Exhibit 10.1

EXECUTION VERSION

EIGHTH AMENDMENT TO CREDIT AGREEMENT

WIDEOPENWEST FINANCE, LLC,
as the Borrower

JPMORGAN CHASE BANK, N.A.,

as the New Administrative Agent

and

CREDIT SUISSE AG,
as the Exiting Administrative Agent

JPMORGAN CHASE BANK, N.A.,

MORGAN STANLEY SENIOR FUNDING, INC.,

CREDIT SUISSE SECURITIES (USA) LLC,

UBS SECURITIES LLC,

RBC CAPITAL MARKETS,

SUNTRUST ROBINSON HUMPHREY, INC., and

MACQUARIE CAPITAL (USA) INC.,

as the lead arrangers for the Eighth Amendment

JPMORGAN CHASE BANK, N.A. and

MORGAN STANLEY SENIOR FUNDING, INC.,

as the Eighth Amendment Joint Bookrunners

CREDIT SUISSE SECURITIES (USA) LLC,

UBS SECURITIES LLC,

RBC CAPITAL MARKETS,

SUNTRUST BANK, and

MACQUARIE CAPITAL (USA) INC.,

as co-syndication agents for the Eighth Amendment

RAYMOND JAMES BANK, N.A.,

as documentation agent for the Eighth Amendment

EIGHTH AMENDMENT TO CREDIT AGREEMENT

This EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 17, 2017, is entered into among WIDEOPENWEST FINANCE, LLC, a Delaware limited liability company (the “Borrower”), the PARENT GUARANTOR (as defined in the Credit Agreement referred to below), the SUBSIDIARY GUARANTORS (as defined in the Credit Agreement referred to below), the SEVENTH AMENDMENT REVOLVING CREDIT LENDERS (as defined in the Existing Credit Agreement), the EIGHTH AMENDMENT LENDERS (as defined below) party hereto, CREDIT SUISSE AG, as administrative agent under the Existing Credit Agreement referred to below (the “Exiting Administrative Agent”) and JPMORGAN CHASE BANK, N.A. (“JPM”), as the Letter of Credit Issuer, as the Revolver Agent (as defined in the Existing Credit Agreement) and as administrative agent under the Credit Agreement referred to below (the “New Administrative Agent”), 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, the Sixth Amendment to Credit Agreement, dated as of August 19, 2016 and the Seventh Amendment to Credit Agreement, dated as of May 31, 2017 (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 (as defined therein), 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 outstanding Term B Loans held by the Lenders prior to the Eighth Amendment Effective Date (as defined below) (the “Existing Term B Lenders”) under the Existing Credit Agreement (the “Existing Term B Loans”) and, in connection therewith, JPM (the “Eighth Amendment Term Lender”) will advance Refinancing Term Loans in an aggregate principal amount of $2,049,512,500.00 (subject to Section 3 hereof) (the “Refinancing Term B Loans”), the proceeds of which will be used to repay the Existing Term B Loans;

WHEREAS, after giving effect to the extension of the Refinancing Term B Loans, the Borrower, the Parent Guarantor, the Eighth Amendment Term Lender, the Seventh Amendment Revolving Credit Lenders and the Administrative Agent will make certain amendments to the Existing Credit Agreement as provided herein, such that, from and after the Eighth Amendment Effective Date, the terms and provisions of the Existing Credit Agreement shall be as set forth in the Credit Agreement;

WHEREAS, after giving effect to such amendment to the Existing Credit Agreement, pursuant to Section 2.17 of the Credit Agreement, the Borrower will (a)(i) borrow an additional $230,487,500.00 aggregate principal amount of New Term Loans from the Eighth Amendment Term Lender, which New Term Loans will be of the same class as the Refinancing Term B Loans (the “Additional Term B Loans” and, together with the Refinancing Term B Loans, the “Eighth Amendment Term B Loans”) and (ii) increase the Revolving Credit Commitments by an aggregate principal amount of $100,000,000.00 (the “Increased Revolving Credit Commitments”), which

