Filed by Bowne Pure Compliance



 




Exhibit 10.1


AMENDMENT NO. 3


AMENDMENT NO. 3 dated
as of June 11, 2007 between MCC IOWA LLC, a limited liability company duly
organized and validly existing under the laws of the State of Delaware
(“MCC Iowa”); MCC ILLINOIS LLC, a limited liability company
duly organized and validly existing under the laws of the State of Delaware
(“MCC Illinois”); MCC GEORGIA LLC, a limited liability
company duly organized and validly existing under the laws of the State of
Delaware (“MCC Georgia”); and MCC MISSOURI LLC, a limited
liability company duly organized and validly existing under the laws of the
State of Delaware (“MCC Missouri”, and, together with MCC
Iowa, MCC Illinois and MCC Georgia, the “Borrowers”); and
the Tranche D Term Loan Lenders executing this Amendment No. 3 each of
which is a party to the Amendment and Restatement referred to below.


The Borrowers, the
lenders party thereto, and JPMorgan Chase Bank, N.A., in its capacity as
Administrative Agent thereunder, are parties to an Amendment and Restatement
dated as of December 16, 2004 of the Credit Agreement dated as of
July 18, 2001 (as modified and supplemented and in effect from time to
time, the “Amendment and Restatement”).


The Borrowers and the
Tranche D Term Loan Lenders wish now to amend the Amendment and Restatement in
certain respects, and accordingly, the parties hereto hereby agree as follows:


Section 1.
Definitions. Except as otherwise defined in this Amendment No. 3,
terms defined in the Amendment and Restatement are used herein as defined
therein.


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


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


Amendment No. 3





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2.02. Certain Cure
Rights. Section 9.02(b) of the Amendment and Restatement is hereby
relettered as Section 9.02(c) and a new Section 9.02(b) is inserted
as follows:


“(b) Total Leverage Ratio – Tranche D Term
Loans. Notwithstanding the provisions of Section 9.01 hereof, but
without limiting the obligations of the Borrowers under Section 8.10(d)
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(d) 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 8.14(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(d) 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 (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 3.
Representations and Warranties. Each Obligor represents and warrants to
the Lenders and the Administrative Agent, as to itself and each of its
subsidiaries, that (a) the representations and warranties set forth in
Section 7 (as hereby amended) of the Amendment and Restatement, and in
each of the other Loan Documents, are true and complete on the date hereof as
if made on and as of the date hereof (or, if any such representation or
warranty is expressly stated to have been made as of a specific date, such
representation or warranty shall be true and correct as of such specific date),
and as if each reference in said Section 7 to “this Agreement”
included reference to this Amendment No. 3 and (b) no Default or
Event of Default has occurred and is continuing.


Section 4.
Conditions Precedent. The amendments set forth in Section 2 hereof
shall become effective, as of the date hereof, upon the execution and delivery
of this Amendment No. 3 by the Borrowers and the Majority Lenders,
consisting, as provided in the Amendment and Restatement, of Tranche D Term
Loan Lenders having outstanding Tranche D Term Loans representing more than 50%
of the total outstanding Tranche D Term Loans.


Amendment No. 3





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Section 5.
Miscellaneous. Except as herein provided, the Amendment and Restatement
shall remain unchanged and in full force and effect. This Amendment No. 3
may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment No. 3 by signing any such counterpart.
This Amendment No. 3 shall be governed by, and construed in accordance
with, the law of the State of New York.


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


Amendment No. 3





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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment No. 3 to Amendment and
Restatement to be duly executed and delivered as of the day and year first
above written.


BORROWERS


MCC GEORGIA LLC


MCC ILLINOIS LLC 

MCC IOWA LLC 

MCC MISSOURI LLC


By Mediacom Broadband
LLC, a Member 

By Mediacom Communications Corporation, a Member


By:
/s/                                                                      

Name:

Title:




MEDIACOM BROADBAND LLC


By Mediacom
Communications Corporation, a Member


By:
/s/                                                                      

Name:

Title:




MEDIACOM
COMMUNICATIONS 

CORPORATION


By:
/s/                                                                      

Name:

Title:




Amendment No. 3





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LENDERS


                                                                             


                  [Name
of Institution]


By:
/s/                                                                  

Name:

Title:




Amendment No. 3





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