Exhibit 10.1

SEVENTH AMENDMENT TO CREDIT AGREEMENT

WIDEOPENWEST FINANCE, LLC,
as the Borrower

CREDIT SUISSE AG,
as the Administrative Agent

JPMORGAN CHASE BANK, N.A.,
as the Revolver Agent

JPMORGAN CHASE BANK, N.A.,

CREDIT SUISSE SECURITIES (USA) LLC,

MORGAN STANLEY SENIOR FUNDING, INC., and

UBS SECURITIES LLC,
as the Seventh Amendment Lead Arrangers

JPMORGAN CHASE BANK, N.A.,

CREDIT SUISSE SECURITIES (USA) LLC,

MORGAN STANLEY SENIOR FUNDING, INC.,

UBS SECURITIES LLC,

RBC CAPITAL MARKETS(1),

SUNTRUST ROBINSON HUMPHREY, INC., and

MACQUARIE CAPITAL (USA) INC.,

as joint bookrunners for the Seventh Amendment

CREDIT SUISSE SECURITIES (USA) LLC,

MORGAN STANLEY SENIOR FUNDING, INC.,

UBS SECURITIES LLC,

RBC CAPITAL MARKETS,

SUNTRUST BANK, and

MACQUARIE CAPITAL (USA) INC.,

as co-syndication agents for the Seventh Amendment

RAYMOND JAMES BANK, N.A.,

as documentation agent for the Seventh Amendment

(1) RBC Capital Markets is a brand name for the capital markets businesses of Royal Bank of Canada and its affiliates.

SEVENTH AMENDMENT TO CREDIT AGREEMENT

This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 31, 2017, is entered into among WIDEOPENWEST FINANCE, LLC, a Delaware limited liability company (the “Borrower”), the PARENT GUARANTORS (as defined in the Existing Credit Agreement referred to below), the SUBSIDIARY GUARANTORS (as defined in the Existing Credit Agreement referred to below), the SEVENTH AMENDMENT LENDERS (as defined below), CREDIT SUISSE AG, as the Letter of Credit Issuer (as defined in the Existing Credit Agreement referred to below) (in such capacity, the “Existing Letter of Credit Issuer”), JPMORGAN CHASE BANK, N.A., as the New Letter of Credit Issuer (as defined below), CREDIT SUISSE AG, as administrative agent under the Credit Agreement referred to below (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and JPMORGAN CHASE BANK, N.A., as the Revolver Agent (as defined below), and amends that certain Credit Agreement, dated as of July 17, 2012, as amended by the First Amendment to Credit Agreement, dated as of April 1, 2013, the Second Amendment to Credit Agreement, dated as of November 27, 2013, the Third Amendment to Credit Agreement, dated as of May 21, 2015, the Fourth Amendment to Credit Agreement, dated as of July 1, 2015, the Fifth Amendment to Credit Agreement, dated as of May 11, 2016, and the Sixth Amendment to Credit Agreement, dated as of August 19, 2016 (such Credit Agreement, as so amended prior to this Amendment, the “Existing Credit Agreement”; and the Existing Credit Agreement as modified pursuant to this Amendment, the “Credit Agreement”), among the Borrower, the Parent Guarantors, the Lenders party thereto and the Administrative Agent.

RECITALS

WHEREAS, pursuant to Section 2.19 of the Existing Credit Agreement, the Borrower will refinance (the “Refinancing” and, together with the IPO, the “Transactions”) the existing Revolving Credit Commitments and all outstanding Revolving Credit Loans under the Existing Credit Agreement (such commitments, the “Existing Revolving Commitments”; such loans, the “Existing Revolving Loans”; and such commitments and loans, collectively, the “Existing Revolving Facility”) and, in connection therewith, the Lenders and Additional Lenders party hereto (collectively, the “Seventh Amendment Lenders”) will provide Revolving Credit Commitments in an aggregate principal amount of $200,000,000.00 (the “Refinancing Revolving Commitments”) (subject to satisfaction or waiver of the conditions set forth in Section 5 hereof);