Increased Revolving Credit Commitments will be provided by the Revolving Credit Commitment Increase Lenders party hereto (collectively, the “Eighth Amendment Revolving Credit Lenders” and, together with the Eighth Amendment Term Lender, collectively, the “Eighth Amendment Lenders”) as an increase to their Revolving Credit Commitments outstanding immediately prior to the effectiveness of this Amendment (such Revolving Credit Commitments, the “Seventh Amendment Revolving Credit Commitments”) and (b) use the proceeds of such Additional Term B Loans and any Revolving Credit Loans made on the Eighth Amendment Effective Date (x) to pay fees and expenses in connection with the transactions contemplated herein, (y) to repurchase or redeem a portion of the Borrower’s outstanding Senior Unsecured Notes and (z) solely in the case of any Revolving Credit Loans, otherwise for general corporate purposes; and

WHEREAS, the Exiting Administrative Agent desires to resign as Administrative Agent and the Required Lenders and the Borrower desire to appoint the New Administrative Agent as Administrative Agent;

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 Existing Credit Agreement. Effective upon the refinancing of the Existing Term B Loans and the making of the Refinancing Term B Loans, 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 Exhibits set forth on Exhibit B attached hereto, each of which shall replace the respective Exhibit to the Credit Agreement in its entirety.

SECTION 3. Eighth Amendment Term B Loans. The Eighth Amendment Term Lender hereby commits to advance the amount of Refinancing Term B Loans and Additional Term B Loans set forth opposite its name on Part II-A and/or Part II-B of Schedule 1.1(b) attached hereto pursuant to the terms and conditions hereof. The proceeds of the Refinancing Term B Loans and Additional Term B Loans shall be applied as set forth above. For the avoidance of doubt, the Eighth Amendment Joint Bookrunners (as defined below) and the Administrative Agent may agree to allow the Existing Term B Lenders to exchange their Existing Term B Loans for Eighth Amendment Term B Loans under the Credit Agreement on terms to be determined by the Eighth Amendment Joint Bookrunners and the Administrative Agent, and any such exchange shall reduce the amount of Eighth Amendment Term B Loans actually funded by the Eighth Amendment Term Lender on a dollar-for-dollar basis.

SECTION 4. Increased Revolving Commitments. Each Eighth Amendment Revolving Credit Lender hereby commits to provide the amount of Increased Revolving Credit Commitments as set forth opposite its name on Part I-B of Schedule 1.1(b) attached hereto pursuant to the terms and conditions hereof. The proceeds of any Revolving Credit Loans made under such Revolving Credit Commitments shall be used as set forth herein. For the avoidance of doubt, the Increased Revolving Credit Commitments (and any Revolving Credit Loans made thereunder) shall be of the same class as the Revolving Credit Commitments (and Revolving Credit Loans) in effect (or outstanding) immediately prior to the effectiveness of the Increased Revolving Credit Commitments. Upon the effectiveness of the Increased Revolving Credit Commitments, each Seventh Amendment Revolving Credit Lender will automatically and without further act be deemed to have assigned to each Eighth Amendment Revolving Credit Lender, in respect of such Revolving Credit Commitment Increase, and each such Eighth Amendment Revolving Credit Lender will automatically and without further act be deemed to have assumed, a portion of such Seventh Amendment Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Credit Lender (including each such Eighth Amendment Revolving Credit Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date hereof, there are any Revolving Credit Loans outstanding and such Revolving Credit Loans are not held ratably according to the aggregate Revolving Credit Commitments of all Revolving Credit Lenders after giving effect to this Amendment, such Revolving Credit Loans shall on or prior to the effectiveness of the Increased Revolving Credit Commitments be prepaid from the proceeds of additional Revolving Credit Loans made hereunder by the Eighth Amendment Revolving Credit Lenders ratably according to their Increased Revolving Credit Agreements, which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.12 of the Credit Agreement; provided that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence; and provided further, that after giving effect to any such Revolving Credit Loans made on the date hereof, the Revolving Credit Loans are held ratably according to the aggregate Revolving Credit Commitments of all Revolving Credit Lenders after giving effect to this Amendment.

