of the relevant
      Lenders pro rata in accordance with the respective unpaid principal
      amounts of the Loans of such Class held by them; and

            (d) each payment of interest on Revolving Credit Loans, Tranche A
      Term Loans, Tranche B Term Loans and Incremental Facility Loans by the
      Borrowers shall be

                                Credit Agreement


                                     - 56 -

      made for the account of the relevant Lenders pro rata in accordance with
      the amounts of interest on such Loans then due and payable to the
      respective Lenders.

            4.03 Computations. Interest on Eurodollar Loans shall be computed on
the basis of a year of 360 days and actual days elapsed (including the first day
but excluding the last day) occurring in the period for which payable and
interest on Base Rate Loans and Reimbursement Obligations, commitment fee and
letter of credit fees shall be computed on the basis of a year of 365 or 366
days, as the case may be, and actual days elapsed (including the first day but,
except as otherwise provided in Section 2.03(g) hereof, excluding the last day)
occurring in the period for which payable. Notwithstanding the foregoing, for
each day that the Base Rate is calculated by reference to the Federal Funds
Rate, interest on Base Rate Loans shall be computed on the basis of a year of
360 days and actual days elapsed.

            4.04 Minimum Amounts. Except for mandatory prepayments made pursuant
to Section 2.10 hereof and Conversions or prepayments made pursuant to Section
5.04 hereof, each borrowing, Conversion and partial prepayment of principal of
Base Rate Loans (other than mandatory prepayments of Term Loans or Incremental
Facility Term Loans, as to which the provisions of Section 2.10 hereof shall
apply) shall be in an aggregate amount at least equal to $1,000,000 or a larger
multiple of $500,000 and each borrowing, Conversion and partial prepayment of
Eurodollar Loans (other than prepayments of Term Loans, as to which the
provisions of Section 2.09(c) hereof shall apply) shall be in an aggregate
amount at least equal to $3,000,000 or a larger multiple of $1,000,000
(borrowings, Conversions or prepayments of or into Loans of different Types or,
in the case of Eurodollar Loans, having different Interest Periods at the same
time hereunder to be deemed separate borrowings, Conversions and prepayments for
purposes of the foregoing, one for each Type or Interest Period). If any
Eurodollar Loans would otherwise be in a lesser principal amount for any period,
such Loans shall be Base Rate Loans during such period.

            4.05 Certain Notices. Notices by the Borrowers to the Administrative
Agent of terminations or reductions of the Commitments, of borrowings,
Conversions, Continuations and optional prepayments of Loans and of Classes of
Loans, of Types of Loans and of the duration of Interest Periods shall be
irrevocable and shall be effective only if received by the Administrative Agent
not later than (a) with respect to same day borrowings or prepayments of Base
Rate Loans, 11:00 a.m. New York time on the date of the relevant borrowing or
prepayment and (b) with respect to borrowings other than same-day Base Rate
Loans or prepayments of Loans other than Base Rate Loans, 1:00 p.m. New York
time on the number of Business Days prior to the date of the relevant
termination, reduction, borrowing, Conversion, Continuation or prepayment or the
first day of such Interest Period specified below:

                                Credit Agreement


                                     - 57 -



                                                                  Number of
                                                                   Business
         Notice                                                   Days Prior
         ------                                                   ----------
                                                               
Termination or reduction
of Commitments                                                         3

Borrowing of same day Base
Rate Loans and prepayment of
Base Rate Loans                                                    same day

Borrowing of non-same day
Base Rate Loans                                                        1

Conversions into Base Rate Loans                                       1

Borrowing or prepayment of,
Conversions into, Continuations
as, or duration of Interest
Period for, Eurodollar Loans                                           3


Each such notice of termination or reduction shall specify the amount and the
Class of the Commitments to be terminated or reduced. Each such notice of
borrowing, Conversion, Continuation or optional prepayment shall specify the
Class of Loans (including, if applicable, the particular Series of Incremental
Facility Loans) to be borrowed, Converted, Continued or prepaid and the amount
(subject to Section 4.04 hereof) and Type of each Loan to be borrowed,
Converted, Continued or prepaid and the date of borrowing, Conversion,
Continuation or optional prepayment (which shall be a Business Day). Each such
notice of the duration of an Interest Period shall specify the Loans to which
such Interest Period is to relate.

            The Administrative Agent shall promptly notify the Lenders of the
contents of each such notice. In the event that the Borrowers fail to select the
Type of Loan, or the duration of any Interest Period for any Eurodollar Loan,
within the time period and otherwise as provided in this Section 4.05, such Loan
(if outstanding as a Eurodollar Loan) will be automatically Converted into a
Base Rate Loan on the last day of the then current Interest Period for such Loan
or (if outstanding as a Base Rate Loan) will remain as, or (if not then
outstanding) will be made as, a Base Rate Loan.

            4.06 Non-Receipt of Funds by the Administrative Agent. Unless the
Administrative Agent shall have been notified by a Lender or the Borrowers (the
"Payor") prior to the date on which the Payor is to make payment to the
Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be
made by such Lender hereunder or (in the case of the Borrowers) a payment to the
Administrative Agent for the account of one or more of the Lenders

                                Credit Agreement


                                     - 58 -

hereunder (such payment being herein called the "Required Payment"), which
notice shall be effective upon receipt, that the Payor does not intend to make
the Required Payment to the Administrative Agent, the Administrative Agent may
assume that the Required Payment has been made and may, in reliance upon such
assumption (but shall not be required to), make the amount thereof available to
the intended recipient(s) on such date; and, if the Payor has not in fact made
the Required Payment to the Administrative Agent, the recipient(s) of such
payment shall, on demand, repay to the Administrative Agent the amount so made
available together with interest thereon in respect of each day during the
period commencing on the date (the "Advance Date") such amount was so made
available by the Administrative Agent until the date the Administrative Agent
recovers such amount at a rate per annum equal to the Federal Funds Rate for
such day and, if such recipient(s) shall fail promptly to make such payment, the
Administrative Agent shall be entitled to recover such amount, on demand, from
the Payor, together with interest as aforesaid, provided that if neither the
recipient(s) nor the Payor shall return the Required Payment to the
Administrative Agent within three Business Days of the Advance Date, then,
retroactively to the Advance Date, the Payor and the recipient(s) shall each be
obligated to pay interest on the Required Payment as follows:

            (i) if the Required Payment shall represent a payment to be made by
      the Borrowers to the Lenders, the Borrowers and the recipient(s) shall
      each be obligated retroactively to the Advance Date to pay interest in
      respect of the Required Payment at the Post-Default Rate (without
      duplication of the obligation of the Borrowers under Section 3.02 hereof
      to pay interest on the Required Payment at the Post-Default Rate), it
      being understood that the return by the recipient(s) of the Required
      Payment to the Administrative Agent shall not limit such obligation of the
      Borrowers under said Section 3.02 to pay interest at the Post-Default Rate
      in respect of the Required Payment and

            (ii) if the Required Payment shall represent proceeds of a Loan to
      be made by the Lenders to the Borrowers, the Payor and the Borrowers shall
      each be obligated retroactively to the Advance Date to pay interest in
      respect of the Required Payment pursuant to whichever of the rates
      specified in Section 3.02 hereof is applicable to the Type of such Loan,
      it being understood that the return by the Borrowers of the Required
      Payment to the Administrative Agent shall not limit any claim the
      Borrowers may have against the Payor in respect of such Required Payment.

            4.07 Sharing of Payments, Etc.

            (a) Right of Set-off. Each Borrower agrees that, in addition to (and
without limitation of) any right of set-off, banker's lien or counterclaim a
Lender may otherwise have, each Lender shall be entitled, at its option (to the
fullest extent permitted by law), to set off and apply any deposit (general or
special, time or demand, provisional or final), or other indebtedness, held by
it for the credit or account of such Borrower at any of its offices, in Dollars
or in any other currency, against any principal of or interest on any of such
Lender's Loans,

                                Credit Agreement


                                     - 59 -

Reimbursement Obligations or any other amount payable to such Lender hereunder,
that is not paid when due (regardless of whether such deposit or other
indebtedness are then due to such Borrower), in which case it shall promptly
notify such Borrower and the Administrative Agent thereof, provided that such
Lender's failure to give such notice shall not affect the validity thereof.

            (b) Sharing. If any Lender shall obtain from any Borrower payment of
any principal of or interest on any Loan or Letter of Credit Liability of any
Class owing to it or payment of any other amount under this Agreement or any
other Loan Document through the exercise of any right of set-off, banker's lien
or counterclaim or similar right or otherwise (other than from the
Administrative Agent as provided herein), and, as a result of such payment, such
Lender shall have received a greater percentage of the principal of or interest
on the Loans or Letter of Credit Liabilities of any Class or such other amounts
then due hereunder or thereunder by such Borrower to such Lender than the
percentage received by any other Lender, it shall promptly purchase from such
other Lenders participations in (or, if and to the extent specified by such
Lender, direct interests in) the Loans or Letter of Credit Liabilities of any
Class or such other amounts, respectively, owing to such other Lenders (or in
interest due thereon, as the case may be) in such amounts, and make such other
adjustments from time to time as shall be equitable, to the end that all the
Lenders shall share the benefit of such excess payment (net of any expenses that
may be incurred by such Lender in obtaining or preserving such excess payment)
pro rata in accordance with the unpaid principal of and/or interest on the Loans
or Letter of Credit Liabilities of any Class or such other amounts,
respectively, owing to each of the Lenders. To such end all the Lenders shall
make appropriate adjustments among themselves (by the resale of participations
sold or otherwise) if such payment is rescinded or must otherwise be restored.

            (c) Consent by the Borrowers. Each Borrower agrees that any Lender
so purchasing such a participation (or direct interest) may exercise all rights
of set-off, banker's lien, counterclaim or similar rights with respect to such
participation as fully as if such Lender were a direct holder of Loans or other
amounts (as the case may be) owing to such Lender in the amount of such
participation.

            (d) Rights of Lenders; Bankruptcy. Nothing contained herein shall
require any Lender to exercise any such right or shall affect the right of any
Lender to exercise, and retain the benefits of exercising, any such right with
respect to any other indebtedness or obligation of the Borrowers. If, under any
applicable bankruptcy, insolvency or other similar law, any Lender receives a
secured claim in lieu of a set-off to which this Section 4.07 applies, such
Lender shall, to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights of the Lenders entitled
under this Section 4.07 to share in the benefits of any recovery on such secured
claim.

                                Credit Agreement


                                     - 60 -

            Section 5. Yield Protection, Etc.

            5.01 Additional Costs.

            (a) Costs of Making or Maintaining Eurodollar Loans. The Borrowers
shall pay directly to each Lender from time to time such amounts as such Lender
may determine to be necessary to compensate such Lender for any costs that such
Lender determines are attributable to its making or maintaining of any
Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or
any reduction in any amount receivable by such Lender hereunder in respect of
any of such Loans or such obligation (such increases in costs and reductions in
amounts receivable being herein called "Additional Costs"), resulting from any
Regulatory Change that:

            (i) shall subject any Lender (or its Applicable Lending Office for
      any of such Loans) to any tax, duty or other charge in respect of such
      Loans or changes the basis of taxation of any amounts payable to such
      Lender under this Agreement in respect of any of such Loans (excluding
      changes in the rate of tax on the overall net income of such Lender or of
      such Applicable Lending Office by the jurisdiction in which such Lender
      has its principal office or such Applicable Lending Office); or

            (ii) imposes or modifies any reserve, special deposit or similar
      requirements (other than the Reserve Requirement utilized in the
      determination of the Eurodollar Rate for such Loan) relating to any
      extensions of credit or other assets of, or any deposits with or other
      liabilities of, such Lender (including, without limitation, any of such
      Loans or any deposits referred to in the definition of "Eurodollar Base
      Rate" in Section 1.01 hereof), or any commitment of such Lender
      (including, without limitation, the Commitments of such Lender hereunder);
      or

            (iii) imposes any other condition affecting this Agreement (or any
      of such extensions of credit or liabilities) or its Commitments.

If any Lender requests compensation from the Borrowers under this Section
5.01(a), the Borrowers may, by notice to such Lender (with a copy to the
Administrative Agent), suspend the obligation of such Lender thereafter to make
or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar
Loans, until the Regulatory Change giving rise to such request ceases to be in
effect (in which case the provisions of Section 5.04 hereof shall be
applicable), provided that such suspension shall not affect the right of such
Lender to receive the compensation so requested.

            (b) Capital Costs. Without limiting the effect of the foregoing
provisions of this Section 5.01 (but without duplication), the Borrowers shall
pay directly to each Lender from time to time on request such amounts as such
Lender may determine to be necessary to compensate such Lender (or, without
duplication, the bank holding company of which such Lender is a subsidiary) for
any costs that it determines are attributable to the maintenance by

                                Credit Agreement


                                     - 61 -

such Lender (or any Applicable Lending Office or such bank holding company),
pursuant to any law or regulation or any interpretation, directive or request
(whether or not having the force of law and whether or not failure to comply
therewith would be unlawful) of any court or governmental or monetary authority
(i) following any Regulatory Change or (ii) implementing any risk-based capital
guideline or other requirement (whether or not having the force of law and
whether or not the failure to comply therewith would be unlawful) hereafter
issued by any government or governmental or supervisory authority implementing
at the national level the Basle Accord, of capital in respect of its Commitments
or Loans (such compensation to include, without limitation, an amount equal to
any reduction of the rate of return on assets or equity of such Lender (or any
Applicable Lending Office or such bank holding company) to a level below that
which such Lender (or any Applicable Lending Office or such bank holding
company) could have achieved but for such law, regulation, interpretation,
directive or request).

            (c) Notification and Certification. Each Lender shall notify the
Borrowers of any event occurring after the date hereof entitling such Lender to
compensation under paragraph (a) or (b) of this Section 5.01 as promptly as
practicable, but in any event within 45 days, after such Lender obtains actual
knowledge thereof; provided that (i) if any Lender fails to give such notice
within 45 days after it obtains actual knowledge of such an event, such Lender
shall, with respect to compensation payable pursuant to this Section 5.01 in
respect of any costs resulting from such event, only be entitled to payment
under this Section 5.01 for costs incurred from and after the date 45 days prior
to the date that such Lender does give such notice and (ii) each Lender will
designate a different Applicable Lending Office for the Loans of such Lender
affected by such event if such designation will avoid the need for, or reduce
the amount of, such compensation and will not, in the sole opinion of such
Lender, be disadvantageous to such Lender, except that such Lender shall have no
obligation to designate an Applicable Lending Office located in the United
States of America. Each Lender will furnish to the Borrowers a certificate
setting forth the basis and amount of each request by such Lender for
compensation under paragraph (a) or (b) of this Section 5.01. Determinations and
allocations by any Lender for purposes of this Section 5.01 of the effect of any
Regulatory Change pursuant to paragraph (a) of this Section 5.01, or of the
effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on
its costs or rate of return of maintaining Loans or its obligation to make
Loans, or on amounts receivable by it in respect of Loans, and of the amounts
required to compensate such Lender under this Section 5.01, shall be conclusive,
provided that such determinations and allocations are made on a reasonable
basis.

            5.02 Limitation on Types of Loans. Anything herein to the contrary
notwithstanding, if, on or prior to the determination of any Eurodollar Base
Rate for any Interest Period:

            (a) the Administrative Agent determines, which determination shall
      be conclusive, that quotations of interest rates for the relevant deposits
      referred to in the definition of "Eurodollar Base Rate" in Section 1.01
      hereof are not being provided in the

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                                     - 62 -

      relevant amounts or for the relevant maturities for purposes of
      determining rates of interest for Eurodollar Loans as provided herein; or

            (b) if the related Loans are of a particular Class, the Majority
      Lenders of such Class determine, which determination shall be conclusive,
      and notify the Administrative Agent that the relevant rates of interest
      referred to in the definition of "Eurodollar Base Rate" in Section 1.01
      hereof upon the basis of which the rate of interest for Eurodollar Loans
      for such Interest Period is to be determined are not likely adequately to
      cover the cost to such Lenders of making or maintaining Eurodollar Loans
      for such Interest Period;

then the Administrative Agent shall give the Borrowers and each Lender prompt
notice thereof and, so long as such condition remains in effect, the Lenders
shall be under no obligation to make additional Eurodollar Loans, to Continue
Eurodollar Loans or to Convert Base Rate Loans into Eurodollar Loans, and the
Borrowers shall, on the last day(s) of the then current Interest Period(s) for
the outstanding Eurodollar Loans, either prepay such Loans or Convert such Loans
into Base Rate Loans in accordance with Section 2.09 hereof.

            5.03 Illegality. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to honor its obligation to make or maintain Eurodollar
Loans hereunder (and, in the sole opinion of such Lender, the designation of a
different Applicable Lending Office would either not avoid such unlawfulness or
would be disadvantageous to such Lender), then such Lender shall promptly notify
the Borrowers thereof (with a copy to the Administrative Agent) and such
Lender's obligation to make or Continue, or to Convert Loans of any other Type
into, Eurodollar Loans shall be suspended until such time as such Lender may
again make and maintain Eurodollar Loans (in which case the provisions of
Section 5.04 hereof shall be applicable).

            5.04 Treatment of Affected Loans. If the obligation of any Lender to
make Eurodollar Loans of any Class or to Continue, or to Convert Base Rate Loans
into, Eurodollar Loans of any Class shall be suspended pursuant to Section 5.01
or 5.03 hereof, such Lender's Eurodollar Loans of such Class shall be
automatically Converted into Base Rate Loans of such Class on the last day(s) of
the then current Interest Period(s) for Eurodollar Loans (or, in the case of a
Conversion resulting from a circumstance described in Section 5.03 hereof, on
such earlier date as such Lender may specify to the Borrowers with a copy to the
Administrative Agent) and, unless and until such Lender gives notice as provided
below that the circumstances specified in Section 5.01 or 5.03 hereof that gave
rise to such Conversion no longer exist:

            (a) to the extent that such Lender's Eurodollar Loans of such Class
      have been so Converted, all payments and prepayments of principal that
      would otherwise be applied to such Lender's Eurodollar Loans of such Class
      shall be applied instead to its Base Rate Loans of such Class; and

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                                     - 63 -

            (b) all Loans of such Class that would otherwise be made or
      Continued by such Lender as Eurodollar Loans shall be made or Continued
      instead as Base Rate Loans, and all Base Rate Loans of such Class of such
      Lender that would otherwise be Converted into Eurodollar Loans shall
      remain as Base Rate Loans.

If such Lender gives notice to the Borrowers with a copy to the Administrative
Agent that the circumstances specified in Section 5.01 or 5.03 hereof that gave
rise to the Conversion of such Lender's Eurodollar Loans pursuant to this
Section 5.04 no longer exist (which such Lender agrees to do promptly upon such
circumstances ceasing to exist) at a time when Eurodollar Loans of the same
Class made by other Lenders are outstanding, such Lender's Base Rate Loans of
such Class shall be automatically Converted, on the first day(s) of the next
succeeding Interest Period(s) for such outstanding Eurodollar Loans, to the
extent necessary so that, after giving effect thereto, all Base Rate and
Eurodollar Loans of such Class are allocated among the Lenders ratably (as to
principal amounts, Types and Interest Periods) in accordance with their
respective Commitments of such Class.