WHEREAS, the proceeds of any Revolving Credit Loans made under such Refinancing Revolving Commitments (the “Refinancing Revolving Loans”) will be used (a) in the case of any Refinancing Revolving Loans made on the Seventh Amendment Effective Date (as defined below), (i) to repay the Existing Revolving Loans, (ii) to pay the fees, expenses and other transaction costs (including any original issue discount and/or upfront fees) incurred in connection with the Transactions and (iii) for general corporate purposes and (b) in the case of any Refinancing Revolving Loans made after the Seventh Amendment Effective Date, for general corporate purposes;

WHEREAS, after giving effect to the Refinancing Revolving Commitments, the parties hereto will make certain amendments to the Existing Credit Agreement as provided herein, such that, from and after the Seventh Amendment Effective Date, the terms and provisions of the Existing Credit Agreement shall be as set forth in the Credit Agreement;

WHEREAS, (a) the Administrative Agent desires to delegate its duties, rights and powers under the Credit Agreement with respect to the Revolving Credit Facility to the Revolver Agent as sub-administrative agent for the Revolving Credit Facility and (b) the Revolver Agent agrees to accept such duties, rights and powers and to act as sub-administrative agent for the Revolving Credit Facility; and

WHEREAS, the Borrower desires to replace the Existing Letter of Credit Issuer as Letter of Credit Issuer under the Credit Agreement with the New Letter of Credit Issuer.

NOW, THEREFORE, in consideration of the covenants made hereunder, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Definitions. Except as expressly provided herein, capitalized terms used in this Amendment shall have the meanings set forth for such terms in the Credit Agreement.

SECTION 2. Amendments to the Existing Credit Agreement. Effective upon the Refinancing, the terms and provisions of the Existing Credit Agreement are hereby amended as set forth on Exhibit A attached hereto such that all of the newly inserted and underscored provisions and any formatting changes reflected therein shall be deemed inserted or made, as applicable, and all of the stricken provisions shall be deemed to be deleted therefrom, which Credit Agreement shall immediately and automatically become effective upon the effectiveness of this Amendment in accordance with Section 5 below. Schedules and Exhibits to the Credit Agreement shall remain as in effect under the Existing Credit Agreement, except with respect to Schedule 1.1(B) attached hereto which shall replace Schedule 1.1(B) to the Credit Agreement in its entirety.

SECTION 3. Seventh Amendment Refinancing Revolving Commitments. Each Seventh Amendment Lender hereby commits to provide the amount of Refinancing Revolving Commitments as set forth opposite its name on Part I of Schedule 1.1(b) attached hereto pursuant to the terms and conditions hereof.

SECTION 4. Joinder to Credit Agreement.

(a) Each Seventh Amendment Lender acknowledges and agrees that, upon the effectiveness of this Amendment, it shall become a “Revolving Credit Lender” and a “Lender” under, and for all purposes of, the Credit Agreement and the other Credit Documents, and shall be subject to and bound by the terms thereof; and shall perform all the obligations of and shall have all rights of a Revolving Credit Lender and Lender thereunder.

(b) Upon the effectiveness of this Amendment, unless the context otherwise requires, all references in the Credit Documents to Revolving Credit Loans of each Revolving Credit Lender party to this Amendment shall be deemed to, and shall constitute, references to such Revolving Credit Loans as modified hereby.

SECTION 5. Conditions to Effectiveness of this Amendment. This Amendment shall become effective when all the conditions set forth in this Section 5 shall have been satisfied (provided that such conditions are satisfied no later than May 31, 2017) (the date such conditions are satisfied being the “Seventh Amendment Effective Date”).