SECTION 5. Joinder to Credit Agreement.

(a) Each Eighth Amendment Lender acknowledges and agrees that, upon the effectiveness of this Amendment, it shall become a “Term Loan Lender” and/or a “Revolving Credit Lender” (as applicable) 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 Term Loan Lender and/or Revolving Credit Lender (as applicable) and a Lender thereunder.

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

SECTION 6. Conditions to Effectiveness of this Amendment. This Amendment shall become effective when all the conditions set forth in this Section 6 shall have been satisfied (provided that such conditions are satisfied no later than July 17, 2017) (the date such conditions are satisfied being the “Eighth Amendment Effective Date”). Notwithstanding the foregoing, the changes in the definitions of “Change of Control” and “Holdings” contained in Section 1.1 of the Credit Agreement and the changes in Section 10.3 of the Credit Agreement, as referenced in Exhibit A attached hereto, shall become effective upon the satisfaction of the conditions referenced in clause (a) below.

(a) Execution of Counterparts. The Exiting Administrative Agent shall have executed this Amendment, in its capacity as Administrative Agent (as defined in the Existing Credit Agreement), the New Administrative Agent shall have executed this Amendment, in its capacity as Administrative Agent (as defined in the Credit Agreement) and the Revolver Agent shall have executed this Amendment. Each of the Seventh Amendment Revolving Credit Lenders, Eighth Amendment Lenders and the Letter of Credit Issuer shall have executed this Amendment. The Exiting Administrative Agent, the New Administrative Agent and each of JPM and Morgan Stanley Senior Funding, Inc. (together with JPM, the “Eighth Amendment Joint Bookrunners”) in their respective capacities as lead arrangers for this Amendment, shall have received counterparts of this Amendment executed by a duly authorized officer of the Borrower, the Parent Guarantor and each Subsidiary Guarantor.

(b) Repayment. Subject to Section 3 hereto, the Borrower shall have delivered a prepayment notice to the Exiting Administrative Agent satisfying the requirements of Section 5.1 of the Existing Credit Agreement and, pursuant thereto, shall pay to the Exiting Administrative Agent on the Eighth Amendment Effective Date an amount equal to $2,049,512,500.00 to be applied to the Existing Term B Loans, together with accrued and unpaid interest on such Existing Term B Loans (such repayment of Existing Term B Loans to be net of amounts of Existing Term B Loans exchanged for Eighth Amendment Term B Loans as provided in Section 3 hereof). In the event that any Revolving Credit Loans are outstanding on the Eighth Amendment Effective Date, the Borrower shall have delivered a prepayment notice to the Revolver Agent satisfying the requirements of Section 5.1 of the Existing Credit Agreement and, pursuant thereto, shall pay to the Revolver Agent on the Eighth Amendment Effective Date an amount equal to the aggregate principal amount of Revolving Credit Loans outstanding, together with accrued and unpaid interest on such Revolving Credit Loans and any additional amounts required to be paid pursuant to Section 2.11 of the Existing Credit Agreement, in order to satisfy the requirements of Section 4 of this Amendment and Section 2.17(f) of the Existing Credit Agreement.

(c) Legal Opinions. The New Administrative Agent and the Eighth Amendment Joint Bookrunners 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 Eighth Amendment Effective Date, (ii) addressed to the New Administrative Agent, the Eighth Amendment Joint Bookrunners and the Lenders, and (iii) in form and substance reasonably satisfactory to the New Administrative Agent and the Eighth Amendment Lead Arrangers. The Borrower, the other Credit Parties and the New Administrative Agent hereby instruct such counsel to deliver such legal opinion.