            5.05 Compensation. The Borrowers shall pay to the Administrative
Agent for the account of each Lender, upon the request of such Lender through
the Administrative Agent, such amount or amounts as shall be sufficient (in the
reasonable opinion of such Lender) to compensate it for any loss, cost or
expense that such Lender determines is attributable to:

            (a) any payment, mandatory or optional prepayment or Conversion of a
      Eurodollar Loan made by such Lender for any reason (including, without
      limitation, the acceleration of the Loans pursuant to Section 9 hereof) on
      a date other than the last day of the Interest Period for such Loan; or

            (b) any failure by the Borrowers for any reason (including, without
      limitation, the failure of any of the conditions precedent specified in
      Section 6 hereof to be satisfied) to borrow a Eurodollar Loan from such
      Lender on the date for such borrowing specified in the relevant notice of
      borrowing given pursuant to Section 2.02 hereof.

Without limiting the effect of the preceding sentence, such compensation shall
include an amount equal to the excess, if any, of (i) the amount of interest
that otherwise would have accrued on the principal amount so paid, prepaid,
Converted or not borrowed for the period from the date of such payment,
prepayment, Conversion or failure to borrow to the last day of the then current
Interest Period for such Loan (or, in the case of a failure to borrow, the
Interest Period for such Loan that would have commenced on the date specified
for such borrowing) at the applicable rate of interest for such Loan provided
for herein over (ii) the amount of interest that otherwise would have accrued on
such principal amount at a rate per annum equal to the interest component of the
amount such Lender would have bid in the London interbank market for Dollar
deposits of leading banks in amounts comparable to such principal amount and
with maturities comparable to such period (as reasonably determined by such
Lender).

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                                     - 64 -

            5.06 Additional Costs in Respect of Letters of Credit. Without
limiting the obligations of the Borrowers under Section 5.01 hereof (but without
duplication), if as a result of any Regulatory Change or any risk-based capital
guideline or other requirement heretofore or hereafter issued by any government
or governmental or supervisory authority implementing at the national level the
Basle Accord there shall be imposed, modified or deemed applicable any tax,
reserve, special deposit, capital adequacy or similar requirement against or
with respect to or measured by reference to Letters of Credit issued or to be
issued hereunder and the result shall be to increase the cost to any Lender or
Lenders of issuing (or purchasing participations in) or maintaining its
obligation hereunder to issue (or purchase participations in) any Letter of
Credit hereunder or reduce any amount receivable by any Lender hereunder in
respect of any Letter of Credit (which increases in cost, or reductions in
amount receivable, shall be the result of such Lender's or Lenders' reasonable
allocation of the aggregate of such increases or reductions resulting from such
event), then, upon demand by such Lender or Lenders (through the Administrative
Agent), the Borrowers shall pay immediately to the Administrative Agent for the
account of such Lender or Lenders, from time to time as specified by such Lender
or Lenders (through the Administrative Agent), such additional amounts as shall
be sufficient to compensate such Lender or Lenders (through the Administrative
Agent) for such increased costs or reductions in amount. A statement as to such
increased costs or reductions in amount incurred by any such Lender or Lenders,
submitted by such Lender or Lenders to the Borrowers shall be conclusive in the
absence of manifest error as to the amount thereof.

            5.07 U.S. Taxes.

            (a) Gross-up for Deduction or Withholding of U.S. Taxes. The
Borrowers jointly and severally agree to pay to each Lender that is not a U.S.
Person such additional amounts as are necessary in order that the payment of any
amount due to such Lender hereunder after deduction for or withholding in
respect of any U.S. Taxes imposed with respect to such payment will not be less
than the amount stated herein to be then due and payable, provided that the
foregoing obligation to pay such additional amounts shall not apply:

            (i) (A) to any payment to any Lender that is a "bank" within the
      meaning of Section 881(c)(3)(A) of the Code unless such Lender is, on the
      date hereof (or on the date it becomes a Lender hereunder as provided in
      Section 11.06 hereof) and on the date of any change in the Applicable
      Lending Office of such Lender, either entitled to submit a Form W-8BEN
      claiming complete exemption from withholding of U.S. Taxes with respect to
      any payment of interest to be received by it hereunder in respect of the
      Loans under an income tax convention or a Form W-8ECI claiming a complete
      exemption from withholding of U.S. Taxes on income effectively connected
      to a U.S. trade or business, or (B) to any payment to any Lender that is
      not a "bank" within the meaning of Section 881(c)(3)(A) of the Code unless
      such Lender is, on the date hereof (or on the date it becomes a Lender
      hereunder as provided in Section 11.06 hereof) entitled to submit a Form
      W-8BEN claiming a complete exemption from withholding of U.S. Taxes under

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                                     - 65 -

      Section 871(h) or 881(c) of the Code with respect to payments of
      "portfolio interest", or is entitled to the withholding exemptions set
      forth in clause (A) above; or

            (ii) to any U.S. Taxes imposed solely by reason of the failure by a
      Lender (or, if such Lender is not the beneficial owner of the relevant
      Loan, such beneficial owner) to properly complete, duly execute and comply
      with applicable certification, information, documentation or other
      reporting requirements concerning the nationality, residence, identity or
      connections with the United States of America of such Lender (or
      beneficial owner, as the case may be) if such compliance is required by
      statute or regulation of the United States of America as a precondition to
      relief or exemption from such U.S. Taxes.

In addition, if a Lender or the Administrative Agent receives a refund in
respect of any U.S. Taxes as to which a Lender or the Administrative Agent has
been indemnified by a Borrower pursuant to this Section 5.07(a), such Lender or
the Administrative Agent shall, within 30 days from the date of receipt of such
refund, pay over such refund to such Borrower.

            For the purposes of this Section 5.07(a), (A) "Form W-8BEN" shall
mean Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United
States Tax Withholding) of the Department of the Treasury of the United States
of America and (B) "Form W-8ECI" shall mean Form W-8ECI (Certificate of Foreign
Person's Claim for Exemption from Withholding on Income Effectively Connected
with the Conduct of a Trade or Business in the United States) of the Department
of the Treasury of the United States of America (or in relation to either such
Form such successor and related forms (including Form W-8IMY or Form W-8EXP) as
may from time to time be adopted by the relevant taxing authorities of the
United States of America to document a claim to which such Form relates).

            (b) Evidence of Deduction, Etc. Within 30 days after paying any
amount to the Administrative Agent or any Lender from which it is required by
law to make any deduction or withholding, and within 30 days after it is
required by law to remit such deduction or withholding to any relevant taxing or
other authority, the Borrowers shall deliver to the Administrative Agent for
delivery to such Lender evidence satisfactory to such Lender of such deduction
or withholding (as the case may be).

            5.08 Replacement of Lenders. If any Lender or the Administrative
Agent on behalf of any Lender requests compensation pursuant to Section 5.01,
5.06 or 5.07 hereof, or any Lender's obligation to make or Continue, or to
Convert Loans of any Type into, the other Type of Loan shall be suspended
pursuant to Section 5.01 or 5.03 hereof (any such Lender requesting such
compensation being herein called a "Requesting Lender"), the Borrowers, upon
three Business Days notice, may require that such Requesting Lender transfer all
of its right, title and interest under this Agreement to any bank or other
financial institution (a "Proposed Lender") identified by the Borrowers that is
reasonably satisfactory to the Administrative Agent (i) if such Proposed Lender
agrees to assume all of the obligations of such Requesting Lender hereunder, and
to purchase all of such Requesting Lender's Loans hereunder for consideration
equal to the

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                                     - 66 -

aggregate outstanding principal amount of such Requesting Lender's Loans,
together with interest thereon to the date of such purchase, and satisfactory
arrangements are made for payment to such Requesting Lender of all other amounts
payable hereunder to such Requesting Lender on or prior to the date of such
transfer (including any fees accrued hereunder and any amounts that would be
payable under Section 5.05 hereof, as if all of such Requesting Lender's Loans
were being prepaid in full on such date) and (ii) if such Requesting Lender has
requested compensation pursuant to said Section 5.01, 5.06 or 5.07 hereof, such
Proposed Lender's aggregate requested compensation, if any, pursuant to said
Section 5.01, 5.06 or 5.07 with respect to such Requesting Lender's Loans is
lower than that of the Requesting Lender. Subject to the provisions of Section
11.06(b) hereof, such Proposed Lender shall be a "Lender" for all purposes
hereunder. Without prejudice to the survival of any other agreement of the
Borrowers hereunder the agreements of the Borrowers contained in Sections 5.01,
5.06, 5.07 and 11.03 hereof (without duplication of any payments made to such
Requesting Lender by the Borrowers or the Proposed Lender) shall survive for the
benefit of such Requesting Lender under this Section 5.08 with respect to the
time prior to such replacement.

            Section 6. Conditions Precedent.

            6.01 Initial Extension of Credit. The obligation of any Lender to
make its initial extension of credit hereunder (whether by making a Loan or
issuing a Letter of Credit) is subject to the conditions precedent that (i) such
extension of credit shall occur on or before November 30, 2004 and (ii) the
Administrative Agent shall have received the following documents (with, in the
case of clauses (a), (b), (c) and (d) below, sufficient copies for each Lender),
each of which shall be satisfactory to the Administrative Agent (and to the
extent specified below, to each Lender) in form and substance:

            (a) Organizational Documents. Certified copies of the Operating
      Agreements and of the charter and by-laws (or equivalent documents) of
      each Obligor and of all limited liability company and corporate authority
      for each Obligor (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 the Basic Documents to which
      such Obligor is to be a party and each other document to be delivered by
      such Obligor from time to time in connection herewith and the extensions
      of credit hereunder (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).

            (b) Officer's Certificate. A certificate of a Senior Officer, dated
      the Closing Date, to the effect set forth in the first sentence of Section
      6.02 hereof.

            (c) Opinion of Counsel to the Obligors. An opinion, dated the
      Closing Date, of Sonnenschein Nath & Rosenthal LLP, counsel to the
      Obligors, substantially in the form of Exhibit G hereto and covering such
      other matters as the Administrative Agent or

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                                     - 67 -

      any Lender may reasonably request (and the Borrowers hereby instruct such
      counsel to deliver such opinion to the Lenders and the Administrative
      Agent).

            (d) Opinion of Special New York Counsel to JPMCB. An opinion, dated
      the Closing Date, of Milbank, Tweed, Hadley & McCloy LLP, special New York
      counsel to JPMCB, substantially in the form of Exhibit H hereto (and JPMCB
      hereby instructs such counsel to deliver such opinion to the Lenders).

            (e) Notes. Promissory notes for each Lender that shall have
      requested the execution and delivery of a promissory note, on or prior to
      the Closing Date, pursuant to Section 2.08(d) hereof.

            (f) Pledge Agreement. The Pledge Agreement, duly executed and
      delivered by the Borrowers and the Administrative Agent. In addition, each
      such Obligor shall have taken such other action as the Administrative
      Agent shall have requested in order to perfect the security interests
      created pursuant to the Pledge Agreement, including, without limitation,
      delivering to the Administrative Agent, for filing, appropriately
      completed and duly executed copies of Uniform Commercial Code financing
      statements.

            (g) Guarantee and Pledge Agreement. The Guarantee and Pledge
      Agreement, duly executed and delivered by Mediacom LLC, MCC and the
      Administrative Agent and the certificates (if any) evidencing the
      ownership interests in the Borrowers held by Mediacom LLC, accompanied by
      undated powers executed in blank. In addition, Mediacom LLC shall have
      taken such other action as the Administrative Agent shall have requested
      in order to perfect the security interests created pursuant to the
      Guarantee and Pledge Agreement, including, without limitation, delivering
      to the Administrative Agent, for filing, appropriately completed and duly
      executed copies of Uniform Commercial Code financing statements.

            (h) Management Fee Subordination Agreement. The Management Fee
      Subordination Agreement, duly executed and delivered by the Manager, the
      Borrowers and the Administrative Agent.

            (i) Affiliate Subordinated Indebtedness Subordination Agreements. An
      Affiliate Subordinated Indebtedness Subordination Agreement, duly executed
      and delivered by the Borrowers, the Administrative Agent and by each
      holder of Affiliate Subordinated Indebtedness.

            (j) Termination of Existing Credit Agreements. Evidence that (i)
      except for any outstanding "Letters of Credit" under and as defined in the
      Existing Credit Agreements (as to which the provisions of Section 2.03(l)
      hereof shall be applicable), the principal of and interest on, and all
      other amounts owing under the Existing Credit Agreements are being paid in
      full with the proceeds of the initial Loans hereunder and the

                                Credit Agreement


                                     - 68 -

      commitments thereunder terminated and (ii) to the extent the assets of
      Mediacom LLC, the Borrowers or any of their Subsidiaries are subject to
      Liens not permitted hereunder, such Liens shall have been released (or
      arrangements for such release satisfactory to the Administrative Agent
      shall have been made).

            (k) Approvals. Evidence of receipt of all material licenses,
      permits, approvals and consents, if any, required (or, in the reasonable
      discretion of the Administrative Agent, advisable) with respect to the
      transactions contemplated hereby and the continuing operation of the
      Borrowers and their Subsidiaries, and that each of such licenses, permits,
      approvals and consents is in full force and effect, and that all
      applicable waiting periods shall have expired without any action being
      taken or threatened by any competent authority which would restrain,
      prevent or otherwise impose adverse conditions on the transactions
      contemplated hereby.

            (l) Rate Ratio Certificate. A certificate of a Senior Officer, dated
      the Closing Date, setting forth, in reasonable detail, the calculation
      (and the basis for such calculation) of the Rate Ratio as of such date.

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

The obligation of any Lender to make its initial extension of credit hereunder
is also subject to the payment by the Borrowers of such fees as the Borrowers
shall have agreed to pay or deliver to any Lender or the Administrative Agent in
connection herewith, including, without limitation, the reasonable fees and
expenses of Milbank, Tweed, Hadley & McCloy LLP, special New York counsel to
JPMCB, in connection with the negotiation, preparation, execution and delivery
of this Agreement and the other Loan Documents and the extensions of credit
hereunder (to the extent that statements for such fees and expenses have been
delivered to the Borrowers).

            6.02 Initial and Subsequent Extensions of Credit. The obligation of
the Lenders to make any Loan or otherwise extend any credit to the Borrowers
upon the occasion of each borrowing or other extension of credit hereunder
(including the initial borrowing) is subject to the further conditions precedent
that, both immediately prior to the making of such Loan or other extension of
credit and also after giving effect thereto and to the intended use thereof:

            (a) no Default shall have occurred and be continuing; and

            (b) the representations and warranties made by the Borrowers in
      Section 7 hereof, and by each Obligor in the other Loan Documents to which
      it is a party, shall be true and complete on and as of the date of the
      making of such Loan or other extension of credit with the same force and
      effect as if made on and as of such date (or, if any such representation
      or warranty is expressly stated to have been made as of a specific date,
      as of such specific date).

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                                     - 69 -

Each notice of borrowing or request for the issuance of a Letter of Credit by
the Borrowers hereunder shall constitute a certification by the Borrowers to the
effect set forth in the preceding sentence (both as of the date of such notice
or request and, unless the Borrowers otherwise notify the Administrative Agent
prior to the date of such borrowing or issuance, as of the date of such
borrowing or issuance).

            Section 7. Representations and Warranties. The Borrowers represent
and warrant to the Administrative Agent and the Lenders that:

            7.01 Existence. Each Borrower and its Subsidiaries: (a) is a
corporation, partnership, limited liability company or other entity duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization; (b) has all requisite corporate or other
power, and has all material governmental licenses, authorizations, consents and
approvals necessary to own its assets and carry on its business as now being or
as proposed to be conducted; and (c) is qualified to do business and is in good
standing in all jurisdictions in which the nature of the business conducted by
it makes such qualification necessary and where failure so to qualify could
(either individually or in the aggregate) have a Material Adverse Effect.

            7.02 Financial Condition. The Borrowers have heretofore furnished to
each of the Lenders the following financial statements:

            (a) the audited consolidated financial statements of Mediacom LLC,
      including consolidated balance sheets, as of December 31, 2002 and 2003,
      and the related audited consolidated statements of operation and cash flow
      for the years ended on said respective dates, certified by
      PricewaterhouseCoopers LLP;

            (b) the respective audited combined financial statements of the
      Mediacom Midwest Borrowers and their Subsidiaries, and the Mediacom USA
      Borrowers and their Subsidiaries, including in each case combined balance
      sheets, as of December 31, 2002 and 2003, and the related audited combined
      statements of operation and cash flow for the years ended on said
      respective dates, in each case certified by PricewaterhouseCoopers; and

            (c) the unaudited combined financial statements of the Borrowers and
      their Subsidiaries, including combined balance sheets, as of and for the
      three-month and six-month periods ended March 31, 2004 and June 30, 2004,
      respectively, and the related unaudited combined statements of operation
      and cash flow for the three-month period and six-month periods ended on
      said respective dates.

All such financial statements fairly present in all material respects the
individual or combined financial condition of the respective entities as at said
respective dates and the individual or combined results of their operations for
the applicable periods ended on said respective dates, all

                                Credit Agreement


                                     - 70 -

in accordance with generally accepted accounting principles and practices
applied on a consistent basis (subject to ordinary year end adjustments and
footnotes).

            As of the date hereof, there are no material contingent liabilities,
material liabilities for taxes, unusual forward or long-term commitments or
unrealized or anticipated material losses from any unfavorable commitments of
the Borrowers and their Subsidiaries, except as referred to or reflected or
provided for in the balance sheets as at June 30, 2004 referred to above.

            Since December 31, 2003, there has been no material adverse change
in the combined financial condition, operations, business or prospects of the
Borrowers and their Subsidiaries taken as a whole from that set forth in said
audited financial statements as at said date referred to in clause (b) above.

            7.03 Litigation. Except as set forth on Schedule VIII hereto, there
are no legal or arbitral proceedings, or any proceedings or investigations by or
before any governmental or regulatory authority or agency, now pending or (to
the knowledge of any Borrower) threatened against any Borrower or any of its
Subsidiaries that, if adversely determined could (either individually or in the
aggregate) reasonably be expected to have a Material Adverse Effect.

            7.04 No Breach. None of the execution and delivery of this Agreement
and the other Basic Documents, the consummation of the transactions herein and
therein contemplated or compliance with the terms and provisions hereof and
thereof will conflict with or result in a breach of, or require any consent
under, the Operating Agreements, or any applicable law or regulation, or any
order, writ, injunction or decree of any court or governmental authority or
agency, or any agreement or instrument to which any Borrower or any of its
Subsidiaries is a party or by which any of them or any of their Property is
bound or to which any of them is subject, or constitute a default under any such
agreement or instrument, or (except for the Liens created pursuant to the
Security Documents) result in the creation or imposition of any Lien upon any
Borrower or any of its Subsidiaries pursuant to the terms of any such agreement
or instrument.

