Exhibit 10.1





AMENDMENT NO. 3





AMENDMENT NO. 3 dated as of September 12, 2002 between MEDIACOM
SOUTHEAST LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (Mediacom Southeast); 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);
MEDIACOM ARIZONA LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (Mediacom Arizona and, together with Mediacom Southeast, Mediacom California, Mediacom Delaware, the
Borrowers), the lenders party thereto (the Lenders) and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Administrative Agent for the Lenders.





The Borrowers, certain Lenders and the Administrative Agent are parties to a Credit Agreement dated as of September 30, 1999 (as
heretofore amended, the Credit Agreement), providing, subject to the terms and conditions thereof, for extensions of credit to be made by said Lenders to the Borrowers in an aggregate principal or face amount of $550,000,000.





The Borrowers have requested that the Administrative Agent consent to certain waivers and amendments to the
Credit Agreement. The Administrative Agent, pursuant to authority granted by, and having obtained all necessary consents of, the Majority Lenders (as defined in the Credit Agreement), has agreed to such amendments and waivers 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 Credit Agreement are used herein as defined therein.





Section 2.  Amendment.    Subject to the execution and delivery by the Borrowers and the Administrative
Agent (having received the consent of the Majority Lenders) on or prior to September 12, 2002, but effective as of the date hereof, the Credit Agreement shall be amended as follows:





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





2.02.  Definitions.    Section 1.01 of the Credit Agreement shall be amended by adding the following new definitions (to the extent not already included in said
Section 1.01) and inserting the same in the appropriate alphabetical locations and amending in their entirety the following definitions (to the extent already included in said Section 1.01), as follows:





Commisso Entity shall mean, collectively, (i) Rocco Commisso, (ii) any entity controlled by Rocco Commisso and owned by
Rocco Commisso, (iii) members of the




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immediate family of Rocco Commisso, (iv) trusts established for the benefit of Rocco Commisso or members of the immediate family of Rocco
Commisso and (v) any officer or employee of MCC and Mediacom who owns shares of the capital stock of MCC.





MCC shall mean Mediacom Communications Corporation, a Delaware corporation.





Mediacom Broadband shall mean Mediacom Broadband LLC, a Delaware limited liability company.





Quarterly Dates shall mean (a) prior to the effectiveness of Amendment No. 3 hereto, the twentieth day of January, April, July and October in each year, the first of which shall be the first such day after the date
of this Agreement; provided that if any such day is not a Business Day, then such Quarterly Date shall be the next succeeding Business Day and (b) on and after the effectiveness of Amendment No. 3 hereto, the last Business Day of March, June,
September and December in each year, the first of which shall be the first such day after such effectiveness.





2.03.  Financial Statements.    Section 8.01(b) of the Credit Agreement shall be amended to read in entirety as follows:





(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 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;





2.04.  Events of Default.    Section 9.01(l) of the Credit Agreement shall
be amended to read in its entirety as follows:





(l)  Any one or more of the following events shall
occur and be continuing:





(i)    MCC, Mediacom or Mediacom Broadband shall
cease to act as Manager of the Borrowers;





(ii)    Mediacom shall cease to own
50.1% of the aggregate voting power of the ownership interests in each Borrower, provided that nothing in this paragraph




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shall affect the obligation of the Borrowers pursuant to Section 8.18(c) hereof, or of Mediacom pursuant to Section 6.04
of the Guarantee and Pledge Agreement, to ensure that Administrative Agent shall maintain on behalf of the Lenders at all times a pledge of 100% of the equity interests in the Borrowers;





(iii) MCC shall cease to own 50.1% of the aggregate voting power of the ownership interests in Mediacom (or, in the event that Mediacom Broadband is the
Manager of the Borrowers, MCC shall cease to own 50.1% of the aggregate voting power of the ownership interests in Mediacom Broadband);





(iv) any person or group (within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the Exchange Act) and Section 13(d) and 14(d) of the Exchange Act) becomes,
directly or indirectly, at any time in a single transaction or in a related series of transactions by way of merger, consolidation or other business combination or otherwise, the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act) of an amount of aggregate voting power of the capital stock of MCC on a fully-diluted basis (in other words, giving effect to the exercise of any warrants, options and conversion and other rights) that equals or exceeds the greater of
(A) 35% and (B) the amount of aggregate voting power of the capital stock of MCC on a fully-diluted basis owned by the Commisso Entities at such time; or





(v) during any period of two consecutive calendar years, directors who at the beginning of such period (together with any new directors whose election by
MCCs Board of Directors or whose nomination for election by MCCs shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election
or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office; or





Section 3.  Waiver.    The Administrative Agent hereby waives the requirements of Section 8.01(b) of the Credit Agreement insofar as requiring delivery of a
statement of independent recognized public accountants of national standing to the effect that, in making the examination necessary for their opinion, nothing came to their attention that caused them to believe that the Borrowers were not in
compliance with the covenants specified in said Section 8.01(b), insofar as such covenant compliance relates to accounting matters.





Section 4.  Miscellaneous.    Except as herein provided, the Credit Agreement 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.




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





MEDIACOM SOUTHEAST LLC


MEDIACOM CALIFORNIA LLC


MEDIACOM DELAWARE LLC


MEDIACOM ARIZONA LLC





By MEDIACOM LLC, a Member


By MEDIACOM COMMUNICATIONS


CORPORATION, a Member





By    /s/ Mark E.
Stephan


Mark E.
Stephan


Senior Vice President and


Chief Financial
Officer





JPMORGAN CHASE BANK (formerly known as


The Chase Manhattan Bank), individually and as


Administrative Agent





By     /s/ Constance M. Coleman


Constance M. Coleman


Vice President




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