EXECUTION
      COPY





AMENDMENT
      NO. 2





AMENDMENT
      NO. 2 dated as of May 5, 2006 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
      JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent (the
“ Administrative
      Agent ”)
      pursuant to authority granted by the Majority Lenders pursuant to Section 11.04
      of the Amendment and Restatement referred to below.





The
      Borrowers, the lenders party thereto, and the Administrative Agent are parties
      to a 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 ”),
      providing, subject to the terms and conditions thereof, for extensions of credit
      (by means of loans and letters of credit) to be made by said lenders to the
      Borrowers in an aggregate principal or face amount not exceeding
      $1,450,505,440.24 (which may, in circumstances therein provided, be increased
      to
      $1,950,505,440.24).





The
      Borrowers and the Administrative Agent, pursuant to authority granted by, and
      having obtained the consent of Lenders party to the Amendment and Restatement
      constituting the Majority 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. 2, 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
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2.02. Definitions .  Section 1.01
      of the Amendment and Restatement shall be amended by amending the following
      definitions (to the extent already included in said Section 1.01) and
      adding the following definitions in the appropriate alphabetical location (to
      the extent not already included in said Section 1.01):





“ 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 January 31,
      2016, 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 Broadband) 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.





“ 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 amount
      of the Tranche A Term Loans or, if the Tranche A Term Loans shall not have
      been
      made, the aggregate outstanding principal amount of the Tranche A Term Loan
      Commitments plus (b) the aggregate outstanding principal amount of the Tranche D Term Loans
      or, if the Tranche D Term Loans shall not have been made, the aggregate
      principal amount of the Tranche D Term Loan Commitments, as the case may be, plus (c) 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 (d) 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 (e) 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.




Amendment
          No. 2
 
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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.




Notwithstanding
      any of the foregoing, (i) for purposes of modifying, waiving or making any
      determination (including taking any action under the last paragraph of
      Section 9.01) with respect to Section 8.10(a), (b) or (c), the
“Majority Lenders” shall mean the Lenders having outstanding Loans, Letter of
      Credit Liabilities, Commitments or unused Commitments (other than the Tranche
      D
      Term Loans and Tranche D Term Loan Commitments) representing more than 50%
      of
      the total outstanding Loans, Letter of Credit Liabilities, Commitments or unused
      Commitments (other than the Tranche D Term Loans and Tranche D Term Loan
      Commitments) and (ii) for purposes of modifying, waiving or making any
      determination (including taking any action under the last paragraph of
      Section 9.01) with respect to Section 8.10(d), the “Majority Lenders”
shall mean Lenders having outstanding Tranche D Term Loans representing more
      than 50% of the total outstanding Tranche D Term Loans.




“ 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 plus (d) non-cash operating expenses, including,
      without limitation, any non-cash compensation expense realized from grants
      of
      equity instruments or other rights (including, without limitation, stock
      options, stock appreciation or other rights, restricted stock, restricted stock
      units, deferred stock and deferred stock units) to officers, directors and
      employees of the Borrowers and their Subsidiaries .
      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).




Amendment
          No. 2
 
 
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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.




“ Tranche
      D Term Loan Commitment ”
means,
      with respect to each Tranche D Term Loan Lender, the commitment of such Lender
      to make Tranche D Term Loans under the Tranche D Term Loan Incremental Facility
      Agreement.




“ Tranche
      D Term Loan Lender ”
has
      the
      meaning specified in the Tranche D Term Loan Incremental Facility
      Agreement.




“ Tranche
      D Term Loan ”
means
      an Incremental Term Loan made pursuant to the Tranche D Term Loan Incremental
      Facility Agreement.




“ Tranche
      D Term Loan Incremental Facility Agreement ”
means
      the Incremental Facility Agreement (Tranche D Term Loans) dated as of May 5,
      2006 between the Borrowers, the lenders party thereto and the Administrative
      Agent.




2.03. 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), t he
      Borrowers will not permit the Total Leverage Ratio to exceed the following
      respective ratios at any time during the following respective
      periods:





TotalPeriod
            
            Leverage
                RatioFrom
                April 1, 2006through
                March 31, 2007
            
            5.75
                to 1From
                April 1, 2007through
                March 31, 2008
            
            5.50
                to 1From
                April 1, 2008through
                March 31, 2009
            
            4.75
                to 1From
                April 1, 2009and
                at all times thereafter
            
            4.50
                to 1




Amendment
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(b) Interest
      Coverage Ratio . As
      to all
      the Lenders (other than the Tranche D Term Loan Lenders), t he
      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
            
            RatioFrom
                April 1, 2006through
                March 31, 2007
            
            1.60
                to 1From
                April 1, 2007through
                March 31, 2008
            
            1.70
                to 1From
                April 1, 2008through
                March 31, 2009
            
            1.90
                to 1From
                April 1, 2009and
                at all times thereafter
            
            2.00
                to 1








(c) Debt
      Service Coverage Ratio . As
      to all
      the Lenders (other than the Tranche D Term Loan Lenders), t he
      Borrowers will not permit the Debt Service Coverage Ratio to be less than 1.10
      to 1 as at any time.





(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. 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 Administrative Agent.





Section
      5. Miscellaneous .
      Except
      as herein provided, the Amendment and Restatement 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


Amendment
          No. 2
 
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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
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IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
      Amendment and Restatement to be duly executed and delivered as of the day and
      year first above written.





BORROWERS





MCC
                GEORGIA LLCMCC
                ILLINOIS LLCMCC
                IOWA LLCMCC
                MISSOURI LLCBy
            Mediacom
                Broadband LLC, a MemberBy
            Mediacom
                CommunicationsCorporation,
                a MemberBy:
            /s/Name:Title:MEDIACOM
                BROADBAND LLCBy
                Mediacom Communications Corporation, aMemberBy:
            /s/Name:Title:MEDIACOM
                COMMUNICATIONSCORPORATIONBy:
            /s/Name:Title:




Amendment
          No. 2
 
 
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ADMINISTRATIVE
      AGENT





JPMORGAN
                CHASE BANK, N.A.,as
                Administrative AgentBy:
            /s/Name:Title:




Amendment
      No. 2