            7.05 Action. Each Borrower has all necessary corporate or limited
liability company power, authority and legal right to execute, deliver and
perform its obligations under each of the Basic Documents to which it is a
party; the execution, delivery and performance by each Borrower of each of the
Basic Documents to which it is a party have been duly authorized by all
necessary corporate or limited liability company action on its part (including,
without limitation, any required stockholder or member approvals); and this
Agreement has been duly and validly executed and delivered by each Borrower and
constitutes, and the other Basic Documents to which it is a party when executed
and delivered will constitute, its legal, valid and binding obligation,
enforceable against each Borrower in accordance with its terms, except as such
enforceability may be limited by (a) bankruptcy, insolvency, reorganization,
moratorium or similar laws of general applicability affecting the enforcement of
creditors' rights and (b) the

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                                     - 71 -

application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

            7.06 Approvals. No authorizations, approvals or consents of, and no
filings or registrations with, any governmental or regulatory authority or
agency, or any securities exchange, are necessary for the execution, delivery or
performance by any Borrower of this Agreement or any of the other Basic
Documents to which it is a party or for the legality, validity or enforceability
hereof or thereof, except for (i) filings and recordings in respect of the Liens
created pursuant to the Security Documents and (ii) the exercise of remedies
under the Security Documents may require prior approval of the FCC or the
issuing municipalities or States under one or more of the Franchises.

            7.07 ERISA. Each Plan, and, to the knowledge of each Borrower, each
Multiemployer Plan, is in compliance in all material respects with, and has been
administered in all material respects in compliance with, the applicable
provisions of ERISA, the Code and any other Federal or State law, and no event
or condition has occurred and is continuing as to which such Borrower would be
under an obligation to furnish a report to the Administrative Agent under
Section 8.01(e) hereof.

            7.08 Taxes. Except as set forth in Schedule II hereto, each Borrower
and each of its Subsidiaries has filed all Federal income tax returns and all
other material tax returns and information statements that are required to be
filed by them and have paid all taxes due pursuant to such returns or pursuant
to any assessment received by such Borrower or any of its Subsidiaries, except
such taxes, if any, as are being contested in good faith and as to which
adequate reserves have been set aside by such Borrower in accordance with GAAP.
The charges, accruals and reserves on the books of the Borrowers and their
Subsidiaries in respect of taxes and other governmental charges are, in the
opinion of the Borrowers, adequate. None of the Borrowers has given or been
requested to give a waiver of the statute of limitations relating to the payment
of any Federal, state, local and foreign taxes or other impositions.

            7.09 Investment Company Act. None of the Borrowers nor any of its
Subsidiaries is an "investment company", or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended.

            7.10 Public Utility Holding Company Act. None of the Borrowers nor
any of its Subsidiaries is a "holding company", or an "affiliate" of a "holding
company" or a "subsidiary company" of a "holding company", within the meaning of
the Public Utility Holding Company Act of 1935, as amended.

            7.11 Material Agreements and Liens.

            (a) Indebtedness. Part A of Schedule III hereto sets forth (i) a
complete and correct list of each credit agreement, loan agreement, indenture,
purchase agreement, guarantee,

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                                     - 72 -

letter of credit or other arrangement (other than the Loan Documents) providing
for or otherwise relating to any Indebtedness or any extension of credit (or
commitment for any extension of credit) to, or guarantee by, the Borrowers or
any of their Subsidiaries, outstanding on the date hereof, or that (after giving
effect to the transactions contemplated hereunder to occur on or before the
Closing Date) will be outstanding on the Closing Date, the aggregate principal
or face amount of which equals or exceeds (or may equal or exceed) $1,000,000,
and the aggregate principal or face amount outstanding or that may become
outstanding under each such arrangement is correctly described in Part A of said
Schedule III, and (ii) a statement of the aggregate amount of obligations in
respect of surety and performance bonds backing pole rental or conduit
attachments and the like, or backing obligations under Franchises, of the
Borrowers or any of their Subsidiaries outstanding on the date hereof.

            (b) Liens. Part B of Schedule III hereto is a complete and correct
list of each Lien (other than the Liens created pursuant to the Security
Documents) securing Indebtedness of any Person outstanding on the date hereof,
or that (after giving effect to the transactions contemplated hereunder to occur
on or before the Closing Date) will be outstanding on the Closing Date, the
aggregate principal or face amount of which equals or exceeds (or may equal or
exceed) $1,000,000 and covering any Property (including real property) of the
Borrowers or any of their Subsidiaries, and the aggregate Indebtedness secured
(or that may be secured) by each such Lien and the Property covered by each such
Lien is correctly described in Part B of said Schedule III.

            7.12 Environmental Matters. Each of the Borrowers and their
Subsidiaries has obtained all environmental, health and safety permits, licenses
and other authorizations required under all Environmental Laws to carry on its
business as now being or as proposed to be conducted, except to the extent
failure to have any such permit, license or authorization would not (either
individually or in the aggregate) have a Material Adverse Effect. Each of such
permits, licenses and authorizations is in full force and effect and each of the
Borrowers and its Subsidiaries is in compliance with the terms and conditions
thereof, and is also in compliance with all other limitations, restrictions,
conditions, standards, prohibitions, requirements, obligations, schedules and
timetables contained in any applicable Environmental Law or in any regulation,
code, plan, order, decree, judgment, injunction, notice or demand letter issued,
entered, promulgated or approved thereunder, except to the extent failure to
comply therewith would not (either individually or in the aggregate) have a
Material Adverse Effect. In addition, no notice, notification, demand, request
for information, citation, summons or order has been issued, no complaint has
been filed, no penalty has been assessed and, to the Borrowers' knowledge, no
investigation or review is pending or threatened by any governmental or other
entity with respect to any alleged failure by the Borrowers or any of their
Subsidiaries to have any environmental, health or safety permit, license or
other authorization required under any Environmental Law in connection with the
conduct of the business of the Borrowers or any of their Subsidiaries or with
respect to any generation, treatment, storage, recycling, transportation,
discharge or disposal, or any Release of any Hazardous Materials generated by
the Borrowers or any of their Subsidiaries. All environmental investigations,
studies, audits, tests, reviews or

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other analyses conducted by or that are in the possession of the Borrowers or
any of their Subsidiaries in relation to facts, circumstances or conditions at
or affecting any site or facility now or previously owned, operated or leased by
the Borrowers or any of their Subsidiaries and that could result in a Material
Adverse Effect have been made available to the Lenders.

            7.13 Capitalization. The Borrowers have heretofore delivered to the
Lenders true and complete copies of the Operating Agreements. The only members
of Mediacom California on the date hereof are Mediacom LLC and Mediacom
Management Corporation; the only members of Mediacom Arizona on the date hereof
are Mediacom LLC and Mediacom California; and the only member of Mediacom
Delaware, Mediacom Illinois, Mediacom Indiana, Mediacom Iowa, Mediacom
Minnesota, Mediacom Southeast, Mediacom Wisconsin is Mediacom LLC. Each of
Mediacom Delaware, Mediacom Illinois, Mediacom Indiana, Mediacom Iowa, Mediacom
Minnesota, Mediacom Southeast, Mediacom Wisconsin and Zylstra is a Wholly-Owned
Subsidiary of Mediacom LLC. As of the date hereof, except for Sections 6.2 and
7.3 of the Operating Agreement for Mediacom Southeast relating to Preferred
Membership Interests, (x) there are no outstanding Equity Rights with respect to
any of the Borrowers and (y) except for the redemption permitted pursuant to
Section 8.09(d) hereof, there are no outstanding obligations of any of the
Borrowers or any of their Subsidiaries to repurchase, redeem, or otherwise
acquire any equity interests in the Borrowers nor are there any outstanding
obligations of any Borrower or any of their Subsidiaries to make payments to any
Person, such as "phantom stock" payments, where the amount thereof is calculated
with reference to the fair market value or equity value of such Borrowers or any
of their Subsidiaries.

            7.14 Subsidiaries and Investments, Etc.

            (a) Subsidiaries. Set forth on Part A of Schedule IV hereto is a
complete and correct list of all Subsidiaries of the Borrowers.

            (b) Investments. Set forth in Part B of Schedule IV hereto is a
complete and correct list of all Investments (other than Investments of the type
referred to in paragraphs (b), (c) and (e) of Section 8.08 hereof) held by the
Borrowers or any of their Subsidiaries in any Person on the date hereof and, for
each such Investment, (x) the identity of the Person or Persons holding such
Investment and (y) the nature of such Investment. Except as disclosed in Part B
of Schedule IV hereto, each of the Borrowers and their Subsidiaries owns, free
and clear of all Liens (other than the Liens created pursuant to the Security
Documents), all such Investments.

            7.15 True and Complete Disclosure. The information, reports,
financial statements, exhibits and schedules (including the Information
Memorandum) furnished in writing by or on behalf of the Borrowers to the
Administrative Agent or any Lender in connection with the negotiation,
preparation or delivery of this Agreement and the other Loan Documents or
included herein or therein or delivered pursuant hereto or thereto, when taken
as a whole do not contain any untrue statement of material fact or omit to state
any material fact necessary to make the statements herein or therein, in light
of the circumstances under which

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they were made, not misleading. All written information furnished after the date
hereof by the Borrowers and their Subsidiaries to the Administrative Agent and
the Lenders in connection with this Agreement and the other Loan Documents and
the transactions contemplated hereby and thereby will be true, complete and
accurate in every material respect, or (in the case of projections) based on
reasonable estimates, on the date as of which such information is stated or
certified. There is no fact known to the Borrowers that could reasonably be
expected to have a Material Adverse Effect (other than facts affecting the cable
television industry in general) that has not been disclosed herein, in the other
Loan Documents or in a report, financial statement, exhibit, schedule,
disclosure letter or other writing furnished to the Lenders for use in
connection with the transactions contemplated hereby or thereby.

            7.16 Franchises.

            (a) Franchises. Set forth in Schedule V hereto is a complete and
correct list of all Franchises (identified by issuing authority, operating
company and expiration date) owned or operated by the Borrowers and their
Subsidiaries on the date hereof. Schedule V lists all the Franchises that are
required under applicable law for the Borrowers and their Subsidiaries to
operate the CATV Systems and, to the knowledge of Borrowers, each such Franchise
is in full force and effect and no material default has occurred and is
continuing thereunder. Except as set forth on Schedule V hereto, none of the
Borrowers or any of their Subsidiaries have received any notice from the
granting body or any other governmental authority with respect to any breach of
any covenant under, or any default with respect to, any Franchise which could
reasonably be expected to have a Material Adverse Effect. Complete and correct
copies of all Franchises have heretofore been made available to the
Administrative Agent.

            (b) Licenses and Permits. Each of the Borrowers and their
Subsidiaries possesses or has the right to use all copyrights, licenses,
permits, patents, trademarks, service marks, trade names or other rights
(collectively, the "Licenses"), including licenses, permits and registrations
granted or issued by the FCC, agreements with public utilities and microwave
transmission companies, pole or conduit attachment, use, access or rental
agreements and utility easements that are necessary for the legal operation and
conduct of the CATV Systems of the Borrowers and their Subsidiaries, except for
such of the foregoing the absence of which could not reasonably be expected to
have a Material Adverse Effect on the Borrowers or any of their Subsidiaries,
and each of such Licenses is in full force and effect and, to the knowledge of
Borrowers, no material default has occurred and is continuing thereunder. Except
as set forth on Schedule V hereto, none of the Borrowers or any of their
Subsidiaries have received any notice from the granting body or any other
governmental authority with respect to any breach of any covenant under, or any
default with respect to, any Licenses which could reasonably be expected to have
a Material Adverse Effect. Complete and correct copies of all material Licenses
have heretofore been made available to the Administrative Agent.

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                                     - 75 -

            7.17 The CATV Systems.

            (a) Compliance with Law. Except as set forth in Schedule VI hereto,
each of the Borrowers and their Subsidiaries and the CATV Systems owned or
operated by them are in compliance in all material respects with all applicable
federal, state and local laws, rules and regulations, including without
limitation, the Communications Act of 1934, as amended (the "Communications
Act"), the Copyright Act of 1976, as amended (the "Copyright Act"), and the
rules and regulations of the FCC, the FAA and the United States Copyright Office
(the "Copyright Office"), including, without limitation, rules and laws
governing system registration, use of restricted frequencies, signal carriage
and program exclusivity requirements, leased access channels, emergency alert
system requirements, equal employment opportunity, cumulative leakage index
testing and reporting, signal leakage, tower registration and clearance,
subscriber notices, and privacy requirements, except to the extent that the
failure to so comply with any of the foregoing could not (either individually or
in the aggregate) reasonably be expected to have a Material Adverse Effect.
Without limiting the generality of the foregoing, except to the extent that the
failure to comply with any of the following could not (either individually or in
the aggregate) reasonably be expected to have a Material Adverse Effect and
except as set forth in Schedule VI hereto:

            (i) the communities included in the areas covered by the Franchises
      have been registered with the FCC;

            (ii) all of the current annual performance tests on such CATV
      Systems required under the rules and regulations of the FCC have been
      timely performed and the results of such tests demonstrate satisfactory
      compliance with the applicable FCC requirements in all material respects;

            (iii) to the knowledge of the Borrowers, as of the most recent
      annual performance tests, such CATV Systems currently meet or exceed the
      technical standards set forth in the rules and regulations of the FCC;

            (iv) such CATV Systems are being operated in compliance with the
      provisions of 47 C.F.R. Sections 76.610 through 76.619 (mid-band and
      super-band signal carriage), including 47 C.F.R. Section 76.611
      (compliance with the cumulative signal leakage index); and

            (v) where required, appropriate authorizations from the FCC have
      been obtained for the use of all restricted frequencies in use in such
      CATV Systems and, to the knowledge of the Borrowers, such CATV Systems are
      presently being operated in compliance with such authorizations (and all
      required certificates, permits and clearances from governmental agencies,
      including the FAA, with respect to all towers, earth stations, business
      radios and frequencies utilized and carried by such CATV Systems have been
      obtained).

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                                     - 76 -

            (b) Copyright Filings. Except as set forth in Schedule VI hereto,
for all periods covered by any applicable statute of limitations, all notices,
statements of account, supplements and other documents required under Section
111 of the Copyright Act, and under the rules of the Copyright Office, with
respect to the carriage of broadcast station signals by the CATV Systems
(collectively, the "Copyright Filings") owned or operated by the Borrowers and
their Subsidiaries have been duly filed, and the proper amount of copyright fees
have been paid on a timely basis, and each such CATV System qualifies for the
compulsory license under Section 111 of the Copyright Act , except to the extent
that the failure to so file or pay could not (either individually or in the
aggregate) reasonably be expected to have a Material Adverse Effect. To the
knowledge of the Borrowers, there is no pending claim, action, demand or
litigation by any other Person with respect to the Copyright Filings or related
royalty payments made by the CATV Systems.

            (c) Carriage of Broadcast Signals. To the knowledge of the Borrowers
and except as set forth in Schedule VI, the carriage of all Broadcast signals by
the CATV Systems owned by the Borrowers and their Subsidiaries is permitted by
valid retransmission consent agreements or by must-carry elections by
broadcasters, or is otherwise permitted under applicable law, except to the
extent the failure to obtain any of the foregoing could not (either individually
or in the aggregate) reasonably be expected to have a Material Adverse Effect.

            7.18 Rate Regulation. Each of the Borrowers and their Subsidiaries
have reviewed and evaluated in detail the FCC rules currently in effect (the
"Rate Regulation Rules") implementing the cable television rate regulation
provisions of the Communications Act and the applicability of such Rate
Regulation Rules to the CATV Systems. Except to the extent that the failure to
comply with such Rate Regulation Rules could not (either individually or in the
aggregate) reasonably be expected to have a Material Adverse Effect and except
as set forth in Schedule VII hereto:

            (i) there are no cable service programming rate complaints or
      appeals of adverse cable programming service rate decisions pending with
      the FCC relating to the CATV Systems;

            (ii) for communities that are authorized to regulate basic service
      and equipment rates under the Rate Regulations Rules, all FCC rate forms
      required to be submitted by the Borrowers or their Subsidiaries have been
      timely submitted to local franchising authorities and have justified the
      basic service and equipment rates in effect for all periods in which the
      local franchising authority currently has the authority to review and to
      take adverse action;

            (iii) for communities that are not authorized to regulate basic
      service and equipment rates under the Rate Regulations Rules, the
      Borrowers or their Subsidiaries

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                                     - 77 -

      have timely submitted to local franchising authorities and subscribers all
      required notices for basic service and equipment rates in effect within
      one year of the date hereof;

            (iv) no reduction of rates or refunds to subscribers are required by
      an outstanding order of the FCC or any local franchising authority as of
      the date hereof under the Communications Act and the Rate Regulation Rules
      applicable to the CATV Systems of the Borrowers and their Subsidiaries;
      and

            (v) each of the CATV Systems are in compliance with the
      Communications Act and the Rate Regulation Rules concerning the uniform
      pricing requirements and tier buy-through limitations (i.e., 47 U.S.C.
      Section 543(b)(8), (d)).

            7.19 Use of Credit. None of the Borrowers or any of their
Subsidiaries is engaged principally, or as one of their important activities, in
the business of extending credit for the purpose, whether immediate, incidental
or ultimate, of buying or carrying Margin Stock in violation of Regulations T, U
or X.