(a) Execution of Counterparts. The Administrative Agent shall have executed this Amendment, it its capacity as Administrative Agent. The Revolver Agent shall have executed this Amendment, it its capacity as Revolver Agent. The Existing Letter of Credit Issuer and the New Letter of Credit Issuer shall have executed this Amendment in each of their capacities as Letter of Credit Issuer under the Existing Credit Agreement and the Credit Agreement, as applicable. The Seventh Amendment Lenders shall have executed this Amendment. The Administrative Agent, the Revolving Agent, the Seventh Amendment Lenders and the Seventh Amendment Lead Arrangers, shall have received counterparts of this Amendment executed by a duly authorized officer of the Borrower, each Parent Guarantor and each Subsidiary Guarantor.

(b) Legal Opinions. The Seventh Amendment Lead Arrangers, the Seventh Amendment Lenders, the Administrative Agent and the Revolver Agent shall have received the executed legal opinion of (a) Kirkland & Ellis LLP, special New York counsel to the Credit Parties and (b) Wilkinson Barker Knauer, LLP, regulatory counsel to the Credit Parties, in each case, (i) dated the Seventh Amendment Effective Date, (ii) addressed to the Administrative Agent, the Revolver Agent, the Letter of Credit Issuers and the Lenders (including the Additional Lenders), and (iii) in form and substance reasonably satisfactory to the Administrative Agent, the Revolver Agent and the Seventh Amendment Lead Arrangers. The Borrower and the other Credit Parties hereby instruct such counsel to deliver such legal opinion.

(c) Secretary Certificates. The Administrative Agent shall have received a certificate of the Borrower, dated the Seventh Amendment Effective Date and reasonably acceptable to the Administrative Agent, the Revolver Agent and the Seventh Amendment Lead Arrangers, in each case with appropriate insertions, executed by the President, Vice President or Chief Financial Officer and the Secretary or any Assistant Secretary of the Borrower, and attaching (i) a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors (or similar governing body) of the Borrower (or a duly authorized committee thereof), authorizing (x) the execution and delivery of this Amendment and any agreements relating thereto to which it is a party and (y) the performance of the Transactions, this Amendment and the Credit Agreement, including any extensions of credit contemplated hereunder, (ii) a true and complete copy of the certificate of formation and limited liability company agreement of the Borrower, (iii) an incumbency certificate of the officers of the Borrower executing this Amendment and (iv) a good standing certificate certified as of a recent date from the applicable Governmental Authority of the Borrower’s jurisdiction of organization.

(d) Seventh Amendment Effective Date Certificate. The Administrative Agent, the Revolver Agent and the Seventh Amendment Lenders shall have received a certificate of an Authorized Officer of the Borrower, dated the Seventh Amendment Closing Date, certifying that the conditions set forth in Sections 5(f) and 5(g) have been satisfied.

(e) Fees and Expenses. The Administrative Agent, Revolver Agent and the Seventh Amendment Lenders shall have received all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Revolver Agent and the Seventh Amendment Lead Arrangers (including the reasonable fees, charges and disbursements of outside counsel for the Revolver Agent and the Seventh Amendment Lead Arrangers) required to be paid pursuant to (i) that certain fee letter, dated as of May 8, 2017, between the Borrower, the Seventh Amendment Lead Arrangers and the Seventh Amendment Lenders (the “Fee Letter”), (ii) that certain agency fee letter, dated as of the date hereof, between the Borrower and the Revolver Agent (the “Agent Fee Letter”) and (iii) the Existing Credit Agreement or any other agreement relating to this Amendment and for which invoices have been presented, no later than three Business Days prior to the Seventh Amendment Effective Date (which amounts referred to in this clause (iii) may, at the Borrower’s option, be offset against any proceeds of initial Refinancing Revolving Loans made on the Seventh Amendment Effective Date).

