CLASSIC COMMUNICATIONS INC
AMENDMENT NO. FOUR TO REVOLVING CREDIT AGREEMENT
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<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>d96684ex10-2.txt
<DESCRIPTION>AMENDMENT NO. FOUR TO REVOLVING CREDIT AGREEMENT
<TEXT>
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                                                                    EXHIBIT 10.2




                                 AMENDMENT NO. 4



                  AMENDMENT NO. 4, dated as of May 10, 2002 (this "Amendment"),
to the Secured, Super-Priority Debtor in Possession Revolving Credit Agreement,
dated as of November 13, 2001 (as amended, supplemented or otherwise modified
from time to time, the "Credit Agreement"), by and among CLASSIC CABLE, INC., a
Delaware corporation (the "Borrower"), as a debtor and debtor in possession
under Chapter 11 of the Bankruptcy Code, CLASSIC COMMUNICATIONS, INC., a
Delaware corporation (the "Parent Guarantor"), as a debtor and debtor in
possession under Chapter 11 of the Bankruptcy Code, each Subsidiary of the
Borrower party thereto as a guarantor (the "Subsidiary Guarantors" and, together
with the Parent Guarantor, the "Guarantors"), each as a debtor and debtor in
possession under Chapter 11 of the Bankruptcy Code, the financial institutions
party thereto as lenders (the "Lenders"), JP Morgan Chase Bank, as issuer (in
such capacity, the "Issuer"), and GOLDMAN SACHS CREDIT PARTNERS L.P., as the
administrative agent for the Lenders and the Issuer (in such capacity, the
"Administrative Agent") and as lead arranger and syndication agent.

                                   WITNESSETH:

                  WHEREAS, the Borrower and the Lenders have agreed to amend the
Credit Agreement subject to the terms and conditions of this Amendment;

                  NOW THEREFORE, in consideration of the foregoing premises and
for other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree to the following:

                  1. Defined Terms. Capitalized terms used herein, but not
defined herein, have the respective meanings ascribed thereto in the Credit
Agreement.

                  2. Amendments. As of the Effective Date referred to below:

                  (a) Section 6.1(j) of the Credit Agreement is hereby amended
by:

                        (i) deleting paragraph (i) thereof in its entirety and
                  replacing it with the following:

                             (i) A bi-weekly report delivered to the
                        Administrative Agent identifying the Persons that the
                        Borrower has contacted, or who have contacted the
                        Borrower, with respect to investing in the Loan Parties,
                        or acquiring a material portion of the Loan Parties'
                        assets, and, with respect to each such Person, (A)
                        detailing whether such Person has signed, or has been
                        asked to sign, a confidentiality agreement (and, if any
                        such confidentiality agreement has been signed, the
                        Borrower shall promptly deliver a copy thereof to the
                        Administrative Agent, in each case subject to, and to
                        the extent permitted under, the applicable
                        confidentiality agreement), (B) stating whether such
                        Person has met with the Borrower or any of its advisors
                        or has been provided any information about the Loan
                        Parties, (C) indicating the level of interest any such
                        Person has expressed regarding investing in, or
                        purchasing a





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                        material portion of the assets of, the Loan Parties,
                        including whether any proposal to so invest or purchase
                        has been made by such Person and (D) after June 15,
                        2002, with respect to any such Persons who have received
                        the confidential offering memorandum described in
                        paragraph (iii) below, indicating whether any such
                        Person received additional due diligence materials,
                        attended management presentations, conducted on-site due
                        diligence or engaged in other similar activities, or
                        whether any such Person has declined further interest in
                        investing in, or purchasing a material portion of the
                        assets of, the Loan Parties.

                             (ii) adding the following paragraph (iii) at the
                        end thereof:

                             (iii) (A) No later than June 3, 2002, the
                        Borrower's advisors shall have completed and provided to
                        the Administrative Agent, in form and substance
                        reasonably satisfactory to the Administrative Agent, (w)
                        a "teaser" memorandum providing a non-confidential
                        description of the Loan Parties' business, (x) a form of
                        confidentiality agreement for use with prospective
                        interested investors, (y) a list of potential interested
                        investors to whom the "teaser" memorandum shall be
                        distributed and (z) a detailed confidential information
                        memorandum describing the Loan Parties and their
                        historical and projected operating and financial
                        performance, and containing such other information as
                        shall be consistent with industry practice for memoranda
                        of that type.