            Section 8. Covenants of the Borrowers. The Borrowers covenant and
agree with the Lenders and the Administrative Agent that, so long as any
Commitment, Loan or Letter of Credit Liability is outstanding and until payment
in full of all amounts payable by the Borrowers hereunder:

            8.01 Financial Statements Etc. The Borrowers shall deliver to the
Administrative Agent (which shall promptly provide a copy thereof to the
Lenders):

            (a) as soon as available and in any event within 60 days after the
      end of each of the first three quarterly fiscal periods of each fiscal
      year of the Borrowers, combined statements of income, retained earnings
      and cash flows of the Borrowers and their Subsidiaries for such period and
      for the period from the beginning of the respective fiscal year to the end
      of such period, and the related combined balance sheet of the Borrowers
      and their Subsidiaries as at the end of such period, setting forth in each
      case in comparative form the corresponding figures for the corresponding
      periods in the preceding fiscal year (except that, in the case of balance
      sheets, such comparison shall be to the last day of the prior fiscal
      year), accompanied by a certificate of a Senior Officer, which certificate
      shall state that said financial statements fairly present in all material
      respects the combined financial condition and results of operations of the
      Borrowers and their Subsidiaries in accordance with generally accepted
      accounting principles consistently applied as at the end of, and for, such
      period (subject to normal year-end audit adjustments);

            (b) as soon as available and in any event within 120 days after the
      end of each fiscal year of the Borrowers, combined statements of income,
      retained earnings and cash flows of the Borrowers and their Subsidiaries
      for such fiscal year and the related

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      combined balance sheet of the Borrowers and their Subsidiaries as at the
      end of such fiscal year, setting forth in each case in comparative form
      the corresponding combined figures for the preceding fiscal year and
      accompanied by an opinion thereon of independent certified public
      accountants of recognized national standing, which opinion shall state
      that said combined financial statements fairly present in all material
      respects the combined financial condition and results of operations of the
      Borrowers and their Subsidiaries as at the end of, and for, such fiscal
      year in accordance with generally accepted accounting principles;

            (c) promptly upon their becoming available, copies of all
      registration statements and regular periodic reports, if any, that the
      Borrowers shall have filed with the Securities and Exchange Commission (or
      any governmental agency substituted therefor) or any national securities
      exchange;

            (d) promptly upon the mailing thereof by the Borrowers to the
      shareholders or members of the Borrowers generally, to holders of
      Affiliate Subordinated Indebtedness generally, or by Mediacom LLC to the
      holders of any outstanding notes or other debt issuances, copies of all
      financial statements, reports and proxy statements so mailed;

            (e) as soon as possible, and in any event within ten days after any
      Borrower knows or has reason to believe that any of the events or
      conditions specified below with respect to any Plan or Multiemployer Plan
      has occurred or exists, a statement signed by a Senior Officer setting
      forth details respecting such event or condition and the action, if any,
      that the Borrowers or their ERISA Affiliates propose to take with respect
      thereto (and a copy of any report or notice required to be filed with or
      given to the PBGC by the Borrowers or an ERISA Affiliate with respect to
      such event or condition):

                  (i) any reportable event, as defined in Section 4043(b) of
            ERISA and the regulations issued thereunder, with respect to a Plan,
            as to which the PBGC has not by regulation waived the requirement of
            Section 4043(a) of ERISA that it be notified within 30 days of the
            occurrence of such event (provided that a failure to meet the
            minimum funding standard of Section 412 of the Code or Section 302
            of ERISA, including, without limitation, the failure to make on or
            before its due date a required installment under Section 412(m) of
            the Code or Section 302(e) of ERISA, shall be a reportable event
            regardless of the issuance of any waivers in accordance with Section
            412(d) of the Code); and any request for a waiver under Section
            412(d) of the Code for any Plan;

                  (ii) the distribution under Section 4041 of ERISA of a notice
            of intent to terminate any Plan or any action taken by the Borrowers
            or an ERISA Affiliate to terminate any Plan;

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                                     - 79 -

                  (iii) the institution by the PBGC of proceedings under Section
            4042 of ERISA for the termination of, or the appointment of a
            trustee to administer, any Plan, or the receipt by the Borrowers or
            any ERISA Affiliate of a notice from a Multiemployer Plan that such
            action has been taken by the PBGC with respect to such Multiemployer
            Plan;

                  (iv) the complete or partial withdrawal from a Multiemployer
            Plan by the Borrowers or any ERISA Affiliate that results in
            liability under Section 4201 or 4204 of ERISA (including the
            obligation to satisfy secondary liability as a result of a purchaser
            default) or the receipt by any Borrower or any ERISA Affiliate of
            notice from a Multiemployer Plan that it is in reorganization or
            insolvency pursuant to Section 4241 or 4245 of ERISA or that it
            intends to terminate or has terminated under Section 4041A of ERISA;

                  (v) the institution of a proceeding by a fiduciary of any
            Multiemployer Plan against the Borrowers or any ERISA Affiliate to
            enforce Section 515 of ERISA, which proceeding is not dismissed
            within 30 days; and

                  (vi) the adoption of an amendment to any Plan that, pursuant
            to Section 401(a)(29) of the Code or Section 307 of ERISA, could
            result in the loss of tax-exempt status of the trust of which such
            Plan is a part if the Borrowers or an ERISA Affiliate fails to
            timely provide security to the Plan in accordance with the
            provisions of said Sections;

            (f) within 60 days of the end of each quarterly fiscal period of the
      Borrowers (90 days after the last quarterly fiscal period in any fiscal
      year), a Quarterly Officer's Report as at the end of such period;

            (g) promptly after any Borrower knows or has reason to believe that
      any Default has occurred, a notice of such Default describing the same in
      reasonable detail and, together with such notice or as soon thereafter as
      possible, a description of the action that the Borrowers have taken or
      propose to take with respect thereto; and

            (h) from time to time such other information regarding the financial
      condition, operations, business or prospects of the Borrowers or any of
      their Subsidiaries (including, without limitation, any Plan or
      Multiemployer Plan and any reports or other information required to be
      filed under ERISA) as any Lender or the Administrative Agent may
      reasonably request.

The Borrowers will furnish to each Lender, at the time they furnish each set of
financial statements pursuant to paragraph (a) or (b) above, a certificate of a
Senior Officer (i) to the effect that no Default has occurred and is continuing
(or, if any Default has occurred and is continuing, describing the same in
reasonable detail and describing the action that the Borrowers have taken

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                                     - 80 -

or proposes to take with respect thereto) and (ii) setting forth in reasonable
detail the computations necessary to determine whether the Borrowers are in
compliance with Sections 8.07, 8.08, 8.09, 8.10, 8.11, 8.12 and 8.15 hereof
(including, without limitation, calculations demonstrating compliance with the
requirements of Section 8.09(d)(ii) hereof after giving effect to any Capital
Expenditure pursuant to Section 8.12(b) hereof) as of the end of the respective
quarterly fiscal period or fiscal year.

            8.02 Litigation. The Borrowers will promptly give to each Lender
notice of all legal or arbitral proceedings, and of all proceedings or
investigations by or before any governmental or regulatory authority or agency,
and any material development in respect of such legal or other proceedings,
affecting the Borrowers or any of their Subsidiaries or any of their Franchises,
except proceedings that, if adversely determined, could not (either individually
or in the aggregate) have a Material Adverse Effect. Without limiting the
generality of the foregoing, the Borrowers will give to each Lender (i) notice
of the assertion of any Environmental Claim by any Person against, or with
respect to the activities of, the Borrowers or any of their Subsidiaries and
notice of any alleged violation of or non-compliance with any Environmental Laws
or any permits, licenses or authorizations, other than any Environmental Claim
or alleged violation that, if adversely determined, could not (either
individually or in the aggregate) have a Material Adverse Effect and (ii) copies
of any notices received by the Borrowers or any of their Subsidiaries under any
Franchise of a material default by the Borrowers or any of their Subsidiaries in
the performance of its obligations thereunder.

            8.03 Existence, Etc. Each Borrower will, and will cause each of its
Subsidiaries to:

            (a) preserve and maintain its legal existence and all of its
      material rights, privileges, licenses and franchises (provided that
      nothing in this Section 8.03 shall prohibit any transaction expressly
      permitted under Section 8.05 hereof);

            (b) comply with the requirements of all applicable laws, rules,
      regulations and orders of governmental or regulatory authorities if
      failure to comply with such requirements could (either individually or in
      the aggregate) have a Material Adverse Effect;

            (c) pay and discharge all taxes, assessments and governmental
      charges or levies imposed on it or on its income or profits or on any of
      its Property prior to the date on which penalties attach thereto, except
      for any such tax, assessment, charge or levy the payment of which is being
      contested in good faith and by proper proceedings and against which
      adequate reserves are being maintained;

            (d) maintain, in all material respects, all of its Properties used
      or useful in its business in good working order and condition, ordinary
      wear and tear excepted;

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                                     - 81 -

            (e) keep adequate records and books of account, in which complete
      entries will be made in accordance with generally accepted accounting
      principles consistently applied; and

            (f) permit representatives of any Lender or the Administrative
      Agent, during normal business hours, to examine, copy and make extracts
      from its books and records, to inspect any of its Properties, and to
      discuss its business and affairs with its officers, all to the extent
      reasonably requested by such Lender or the Administrative Agent (as the
      case may be).

            8.04 Insurance. Each Borrower will, and will cause each of its
Subsidiaries to, maintain insurance with financially sound and reputable
insurance companies, or may self-insure, and with respect to Property and risks
of a character usually maintained by Persons engaged in the same or similar
business similarly situated, against loss, damage and liability of the kinds and
in the amounts customarily maintained by such corporations, provided that each
Borrower will in any event maintain (with respect to itself and each of its
Subsidiaries) casualty insurance and insurance against claims for damages with
respect to defamation, libel, slander, privacy or other similar injury to person
or reputation (including misappropriation of personal likeness), in such amounts
as are then customary for Persons engaged in the same or similar business
similarly situated.

            8.05 Prohibition of Fundamental Changes.

            (a) Restrictions on Merger. None of the Borrowers will nor will it
permit any of its Subsidiaries to, enter into any transaction of merger or
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution).

            (b) Restrictions on Acquisitions. None of the Borrowers will nor
will it permit any of its Subsidiaries to, acquire any business or Property
from, or capital stock of, or be a party to any acquisition of, any Person
except for purchases of equipment, programming rights and other Property to be
sold or used in the ordinary course of business, Investments permitted under
Section 8.08(f) hereof, and Capital Expenditures permitted under Section 8.12
hereof.

            (c) Restrictions on Sales and Other Dispositions. None of the
Borrowers will nor will it permit any of its Subsidiaries to, convey, sell,
lease, transfer or otherwise dispose of, in one transaction or a series of
transactions, any part of its business or Property, whether now owned or
hereafter acquired (including, without limitation, receivables and leasehold
interests, but excluding (i) obsolete or worn-out Property, tools or equipment
no longer used or useful in its business so long as the amount thereof sold in
any single fiscal year by the Borrowers and their Subsidiaries shall not have a
fair market value in excess of $10,000,000 and (ii) any equipment, programming
rights or other Property sold or disposed of in the ordinary course of business
and on ordinary business terms).

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                                     - 82 -

            (d) Certain Permitted Transactions. Notwithstanding the foregoing
provisions of this Section 8.05:

            (i) Intercompany Mergers and Consolidations. Any Borrower may be
      merged or consolidated with any other Borrower, and any Subsidiary of a
      Borrower may be merged or consolidated with or into: (x) such Borrower if
      such Borrower shall be the continuing or surviving corporation or (y) any
      other such Subsidiary; provided that if any such transaction shall be
      between a Subsidiary and a Wholly Owned Subsidiary, the Wholly Owned
      Subsidiary shall be the continuing or surviving corporation.

            (ii) Intercompany Dispositions. Any Borrower may sell, lease,
      transfer or otherwise dispose of any or all of its Property to any other
      Borrower or a Wholly Owned Subsidiary of the Borrowers, and any Subsidiary
      of a Borrower may sell, lease, transfer or otherwise dispose of any or all
      of its Property (upon voluntary liquidation or otherwise) to any Borrower
      or a Wholly Owned Subsidiary of the Borrowers.

            (iii) Permitted Dispositions. Any Borrower or any Wholly Owned
      Subsidiary of the Borrowers may enter into one or more transactions
      intended to trade (by means of either an exchange or a sale and subsequent
      purchase) one or more of the CATV Systems owned by any Borrower or any
      such Subsidiary for one or more CATV Systems owned by any other Person,
      which transactions may be effected either by

                  (I) the Borrowers or such Wholly Owned Subsidiary selling one
            or more CATV Systems owned by it, and either depositing the Net
            Available Proceeds thereof into the Collateral Account, or prepaying
            Revolving Credit Loans (and creating a Reserved Commitment Amount),
            as contemplated by the second paragraph of Section 2.10(d) hereof,
            and then within one year acquiring one or more other CATV Systems or

                  (II) exchanging one or more CATV Systems, together with cash
            not exceeding 20% of the fair market value of such acquired CATV
            Systems,

      so long as

                  (x) (A) at the time of any such transactions and after giving
            effect thereto, no Default shall have occurred and be continuing and
            (B) after giving effect to such transaction the Borrowers shall be
            in compliance with Section 8.10 hereof (the determination of such
            compliance to be calculated on a pro forma basis, as at the end of
            and for the fiscal quarter most recently ended prior to the date of
            such transaction for which financial statements of the Borrowers and
            their Subsidiaries are available, under the assumption that such
            transaction shall have occurred, and any Indebtedness in connection
            therewith shall have been incurred, at the beginning of the
            applicable period, and under the assumption that interest

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                                     - 83 -

            for such period had been equal to the actual weighted average
            interest rate in effect for the Loans hereunder on the date of such
            transaction), and the Borrowers shall have delivered to the
            Administrative Agent a certificate of a Senior Officer showing such
            calculations in reasonable detail to demonstrate such compliance,

                  (y) with respect to any single exchange of CATV Systems
            pursuant to clause (II) above, the sum of the System Cash Flow for
            the period of four fiscal quarters ending on, or most recently ended
            prior to, the date of such exchange attributable to the CATV Systems
            being exchanged does not exceed more than 15% of System Cash Flow
            for such period and

                  (z) the sum of (A) the System Cash Flow for the period
            referred to in subclause (y) above plus (B) the System Cash Flow
            attributable to all other CATV Systems previously exchanged pursuant
            to clause (II) above (whether during the period referred to in
            subclause (y) above, or prior thereto), does not exceed an amount
            equal to 35% of Adjusted System Cash Flow for the period referred to
            in subclause (y) above.

      If, in connection with an exchange permitted under this subparagraph
      (iii), the Borrowers or Wholly Owned Subsidiary receives cash in excess of
      20% of the fair market value of the acquired CATV Systems, such exchange
      shall be permitted as a sale under this subparagraph (iii) and the cash
      received by the Borrowers in connection with such transaction shall be
      applied in accordance with Section 2.10(d).

            (iv) Acquisitions. Any Borrower or a Wholly Owned Subsidiary of such
      Borrower may acquire any business or Property from, or capital stock of,
      or be a party to any acquisition of, any Person, so long as:

                  (A) the aggregate Purchase Price of any individual such
            acquisition shall not exceed $500,000,000;

                  (B) such acquisition (if by purchase of assets, merger or
            consolidation) shall be effected in such manner so that the acquired
            business, and the related assets, are owned either by a Borrower or
            a Wholly Owned Subsidiary of a Borrower and, if effected by merger
            or consolidation involving a Borrower, such Borrower shall be the
            continuing or surviving entity and, if effected by merger or
            consolidation involving a Wholly Owned Subsidiary of a Borrower,
            such Wholly Owned Subsidiary shall be the continuing or surviving
            entity;

                  (C) such acquisition (if by purchase of stock) shall be
            effected in such manner so that the acquired entity becomes a Wholly
            Owned Subsidiary of a Borrower;

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                                     - 84 -

                  (D) with respect to any acquisition involving an aggregate
            Purchase Price in excess of $50,000,000, the Borrowers shall deliver
            to the Administrative Agent (which shall promptly notify the Lenders
            of such acquisition and forward a copy to each Lender which requests
            one) (1) no later than five Business Days after the execution and
            delivery thereof, copies of the respective agreements or instruments
            pursuant to which such acquisition is to be consummated (including,
            without limitation, any related management, non-compete, employment,
            option or other material agreements), any schedules to such
            agreements or instruments and all other material ancillary documents
            to be executed or delivered in connection therewith and (2) promptly
            following request therefor (but in any event within three Business
            Days following such request), copies of such other information or
            documents relating to each such acquisition as the Administrative
            Agent shall have requested;

                  (E) with respect to any acquisition involving an aggregate
            Purchase Price in excess of $50,000,000, the Administrative Agent
            shall have received (and shall promptly forward a copy thereof to
            each Lender which requests one) a letter (in the case of each legal
            opinion delivered to the Borrowers pursuant to such acquisition)
            from each Person delivering such opinion (which shall in any event
            include an opinion of special FCC counsel) authorizing reliance
            thereon by the Administrative Agent and the Lenders;

                  (F) with respect to any acquisition involving an aggregate
            Purchase Price in excess of $50,000,000, the Borrowers shall have
            delivered to the Administrative Agent and the Lenders evidence
            satisfactory to the Administrative Agent and the Majority Lenders of
            receipt of all licenses, permits, approvals and consents, if any,
            required with respect to such acquisition (including, without
            limitation, the consents of the respective municipal franchising
            authorities to the acquisition of the respective CATV Systems being
            acquired (if any));

                  (G) the entire amount of the consideration payable by the
            Borrowers and their Subsidiaries in connection with such acquisition
            (other than customary post-closing adjustments and indemnity
            obligations, and other than Indebtedness incurred in connection with
            such acquisition that is permitted under paragraphs (c) or (f) of
            Section 8.07 hereof) shall be payable on the date of such
            acquisition;

                  (H) none of the Borrowers nor any of its Subsidiaries shall,
            in connection with such acquisition, assume or remain liable in
            respect of (x) any Indebtedness of the seller or sellers (except for
            Indebtedness permitted under Section 8.07(f) hereof) or (y) other
            obligations of the seller or sellers (except for obligations
            incurred in the ordinary course of business in operating the CATV

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                                     - 85 -

            System so acquired and necessary or desirable to the continued
            operation of such CATV System);

                  (I) to the extent the assets purchased in such acquisition
            shall be subject to any Liens not permitted hereunder, such Liens
            shall have been released (or arrangements for such release
            satisfactory to the Administrative Agent shall have been made);

                  (J) to the extent applicable, the Borrowers shall have
            complied with the provisions of Section 8.17 hereof, including,
            without limitation, to the extent not theretofore delivered,
            delivery to the Administrative Agent of (x) the certificates
            representing the shares of stock or other ownership interests,
            accompanied by undated stock powers or other powers executed in
            blank, and (y) the agreements, instruments, opinions of counsel and
            other documents required under Section 8.17 hereof;

                  (K) after giving effect to such acquisition the Borrowers
            shall be in compliance with Section 8.10 hereof (the determination
            of such compliance to be calculated on a pro forma basis, as at the
            end of and for the fiscal quarter most recently ended prior to the
            date of such acquisition for which financial statements of the
            Borrowers and their Subsidiaries are available, under the assumption
            that such acquisition shall have occurred, and any Indebtedness in
            connection therewith shall have been incurred, at the beginning of
            the applicable period, and under the assumption that interest for
            such period had been equal to the actual weighted average interest
            rate in effect for the Loans hereunder on the date of such
            acquisition), and the Borrowers shall have delivered to the
            Administrative Agent a certificate of a Senior Officer showing such
            calculations in reasonable detail to demonstrate such compliance;

                  (L) immediately prior to such acquisition and after giving
            effect thereto, no Default shall have occurred and be continuing;
            and

                  (M) the Borrowers shall deliver such other documents and shall
            have taken such other action as the Majority Lenders or the
            Administrative Agent may reasonably request.

            8.06 Limitation on Liens. None of the Borrowers will, nor will it
permit any of its Subsidiaries to, create, incur, assume or suffer to exist any
Lien upon any of its Property, whether now owned or hereafter acquired, except:

            (a) Liens created pursuant to the Security Documents;

                                Credit Agreement


                                     - 86 -

            (b) Liens in existence on the date hereof and listed in Part B of
      Schedule III hereto (or, to the extent not meeting the minimum thresholds
      for required listing on said Schedule III pursuant to Section 7.11 hereof,
      in an aggregate amount not exceeding $10,000,000);

            (c) Liens imposed by any governmental authority for taxes,
      assessments or charges not yet due or that are being contested in good
      faith and by appropriate proceedings if adequate reserves with respect
      thereto are maintained on the books of the Borrowers or the affected
      Subsidiaries, as the case may be, in accordance with GAAP;

            (d) carriers', warehousemen's, mechanics', materialmen's,
      repairmen's or other like Liens arising in the ordinary course of business
      that are not overdue for a period of more than 30 days or that are being
      contested in good faith and by appropriate proceedings and Liens securing
      judgments but only to the extent for an amount and for a period not
      resulting in an Event of Default under Section 9.01(i) hereof;

            (e) pledges or deposits under worker's compensation, unemployment
      insurance and other social security legislation;

            (f) deposits to secure the performance of bids, trade contracts
      (other than for Indebtedness), leases, statutory obligations, surety and
      appeal bonds, performance bonds and other obligations of a like nature
      incurred in the ordinary course of business;

            (g) easements, rights-of-way, restrictions and other similar
      encumbrances incurred in the ordinary course of business and encumbrances
      consisting of zoning restrictions, easements, licenses, restrictions on
      the use of Property or minor imperfections in title thereto that, in the
      aggregate, are not material in amount, and that do not in any case
      materially detract from the value of the Property subject thereto or
      interfere with the ordinary conduct of the business of the Borrowers or
      any of their Subsidiaries; and

            (h) Liens upon real and/or tangible personal Property acquired after
      the date hereof (by purchase, construction or otherwise) by the Borrowers
      or any of their Subsidiaries and securing Indebtedness permitted under
      Section 8.07(f) hereof, each of which Liens either (A) existed on such
      Property before the time of its acquisition and was not created in
      anticipation thereof or (B) was created solely for the purpose of securing
      Indebtedness representing, or incurred to finance, refinance or refund,
      the cost (including the cost of construction) of such Property; provided
      that (i) no such Lien shall extend to or cover any Property of a Borrower
      or any such Subsidiary other than the Property so acquired and
      improvements thereon and (ii) the principal amount of Indebtedness secured
      by any such Lien shall at no time exceed the fair market value (as
      determined in good faith by a Senior Officer) of such Property at the time
      it was acquired (by purchase, construction or otherwise).