(f) Representations and Warranties.

i. As of the Seventh Amendment Effective Date, the representations and warranties contained herein, in the Credit Agreement and in the other Credit Documents shall be true and correct in all material respects on and as of the Seventh Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date.

ii. With respect to each Credit Party other than the Borrower, since the date of the last certification or delivery (as applicable) for such Credit Party (A) there shall have been no changes to the certificate of incorporation or certificate of formation and by-laws or limited liability company agreement (or equivalent organizational documents) of such Credit Party except as provided in the secretary’s certificate delivered on the Seventh Amendment Effective Date, (B) the resolutions adopted by the Board of Directors (or similar governing body) of such Credit Party and attached to the secretary’s certificate of such Credit Party shall not have been modified, rescinded or amended and shall be in full force and effect as of the Seventh Amendment Effective Date, and (C) no changes shall have been made to the incumbency certificate of the officers of such Credit Party.

(g) No Default. As of the Seventh Amendment Effective Date, no event shall have occurred and be continuing or would result from the consummation of the Transactions or the transactions contemplated by this Amendment on the Seventh Amendment Effective Date that would constitute an Event of Default or a Default.

(h) Solvency Certificate. On the Seventh Amendment Effective Date, the Administrative Agent, the Revolver Agent and the Seventh Amendment Lead Arrangers shall have received a certificate from the Chief Financial Officer or Chief Executive Officer of the Borrower in substantially the form of Exhibit L to the Existing Credit Agreement, demonstrating that after giving effect to the consummation of the Transactions and the transactions contemplated hereunder, the Borrower, on a consolidated basis with is Subsidiaries, is Solvent.

(i) IPO. Substantially concurrently with the Seventh Amendment Effective Date, a Qualified IPO shall be consummated with gross proceeds at the time of such Qualified IPO of at least $310,000,000 (the “IPO”) and the net proceeds of the IPO shall be applied to reduce the outstanding indebtedness of the Borrower and its subsidiaries under the Senior Unsecured Notes or Term Loans under the Credit Agreement.

(j) Section 2.19. The Borrower shall have complied with Section 2.19 of the Existing Credit Agreement to the extent necessary to incur the Refinancing Revolving Commitments (and Refinancing Revolving Loans made pursuant thereto).

(k) PATRIOT Act. The Administrative Agent and the Revolver Agent shall have received, no later than five Business Days in advance of the Seventh Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, that has been reasonably requested by the Administrative Agent or the Revolver Agent at least ten days in advance of the Seventh Amendment Effective Date.

(l) Termination of Existing Revolving Facility. The Administrative Agent shall have received a notice of termination with respect to the Existing Revolving Commitments meeting the requirements of Section 4.2 of the Credit Agreement and no Existing Revolving Loans shall be outstanding on the Seventh Amendment Effective Date.

For purposes of determining compliance with the conditions specified in this Section 5, each of the Seventh Amendment Lenders that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such Seventh Amendment Lenders unless the Administrative Agent has received notice from such Seventh Amendment Lenders prior to the Seventh Amendment Effective Date specifying its objection thereto.

SECTION 6. Representations and Warranties. Each Credit Party represents and warrants as follows:

(a) Status. Each Parent Guarantor, the Borrower and each Restricted Subsidiary (other than any Immaterial Subsidiary) (a) is a duly organized and validly existing corporation or other entity in good standing under the laws of the jurisdiction of its organization and has the corporate or other organizational power and authority to own its property and assets and to transact the business in which it is engaged and (b) has duly qualified and is authorized to do business and is in good standing in all jurisdictions where it is required to be so qualified or in good standing, except where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect; provided, however, that each Parent Guarantor, the Borrower and the Subsidiaries may consummate any transaction permitted under Section 10.3 of the Credit Agreement.