(d) Secretary Certificates. The New Administrative Agent shall have received a certificate of the Credit Parties, dated the Eighth Amendment Effective Date and reasonably acceptable to the New Administrative Agent and the Eighth Amendment Joint Bookrunners, in each case with

appropriate insertions, executed by the President, Vice President or Chief Financial Officer and the Secretary or any Assistant Secretary of each Credit Party, and attaching (i) a copy of the resolutions, in form and substance satisfactory to the New 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) and (y) the performance of this Amendment, the Credit Agreement and the transactions contemplated hereby and thereby, including any extensions of credit contemplated hereunder, (ii) true and complete copies of the certificate of incorporation, articles of incorporation or certificate of formation, as applicable, and limited liability company agreement or bylaws, as applicable, of each Credit Party, (iii) incumbency certificates of the officers of each Credit Party executing this Amendment and (iv) a good standing certificate certified as of a recent date from the applicable Governmental Authority of each Credit Party’s jurisdiction of organization.

(e) Fees and Expenses. The Exiting Administrative Agent, the New Administrative Agent and the Eighth Amendment Joint Bookrunners shall have received all reasonable and documented out-of-pocket expenses incurred by the Exiting Administrative Agent, the New Administrative Agent and the Eighth Amendment Joint Bookrunners (including the reasonable fees, charges and disbursements of outside counsel for the Exiting Administrative Agent, the New Administrative Agent and the Eighth Amendment Joint Bookrunners) required to be paid to the Exiting Administrative Agent, the New Administrative Agent and the Eighth Amendment Joint Bookrunners pursuant to the Existing Credit Agreement or any separate letter agreement relating to this Amendment (including, without limitation, that certain (i) Engagement Letter, dated June 5, 2017, among the Borrower and the Eighth Amendment Joint Bookrunners and (ii) Commitment Letter, dated May 8, 2017 (the “Commitment Letter”), among the Borrower and the Seventh Amendment Revolving Credit Lenders for which invoices have been presented, no later than three Business Days prior to the Eighth Amendment Effective Date; provided that any amounts required to be paid may be offset against the proceeds of any Loans made on the Eighth Amendment Effective Date.

(f) Representations and Warranties. As of the Eighth 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 Eighth 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.

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

(h) Solvency Certificate. On the Eighth Amendment Effective Date, the New Administrative Agent and the Eighth Amendment Joint Bookrunners 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 contemplated hereunder, the Borrower, on a consolidated basis with its Subsidiaries, is Solvent.

(i) Eighth Amendment Effective Date Certificate. The New Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower, dated the Eighth Amendment Closing Date, certifying that the conditions set forth in Sections 6(f) and 6(g) have been satisfied.

(j) Section 2.17. The Borrower shall have complied with Section 2.17 of the Existing Credit Agreement to the extent necessary to incur the Increased Revolving Credit Commitments (and Revolving Credit Loans made pursuant thereto).

(k) PATRIOT Act. The New Administrative Agent shall have received, no later than five Business Days in advance of the Eighth 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 New Administrative Agent at least ten days in advance of the Eighth Amendment Effective Date.

(l) Borrowing Notice. Prior to the making of each of the Refinancing Term B Loans, the Additional Term B Loans and any Revolving Credit Loans to be made on the Eighth Amendment Effective Date, the New Administrative Agent and the Eighth Amendment Joint Bookrunners shall have received a Notice of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.3 of the Existing Credit Agreement, in the case of the Refinancing Term B Loans and any Revolving Credit Loans and Section 2.3 of the Credit Agreement, in the case of the Additional Term B Loans.

(m) Redemption of Senior Unsecured Notes. The New Administrative Agent shall be reasonably satisfied that substantially concurrently with the making of the Term B Loans on the Eighth Amendment Effective Date, all outstanding Senior Unsecured Notes will be redeemed in full.

For purposes of determining compliance with the conditions specified in this Section 6, each of the Eighth 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 the Eighth Amendment Lenders unless the New Administrative Agent has received notice from such Eighth Amendment Lender prior to the Eighth Amendment Effective Date specifying its objection thereto.