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                                     - 87 -

            8.07 Indebtedness. None of the Borrowers will, nor will it permit
any of its Subsidiaries to, create, incur or suffer to exist any Indebtedness
except:

            (a) Indebtedness to the Lenders hereunder, including, without
      limitation, Incremental Facility Loans in an aggregate principal amount up
      to but not exceeding $650,000,000;

            (b) Indebtedness outstanding on the date hereof and listed in Part A
      of Schedule III hereto (or, to the extent not meeting the minimum
      thresholds for required listing on said Schedule III pursuant to Section
      7.11 hereof, in an aggregate amount not exceeding $10,000,000);

            (c) Affiliate Subordinated Indebtedness incurred in accordance with
      Section 8.13 hereof;

            (d) Indebtedness of the Borrowers to any Subsidiary of the
      Borrowers, and of any Subsidiary of the Borrowers to the Borrowers or its
      other Subsidiaries;

            (e) Indebtedness (other than Affiliate Subordinated Indebtedness) of
      the Borrowers and their Subsidiaries that is subordinated in right of
      payment to the obligations of the Borrowers and their Subsidiaries under
      the Loan Documents (and which contains terms, including in respect of
      interest, amortization, defaults, mandatory redemptions and prepayments,
      and covenants) that are in each case satisfactory to the Administrative
      Agent and the Majority Lenders; and

            (f) additional Indebtedness of the Borrowers and their Subsidiaries
      (including, without limitation, Capital Lease Obligations and other
      Indebtedness secured by Liens permitted under Section 8.06(h) hereof) up
      to but not exceeding an aggregate amount of $100,000,000 at any one time
      outstanding.

            In addition to the foregoing, the Borrowers will not, nor will they
permit their Subsidiaries to, incur or suffer to exist any obligations in an
aggregate amount in excess of $50,000,000 at any one time outstanding in respect
of surety and performance bonds backing pole rental or conduit attachments and
the like, or backing obligations under Franchises, arising in the ordinary
course of business of the CATV Systems of the Borrowers and their Subsidiaries.

            8.08 Investments. The Borrowers will not, nor will they permit any
of their Subsidiaries to, make or permit to remain outstanding any Investments
except:

            (a) Investments outstanding on the date hereof and identified in
      Part B of Schedule IV hereto;

                                Credit Agreement


                                     - 88 -

            (b) operating deposit accounts with banks;

            (c) Permitted Investments;

            (d) Investments by the Borrowers and their Subsidiaries in the
      Borrowers and their Subsidiaries;

            (e) Interest Rate Protection Agreements entered into in the ordinary
      course of business of the Borrowers and not for speculative purposes;

            (f) Investments by the Borrowers and their Subsidiaries consisting
      of exchanges or acquisitions permitted under subparagraphs (iii) or (iv)
      of Section 8.05(d);

            (g) Investments consisting of the issuance of a Letter of Credit for
      the account of the Borrowers to support an obligation of an Affiliate of
      the Borrowers, in such amounts as would be permitted under Section
      8.09(d)(ii) hereof; and

            (h) additional Investments (including, without limitation,
      Investments by the Borrowers or any of their Subsidiaries in Affiliates of
      the Borrowers), so long as the aggregate amount of all such Investments
      shall not exceed $300,000,000.

            8.09 Restricted Payments. The Borrowers will not make any Restricted
Payment at any time, provided that, so long as at the time thereof, and after
giving effect thereto, no Default or Event of Default shall have occurred and be
continuing, the Borrowers may make the following Restricted Payments (subject,
in each case, to the applicable conditions set forth below):

            (a) the Borrowers may make Restricted Payments in cash to their
      members in an amount equal to the Tax Payment Amount with respect to any
      fiscal period or portion thereof (net of Restricted Payments previously
      made under this paragraph (a) in respect of such period), so long as at
      least fifteen days prior to making any such Restricted Payment, the
      Borrowers shall have delivered to each Lender (i) notification of the
      amount and proposed payment date of such Restricted Payment and (ii) a
      statement of a Senior Officer (and, in the event such period is a full
      fiscal year, the Borrower's independent certified public accountants)
      setting forth a detailed calculation of the Tax Payment Amount for such
      period and showing the amount of such Restricted Payment and all previous
      Restricted Payments made pursuant to this Section 8.09(a) in respect of
      such period;

            (b) the Borrowers may make payments in cash in respect of Management
      Fees to the extent permitted under Section 8.11 hereof;

                                Credit Agreement


                                     - 89 -

            (c) the Borrowers may make payments in cash in respect of the
      interest on Affiliate Subordinated Indebtedness constituting Supplemental
      Capital or Cure Monies; and

            (d) the Borrowers may make payments in cash in respect of the
      principal of Affiliate Subordinated Indebtedness and distributions in
      respect of the equity capital of the Borrowers and may request the
      issuance of Affiliate Letters of Credit (such payment and issuance being
      collectively called "Permitted Transactions"), so long as

                  (i) in the case of any Permitted Transaction consisting of a
            payment in respect of the principal of Affiliate Subordinated
            Indebtedness, or distribution in respect of equity capital,
            constituting Cure Monies, at least one complete fiscal quarter shall
            have elapsed subsequent to the last date upon which the Borrowers
            shall have utilized their cure rights under Section 9.02 hereof,
            without the occurrence of any Event of Default (and, for purposes
            hereof, unless the Borrowers indicate otherwise at the time of any
            such payment, such payment or distribution shall be deemed to be
            made first from Cure Monies and second from Supplemental Capital);

                  (ii) after giving effect to any Permitted Transaction during
            any fiscal quarter (the "current fiscal quarter") and to the making
            of any Capital Expenditures pursuant to Section 8.12(b) hereof
            during the current fiscal quarter, the Borrowers would (as at the
            last day of the most recent fiscal quarter immediately prior to the
            current fiscal quarter) have been in compliance on a pro forma basis
            with Section 8.10 hereof, the determination of such compliance to be
            determined as if

                     (x) for purposes of calculating the Total Leverage Ratio,
               there were added to Indebtedness the sum (herein, the "Relevant
               Sum") of the amount of such Permitted Transaction plus the amount
               of all other Permitted Transactions made during the current
               fiscal quarter through the date of such Permitted Transaction,
               minus the amount of Special Reductions through such date plus the
               amount of any such Capital Expenditures, and

                     (y) for purposes of calculating the Interest Coverage Ratio
               and Debt Service Coverage Ratio, the Relevant Sum plus any Cure
               Monies received during the period for which the Interest Coverage
               Ratio or Debt Service Coverage Ratio is calculated represented
               additional principal of the Loans outstanding hereunder at all
               times during the respective fiscal quarter for which such Ratios
               are calculated and the amount of interest that would have been
               payable hereunder during such fiscal quarter was recalculated to
               take into account such additional principal;

                                Credit Agreement


                                     - 90 -

                  (iii) after giving effect to distributions made in respect of
            the equity capital of any Borrower, the Equity Contribution Amount
            shall not be less than zero; and

                  (iv) the aggregate amount of Permitted Transactions as at any
            date (minus the aggregate amount of Special Reductions through such
            date), shall not exceed the Applicable Permitted Transaction Amount
            for such date.

            Nothing herein shall be deemed to prohibit the payment of dividends
by any Subsidiary of a Borrower to such Borrower or to any other Subsidiary of
such Borrower.

            8.10 Certain Financial Covenants.

            (a) Total Leverage Ratio. The Borrowers will not permit the Total
Leverage Ratio to exceed the following respective ratios at any time during the
following respective periods:



                                                    Total
          Period                               Leverage Ratio
          ------                               --------------
                                            
From the Closing Date
  through March 31, 2006                          6.00 to 1
From April 1, 2006
  through March 31, 2007                          5.75 to 1
From April 1, 2007
  through March 31, 2008                          5.50 to 1
From April 1, 2008
  through March 31, 2009                          4.75 to 1
From April 1, 2009
  and at all times thereafter                     4.50 to 1


                                Credit Agreement



                                     - 91 -

            (b) Interest Coverage Ratio. The 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                                                    Ratio
          ------                                                    -----
                                                               
From the Closing Date
  through March 31, 2006                                          1.50 to 1
From April 1, 2006
  through March 31, 2007                                          1.60 to 1
From April 1, 2007
  through March 31, 2008                                          1.70 to 1
From April 1, 2008
  through March 31, 2009                                          1.90 to 1
From April 1, 2009
  and at all times thereafter                                     2.00 to 1


            (c) Debt Service Coverage Ratio. The Borrowers will not permit the
Debt Service Coverage Ratio to be less than 1.10 to 1 as at any time.

            8.11 Management Fees. The Borrowers will not permit the aggregate
amount of Management Fees accrued in respect of any fiscal year of the Borrowers
to exceed 4.50% of the Gross Operating Revenue of the Borrowers and their
Subsidiaries for such fiscal year. In addition, the Borrowers will not, as at
the last day of the first, second and third fiscal quarters in any fiscal year,
permit the amount of Management Fees paid during the portion of such fiscal year
ending with such fiscal quarter to exceed 4.50% of the Gross Operating Revenue
of the Borrowers and their Subsidiaries for such portion of such fiscal year
(based upon the financial statements of the Borrowers provided pursuant to
Section 8.01(a) hereof), provided that in any event the Borrowers will not pay
any Management Fees at any time following the occurrence and during the
continuance of any Default. Any Management Fees that are accrued for any fiscal
quarter (the "current fiscal quarter") but which are not paid during the current
fiscal quarter may be paid at any time during the period of four fiscal quarters
following the current fiscal quarter (and for these purposes any payment of
Management Fees during such period shall be deemed to be applied to Management
Fees in the order of the fiscal quarters in respect of which such Management
Fees are accrued). Any Management Fees which may not be paid as a result of the
limitations set forth in the forgoing provisions of this Section 8.11 shall be
deferred and shall not be payable until the principal of and interest on the
Loans, and all other amounts owing hereunder, shall have been paid in full.

                                Credit Agreement



                                     - 92 -

            For purposes of this Section 8.11 "Gross Operating Revenue" shall
mean the aggregate gross operating revenues derived by the Borrowers and their
Subsidiaries from their CATV Systems and from related communications businesses,
including the sale of local advertising on CATV Systems, as determined in
accordance with GAAP excluding, however, revenue or income derived by the
Borrowers from any of the following sources: (i) from the sale of any asset of
such CATV Systems not in the ordinary course of business, (ii) interest income,
(iii) proceeds from the financing or refinancing of any Indebtedness of the
Borrowers or any of their Subsidiaries and (iv) extraordinary gains in
accordance with GAAP.

            None of the Borrowers nor any of their Subsidiaries shall be
obligated to pay Management Fees to any Person, unless the Borrowers and such
Person shall have executed and delivered to the Administrative Agent a
Management Fee Subordination Agreement, and none of the Borrowers nor any of its
Subsidiaries shall pay Management Fees to any Person except to the extent
permitted under the respective Management Fee Subordination Agreement to which
such Person is a party.

            None of the Borrowers nor any of their Subsidiaries shall employ or
retain any executive management personnel (or pay any Person, other than the
Manager, in respect of executive management personnel or matters, for the
Borrowers or any of their Subsidiaries), it being the intention of the parties
hereto that all executive management personnel required in connection with the
business or operations of the Borrowers and their Subsidiaries shall be
employees of the Manager (and that the Executive Compensation for such employees
shall be covered by Management Fees payable hereunder). For purposes hereof,
"executive management personnel" shall not include any individual (such as a
system manager or a regional manager) who is employed solely in connection with
the day-to-day operations of a CATV System or a Region.

            8.12 Capital Expenditures.

            (a) Scheduled Capital Expenditures. The Borrowers will not permit
the aggregate amount of Capital Expenditures to exceed the following respective
amounts for the following respective fiscal years of the Borrowers:



Fiscal Year Ending                                             Amount
- ------------------                                         --------------
                                                        
December 31, 2004                                          $   85,000,000
December 31, 2005                                          $  106,000,000
December 31, 2006                                          $  120,000,000
December 31, 2007                                          $  121,000,000
December 31, 2008                                          $  114,000,000
December 31, 2009                                          $   97,000,000
December 31, 2010                                          $   97,000,000
December 31, 2011                                          $   97,000,000


                                Credit Agreement

                                     - 93 -


                                                        
December 31, 2012                                          $   94,000,000
December 31, 2013                                          $   91,000,000


provided that, the amounts set forth above for any fiscal year of the Borrowers
in which the Borrowers enter into an Acquisition pursuant to Section 8.05(d)(iv)
shall be increased by such amount (which amount shall be based on a proposed
budget and operating plan set forth in such notice) as the Borrowers shall
propose in a notice to the Administrative Agent (which shall promptly provide a
copy thereof to the Lenders), or directly to the Lenders, which increase shall
become effective unless the Requisite Lenders object to such amount, by notice
to the Administrative Agent, within 10 Business Days following the Lenders'
receipt of the Borrowers' notice from the Administrative Agent or from the
Borrowers. "Requisite Lenders" shall mean Lenders having at least 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 Liabilities in respect of Incremental Facility Letters of
Credit 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.

            If the aggregate amount of Capital Expenditures for any fiscal year
of the Borrowers shall be less than the amount set forth opposite such fiscal
year in the schedule above, then the shortfall shall be added to the amount of
Capital Expenditures permitted for the immediately succeeding (but not any
other) fiscal year and, for purposes hereof, the amount of Capital Expenditures
made during any fiscal year shall be deemed to have been made first from the
carryover from any previous fiscal year and last from the permitted amount for
such fiscal year.

            (b) Additional Capital Expenditures. In addition to the Capital
Expenditures permitted under paragraph (a) above, the Borrowers and their
Subsidiaries may make Additional Capital Expenditures during any fiscal quarter
in such amounts as would be permitted under Section 8.09(d)(ii) (in the case of
a payment of principal of Affiliate Subordinated Indebtedness, as if such
Capital Expenditure constituted a payment in respect of Supplemental Capital
thereunder).

                                Credit Agreement


                                     - 94 -

            8.13 Affiliate and Additional Subordinated Indebtedness.

            (a) Affiliate Subordinated Indebtedness. The Borrowers may at any
time after the date hereof incur Affiliate Subordinated Indebtedness to Mediacom
LLC or one or more other Affiliates, so long as the proceeds of any such
Affiliate Subordinated Indebtedness constituting Cure Monies are immediately
applied, first, ratably among the Term Loans and Incremental Facility Term Loans
of each Series hereunder and, second, after prepayment in full of all Term Loans
and Incremental Facility Term Loans, to prepayments of the Revolving Credit
Loans and Incremental Facility Revolving Credit Loans of each Series hereunder.
Prepayments of Term Loans and Incremental Facility Term Loans of each Series
shall be applied to the respective installments thereof ratably in accordance
with the respective principal amounts thereof.

            (b) Repayment of Affiliate Subordinated Indebtedness. The Borrowers
will not, nor will they permit any of their Subsidiaries to, purchase, redeem,
retire or otherwise acquire for value, or set apart any money for a sinking,
defeasance or other analogous fund for the purchase, redemption, retirement or
other acquisition of, or make any voluntary payment or prepayment of the
principal of or interest on, or any other amount owing in respect of, any
Affiliate Subordinated Indebtedness, except to the extent permitted under
Section 8.09 hereof.

            (c) Repayment of Certain Other Indebtedness. The Borrowers will not,
nor will they permit any of their Subsidiaries to, purchase, redeem, retire or
otherwise acquire for value, or set apart any money for a sinking, defeasance or
other analogous fund for the purchase, redemption, retirement or other
acquisition of, or make any voluntary payment or prepayment of the principal of
or interest on, or any other amount owing in respect of, any Indebtedness at any
time issued pursuant to Section 8.07(e).

            8.14 Lines of Business. The Borrowers will at all times ensure that
not more than 15% of gross operating revenue of the Borrowers and their
Subsidiaries for any fiscal year shall be derived from any line or lines of
business activity other than the business of owning and operating CATV Systems
and related communications businesses, including the sale of local advertising
on CATV systems.

            8.15 Transactions with Affiliates. Except as expressly permitted by
this Agreement, none of the Borrowers will, nor will it permit any of its
Subsidiaries to, directly or indirectly: (a) make any Investment in an Affiliate
except for Investments permitted under Section 8.08(h), provided that, the
monetary or business consideration arising therefrom would be substantially as
advantageous to a Borrower and its Subsidiaries as the monetary or business
consideration that would obtain in a comparable transaction with a Person not an
Affiliate; (b) transfer, sell, lease, assign or otherwise dispose of any
Property to an Affiliate; (c) merge into or consolidate with or purchase or
acquire Property from an Affiliate; (d) make any contribution towards, or
reimbursement for, any Federal income taxes payable by any shareholder or member

                                Credit Agreement


                                     - 95 -

of a Borrower or any of its Subsidiaries in respect of income of a Borrower; or
(e) enter into any other transaction directly or indirectly with or for the
benefit of an Affiliate (including, without limitation, Guarantees and
assumptions of obligations of an Affiliate); provided that

            (i) any Affiliate who is an individual may serve as a director,
      officer or employee of a Borrower or any of its Subsidiaries and receive
      reasonable compensation for his or her services in such capacity,

            (ii) a Borrower and its Subsidiaries may enter into transactions
      (other than extensions of credit by such Borrower or any of its
      Subsidiaries to an Affiliate) providing for the leasing of Property, the
      rendering or receipt of services or the purchase or sale of equipment,
      programming rights, advertising time and other Property in the ordinary
      course of business, or the purchase, sale, exchange or swapping of CATV
      Systems or portions thereof, if the monetary or business consideration
      arising therefrom would be substantially as advantageous to such Borrower
      and its Subsidiaries as the monetary or business consideration that would
      obtain in a comparable transaction with a Person not an Affiliate,

            (iii) the Borrowers may enter into and perform their respective
      obligations under, the Management Agreements, and

            (iv) the Borrowers and their Subsidiaries may pay to the Manager the
      aggregate amount of intercompany shared expenses payable to Mediacom LLC
      that are allocated by Mediacom LLC and MCC to the Borrowers and their
      Subsidiaries in accordance with Section 5.04 of the Guarantee and Pledge
      Agreement.