(b) Power and Authority. (i) Each Credit Party has the corporate or other organizational power and authority to execute and deliver this Amendment and to carry out the terms and provisions of this Amendment and the Credit Agreement, to the extent such Credit Party is a party thereto and has taken all necessary corporate or other organizational action to authorize the execution and delivery of this Amendment and to authorize the performance of this Amendment and the Credit Agreement, to the extent such Credit Party is a party thereto (and, in the case of the Borrower, to borrow hereunder and under the Credit Agreement); (ii) each Credit Party has duly executed and delivered this Amendment, and each of this Amendment and the Credit Agreement, to the extent such Credit Party is a party thereto, constitutes the legal, valid and binding obligation of such Credit Party enforceable in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity and (iii) each Credit Party (x) has the corporate or other organizational power and authority and possesses all franchises, licenses, permits, authorizations and approvals, in each case from Governmental Authorities, necessary to enable it to use its corporate name and to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (y) is in compliance with all applicable statutes, laws, ordinances, rules, orders, permits, franchises and regulations of any applicable Governmental Authority, domestic or foreign (including, without limitation, those related to Hazardous Materials and substances), except where noncompliance could not reasonably be expected to have a Material Adverse Effect.

(c) Authorization; No Violation. None of (i) the execution and delivery by any Credit Party of this Amendment, (ii) the performance by any Credit Party of this Amendment or the Credit Agreement, to the extent such Credit Party is a party thereto, or (iii) compliance by any Credit Party with the terms and provisions thereof, the Transactions or the other transactions contemplated by this Amendment will (x) contravene any applicable provision of any law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality, except where such contravention could not reasonably be expected to have a Material Adverse Effect, (y) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of any Parent Guarantor, the Borrower or any of the Restricted Subsidiaries (other than Liens created under the Credit Documents) pursuant to, the terms of any indenture (including the Senior Unsecured Notes Indenture), loan agreement, lease agreement, mortgage, deed of trust, agreement or other material instrument to which any Parent Guarantor, the Borrower or any of the Restricted Subsidiaries is a party or by which it or any of its property or assets is bound, except where such breach or default could not reasonably be expected to have a Material Adverse Effect or (z) violate any provision of the certificate of incorporation, by-laws or other constitutional documents of any Parent Guarantor, the Borrower or any of the Restricted Subsidiaries.

(d) Accuracy of Representations and Warranties. The representations and warranties of each Credit Party set forth in the Credit Documents (including, for avoidance of doubt, in the Credit Agreement) are true and correct in all material respects on and as of the Seventh Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date.

(e) No Default or Event of Default. As of the Seventh Amendment Effective Date, no Event of Default or Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Amendment on the Seventh Amendment Effective Date.

SECTION 7. Validity of Obligations and Liens.

(a) Validity of Obligations. The Borrower, each Parent Guarantor and each other Credit Party acknowledges and agrees that, both before and after giving effect to this Amendment and the Credit Agreement, the Borrower, each Parent Guarantor and each other Credit Party is, jointly and severally, indebted to the Lenders (including, upon the effectiveness of this Amendment, to the Seventh Amendment Lenders) and the other Secured Parties for the Obligations, without defense, counterclaim or offset of any kind and the Borrower, each Parent Guarantor and each other Credit Party hereby ratifies and reaffirms the validity, enforceability and binding nature of such Obligations (except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity). For the avoidance of doubt, it is acknowledged and agreed that, from and after the Seventh Amendment Effective Date, “Obligations”, as used in this Amendment or in any other Credit Documents shall include, without limitation, the Revolving Credit Loans and all other Obligations under or related to the Revolving Credit Commitments as modified by this Amendment.

(b) Validity of Guarantees. Each Parent Guarantor and each other Guarantor hereby (i) acknowledges and agrees to the terms of this Amendment and the Credit Agreement and (ii) confirms and agrees that, its guarantee under the Guarantee Agreement is, and shall continue to be, in full force and effect, and shall apply to all Obligations and such guarantee is hereby ratified and confirmed in all respects.