SECTION 7. Representations and Warranties. Each Credit Party represents and warrants as follows:

(a) Status. The 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 been 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 the Parent Guarantor, the Borrower and the Subsidiaries may consummate any transaction permitted under Section 10.3 of the Credit Agreement.

(b) Power and Authority. (a) 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 the Amendment and the performance of the 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); (b) each Credit Party has duly executed and delivered this Amendment, and each of this Amendment and the Credit Agreement, if 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 (c) each Credit Party (i) 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 (ii) 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 with the terms and provisions thereof, the Refinancing of the Existing Term B Loans, the making of the Refinancing Term B Loans and the Additional Term B Loans, the Revolving Credit Commitment Increase, the making of any Revolving Credit Loans on the Eighth Amendment Effective Date or the other transactions contemplated by this Amendment will (a) 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, (b) 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 the 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, loan agreement, lease agreement, mortgage, deed of trust, agreement or other material instrument to which the 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 (c) violate any provision of the certificate of incorporation, by-laws or other constitutional documents of the 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 Eighth 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 Eighth 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 Eighth Amendment Effective Date.

SECTION 8. Validity of Obligations and Liens; Grant of Security Interest.

(a) Validity of Obligations. The Borrower, the 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, the Parent Guarantor and each other Credit Party is, jointly and severally, indebted to the Lenders (including, upon the effectiveness of this Amendment, to the Eighth Amendment Lenders) and the other Secured Parties for the Obligations, without defense, counterclaim or offset of any kind and the Borrower, the 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 Eighth Amendment Effective Date, “Obligations”, as used in this Amendment or in any other Credit Documents shall include, without limitation, the Eighth Amendment Term B Loans, 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. The 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, the 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, the Parent Guarantor or any other Credit Party pursuant to the Credit Documents to which any of the Borrower, the 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) this Amendment shall constitute a Credit Document for the purposes of the Credit Agreement from and after the Eighth Amendment Effective Date and 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 Existing Credit Agreement (as amended and modified hereby), and (ii) unless the context otherwise requires, (x) both of the Refinancing Term B Loans and the Additional Term B Loans shall constitute “Term B Loans” under the Credit Agreement and the other Credit Documents,

and all references to “Term B Loans” in the Credit Agreement shall no longer include the Existing Term B Loans and shall be deemed to, and shall constitute, references to Eighth Amendment Term B Loans and (y) 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 and increased hereby.

(d) Grant of Security Interest. Each Credit Party hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the New Administrative Agent, for the ratable benefit of the Secured Parties (as defined in the Security Agreement), and hereby grants to the New Administrative Agent, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all of the Collateral (as defined in the Security Agreement) in which such Credit Party now has or at any time in the future may acquire any right, title or interest, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.

(e) Authorization.

a. Each Credit Party hereby irrevocably authorizes the New Administrative Agent at any time and from time to time to file or record in any relevant jurisdiction any financing statements, continuation statements and other similar filing or recording documents or instruments with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Credit Party is an organization, the type of organization and any organizational identification number issued to such Credit Party. Such financing statements, continuation statements, documents, instruments and amendments may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner such as “all assets”, “all personal property, whether now owned or hereafter acquired”, or words of similar effect. Each Credit Party agrees to provide such information to the New Administrative Agent promptly upon request.

b. Each Credit Party also ratifies its authorization for the New Administrative Agent to file in any relevant jurisdiction any financing statements, continuation statements and other similar filing or recording documents or instruments or amendments thereto if filed prior to the date hereof.

c. The New Administrative Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Credit Party, without the signature of any Credit Party, and naming any Credit Party or the Credit Parties as debtors and the New Administrative Agent as secured party.

d. The Security Interests are granted as security only and shall not subject the New Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Credit Party with respect to or arising out of the Collateral.

SECTION 9. 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, the Parent Guarantor, each other Credit Party, the Exiting Administrative Agent and the New 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 signing below, each of the Eighth Amendment Lenders in its capacity as a Lender (i) under the Existing Credit Agreement, hereby irrevocably authorizes and directs Credit Suisse AG to execute the Amendment in its capacity as the Exiting Administrative Agent and (ii) under the Credit Agreement, hereby irrevocably authorizes and directs JPM to execute the Amendment in its capacity as the New Administrative Agent.