            8.16 Use of Proceeds.

            (a) Revolving Credit and Term Loans. The Borrowers will use the
proceeds of the Revolving Credit Loans and Term Loans hereunder solely to (i)
refinance, within the applicable availability period, the loans outstanding
under the Existing Credit Agreements, (ii) repay Affiliate Subordinated
Indebtedness and make other Restricted Payments, (iii) pay Management Fees, (iv)
make Investments permitted under Section 8.08 hereof, (v) finance capital
expenditures, repay Indebtedness (including other Loans hereunder) and meet
working capital needs of the Borrowers and their Subsidiaries and acquisitions
permitted hereunder and (vi) pay fees and expenses related to any of the
foregoing (in each case in compliance with all applicable legal and regulatory
requirements); provided that (x) any borrowing of Revolving Credit Loans
hereunder that would constitute a utilization of any Reserved Commitment Amount
shall be applied solely to make Acquisitions, or to make prepayments of Loans
under Section 2.10(d) hereof and (y) neither the Administrative Agent nor any
Lender shall have any responsibility as to the use of any of such proceeds.

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                                     - 96 -

            (b) Incremental Facility Loans. The Borrowers will use the proceeds
of the Incremental Facility Loans for any of the purposes described in paragraph
(a) above and, in the case of Refinancing Incremental Facility Loans, to
refinance Loans hereunder as contemplated by the definition of "Refinancing" in
Section 1.01 hereof (in each case in compliance with all applicable legal and
regulatory requirements); provided that neither the Administrative Agent nor any
Lender shall have any responsibility as to the use of any of such proceeds.

            8.17 Certain Obligations Respecting Subsidiaries; Further
Assurances.

            (a) Subsidiary Guarantors. In the event that any Borrower or any of
its Subsidiaries shall form or acquire any Subsidiary after the date hereof,
such Borrower shall cause, and shall cause its Subsidiaries to cause, such
Subsidiary to:

            (i) execute and deliver to the Administrative Agent a Subsidiary
      Guarantee Agreement in the form of Exhibit E hereto (and, thereby, to
      become a "Subsidiary Guarantor", and an "Obligor" hereunder and a
      "Securing Party" under the Pledge Agreement);

            (ii) deliver the shares of its stock or other ownership interests
      accompanied by undated stock powers or other powers executed in blank to
      the Administrative Agent, and to take other such action, as shall be
      necessary to create and perfect valid and enforceable first priority Liens
      (subject to Liens permitted under Section 8.06 hereof) on substantially
      all of the Property of such new Subsidiary as collateral security for the
      obligations of such new Subsidiary under the Subsidiary Guarantee
      Agreement, and

            (iii) deliver such proof of corporate action, limited liability
      company action or partnership action, as the case may be, incumbency of
      officers, opinions of counsel and other documents as is consistent with
      those delivered by each Obligor pursuant to Section 6.01 hereof on the
      Closing Date or as the Administrative Agent shall have reasonably
      requested.

            (b) Ownership of Subsidiaries. Each Borrower will, and will cause
each of its Subsidiaries to, take such action from time to time as shall be
necessary to ensure that each of its Subsidiaries is a Wholly Owned Subsidiary.
In the event that any additional shares of stock or other ownership interests
shall be issued by any Subsidiary of a Borrower, such Borrower agrees forthwith
to deliver to the Administrative Agent pursuant to the Pledge Agreement the
certificates evidencing such shares of stock or other ownership interests,
accompanied by undated stock or other powers executed in blank and to take such
other action as the Administrative Agent shall request to perfect the security
interest created therein pursuant to the Pledge Agreement.

            (c) Further Assurances. Each Borrower will, and will cause each of
its Subsidiaries to, take such action from time to time (including filing
appropriate Uniform

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                                     - 97 -

Commercial Code financing statements and executing and delivering such
assignments, security agreements and other instruments) as shall be requested by
the Administrative Agent to create, in favor of the Administrative Agent for the
benefit of the Lenders, perfected security interests and Liens in shares of
stock or other ownership interests of their Subsidiaries. In addition, the
Borrowers will not issue additional equity interests ("Additional Equity
Interests") after the date hereof to any Person (a "New Equity Owner") other
than Mediacom LLC (as to which the provisions of the Guarantee and Pledge
Agreement shall be applicable) unless such New Equity Owner shall:

            (i) pledge such Additional Equity Interests to the Administrative
      Agent on behalf of the Lenders pursuant to a pledge agreement in
      substantially the form (other than negative covenants) of the Guarantee
      and Pledge Agreement and otherwise in form and substance satisfactory to
      the Administrative Agent;

            (ii) deliver to the Administrative Agent any certificates evidencing
      the Additional Equity Interests accompanied by undated powers executed in
      blank;

            (iii) deliver to the Administrative Agent such proof of corporate
      action, limited liability company, partnership or other action, as
      applicable, incumbency of officers, opinions of counsel and other
      documents as is consistent with those delivered by Mediacom LLC pursuant
      to Section 6.01 hereof on the Closing Date or as the Administrative Agent
      shall have reasonably requested; and,

            (iv) take other such additional action, as shall be necessary to
      create and perfect valid and enforceable first priority security interests
      in the Additional Equity Interests in favor of the Administrative Agent.

            (d) Certain Restrictions. The Borrowers will not, and will not
permit any of their Subsidiaries to, directly or indirectly, enter into, incur
or permit to exist any agreement or other arrangement that prohibits, restricts
or imposes any condition upon (a) the ability of the Borrowers or any Subsidiary
to create, incur or permit to exist any Lien upon any of its property or assets
securing the obligations of the Borrowers or any Subsidiary under any of the
Loan Documents or (b) the ability of any Subsidiary to pay dividends or other
distributions with respect to any shares of its capital stock or other ownership
interests or to make or repay loans or advances to the Borrowers or any
Subsidiary or to Guarantee Indebtedness of the Borrowers or any Subsidiary under
any of the Loan Documents; provided that (i) the foregoing shall not apply to
restrictions and conditions imposed by law or by any of the Loan Documents, (ii)
the foregoing shall not apply to customary restrictions and conditions contained
in agreements relating to the sale of a Subsidiary pending such sale, provided
such restrictions and conditions apply only to the Subsidiary that is to be sold
and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall
not apply to restrictions or conditions imposed by any agreement relating to
secured Indebtedness permitted by this Agreement or any other Loan Document if
such restrictions or conditions apply only to the property or assets securing
such

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                                     - 98 -

Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary
provisions in leases and other contracts restricting the assignment thereof.

            8.18 Modifications of Certain Documents. The Borrowers will not
consent to any modification, supplement or waiver of any of the provisions of
any Management Agreement (other than modifications, supplements or waivers that
do not alter any of the material rights or obligations of the Borrowers
thereunder, it being understood that any modification of the management fee
provisions thereof that would have the effect of increasing the management fees
payable pursuant thereto shall be deemed material for purposes hereof) or any
agreement, instrument or other document evidencing or relating to Affiliate
Subordinated Indebtedness or Indebtedness permitted under Section 8.07(e) hereof
without the prior consent of the Administrative Agent (with the approval of the
Majority Lenders).

            Section 9. Events of Default.

            9.01 Events of Default. If one or more of the following events
(herein called "Events of Default") shall occur and be continuing:

            (a) The Borrowers shall default in the payment when due (whether at
      stated maturity or upon mandatory or optional prepayment) of any principal
      of or interest on any Loan or any Reimbursement Obligation, any fee or any
      other amount payable by them hereunder or under any other Loan Document;
      or

            (b) Any Borrower or any Subsidiary of a Borrower shall default in
      the payment when due of any principal of or interest on any of its other
      Indebtedness aggregating $10,000,000 or more; or any event specified in
      any note, agreement, indenture or other document evidencing or relating to
      any such Indebtedness shall occur if the effect of such event is to cause,
      or (without the lapse of time or the taking of any action, other than the
      giving of notice) to permit the holder or holders of such Indebtedness (or
      a trustee or agent on behalf of such holder or holders) to cause, such
      Indebtedness to become due, or to be prepaid in full (whether by
      redemption, purchase, offer to purchase or otherwise), prior to its stated
      maturity; or any Borrower shall default in the payment when due of any
      amount aggregating $10,000,000 or more under any Interest Rate Protection
      Agreement; or any event specified in any Interest Rate Protection
      Agreement shall occur if the effect of such event is to cause, or (with
      the giving of any notice or the lapse of time or both) to permit,
      termination or liquidation payment or payments aggregating $10,000,000 or
      more to become due under such Interest Rate Protection Agreement; or

            (c) Any representation, warranty or certification made or deemed
      made herein or in any other Loan Document (or in any modification or
      supplement hereto or thereto) by any Obligor, or any certificate furnished
      to any Lender or the Administrative Agent

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                                     - 99 -

      pursuant to the provisions hereof or thereof, shall prove to have been
      false or misleading as of the time made or furnished in any material
      respect; or

            (d) Any Borrower shall default in the performance of any of its
      obligations under any of Sections 8.01(g), 8.05, 8.06, 8.07, 8.08, 8.09,
      8.10, 8.11, 8.12, 8.13, 8.15, 8.17 or 8.18 hereof; or any Borrower shall
      default in the performance of any of its other obligations in this
      Agreement or any Obligor shall default in the performance of its
      obligations under any other Loan Document to which it is a party, and such
      default shall continue unremedied for a period of thirty or more days
      after notice thereof to the Borrowers by the Administrative Agent or any
      Lender (through the Administrative Agent); or

            (e) Any Obligor shall admit in writing its inability to, or be
      generally unable to, pay its debts as such debts become due; or

            (f) Any Obligor shall (i) apply for or consent to the appointment
      of, or the taking of possession by, a receiver, custodian, trustee,
      examiner or liquidator of itself or of all or a substantial part of its
      Property, (ii) make a general assignment for the benefit of its creditors,
      (iii) commence a voluntary case under the Bankruptcy Code, (iv) file a
      petition seeking to take advantage of any other law relating to
      bankruptcy, insolvency, reorganization, liquidation, dissolution,
      arrangement or winding-up, or composition or readjustment of debts, (v)
      fail to controvert in a timely and appropriate manner, or acquiesce in
      writing to, any petition filed against it in an involuntary case under the
      Bankruptcy Code or (vi) take any corporate action for the purpose of
      effecting any of the foregoing; or

            (g) A proceeding or case shall be commenced, without the application
      or consent of any Obligor, in any court of competent jurisdiction, seeking
      (i) its reorganization, liquidation, dissolution, arrangement or
      winding-up, or the composition or readjustment of its debts, (ii) the
      appointment of a receiver, custodian, trustee, examiner, liquidator or the
      like of such Obligor or of all or any substantial part of its Property or
      (iii) similar relief in respect of such Obligor under any law relating to
      bankruptcy, insolvency, reorganization, winding-up, or composition or
      adjustment of debts, and such proceeding or case shall continue
      undismissed, or an order, judgment or decree approving or ordering any of
      the foregoing shall be entered and continue unstayed and in effect, for a
      period of 60 or more days; or an order for relief against such Obligor
      shall be entered in an involuntary case under the Bankruptcy Code; or

            (h) Any Borrower shall be terminated, dissolved or liquidated (as a
      matter of law or otherwise), or proceedings shall be commenced by a
      Borrower seeking the termination, dissolution or liquidation of a
      Borrower, or proceedings shall be commenced by any Person (other than the
      Borrowers) seeking the termination, dissolution or

                                Credit Agreement


                                    - 100 -

      liquidation of a Borrower and such proceeding shall continue undismissed
      for a period of 60 or more days; or

            (i) A final judgment or judgments for the payment of money of
      $10,000,000 or more in the aggregate (exclusive of judgment amounts fully
      covered by insurance where the insurer has admitted liability in respect
      of such judgment) or of $20,000,000 or more in the aggregate (regardless
      of insurance coverage) shall be rendered by one or more courts,
      administrative tribunals or other bodies having jurisdiction against the
      Borrowers or any of their Subsidiaries and the same shall not be
      discharged (or provision shall not be made for such discharge), or a stay
      of execution thereof shall not be procured, within 30 days from the date
      of entry thereof and the relevant Borrower or Subsidiary shall not, within
      said period of 30 days, or such longer period during which execution of
      the same shall have been stayed, appeal therefrom and cause the execution
      thereof to be stayed during such appeal; or

            (j) An event or condition specified in Section 8.01(e) hereof shall
      occur or exist with respect to any Plan or Multiemployer Plan and, as a
      result of such event or condition, together with all other such events or
      conditions, the Borrowers or any ERISA Affiliate shall incur or in the
      opinion of the Majority Lenders shall be reasonably likely to incur a
      liability to a Plan, a Multiemployer Plan or the PBGC (or any combination
      of the foregoing) that, in the determination of the Majority Lenders,
      would (either individually or in the aggregate) have a Material Adverse
      Effect; or

            (k) A reasonable basis shall exist for the assertion against any
      Borrower or any of its Subsidiaries, or any predecessor in interest of any
      Borrower or any of its Subsidiaries or Affiliates, of (or there shall have
      been asserted against any Borrower or any of its Subsidiaries) an
      Environmental Claim that, in the judgment of the Majority Lenders is
      reasonably likely to be determined adversely to such Borrower or any of
      its Subsidiaries, and the amount thereof (either individually or in the
      aggregate) is reasonably likely to have a Material Adverse Effect (insofar
      as such amount is payable by such Borrower or any of its Subsidiaries but
      after deducting any portion thereof that is reasonably expected to be paid
      by other creditworthy Persons jointly and severally liable therefor); or

            (l) A Change of Control shall occur and be continuing; or

            (m) Except for Franchises that cover fewer than 10% of the Basic
      Subscribers of the Borrowers and their Subsidiaries (determined as at the
      last day of the most recent fiscal quarter for which a Quarterly Officers'
      Report shall have been delivered) one or more Franchises relating to the
      CATV Systems of the Borrowers and their Subsidiaries shall be terminated
      or revoked such that the respective Borrower or Subsidiary is no longer
      able to operate such Franchises and retain the revenue received therefrom
      or the respective Borrower or Subsidiary or the grantors of such
      Franchises shall fail to renew

                                Credit Agreement


                                    - 101 -

      such Franchises at the stated expiration thereof such that the respective
      Borrower or Subsidiary is no longer able to operate such Franchises and
      retain the revenue received therefrom; or

            (n) The Liens created by the Security Documents shall at any time
      not constitute a valid and perfected Lien on the collateral intended to be
      covered thereby (to the extent perfection by control, filing,
      registration, recordation or possession is required herein or therein) in
      favor of the Administrative Agent, free and clear of all other Liens
      (other than Liens permitted under Section 8.06 hereof or under the
      respective Security Documents), or, except for expiration in accordance
      with its terms, any of the Security Documents shall for whatever reason be
      terminated or cease to be in full force and effect, or the enforceability
      thereof shall be contested by any Obligor; or

            (o) Any Operating Agreement shall be modified without the prior
      consent of the Administrative Agent (with the approval of the Majority
      Lenders) in any manner that would adversely affect the obligations of the
      Borrowers, or the rights of the Lenders or the Administrative Agent,
      hereunder or under any of the other Loan Documents;

THEREUPON: (1) in the case of an Event of Default other than one referred to in
clause (f) or (g) of this Section 9.01 with respect to any Borrower, the
Administrative Agent shall, if instructed by the Majority Lenders, by notice to
the Borrowers, terminate the Commitments and/or declare the principal amount
then outstanding of, and the accrued interest on, the Loans, the Reimbursement
Obligations and all other amounts payable by the Borrowers hereunder (including,
without limitation, any amounts payable under Section 5.05 or 5.06 hereof) to be
forthwith due and payable, whereupon such amounts shall be immediately due and
payable without presentment, demand, protest or other formalities of any kind,
all of which are hereby expressly waived by the Borrowers; and (2) in the case
of the occurrence of an Event of Default referred to in clause (f) or (g) of
this Section 9.01 with respect to any Borrower, the Commitments shall
automatically be terminated and the principal amount then outstanding of, and
the accrued interest on, the Loans, Reimbursement Obligations and all other
amounts payable by the Borrowers hereunder (including, without limitation, any
amounts payable under Section 5.05 or 5.06 hereof) shall automatically become
immediately due and payable without presentment, demand, protest or other
formalities of any kind, all of which are hereby expressly waived by the
Borrowers.

            In addition, upon the occurrence and during the continuance of any
Event of Default (if the Administrative Agent has declared the principal amount
then outstanding of, and accrued interest on, the Revolving Credit Loans and all
other amounts payable by the Borrowers hereunder to be due and payable), the
Borrowers agree that they shall, if requested by the Administrative Agent or the
Majority Revolving Credit Lenders through the Administrative Agent (and, in the
case of any Event of Default referred to in clause (f) or (g) of this Section
9.01 with respect to the Borrowers, forthwith, without any demand or the taking
of any other action by the Administrative Agent or such Lenders) provide cover
for the Letter of Credit Liabilities

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                                    - 102 -

by paying to the Administrative Agent immediately available funds in an amount
equal to the then aggregate undrawn face amount of all Letters of Credit, which
funds shall be held by the Administrative Agent in the Collateral Account as
collateral security in the first instance for the Letter of Credit Liabilities
and be subject to withdrawal only as therein provided.

            9.02 Certain Cure Rights.

            (a) Total Leverage Ratio. Notwithstanding the provisions of Section
9.01 hereof, but without limiting the obligations of the Borrowers under Section
8.10(a) hereof, a breach by the Borrowers as of the last day of any fiscal
quarter or any fiscal year of its obligations under said Section 8.10(a) shall
not constitute an Event of Default hereunder (except for purposes of Section 6
hereof) until the date (for purposes of this clause (a), the "Cut-Off Date")
which is the earlier of the date thirty days after (a) the date the financial
statements for the Borrowers and their Subsidiaries with respect to such fiscal
quarter or fiscal year, as the case may be, are delivered pursuant to Section
8.01(a) or 8.01(b) hereof or (b) the latest date on which such financial
statements are required to be delivered pursuant to said Section 8.01(a) or
8.01(b), provided that, if following the last day of such fiscal quarter or
fiscal year and prior to the Cut-Off Date, the Borrowers shall have received
Cure Monies (and shall have applied the proceeds thereof to the prepayment of
the Loans hereunder, which prepayment, in the case of Affiliate Subordinated
Indebtedness, shall be effected in the manner provided in Section 8.13(a)
hereof), or shall have prepaid the Loans hereunder from available cash, in an
amount sufficient to bring the Borrowers into compliance with said Section
8.10(a) assuming that the Total Leverage Ratio, as of the last day of such
fiscal quarter or fiscal year, as the case may be, were recalculated to subtract
such prepayment from the aggregate outstanding amount of Indebtedness, then such
breach or breaches shall be deemed to have been cured; provided, further, that
breaches of Section 8.10 hereof (including pursuant to paragraph (b) below) may
not be deemed to be cured pursuant to this Section 9.02 (x) more than three
times during the term of this Agreement or (y) during consecutive fiscal
quarters.