(c) Validity of Liens and Credit Documents. The Borrower, each Parent Guarantor and each other Credit Party hereby ratifies and reaffirms the validity and enforceability (except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity) of the Liens and security interests granted to the Administrative Agent for the benefit of the Secured Parties to secure any of the Obligations by the Borrower, each Parent Guarantor or any other Credit Party pursuant to the Credit Documents to which any of the Borrower, each Parent Guarantor or any other Credit Party is a party and hereby confirms and agrees that notwithstanding the effectiveness of this Amendment and the Credit Agreement, and except as expressly amended by this Amendment or pursuant to the Credit Agreement, each such Credit Document is, and shall continue to be, in full force and effect and each is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of this Amendment and the Credit Agreement, (i) each reference in the Credit Documents to the “Credit Agreement”, “thereunder”, “thereof” (and each reference in the Credit Agreement to this “Agreement”, “hereunder” or “hereof”) or words of like import shall mean and be a reference to the Credit Agreement (as amended and modified hereby), and (ii) all references to “Revolving Credit Loans” and “Revolving Credit Commitments” in the Credit Documents shall be deemed to be references to the Revolving Credit Loans and Revolving Credit Commitments, as amended hereby (including the Refinancing Revolving Loans and the Refinancing Revolving Commitments), unless the context otherwise requires.

SECTION 8. Lender Consent and Authorization.

(a) Each of the Lenders party hereto hereby acknowledges and agrees that it has received a copy of the Credit Agreement and consents to, and authorizes the Borrower, each Parent Guarantor, each other Credit Party and the Administrative Agent to enter into such amendments, restatements, amendment and restatements, supplements and modifications to the Security Agreement, the Guarantee Agreement and the other Security Documents and Credit Documents as the Administrative Agent deems reasonably necessary or desirable in connection with this Amendment.

(b) By executing and delivering this Agreement, each of the Seventh Amendment Lenders, in its capacity as a Lender under the Credit Agreement, hereby irrevocably authorizes and directs (i) Credit Suisse AG to execute this Amendment in its capacities as Administrative Agent and (ii) JPMorgan Chase Bank, N.A. to execute this Amendment in its capacities as Revolver Agent.

(c) By executing and delivering this Agreement, each of the Administrative Agent and the Letter of Credit Issuers consents to each Additional Lender that is a Seventh Amendment Lender party hereto becoming a Revolving Credit Lender.

(d) For purposes of determining withholding Taxes imposed under FATCA, from and after the Seventh Amendment Effective Date, the Borrower and the Administrative Agent shall treat (and the Seventh Amendment Lenders hereby authorize the Administrative Agent and the Revolver Agent to treat) the Refinancing Revolving Loans and Letter of Credit Exposure under the Refinancing Revolving Commitments as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

SECTION 9. Appointment of Sub-Agent for Revolving Credit Facility. The Administrative Agent desires to delegate its duties, rights and powers under the Credit Agreement with respect to the Revolving Credit Facility to JPMorgan Chase Bank, N.A. as sub-administrative agent for the Revolving Credit Facility (in such capacity, together with its successors and assigns in such capacity, the “Revolver Agent”) and hereby appoints JPMorgan Chase Bank, N.A. as the Revolver Agent, and JPMorgan Chase Bank, N.A. hereby agrees to accept such duties, rights and powers, and such appointment as, the Revolver Agent, and in connection therewith, the Administrative Agent and the Revolver Agent hereby agree as follows:

(a) On and after the Seventh Amendment Effective Date, the Revolver Agent shall have the rights, obligations, duties and powers of the Administrative Agent set forth below (“Revolver Agency Responsibilities”) with respect to the Revolving Credit Facility under (and in accordance with) the Credit Agreement, to the full extent as if the Revolver Agent were appointed Administrative Agent for the Revolving Credit Facility in the first instance and the Administrative Agent shall have no Revolver Agency Responsibilities.

