Filed by Bowne Pure Compliance



 




Exhibit 10.3


AMENDMENT NO. 2


AMENDMENT NO. 2 dated
as of June 11, 2007 between MEDIACOM ILLINOIS LLC, a limited liability
company duly organized and validly existing under the laws of the State of
Delaware (“Mediacom Illinois”); MEDIACOM INDIANA LLC, a
limited liability company duly organized and validly existing under the laws of
the State of Delaware (“Mediacom Indiana”); MEDIACOM IOWA
LLC, a limited liability company duly organized and validly existing under the
laws of the State of Delaware (“Mediacom Iowa”); MEDIACOM
MINNESOTA LLC, a limited liability company duly organized and validly existing
under the laws of the State of Delaware (“Mediacom
Minnesota”); MEDIACOM WISCONSIN LLC, a limited liability company duly
organized and validly existing under the laws of the State of Delaware
(“Mediacom Wisconsin”); ZYLSTRA COMMUNICATIONS CORP., a
corporation duly organized and validly existing under the laws of the State of
Minnesota (“Zylstra” and, together with Mediacom Illinois,
Mediacom Indiana, Mediacom Iowa, Mediacom Minnesota and Mediacom Wisconsin, the
“Mediacom Midwest Borrowers”); MEDIACOM ARIZONA LLC, a
limited liability company duly organized and validly existing under the laws of
the State of Delaware (“Mediacom Arizona”); MEDIACOM
CALIFORNIA LLC, a limited liability company duly organized and validly existing
under the laws of the State of Delaware (“Mediacom
California”); MEDIACOM DELAWARE LLC, a limited liability company duly
organized and validly existing under the laws of the State of Delaware
(“Mediacom Delaware”); and MEDIACOM SOUTHEAST LLC, a limited
liability company duly organized and validly existing under the laws of the
State of Delaware (“Mediacom Southeast” and, together with
Mediacom Arizona, Mediacom California and Mediacom Delaware, the
“Mediacom USA Borrowers”; the Mediacom USA Borrowers
together with the Mediacom Midwest Borrowers, the
“Borrowers”); and the Tranche C Term Loan Lenders executing
this Amendment No. 2 each of which is a party to the Credit Agreement
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 a Credit Agreement dated as of
October 21, 2004 (as modified and supplemented and in effect from time to
time, the “Credit Agreement”).


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


Section 1.
Definitions. Except as otherwise defined in this Amendment No. 2,
terms defined in the Credit Agreement are used herein as defined therein.


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


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


Amendment No. 2





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


“(b) Total Leverage Ratio – Tranche C 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 8.13(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(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 Credit Agreement, and in each of the
other Loan Documents, are true and complete on the date hereof as if made on
and as of the date hereof (or, if any such 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. 2 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. 2 by the Borrowers and the Majority Lenders,
consisting, as provided in the Credit Agreement, of Tranche C Term Loan Lenders
having outstanding Tranche C Term Loans representing more than 50% of the total
outstanding Tranche C Term Loans.


Amendment No. 2





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Section 5.
Miscellaneous. Except as herein provided, the Credit Agreement shall
remain unchanged and in full force and effect. This Amendment No. 2 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. 2 by signing any such counterpart. This
Amendment No. 2 shall be governed by, and construed in accordance with,
the law of the State of New York.


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


Amendment No. 2





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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment No. 2 to Credit 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/                                                         

Name:

Title:




Amendment No. 2





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ZYLSTRA
COMMUNICATIONS CORP.


By:
/s/                                                         

Name:

Title:




Amendment No. 2





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MEDIACOM LLC


By:  Mediacom
Communications Corporation, Member


By:
/s/                                                         

Name:

Title:




Amendment No. 2





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MEDIACOM MANAGEMENT
CORPORATION


By:
/s/                                                         

Name:

Title:




Amendment No. 2





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MEDIACOM INDIANA
PARTNERCO LLC


By: Mediacom LLC,
Member 

By: Mediacom Communications Corporation, Member


By:
/s/                                                         

Name:

Title:




Amendment No. 2





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MEDIACOM INDIANA
HOLDINGS, L.P.


By: Mediacom Indiana
Partnerco LLC, General Partner 

By: Mediacom LLC, Member 

By: Mediacom
Communications Corporation, Member


By:
/s/                                                         

Name:

Title:




Amendment No. 2





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MEDIACOM
COMMUNICATIONS CORPORATION


By:
/s/                                                         

Name:

Title:




Amendment No. 2





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ILLINI CABLE HOLDING,
INC.


By:
/s/                                                         

Name:

Title:




ILLINI CABLEVISION OF
ILLINOIS, INC.



By: /s/                                                         

Name:

Title:




Amendment No. 2





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LENDERS


                                                                     


[Name of Institution]



By: /s/                                                         

Name:

Title:




Amendment No. 2





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