            (b) Interest Coverage Ratio; Debt Service Coverage Ratio.
Notwithstanding the provisions of Section 9.01 hereof, but without limiting the
obligations of the Borrowers under Section 8.10(b) or 8.10(c) hereof, a breach
by the Borrowers as of the last day of any fiscal quarter or any fiscal year of
its obligations under said Section 8.10(b) or 8.10(c) shall not constitute an
Event of Default hereunder (except for purposes of Section 6 hereof) until the
date (for purposes of this clause (b), the "Cut-Off Date") which is the earlier
of the date thirty days after (a) the date the financial statements for the
Borrowers and their Subsidiaries with respect to such fiscal quarter or fiscal
year, as the case may be, are delivered pursuant to Section 8.01(a) or 8.01(b)
hereof or (b) the latest date on which such financial statements are required to
be delivered pursuant to said Section 8.01(a) or 8.01(b), provided that, if
following the last day of such fiscal quarter or fiscal year and prior to the
Cut-Off Date, the Borrowers shall have received Cure Monies (and shall have
applied the proceeds thereof to the prepayment of the Loans hereunder, which
prepayment, in the case of Affiliate Subordinated Indebtedness, shall be
effected in the manner provided in Section 8.13(a) hereof), or shall have
prepaid the Loans

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                                    - 103 -

hereunder from available cash, in an amount sufficient to bring the Borrowers
into compliance with said Section 8.10(b) or 8.10(c) assuming that the Interest
Coverage Ratio and the Debt Service Coverage Ratio (as the case may be), as of
the last day of such fiscal quarter or fiscal year, as the case may be, were
recalculated to deduct from Interest Expense the aggregate amount of interest
that would not have been required to be paid hereunder if such prepayment had
been made on the first day of the period for which the Interest Coverage Ratio
and the Debt Service Coverage Ratio is determined under said Section 8.10(b) or
8.10(c), then such breach or breaches shall be deemed to have been cured;
provided, further, that breaches of Section 8.10 hereof (including pursuant to
paragraph (a) above) may not be deemed to be cured pursuant to this Section 9.02
(x) more than three times during the term of this Agreement or (y) during
consecutive fiscal quarters.

            Section 10. The Administrative Agent.

            10.01 Appointment, Powers and Immunities. Each Lender hereby
appoints and authorizes the Administrative Agent to act as its agent hereunder
and under the other Loan Documents with such powers as are specifically
delegated to the Administrative Agent by the terms of this Agreement and under
the other Loan Documents, together with such other powers as are reasonably
incidental thereto. The Administrative Agent (which term as used in this
sentence and in Section 10.05 and the first sentence of Section 10.06 hereof
shall include reference to its affiliates and its own and its affiliates'
officers, directors, employees and agents):

            (a) shall have no duties or responsibilities except those expressly
      set forth in this Agreement and in the other Loan Documents, and shall not
      by reason of this Agreement or any other Loan Document be a trustee for
      any Lender;

            (b) shall not be responsible to the Lenders for any recitals,
      statements, representations or warranties contained in this Agreement or
      in any other Loan Document, or in any certificate or other document
      referred to or provided for in, or received by any of them under, this
      Agreement or any other Loan Document, or for the value, validity,
      effectiveness, genuineness, enforceability or sufficiency of this
      Agreement or any other Loan Document or any other document referred to or
      provided for herein or therein or for any failure by the Borrowers or any
      other Person to perform any of its obligations hereunder or thereunder;

            (c) shall not, except to the extent expressly instructed by the
      Majority Lenders with respect to the collateral security under the
      Security Documents, be required to initiate or conduct any litigation or
      collection proceedings hereunder or under any other Loan Document; and

            (d) shall not be responsible for any action taken or omitted to be
      taken by it hereunder or under any other Loan Document or under any other
      document or instrument

                                Credit Agreement


                                    - 104 -

      referred to or provided for herein or therein or in connection herewith or
      therewith, except for its own gross negligence or willful misconduct.

The Administrative Agent may employ agents and attorneys-in-fact and shall not
be responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it in good faith.

            10.02 Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely upon any certification, notice or other communication
(including, without limitation, any thereof by telephone, telecopy, telegram or
cable) reasonably believed by it to be genuine and correct and to have been
signed or sent by or on behalf of the proper Person or Persons, and upon advice
and statements of legal counsel, independent accountants and other experts
selected by the Administrative Agent. As to any matters not expressly provided
for by this Agreement or any other Loan Document, the Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting,
hereunder or thereunder in accordance with instructions given by the Majority
Lenders or, if provided herein, in accordance with the instructions given by the
Majority Lenders of a particular Class or all of the Lenders as is required in
such circumstance, and such instructions of such Lenders and any action taken or
failure to act pursuant thereto shall be binding on all of the Lenders.

            10.03 Defaults. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of a Default unless the Administrative
Agent has received notice from a Lender or the Borrowers specifying such Default
and stating that such notice is a "Notice of Default". In the event that the
Administrative Agent receives such a notice of the occurrence of a Default, the
Administrative Agent shall give prompt notice thereof to the Lenders. The
Administrative Agent shall (subject to Section 10.07 hereof) take such action
with respect to such Default as shall be directed by the Majority Lenders or, if
provided herein, the Majority Lenders of a particular Class, provided that,
unless and until the Administrative Agent shall have received such directions,
the Administrative Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such Default as it shall
deem advisable in the best interest of the Lenders except to the extent that
this Agreement expressly requires that such action be taken, or not be taken,
only with the consent or upon the authorization of the Majority Lenders of a
particular Class or all of the Lenders.

            10.04 Rights as a Lender. With respect to its Commitments and the
Loans made by it, JPMCB (and any successor acting as Administrative Agent) in
its capacity as a Lender hereunder shall have the same rights and powers
hereunder as any other Lender and may exercise the same as though it were not
acting as the Administrative Agent, and the term "Lender" or "Lenders" shall,
unless the context otherwise indicates, include the Administrative Agent in its
individual capacity. JPMCB (and any successor acting as Administrative Agent)
and its affiliates may (without having to account therefor to any Lender) accept
deposits from, lend money to, make investments in and generally engage in any
kind of banking, trust or other business with the Borrowers (and any of their
Subsidiaries or Affiliates) as if it were not acting

                                Credit Agreement


                                    - 105 -

as the Administrative Agent, and JPMCB (and any such successor) and its
affiliates may accept fees and other consideration from the Borrowers for
services in connection with this Agreement or otherwise without having to
account for the same to the Lenders.

            10.05 Indemnification. The Lenders agree to indemnify the
Administrative Agent (to the extent not reimbursed under Section 11.03 hereof,
but without limiting the obligations of the Borrowers under said Section 11.03)
ratably in accordance with the aggregate principal amount of the Loans and
Letter of Credit Liabilities held by the Lenders (or, if no Loans or Letter of
Credit Liabilities are at the time outstanding, ratably in accordance with their
respective Commitments), for any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind and nature whatsoever that may be imposed on, incurred by or
asserted against the Administrative Agent (including by any Lender) arising out
of or by reason of any investigation in or in any way relating to or arising out
of this Agreement or any other Loan Document, any other documents contemplated
by or referred to herein or therein or the transactions contemplated hereby or
thereby (including, without limitation, the costs and expenses that the
Borrowers are obligated to pay under Section 11.03 hereof, but excluding, unless
a Default has occurred and is continuing, normal administrative costs and
expenses incident to the performance of its agency duties hereunder) or the
enforcement of any of the terms hereof or thereof or of any such other
documents, provided that no Lender shall be liable for any of the foregoing to
the extent they arise from the gross negligence or willful misconduct of the
party to be indemnified.

            10.06 Non-Reliance on Administrative Agent and Other Lenders. Each
Lender agrees that it has, independently and without reliance on the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of the
Borrowers and their Subsidiaries and decision to enter into this Agreement and
that it will, independently and without reliance upon the Administrative Agent
or any other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under this Agreement or under any other Loan
Document. The Administrative Agent shall not be required to keep itself informed
as to the performance or observance by the Borrowers of this Agreement or any of
the other Loan Documents or any other document referred to or provided for
herein or therein or to inspect the Properties or books of the Borrowers or any
of their Subsidiaries. Except for notices, reports and other documents and
information expressly required to be furnished to the Lenders by the
Administrative Agent hereunder or under the Security Documents, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the affairs, financial
condition or business of the Borrowers or any of their Subsidiaries (or any of
their affiliates) that may come into the possession of the Administrative Agent
or any of its affiliates.

            10.07 Failure to Act. Except for action expressly required of the
Administrative Agent hereunder and under the other Loan Documents, the
Administrative Agent shall in all cases be fully justified in failing or
refusing to act hereunder or thereunder unless it shall receive

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                                    - 106 -

further assurances to its satisfaction from the Lenders of their indemnification
obligations under Section 10.05 hereof against any and all liability and expense
that may be incurred by it by reason of taking or continuing to take any such
action.

            10.08 Resignation or Removal of Administrative Agent. Subject to the
appointment and acceptance of a successor Administrative Agent as provided
below, the Administrative Agent may resign at any time by giving five days prior
notice thereof to the Lenders and the Borrowers, and the Administrative Agent
may be removed at any time with or without cause by the Majority Lenders. Upon
any such resignation or removal, the Majority Lenders shall have the right, in
consultation with the Borrowers, to appoint a successor Administrative Agent. If
no successor Administrative Agent shall have been so appointed by the Majority
Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent's giving of notice of resignation or the Majority
Lenders' removal of the retiring Administrative Agent, then the retiring
Administrative Agent may, on behalf of the Lenders, in consultation with the
Borrowers, appoint a successor Administrative Agent, that shall be a bank that
has an office in New York, New York with a combined capital and surplus of at
least $5,000,000,000. Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. After any retiring Administrative Agent's resignation or
removal hereunder as Administrative Agent, the provisions of this Section 10
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Administrative Agent.

            10.09 Consents under Other Loan Documents. Except as otherwise
provided in Section 11.04 hereof with respect to this Agreement, the
Administrative Agent may, with the prior consent of the Majority Lenders (but
not otherwise), consent to any modification, supplement or waiver under any of
the Loan Documents, provided that, without the prior consent of each Lender, the
Administrative Agent shall not (except as provided herein or in the Security
Documents) release Mediacom LLC from its guarantee obligations under the
Guarantee and Pledge Agreement or release all or substantially all of the
Subsidiary Guarantors from their obligations under the Security Documents, or
release all or substantially all of the collateral or otherwise terminate all or
substantially all of the Liens under the Security Documents (taken as a whole),
or agree to additional obligations being secured by all or substantially all
such collateral security (unless such additional obligations arise under this
Agreement, or the Lien for such additional obligations shall be junior to the
Lien in favor of the other obligations secured by such Security Document, in
either of which events the Administrative Agent may consent to such Lien,
provided that it obtains the consent of the Majority Lenders thereto), alter the
relative priorities of the obligations entitled to the benefits of all or
substantially all of the Liens under the Security Documents, except that no such
consent shall be required, and the Administrative Agent is hereby authorized, to
release any Lien covering Property (and to release any Subsidiary

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                                    - 107 -

Guarantor) that is the subject of either a disposition of Property permitted
hereunder or a Disposition to which the Majority Lenders have consented.

            10.10 Other Agents. Except as expressly provided herein, the Joint
Lead Arrangers and Joint Bookrunners, the Syndication Agent and the
Co-Documentation Agents named on the cover page of this Agreement shall not have
any right, power, obligation, liability, responsibility or duty under this
Agreement. Without limiting the generality of the foregoing, no such Person
shall have or be deemed to have any fiduciary relationship with any other Lender
in connection herewith. Each Lender acknowledges that it has not relied, and
will not rely, on any such entity in deciding to enter into this Agreement or in
taking or not taking action hereunder.

            Section 11. Miscellaneous.

            11.01 Waiver. No failure on the part of the Administrative Agent or
any Lender to exercise and no delay in exercising, and no course of dealing with
respect to, any right, power or privilege under this Agreement shall operate as
a waiver thereof, nor shall any single or partial exercise of any right, power
or privilege under this Agreement preclude any other or further exercise thereof
or the exercise of any other right, power or privilege. The remedies provided
herein are cumulative and not exclusive of any remedies provided by law.

            Each Borrower irrevocably waives, to the fullest extent permitted by
applicable law, any claim that any action or proceeding commenced by the
Administrative Agent or any Lender relating in any way to this Agreement should
be dismissed or stayed by reason, or pending the resolution, of any action or
proceeding commenced by a Borrower relating in any way to this Agreement whether
or not commenced earlier. To the fullest extent permitted by applicable law, the
Borrowers shall take all measures necessary for any such action or proceeding
commenced by the Administrative Agent or any Lender to proceed to judgment prior
to the entry of judgment in any such action or proceeding commenced by a
Borrower.

            11.02 Notices. All notices, requests and other communications
provided for herein and under the Security Documents (including, without
limitation, any modifications of, or waivers, requests or consents under, this
Agreement) shall be given or made in writing (including, without limitation, by
telecopy) delivered to the intended recipient at (i) in the case of the
Borrowers and the Administrative Agent, the "Address for Notices" specified
below its name on the signature pages hereof and (ii) in the case of each of the
Lenders, the address (or telecopy number) set forth in its Administrative
Questionnaire; or, as to any party, at such other address as shall be designated
by such party in a notice to each other party. Notwithstanding the foregoing,
notices of borrowing, prepayment and Conversion of Loans pursuant to Section
4.05 hereof may be made by telephone, so long as the same are promptly confirmed
in writing. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.

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            11.03 Expenses, Etc. The Borrowers jointly and severally agree to
pay or reimburse each of the Lenders and the Administrative Agent for: (a) all
reasonable out-of-pocket costs and expenses of the Administrative Agent
(including, without limitation, the reasonable fees and expenses of Milbank,
Tweed, Hadley & McCloy LLP, special New York counsel to JPMCB) in connection
with (i) the negotiation, preparation, execution and delivery of this Agreement
and the other Loan Documents and the extension of credit hereunder and (ii) the
negotiation or preparation of any modification, supplement or waiver of any of
the terms of this Agreement or any of the other Loan Documents (whether or not
consummated); (b) all reasonable out-of-pocket costs and expenses of the Lenders
and the Administrative Agent (including, without limitation, the reasonable fees
and expenses of legal counsel) in connection with (i) any Default and any
enforcement or collection proceedings resulting therefrom, including, without
limitation, all manner of participation in or other involvement with (x)
bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation
proceedings, (y) judicial or regulatory proceedings and (z) workout,
restructuring or other negotiations or proceedings (whether or not the workout,
restructuring or transaction contemplated thereby is consummated) and (ii) the
enforcement of this Section 11.03; and (c) all transfer, stamp, documentary or
other similar taxes, assessments or charges levied by any governmental or
revenue authority in respect of this Agreement or any of the other Loan
Documents or any other document referred to herein or therein and all costs,
expenses, taxes, assessments and other charges incurred in connection with any
filing, registration, recording or perfection of any security interest
contemplated by any Security Document or any other document referred to therein.

            The Borrowers hereby jointly and severally agree to indemnify the
Administrative Agent, each Lender, each of their affiliates and their respective
directors, officers, employees, trustees, investment advisors, attorneys and
agents (collectively, the "Indemnified Parties") from, and hold each of them
harmless against, any and all losses, liabilities, claims, damages or expenses
incurred by any of them (including, without limitation, any and all losses,
liabilities, claims, damages or expenses incurred by the Administrative Agent to
any Lender, whether or not the Administrative Agent or any Lender is a party
thereto) arising out of or by reason of any investigation or litigation or other
proceedings (including any threatened investigation or litigation or other
proceedings) relating to the extensions of credit hereunder or any actual or
proposed use by the Borrowers or any of their Subsidiaries of the proceeds of
any of the extensions of credit hereunder, including, without limitation, the
reasonable fees and disbursements of counsel incurred in connection with any
such investigation or litigation or other proceedings (but excluding any such
losses, liabilities, claims, damages or expenses incurred by reason of the gross
negligence or willful misconduct of the Person to be indemnified). No
Indemnified Party shall be liable on any theory of liability for any special,
indirect, consequential or punitive damages (including, without limitation, any
loss of profits, business or anticipated savings).

            11.04 Amendments, Etc. Except as otherwise expressly provided in
this Agreement, any provision of this Agreement may be modified or supplemented
only by an

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instrument in writing signed by the Borrowers and the Majority Lenders, or by
the Borrowers and the Administrative Agent acting with the consent of the
Majority Lenders, and any provision of this Agreement may be waived by the
Majority Lenders or by the Administrative Agent acting with the consent of the
Majority Lenders; provided that:

            (a) no modification, supplement or waiver shall:

            (i) increase the Commitment of any Lender, without the written
      consent of such Lender;

            (ii) reduce the principal amount of any Loan or Reimbursement
      Obligation or reduce the rate of interest thereon, or reduce any fees
      payable hereunder, without the written consent of each Lender affected
      thereby;

            (iii) postpone the scheduled date of payment of the principal amount
      of any Loan or Reimbursement Obligation, or any interest thereon, or any
      fees payable hereunder, or reduce the amount of, waive or excuse any such
      payment, or postpone the scheduled date of expiration or reduction of any
      Commitment, or postpone the ultimate expiration date of any Letter of
      Credit beyond the Revolving Credit Commitment Termination Date or
      commitment termination date for the relevant Incremental Facility
      Revolving Credit Commitments, as applicable, without the written consent
      of each Lender affected thereby;

            (iv) change Section 4.02 or 4.07 in a manner that would alter the
      pro rata sharing of payments required thereby, without in each case the
      written consent of each Lender affected thereby;

            (v) alter the manner in which payments or prepayments of principal,
      interest or other amounts hereunder shall be applied between or among the
      Lenders or Classes of Loans without the written consent of the Majority
      Lenders of each Class affected thereby, or alter in any other manner the
      obligation of the Borrowers to prepay Loans hereunder without the consent
      of the Majority Lenders of each Class affected thereby;

            (vi) change any of the provisions of this Section 11.04 or the
      percentage in the definition of "Majority Lenders", or modify in any other
      manner the number or percentage of the Lenders required to make any
      determinations or waive any rights hereunder or to modify any provision
      hereof, without the written consent of each Lender; or

            (vii) waive any of the conditions precedent set forth in Section 6
      applicable to the initial extension of credit hereunder, without the
      written consent of each Lender; and

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                                    - 110 -

            (b) any modification or supplement of Section 10 hereof, or of any
      of the rights or duties of the Administrative Agent hereunder, shall
      require the consent of the Administrative Agent.

            Anything in this Agreement to the contrary notwithstanding, no
waiver or modification of any provision of this Agreement that has the effect
(either immediately or at some later time) of enabling the Borrowers to satisfy
a condition precedent to the making of a Loan of any Class shall be effective
against the Lenders of such Class for the purposes of the Commitments of such
Class unless the Majority Lenders of such Class shall have concurred with such
waiver or modification, and no waiver or modification of any provision of this
Agreement or any other Loan Document that could reasonably be expected to
adversely affect the Lenders of any Class shall be effective against the Lenders
of such Class unless the Majority Lenders of such Class shall have concurred
with such waiver or modification.

            11.05 Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns.

            11.06 Assignments and Participations.

            (a) Assignments Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto (including any
Affiliate of any Issuing Lender that issues any Letter of Credit) and their
respective successors and assigns permitted hereby, except that (i) no Borrower
may assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment
or transfer by a Borrower without such consent shall be null and void) and (ii)
no Lender may assign or otherwise transfer its rights or obligations hereunder
except in accordance with this Section 11.06. Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby
(including any Affiliate of any Issuing Lender that issues any Letter of
Credit), Participants (to the extent provided in paragraph (e) below) and, to
the extent expressly contemplated hereby, the Affiliates and the respective
directors, officers, employees, agents and advisors of each of the
Administrative Agent, the Issuing Lenders, the Lenders and each of their
Affiliates) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

            (b) Assignments by Lenders.