(b) It is further acknowledged and agreed that the Revolver Agent shall assume the following responsibilities under the Revolving Credit Facility:

i. receiving and processing notices of borrowing, notices of prepayment, notices of termination or reductions of commitments, and notices for conversions and continuations, in each case, with respect to the Revolving Credit Facility;

ii. receiving and processing requests for Incremental Commitments and Loan Modification Offers, with respect to the Revolving Credit Facility; providing notices with respect to Letters

of Credit to the extent such notices were otherwise to be provided by the Administrative Agent;

iii. advancing funds to the Borrower in the case of Borrowings of loans under the Revolving Credit Facility (and receiving funds advanced from each Revolving Credit Lender in connection with such Borrowings);

iv. receiving, processing, applying and distributing payments of principal and interest on the Revolving Credit Loans and commitment fees in respect of the Revolving Credit Commitments from the Borrower with respect to the Revolving Credit Facility and Letter of Credit Fees;

v. maintaining the Register for the Revolving Credit Facility pursuant to Sections 2.5(d) and 13.6(b) of the Credit Agreement;

vi. determining the interest rate for any Borrowing of Revolving Credit Loans and the Commitment Fee Rate in effect at any time; and

vii. consenting to assignments of Revolving Credit Loans and Revolving Credit Commitments, to the extent consent of the Administrative Agent is required under Section 13.6 of the Credit Agreement;

(c) Article 12 of the Credit Agreement shall apply to the Revolver Agent with equal force as if the Revolver Agent were the “Administrative Agent” referred to thereunder to the extent such provisions are applicable to the Revolver Agency Responsibilities, and each Seventh Amendment Lender and each Letter of Credit Issuer and the Administrative Agent hereby consents and agrees to the foregoing;

(d) Neither the Revolver Agent nor the Administrative Agent shall (i) have any fiduciary relationship with the other, (ii) have any obligation to consult with, rely upon or seek consent from the other or (iii) have any liability to the other for actions taken in their respective capacities as Revolver Agent and Administrative Agent or omissions of the Revolver Agent and Administrative Agent in their respective capacities as Revolver Agent and Administrative Agent; and

(e) Each Credit Party, each Seventh Amendment Lender and each Letter of Credit Issuer hereby (i) consents and agrees to the provisions of this Section 9, (ii) agrees that the Revolver Agent shall not have any liability to any Credit Party, any Seventh Amendment Lender or any Letter of Credit Issuer for actions taken by or omissions of the Administrative Agent in its capacity as the Administrative Agent, and (iii) agrees that the Administrative Agent shall not have any liability to any Credit Party, any Seventh Amendment Lender or any Letter of Credit Issuer for actions taken by or omissions of the Revolver Agent in its capacity as the Revolver Agent.

SECTION 10. Appointment of New Letter of Credit Issuer. Pursuant to Section 3.6 of the Credit Agreement, the Borrower hereby replaces the Existing Letter of Credit Issuer with JPMorgan Chase Bank, N.A. as Letter of Credit Issuer under the Credit Agreement (in such capacity, the “New Letter of Credit Issuer”) and the New Letter of Credit Issuer accepts such appointment. On and from the Seventh Amendment Effective Date, the Existing Letter of Credit Issuer shall cease to be a Letter of Credit Issuer under the Credit Agreement and the New Letter of Credit Issuer shall hereby have the rights, power and duties of a Letter of Credit Issuer under the Credit Agreement; provided that the Existing Letter of Credit Issuer shall continue to have all rights and obligations of a Letter of Credit Issuer under the Credit Agreement and other Credit Documents with respect to Letters of Credit previously issued by it. Letters

of Credit issued by the Existing Letter of Credit Issuer and outstanding under the Existing Credit Agreement (collectively, the “Existing Letters of Credit” and each, an “Existing Letter of Credit”) on the Seventh Amendment Effective Date shall not be Letters of Credit under the Credit Agreement and shall constitute permitted Indebtedness under Section 10.1(iii) of the Credit Agreement. Each Existing Letter of Credit shall remain outstanding on and after the Seventh Amendment Effective Date; provided that, on and after the Seventh Amendment Effective Date, the Existing Letter of Credit Issuer shall have no further obligation to issue any new Letters of Credit, renew any Existing Letter of Credit or extend the expiration date of any Existing Letter of Credit. On the Seventh Amendment Effective Date, the Letter of Credit Commitments under the Credit Agreement of the Existing Letter of Credit Issuer shall be terminated and the Letter of Credit Commitments of the New Letter of Credit Issuer shall be $40,000,000.00.