(c) By executing this Amendment, each of the Exiting Administrative Agent, the New Administrative Agent, the Revolver Agent and the Letter of Credit Issuer consent to the Revolving Credit Commitment Increase and any assignments of participations in outstanding Letters of Credit made pursuant to Section 2.17(f) of the Credit Agreement and Section 4 of this Amendment.

SECTION 10. Appointment of the New Administrative Agent.

(a) The Exiting Administrative Agent hereby resigns as Administrative Agent (it being understood that after giving effect to amendments to the Existing Credit Agreement, the Exiting Administrative Agent shall not be required to give 20 days’ prior written notice of such resignation under Section 12.9 of the Credit Agreement), such resignation to be effective as of the Eighth Amendment Effective Date. Pursuant to Section 12.9 of the Credit Agreement, the Required Lenders, with the Borrower’s approval, hereby appoint the New Administrative Agent as the Administrative Agent and the New Administrative Agent accepts such appointment, such that from and after the Eighth Amendment Effective Date the New Administrative Agent shall succeed to the rights, powers and duties of the Administrative Agent and the term “Administrative Agent” as used in the Credit Agreement and the other Credit Documents shall mean the New Administrative Agent. No other or further act or deed on the part of the Exiting Administrative Agent, the New Administrative Agent, the Lenders or any Credit Party shall be required to effectuate such resignation and appointment; provided that each Credit Party, the Exiting Administrative Agent and the New Administrative Agent agree to take all actions required under the Credit Documents (or as are otherwise deemed necessary or appropriate) to effectuate such resignation of the Exiting Administrative Agent and appointment of the New Administrative Agent and all assignments of the rights, powers and obligations of the Administrative Agent in connection therewith, including those acts and deeds set forth in this Section 10.

(b) Each Grantor (as defined in the Security Agreement) and the Exiting Administrative Agent hereby irrevocably authorizes the New Administrative Agent (or its counsel on behalf of the New Administrative Agent) to file or record in any relevant jurisdiction any financing statements, amendments to financing statements and other similar filing or recording documents or instruments with respect to the Collateral or any part thereof in accordance with Sections 2.3 and 7(b) of the

Security Agreement, as may be necessary or appropriate in connection with the assignment to the New Administrative Agent of the Security Interests (as defined in the Security Agreement) created under the Security Agreement.

(c) The Exiting Administrative Agent hereby agrees to deliver any Collateral in its possession to the New Administrative Agent on the Eighth Amendment Effective Date or as promptly as practicable thereafter and to execute and deliver any agreements, documents, notices, instruments of assignment, security filings and UCC-3 financing statements that are necessary or desirable for the New Administrative Agent to carry out its responsibilities under the Security Documents (including with respect to any filings or amendments to any filings relating to the Security Interests granted in Intellectual Property). The Exiting Administrative Agent further agrees to forward any notices received by it as administrative agent to the New Administrative Agent for the period beginning on the Eighth Amendment Effective Date and ending on the date that is the six month anniversary of the Eighth Amendment Effective Date.

(d) Upon the Eighth Amendment Effective Date, the rights, powers and obligations of the Revolver Agent assumed by JPM under the Seventh Amendment shall be subsumed under JPM’s rights, powers and obligations as Administrative Agent and there shall no longer be a sub-administrative agent for the Revolving Credit Facility.

(e) The Borrower agrees to pay all out-of-pocket fees, costs and expenses (including the reasonable fees, charges and disbursements of outside counsel to the Exiting Administrative Agent and the New Administrative Agent) incurred by the Exiting Administrative Agent and the New Administrative Agent in connection with the transfer of the rights, powers and obligations of the Administrative Agent from the Exiting Administrative Agent to the New Administrative Agent, including those incurred in connection with, or relating to, the actions described in this Section 10.