            (i) Assignments Generally. Subject to the conditions set forth in
clause (ii) below, any Lender may assign to one or more assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Revolving Credit Commitment or Incremental Facility Revolving
Credit Commitment, and the Loans and Letter of Credit Interest, at the time held
by it) with the prior written consent (such consent not to be unreasonably
withheld) of:

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                                    - 111 -

            (A) the Borrowers, provided that no consent of the Borrowers shall
      be required for an assignment to a Lender, an Affiliate of a Lender, an
      Approved Fund or, if an Event of Default under paragraph (a), (f) or (g)
      of Section 9.01 hereof shall have occurred and is continuing, any other
      assignee;

            (B) the Administrative Agent, provided that no consent of the
      Administrative Agent shall be required for (w) an assignment of any Term
      Loans or Incremental Term Loans to a Lender, an Affiliate or a Lender or
      an Approved Fund, (x) an assignment of any Revolving Loans or Revolving
      Credit Commitments to an assignee that is a Lender with a Revolving Credit
      Commitment immediately prior to giving effect to such assignment, (y) an
      assignment of any Incremental Facility Revolving Credit Commitments to an
      assignee that is a Lender with an Incremental Facility Revolving Credit
      Commitment immediately prior to giving effect to such assignment or (z) an
      assignment of any Incremental Facility Term Loan Commitments to an
      assignee that is a Lender with an Incremental Facility Term Loan
      Commitment immediately prior to giving effect to such assignment; and

            (C) each Issuing Bank, in the case of an assignment of all or a
      portion of (x) a Revolving Credit Commitment or any Revolving Credit
      Lender's obligations in respect of its Letter of Credit Interest
      thereunder or (y) an Incremental Facility Revolving Credit Commitment
      providing for Letters of Credit, or any Incremental Facility Revolving
      Credit Lender's obligations in respect of its Letter of Credit Interest
      thereunder.

            (ii) Certain Conditions to Assignments. Assignments shall be subject
to the following additional conditions:

            (A) except in the case of an assignment to a Lender or an Affiliate
      of a Lender or an assignment of the entire remaining amount of the
      assigning Lender's Commitment, Loans or Letter of Credit Interest of any
      Class, the amount of the Commitment, Loans or Letter of Credit Interest of
      the assigning Lender subject to each such assignment (determined as of the
      date the Assignment and Assumption with respect to such assignment is
      delivered to the Administrative Agent) shall not be less than $5,000,000
      or, in the case of a Term Loan or Incremental Facility Term Loan,
      $1,000,000 (provided, that all amounts assigned shall be aggregated in
      calculating the $1,000,000 minimum in the event of simultaneous
      assignments to or from two or more Affiliated Approved Funds) unless the
      Borrowers and the Administrative Agent otherwise consent, provided that no
      such consent of the Borrowers shall be required if an Event of Default
      under paragraph (a), (f) or (g) or Section 9.01 hereof has occurred and is
      continuing;

            (B) each partial assignment shall be made as an assignment of a
      proportionate part of all the assigning Lender's rights and obligations
      under this Agreement, provided that this clause shall not be construed to
      prohibit the assignment of a proportionate part of

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                                    - 112 -

      all the assigning Lender's rights and obligations in respect of one Class
      of Commitments, Loans or Letter of Credit Interest;

            (C) the parties to each assignment shall execute and deliver to the
      Administrative Agent an Assignment and Assumption, together with a
      processing and recordation fee of U.S. $3,500 (provided, that only one
      such fee shall be payable in the event of simultaneous assignments to or
      from one or more Affiliated Approved Funds); and

            (D) the assignee, if it shall not already be a Lender, shall deliver
      to the Administrative Agent an Administrative Questionnaire.

            (iii) Effectiveness of Assignments. Subject to acceptance and
recording thereof pursuant to paragraph (c) below, from and after the effective
date specified in each Assignment and Assumption the assignee thereunder shall
be a party hereto and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to Section 5 hereof and the rights referred to in Section 11.07
hereof ). Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this Section 11.06 shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with paragraph (e) below.

            (c) Maintenance of Register by the Administrative Agent. The
Administrative Agent, acting for this purpose as an agent of the Borrowers,
shall maintain at one of its offices in New York City a copy of each Assignment
and Assumption delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitment of, and principal amount of the
Loans and Reimbursement Obligations owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive, and the Borrowers, the Administrative Agent, the Issuing Lenders and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrowers, the Issuing Lenders or any Lender, at
any reasonable time and from time to time upon reasonable prior notice.

            (d) Acceptance of Assignments by Administrative Agent. Upon its
receipt of a duly completed Assignment and Assumption executed by an assigning
Lender and an assignee, the assignee's completed Administrative Questionnaire
(unless the assignee shall already be a Lender hereunder), the processing and
recordation fee referred to in paragraph (b) above and any written consent to
such assignment required by said paragraph (b), the Administrative Agent

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                                    - 113 -

shall accept such Assignment and Assumption and record the information contained
therein in the Register. No assignment shall be effective for purposes of this
Agreement unless it has been recorded in the Register as provided in this
paragraph (d).

            (e) Participations. Any Lender may, without the consent of the
Borrowers, the Administrative Agent or the Issuing Lenders, sell participations
to one or more banks or other entities (a "Participant") in all or a portion of
such Lender's rights and obligations under this Agreement and the other Loan
Documents (including all or a portion of its Commitments and the Loans and
Letter of Credit Interests held by it); provided that (i) such Lender's
obligations under this Agreement and the other Loan Documents shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrowers, the
Administrative Agent, the Issuing Lenders and the other Lenders shall continue
to deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement and the other Loan Documents. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and the other Loan Documents and to approve any amendment,
modification or waiver of any provision of this Agreement or any other Loan
Document; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section 11.04 hereof
that affects such Participant. Subject to paragraph (f) below, the Borrowers
agree that each Participant shall be entitled to the benefits of Section 5.01,
5.05, 5.06 and 5.07 hereof to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) above. To the
extent permitted by law, each Participant also shall be entitled to the benefits
of Section 4.07(b) hereof as though it were a Lender, provided such Participant
agrees to be subject to Section 4.07(b) hereof as though it were a Lender
hereunder.

            (f) Limitations on Rights of Participants. A Participant shall not
be entitled to receive any greater payment under Section 5.01, 5.06 or 5.07
hereof than the applicable Lender would have been entitled to receive with
respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrowers' prior written
consent. A Participant that would be a Lender that is not a U.S. Person if it
were a Lender shall not be entitled to the benefits of Section 5.07 hereof
unless the Borrowers are notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrowers, to comply with
Section 5.07 hereof as though it were a Lender.

            (g) Certain Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender, including any such pledge or assignment to a
Federal Reserve Bank, and this Section 11.06 hereof shall not apply to any such
pledge or assignment of a security interest; provided that no such pledge or
assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such assignee for such Lender as a party
hereto.

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                                    - 114 -

            (h) Provision of Information to Assignees and Participants. A Lender
may furnish any information concerning the Borrowers or any of their
Subsidiaries in the possession of such Lender from time to time to assignees and
participants (including prospective assignees and participants), subject,
however, to the provisions of Section 11.12(b) hereof.

            (i) No Assignments to the Borrowers or Affiliates. Anything in this
Section 11.06 to the contrary notwithstanding, no Lender may assign or
participate any interest in any Loan or Reimbursement Obligation held by it
hereunder to the Borrowers or any of their Affiliates or Subsidiaries without
the prior consent of each Lender.

            11.07 Survival. The obligations of the Borrowers under Sections
5.01, 5.05, 5.06, 5.07 and 11.03 hereof, and the obligations of the Lenders
under Section 10.05 hereof, shall survive the repayment of the Loans and
Reimbursement Obligations and the termination of the Commitments and, in the
case of any Lender that may assign any interest in its Commitments, Loans or
Letter of Credit Interest hereunder, shall survive the making of such
assignment, notwithstanding that such assigning Lender may cease to be a
"Lender" hereunder. In addition, each representation and warranty made, or
deemed to be made by a notice of any extension of credit (whether by means of a
Loan or a Letter of Credit), herein or pursuant hereto shall survive the making
of such representation and warranty, and no Lender shall be deemed to have
waived, by reason of making any extension of credit hereunder (whether by means
of a Loan or a Letter of Credit), any Default that may arise by reason of such
representation or warranty proving to have been false or misleading,
notwithstanding that such Lender or the Administrative Agent may have had notice
or knowledge or reason to believe that such representation or warranty was false
or misleading at the time such extension of credit was made.

            11.08 Captions. The table of contents and captions and section
headings appearing herein are included solely for convenience of reference and
are not intended to affect the interpretation of any provision of this
Agreement.

            11.09 Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.

            11.10 Governing Law; Submission to Jurisdiction. This Agreement
shall be governed by, and construed in accordance with, the law of the State of
New York. Each Borrower hereby submits to the nonexclusive jurisdiction of the
United States District Court for the Southern District of New York and of the
Supreme Court of the State of New York sitting in New York County (including its
Appellate Division), and of any other appellate court in the State of New York,
for the purposes of all legal proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby. Each Borrower hereby
irrevocably waives, to the fullest extent permitted by applicable law, any
objection that it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.

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            11.11 Waiver of Jury Trial. EACH OF THE BORROWERS, THE
ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

            11.12 Treatment of Certain Information; Confidentiality.

            (a) Disclosure to Certain Affiliates. The Borrowers acknowledge that
from time to time financial advisory, investment banking and other services may
be offered or provided to the Borrowers or one or more of their Subsidiaries (in
connection with this Agreement or otherwise) by any Lender or by one or more
subsidiaries or affiliates of such Lender and the Borrowers hereby authorize
each Lender to share any information delivered to such Lender by the Borrowers
and their Subsidiaries pursuant to this Agreement, or in connection with the
decision of such Lender to enter into this Agreement, to any such subsidiary or
affiliate, it being understood that any such subsidiary or affiliate receiving
such information shall be bound by the provisions of paragraph (b) below as if
it were a Lender hereunder. Such authorization shall survive the repayment of
the Loans and Reimbursement Obligations and the termination of the Commitments.

            (b) Confidentiality Generally. Each Lender and the Administrative
Agent agrees (on behalf of itself and each of its affiliates, directors,
officers, employees and representatives) to use reasonable precautions to keep
confidential, in accordance with their customary procedures for handling
confidential information of the same nature and in accordance with safe and
sound banking practices (or, if such Lender is not a bank, in accordance with
safe and sound lending practices), any non-public information supplied to it by
any Obligor pursuant to this Agreement or any other Loan Document that is
identified by the Borrowers as being confidential at the time the same is
delivered to the Lenders or the Administrative Agent, provided that nothing
herein shall limit the disclosure of any such information (i) after such
information shall have become public (other than through a violation of this
Section 11.12), (ii) to the extent required by statute, rule, regulation or
judicial process, (iii) to counsel for any of the Lenders or the Administrative
Agent, (iv) to bank examiners (or any other regulatory authority, or
quasi-regulatory body, including the National Association of Insurance
Commissioners (NAIC), having jurisdiction over any Lender or the Administrative
Agent), or to auditors or accountants, (v) to the Administrative Agent or any
other Lender (or to J.P. Morgan Securities Inc.), (vi) in connection with any
litigation to which any one or more of the Lenders or the Administrative Agent
is a party, or in connection with the enforcement of rights or remedies
hereunder or under any other Loan Document, (vii) to a subsidiary or affiliate
of such Lender as provided in paragraph (a) above, (viii) to any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction
relating to the Borrowers and their obligations or (ix) to any assignee or
participant (or prospective assignee or participant) so

                                Credit Agreement


                                    - 116 -

long as such assignee or participant (or prospective assignee or participant)
first executes and delivers to the respective Lender a Confidentiality Agreement
substantially in the form of Exhibit I hereto (or executes and delivers to such
Lender an acknowledgement to the effect that it is bound by the provisions of
this Section 11.12(b), which acknowledgement may be included as part of the
respective assignment or participation agreement pursuant to which such assignee
or participant acquires an interest in the Loans or Letter of Credit Interest
hereunder); provided, further, that obligations of any assignee that has
executed a Confidentiality Agreement in the form of Exhibit I hereto shall be
superseded by this Section 11.12 upon the date upon which such assignee becomes
a Lender hereunder pursuant to Section 11.06(b) hereof.

                                Credit Agreement


                                    - 117 -

            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.

                                    BORROWERS

                                      MEDIACOM ILLINOIS LLC
                                      MEDIACOM INDIANA LLC
                                      MEDIACOM IOWA LLC
                                      MEDIACOM MINNESOTA LLC
                                      MEDIACOM WISCONSIN LLC
                                      MEDIACOM ARIZONA LLC
                                      MEDIACOM CALIFORNIA LLC
                                      MEDIACOM DELAWARE LLC
                                      MEDIACOM SOUTHEAST LLC

                                      By: Mediacom LLC, Member
                                      By: Mediacom Communications Corporation,
                                             Member

                                      By: /s/ Mark E. Stephan
                                         --------------------------------------
                                          Name: Mark E. Stephan
                                          Title: Executive Vice President,
                                                  Chief Financial Officer and
                                                   Treasurer

                                Credit Agreement


                                    - 118 -

                                      ZYLSTRA COMMUNICATIONS CORP.


                                      By: /s/ Mark E. Stephan
                                         --------------------------------------
                                         Name: Mark E. Stephan
                                         Title: Executive Vice President,
                                                Chief Financial Officer and
                                                Treasurer

                                      c/o Mediacom LLC
                                      100 Crystal Road
                                      Middletown, New York 10941

                                      Attention:  Mark Stephan

                                      Telecopier No.:  (845) 695-2639
                                      Telephone No.:  (845) 695-2600

                                Credit Agreement


                                    - 119 -

                              ADMINISTRATIVE AGENT

                                  JPMORGAN CHASE BANK,
                                  as Administrative Agent

                                  By: /s/ Robert Anastasio
                                     ---------------------------------
                                     Name: Robert Anastasio
                                     Title: Vice President

                                  Address for Notices to
                                  JPMorgan Chase Bank as Administrative Agent:

                                  JPMorgan Chase Bank
                                  1111 Fannin Street, 10th Floor
                                  Houston, Texas 77002-8069
                                  Attention: Loan and Agency Services Group

                                  Telephone No.: 713-750-2102

                                  Telecopier No.: 713-750-2782

                                Credit Agreement



                                  JPMORGAN CHASE BANK

                                  By:  /s/Robert Anastasio
                                     -----------------------------------
                                     Name: Robert Anastasio
                                     Title: Vice President

                                Credit Agreement



                                  BANK OF AMERICA, N.A.

                                  By: /s/Todd Shipley
                                     -----------------------------------
                                     Name: Todd Shipley
                                     Title: Managing Director

                                Credit Agreement



                                  Citibank, N.A.

                                  By: /s/John P. Judge
                                     -----------------------------------
                                     Name: John P. Judge
                                     Title: Vice President

                                Credit Agreement



                                  Credit Suisse First Boston, acting though its
                                  Cayman Islands branch

                                  By: /s/Thomas Hall
                                     ------------------------------------
                                     Name: Thomas Hall
                                     Title: Vice President

                                  By: /s/Doreen Barr
                                     -----------------------------------
                                     Name: Doreen Barr
                                     Title: Associate

                                Credit Agreement



                                  Wachovia Bank, N.A.

                                  By: /s/John D. Brady
                                     ------------------------------------
                                     Name: John D. Brady
                                     Title: Director

                                Credit Agreement



                                  Harris Nesbitt Financing, Inc.

                                  By: /s/Sarah Kim
                                     -----------------------------------
                                     Name: Sarah Kim
                                     Title: Managing Director

                                Credit Agreement



                                  GOLDMAN SACHS CREDIT PARTNERS L.P.

                                  By: /s/William Archer
                                     -----------------------------------
                                     Name: William Archer
                                     Title: Authorized Signatory

                                Credit Agreement



                                  SUNTRUST BANK

                                  By: /s/Jeffrey E. Hauser
                                     -----------------------------------
                                     Name: Jeffrey E. Hauser
                                     Title: Managing Director

                                Credit Agreement



                                  Allied Irish Banks Plc. as Lender

                                  By: /s/Rima Terradista
                                     -----------------------------------
                                     Name: Rima Terradista
                                     Title: Senior Vice President

                                  By: /s/Roisin O'Connell
                                     -----------------------------------
                                     Name: Roisin O'Connell
                                     Title: Assistant Vice President

                                Credit Agreement



                                  Credit Industriel et Commercial

                                  By: /s/Marcus Edward
                                     ----------------------------------
                                     Name: Marcus Edward
                                     Title: Vice President

                                  By: /s/Anthony Rock
                                     ----------------------------------
                                     Name: Anthony Rock
                                     Title: Vice President

                                Credit Agreement



                              GENERAL ELECTRIC CAPITAL CORPORATION

                                  By: /s/Robert M. Kadlick
                                     ----------------------------------
                                     Name: Robert Kadlick
                                     Title: Duly Authorized Signatory

                                Credit Agreement



                                  KZH CRESCENT-3 LLC

                                  By: /s/Hi Hua
                                     ----------------------------------
                                     Name: Hi Hua
                                     Title: Authorized Agent

                                Credit Agreement



                                  KZH CypressTree-1 LLC

                                  By: /s/Hi Hua
                                     ---------------------------------
                                     Name: Hi Hua
                                     Title: Authorized Agent

                                Credit Agreement



                                  KZH PONDVIEW LLC

                                  By: /s/Susan Lee
                                     --------------------------------
                                     Name: Susan Lee
                                     Title: Authorized Agent

                                Credit Agreement



                                  KZH SOLEIL LLC

                                  By: /s/Susan Lee
                                     --------------------------------
                                     Name: Susan Lee
                                     Title: Authorized Agent

                                Credit Agreement



                                  KZH SOLEIL-2 LLC

                                  By: /s/Susan Lee
                                     --------------------------------
                                     Name: Susan Lee
                                     Title: Authorized Agent

                                Credit Agreement



                                  KZH Sterling LLC

                                  By: /s/Hi Hua
                                     --------------------------------
                                     Name: Hi Hua
                                     Title: Authorized Agent

                                Credit Agreement



                                  NATEXIS BANQUES POPULAIRES

                                  By: /s/Evan S. Kraus
                                     -------------------------------
                                     Name: Evan S. Kraus
                                     Title: Vice President

                                  By: /s/Cynthia E. Sachs
                                     -------------------------------
                                     Name: Cynthia E. Sachs
                                     Title: VP Group Manager

                                Credit Agreement



                                  STANWICH LOAN FUNDING LLC

                                  By: /s/Diana M. Himes
                                     -------------------------------
                                     Name: Diana M. Himes
                                     Title: Assistant Vice President

                                Credit Agreement



                                  UBS AG Stamford Branch

                                  By: /s/Pamela Oh
                                     -------------------------------
                                     Name: Pamela Oh
                                     Title: Associate Director
                                            Banking Producta
                                            Services, US

                                  By: /s/Anthony M. Joseph
                                     ------------------------------
                                     Name: Anthony M. Joseph
                                     Title: Associate Director
                                            Banking Products
                                            Services, US

                                Credit Agreement