SECTION 11.Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 12. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by telecopier or electronic image scan transmission (e.g., PDF via electronic mail) shall be effective as delivery of an original executed counterpart of this Amendment.

SECTION 13. Execution of Amendment. Execution of this Amendment by any Person constitutes the agreement of such Person to (and results in such Person being bound by) this Amendment and the Credit Agreement.

SECTION 14. Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 15. Integration. This Amendment, the Existing Credit Agreement, the Credit Agreement, the other Credit Documents, the Fee Letter, the Agent Fee Letter and that certain commitment letter, dated May 8, 2017, among the Borrower, the Seventh Amendment Lead Arrangers and the Seventh Amendment Lenders (the “Commitment Letter”), represent the agreement of the Borrower, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent, the Seventh Amendment Lead Arrangers or any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the Existing Credit Agreement, the Credit Agreement, other Credit Documents, the Commitment Letter, the Fee Letter and the Agent Fee Letter. This Amendment shall constitute a “Credit Document” and a “Refinancing Amendment” for all purposes under the Credit Agreement.

SECTION 16. No Novation. This Amendment shall not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the priority of any Credit Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or the instruments,

documents and agreements securing the same, which shall remain in full force and effect. Nothing in this Amendment shall be construed as a release or other discharge of the Borrower, each Parent Guarantor or any other Credit Party from any of its obligations and liabilities under the Existing Credit Agreement or the other Credit Documents, all of which are continued on the terms set forth herein and in the Credit Agreement.

SECTION 17. Submission to Jurisdiction; Waivers. Each of the Parent Guarantors, each of the Subsidiary Guarantors and the Borrower each hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Amendment, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan, New York, New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b) consents and agrees that any such action or proceeding arising out of or relating to this Amendment or any other Credit Document may be brought in any court referred to in paragraph (a) of this Section 17 and waives any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 13.2 of the Credit Agreement or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 17 any special, indirect, exemplary, punitive or consequential damages.

Each of the parties hereto agrees that a final judgment in any such action or proceeding arising out of or relating to this Amendment and brought in any court referred to in paragraph (a) of this Section 17 shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

SECTION 18. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 19. Headings. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

SECTION 20. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of (i) the Borrower, each Parent Guarantor and each other Credit Party party hereto and their respective successors and assigns, and (ii) the Administrative Agent, the Revolver Agent and the Lenders and each of their respective successors and assigns. Neither the Borrower’s nor any Parent Guarantor’s, nor any other Credit Parties’ rights and obligations hereunder and any interest herein may be assigned or delegated by the Borrower, each Parent Guarantor or any other Credit Party without the prior written consent of (i) the Lenders party hereto and (ii) each Agent and Lender whose consent is required under the Existing Credit Agreement or Credit Agreement, as applicable, for any such assignment or delegation.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

	BORROWER:

	WIDEOPENWEST FINANCE, LLC

	By:	/s/ Richard Edward Fish, Jr.
	Name:	Richard Edward Fish, Jr.
	Title:	Chief Financial Officer


	PARENT GUARANTORS:

	RACECAR ACQUISITION, LLC
	WIDEOPENWEST, INC.

	By:	/s/ Richard Edward Fish, Jr.
	Name:	Richard Edward Fish, Jr.
	Title:	Chief Financial Officer


	SUBSIDIARY GUARANTORS:

	WIDEOPENWEST CLEVELAND, LLC
	WIDEOPENWEST ILLINOIS, LLC
	WIDEOPENWEST MICHIGAN, LLC
	WIDEOPENWEST NETWORKS, LLC

	By:	/s/ Richard Edward Fish, Jr.
	Name:	Richard Edward Fish, Jr.
	Title:	Chief Financial Officer


	WIDEOPENWEST GEORGIA, LLC

	By:	/s/ Richard Edward Fish, Jr.
	Name:	Richard Edward Fish, Jr.
	Title:	Treasurer

WideOpenWest Finance, LLC 8-K