                             (B) Promptly after receipt thereof, the Borrower
                        will use its reasonable best efforts to provide the
                        Administrative Agent with (x) written copies of all
                        proposals to invest in, or purchase a material portion
                        of the assets of, the Loan Parties received by the
                        Borrower or any of its advisors, in each case subject
                        to, and to the extent permitted under, the applicable
                        confidentiality agreement or proposal and (y) after
                        giving reasonable notice to the Loan Parties and their
                        advisors, access to the Loan Parties' senior management
                        and advisors to discuss any such proposals, in each case
                        subject to, and to the extent permitted under, the
                        applicable confidentiality agreement or proposal.

                  (b) Section 7.12 of the Credit Agreement is hereby amended by
deleting clause (a)(ii) thereof in its entirety and by adding the following new
clause (a)(ii):

                  "(ii) beginning on June 3, 2002, actively solicit proposals
                  from prospective investors or purchasers to invest in or
                  acquire all or substantially all of the assets of, as the case
                  may be, the Loan Parties";



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(ii) deleting the word "and" at the end of clause (e) thereof, (iii) deleting
the period at the end of clause (f) thereof and replacing it with the phrase ";
and" and (iv) adding the following new clause (g) at the end thereof:

                            (g) No later than July 15, 2002, seek to obtain
                  preliminary non-binding indications of interest from the
                  Persons receiving the confidential offering memorandum
                  referred to Section 6.1(j) with respect to an investment in,
                  or acquisition of a material potion of the assets of, the Loan
                  Parties.

                  (c) Section 9.1 of the Credit Agreement is hereby amended by
(i) deleting the phrase "; or" at the end of clause (q) thereof and replacing it
with a period and (ii) deleting clause (r) thereof in its entirety.

                  3. Representations and Warranties. Each Loan Party hereby
represents and warrants that (a) this Amendment has been duly authorized,
executed and delivered by such party, (b) assuming the effectiveness of this
Amendment, no Default or Event of Default has occurred and is continuing on and
as of the date hereof and (c) the representations and warranties of each of the
Loan Parties contained in the Credit Agreement and the other Loan Documents are
true and correct on and as of the date hereof as if made on and as of the date
hereof other than as referred to herein, except to the extent such
representations and warranties expressly relate to a different specific date.

                  4. Extension of Exclusivity Period. The Administrative Agent
(in such capacity) and each Lender party hereto shall refrain from objecting to
the request to be filed by the Loan Parties with the Bankruptcy Court to extend
(a) from May 13, 2002 to July 15, 2002 the date on which the period during which
any of the Loan Parties exclusively may file a Plan of Reorganization will
expire and (b) from July 9, 2002 to September 16, 2002 the date on which the
period during which any of the Loan Parties exclusively may solicit acceptances
to such Plan of Reorganization will expire.

                  5. Reference to and Effect on the Credit Agreement. Except as
specifically amended or waived herein, the Credit Agreement shall remain in full
force and effect and is hereby ratified and confirmed. The execution, delivery
and effectiveness of this Amendment shall not, except as expressly provided
herein, operate as an amendment, waiver or modification of any right, power or
remedy of the Administrative Agent, the Issuer or the Lenders under any of the
Loan Documents, nor constitute an amendment, waiver or modification of any other
provisions of the Loan Documents. This Amendment shall be a Loan Document for
the purposes of the Credit Agreement and the other Loan Documents.

                  6. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

                  7. Effectiveness. This Amendment shall become effective as of
the date (the "Effective Date") when the Administrative Agent shall have
received copies hereof which, when taken together, bear the signatures of each
of the Borrower, the Guarantors, the Administrative Agent and the Requisite
Lenders.

                  8. Fees, Costs and Expenses. The Borrower agrees to pay on
demand in accordance with the terms of Section 13.3 of the Credit Agreement all
costs and expenses of the Administrative Agent in connection with the
preparation, reproduction, execution and delivery of this Amendment, including
the reasonable fees and expenses of counsel for the Administrative Agent with
respect thereto.


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                  9. Counterparts and Headings. This Amendment may be executed
in two or more counterparts, each of which shall constitute an original but all
of which when taken together shall constitute but one contract. Delivery of an
executed signature page of this Amendment by facsimile transmission shall be as
effective as delivery of a manually executed counterpart hereof. The headings of
this Amendment are for convenience of reference only, are not part of this
Amendment and are not to affect the construction of, or to be taken into
consideration when interpreting, this Amendment.

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