(f) The New Administrative Agent shall bear no responsibility for any action taken or omitted to be taken by the Exiting Administrative Agent in its capacity as such before the Eighth Amendment Effective Date or for any other event or action related to the Existing Credit Agreement or any other Credit Documents that occurred before the Eighth Amendment Effective Date, and the Existing Administrative Agent shall bear no responsibility for any action taken or omitted to be taken by the New Administrative Agent in its capacity as such on or after the Eighth amendment Effective Date or for any other event or action related to the Credit Agreement or any other Credit Document that may occur on or after the Eighth Amendment Effective Date.

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 Engagement Letter, the Commitment Letter and the Agency Fee Letter represent the agreement of the Borrower, the Exiting Administrative Agent, the New Administrative Agent, the Eighth Amendment Joint Bookrunners and the Eighth Amendment Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Exiting Administrative Agent, the New Administrative Agent, the Eighth Amendment Joint Bookrunners or any Eighth Amendment Lender relative to subject matter hereof not expressly set forth or referred to herein or in the Existing Credit Agreement, the Credit Agreement, the other Credit Documents, the Engagement Letter, the Commitment Letter and the Agency Fee Letter. This Amendment shall constitute a “Credit Document” 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, the 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. The Parent Guarantor, 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, the Parent Guarantor and each other Credit Party party hereto and their respective successors and assigns, and (ii) the New Administrative Agent, Exiting Administrative Agent and the Lenders and each of their respective successors and assigns. Neither the Borrower’s nor the Parent Guarantor’s, nor any other Credit Parties’ rights and obligations hereunder and any interest herein may be assigned or delegated by the Borrower, the 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 GUARANTOR:

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
	WIDEOPENWEST OHIO, LLC
	SIGECOM, LLC
	WIDEOPENWEST CAPITAL CORP.
	WIDEOPENWEST MID-MICHIGAN HOLDINGS, LLC
	WIDEOPENWEST MID-MICHIGAN, LLC

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

[WideOpenWest Finance, LLC — Eighth Amendment to Credit Agreement]

	KITE PARENT CORP.
	KNOLOGY, INC.
	KNOLOGY BROADBAND, INC.
	KNOLOGY OF CENTRAL FLORIDA, INC.
	KNOLOGY PROVIDER SOLUTIONS GROUP, INC.
	KNOLOGY OF ALABAMA, INC.
	KNOLOGY OF AUGUSTA, INC.
	KNOLOGY OF CHARLESTON, INC.
	KNOLOGY OF COLUMBUS, INC.
	KNOLOGY OF FLORIDA, LLC
	KNOLOGY OF GEORGIA, INC.
	KNOLOGY OF HUNTSVILLE, INC.
	KNOLOGY OF KNOXVILLE, INC.
	KNOLOGY OF MONTGOMERY, INC.
	KNOLOGY OF NASHVILLE, INC.
	KNOLOGY OF SOUTH CAROLINA, INC.
	KNOLOGY OF SOUTH DAKOTA, INC.
	KNOLOGY OF TENNESSEE, INC.
	GLOBE TELECOMMUNICATIONS, INC.
	ITC GLOBE, INC.
	KNOLOGY OF THE VALLEY, INC.
	VALLEY TELEPHONE CO., LLC
	KNOLOGY OF THE PLAINS, INC.
	KNOLOGY COMMUNITY TELEPHONE, INC.
	KNOLOGY OF THE BLACK HILLS, LLC
	BLACK HILLS FIBER SYSTEMS, INC.
	BHFC PUBLISHING, LLC
	KNOLOGY TOTAL COMMUNICATIONS, INC.
	KNOLOGY OF THE WIREGRASS, INC.
	WIREGRASS TELCOM, INC.
	COMMUNICATIONS ONE, INC.
	KNOLOGY OF KANSAS, INC.
	KNOLOGY DATA CENTER SERVICES, INC.
	KNOLOGY OF KENTUCKY, INC.

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

WideOpenWest Finance, LLC 8-K