Filed by Bowne Pure Compliance



 




Exhibit 10.2


AMENDMENT NO. 4


AMENDMENT NO. 4 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 Revolving Credit Lenders and Tranche A Term Loan Lenders executing this
Amendment No. 4 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, the
Revolving Credit Lenders and the Tranche A 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. 4,
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. 4





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2.02. Certain
Financial Covenants. Section 8.10 of the Amendment and Restatement is
hereby amended to read in its entirety as follows:


“8.10 Certain Financial Covenants.


(a)
Total Leverage Ratio. As to all the Lenders (other than the Tranche D
Term Loan Lenders), the Borrowers will not permit the Total Leverage Ratio to
exceed 6.00 to 1 at any time.


(b)
Interest Coverage Ratio. [Intentionally left blank].


(c)
Debt Service Coverage Ratio. [Intentionally left blank].


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


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. 4 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. 4 by the Borrowers and the Majority Lenders,
consisting, as provided in the Amendment and Restatement, of Lenders having
outstanding Loans, Letter of Credit Liabilities, Commitments or unused
Commitments (other than the Tranche D Term Loans) representing more than 50% of
the total outstanding Loans, Letter of Credit Liabilities, Commitments or
unused Commitments (other than the Tranche D Term Loans).


Section 5.
Miscellaneous. Except as herein provided, the Amendment and Restatement
shall remain unchanged and in full force and effect. This Amendment No. 4
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. 4 by signing any such counterpart.
This Amendment No. 4 shall be governed by, and construed in accordance
with, the law of the State of New York.


Amendment No. 4





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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. 4





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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment No. 4 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. 4





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LENDERS


                                                                     

           [Name
of Institution]


By:
/s/                                                         
Name:
Title:



Amendment No. 4





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