<PAGE>   1



                    AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT

         This Amendment No. 1 (this "Amendment") to the Stockholders Agreement,
dated as of February 7, 2000 by and among KNOLOGY, Inc., a Delaware corporation
(the "Company"), and the other signatories thereto (the "Agreement") is entered
into as of January 12, 2001 by and among the Company and the Investors named on
the signature pages hereto.

         WHEREAS, the Company and the Investors named on the signature pages
hereto desire to amend the Agreement as set forth herein;

         WHEREAS, the Agreement provides that neither Article 1, Article 2 nor
Article 3 of the Agreement may be amended except by a written instrument signed
by the Company and the holders of at least 75% of the combined outstanding
Investor Stock on an as-converted basis, and any such amendment, whether
retroactively or prospectively effective, shall be binding on all of the
Investors and Management Holders;

         WHEREAS, the Investors holding the requisite number of shares of
Investor Stock have executed this Amendment;

         WHEREAS, the Agreement provides that Article 4 of the Agreement may not
be amended except by a written instrument signed by the Company and the holders
of at least 70% of the combined outstanding shares of Series B Preferred Stock,
and any such amendment, whether retroactively or prospectively effective, shall
be binding on all of the Series B Investors; and

         WHEREAS, the Series B Investors holding the requisite number of shares
of Series B Preferred Stock have executed this Amendment;

         NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         1.       Section 1.07 of the Agreement is hereby deleted in its
entirety and replaced with the following:

                  "1.07 "Investor Stock" shall mean (i) shares of Common Stock
issued or issuable upon the conversion or exercise of any stock (including,
without limitation, the Series A Preferred Stock, the Series B Preferred Stock,
the Series C Preferred Stock or any other convertible preferred or common stock
of the Company issued from time to time), warrants, options or other securities
of the Company owned by the Investors or any Permitted Transferee thereof; and
(ii) any shares of Common Stock issued as a dividend or other distribution with
respect to or in exchange for or in replacement of the shares referenced in (i)
above."

         2.       Section 1.10 of the Agreement is hereby deleted in its
entirety and replaced with the following:

<PAGE>   2

                  "1.10 "Preferred Stock" shall mean together the Series A
Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock."

         3.       Section 1.11 of the Agreement is hereby deleted in its
entirety and replaced with the following:


                  "1.11 "Qualified Public Offering" shall mean a firm-commitment
underwritten public offering pursuant to an effective registration statement
under the Securities Act of 1933, as amended, covering the offer and sale of
Common Stock for the account of the Corporation in which (i) (A) if such
offering is completed in 2001, the per share price to the public is at least
$4.00, (B) if such offering is completed in 2002, the per share price to the
public is at least $5.00, and (C) if such offering is completed in 2003 or
thereafter, the per share price to the public is $6.00, in each case as such
prices may be appropriately adjusted for any future stock splits, stock
combinations, stock dividends or similar transactions, (ii) the gross cash
proceeds to the Corporation (before underwriting discounts, commissions and
fees) are at least $50,000,000 and (iii) and the Common Stock is listed for
quotation on the Nasdaq National Market, the Nasdaq Small Cap Market, or on a
national securities exchange."

         4.       The following new Section 1.20 is hereby added:

                  "1.20 "Series C Preferred Stock" shall mean the Company's
Series C Preferred Stock, $0.01 par value per share.

         5.       Section 1.20 is hereby renumbered Section 1.21. Section 1.21
is hereby renumbered Section 1.22.

         6.       Section 2.01 is hereby amended as follows:

                  Section 2.01(a) of the Agreement is hereby deleted in its
entirety and replaced with the following:

                  "2.01    Demand Registrations.

                  (a)      Request for Registration. At any time or times the
Common Stock is listed for quotation on the Nasdaq National Market, the Nasdaq
Small Cap Market or on a national securities exchange, the Initiating Holders
may require that the Company effect a registration under the Securities Act (i)
up to two times, in the case of a requested registration on Form S-1 or any
similar form (a "Long Form Registration"), with respect to at least twenty-five
percent (25%) of the Registrable Securities, other than Management Stock, then
outstanding on a fully diluted, as-converted, as-exercised basis, or (ii) as
many times as requested, in the case of a requested registration on Form S-3 or
any similar form, if available (a "Short-Form Registration"), with respect to at
least twenty-five percent (25%) of the Registrable Securities then held by such
Initiating Holders.

                  (b)      Special Request for Registration. If prior to
February 7, 2005, the Common Stock has not been listed on the Nasdaq National
Market, the Nasdaq Small Cap


                                      -2-
<PAGE>   3

Market or on a national securities exchange, J. H. Whitney and Blackstone shall
each have the right to require that the Company effect one Long Form
Registration so long as the Registrable Securities to be included by J. H.
Whitney and Blackstone and all other Holders requesting to be included in such
registration pursuant to Section 2.02 (x) constitute at least twenty-five
percent (25%) of the Registrable Securities, other than Management Stock, then
outstanding on a fully diluted, as-converted, as-exercised basis or (y) have a
fair market value equal to at least $50,000,000, whichever is less (each
registration contemplated by Section 2.01(a) or 2.01(b) is hereinafter referred
to as a "Demand Registration"). Notwithstanding any provision in this Agreement
to the contrary, each of J. H. Whitney and Blackstone shall have the right to
include Registrable Securities held by it in a Demand Registration requested by
the other pursuant to this Section 2.01(b).

                  (c)      Exceptions. Notwithstanding any provision in Section
2.01(a) or 2.01(b) to the contrary, the Company shall not be obligated to
effect, or take any action to effect, any such registration pursuant to this
Section 2.01:

                           (w)      Solely with respect to underwritten
         registrations requested pursuant to this Agreement, if the Company
         shall have previously effected an underwritten registration with
         respect to Registrable Securities pursuant to Section 2.01 or 2.02
         hereof, then the Company shall not be required to effect any
         underwritten registration pursuant to this Section 2.01 until a period
         of 180 days shall have elapsed from the effective date of the most
         recent such previous registration;

                           (x)      If, upon receipt of a registration request
         pursuant to this Section 2.01, the Company is advised in writing (with
         a copy to each Initiating Holder) by a recognized national independent
         investment banking firm selected by the Company that, in such firm's
         opinion, a registration at the time and on the terms requested would
         adversely affect any public offering of securities of the Company by
         the Company (other than in connection with benefit and similar plans)
         (a "Company Offering") with respect to which the Company has commenced
         preparations for a registration prior to the receipt of a registration
         request pursuant to this Section 2.01, the Company shall not be
         required to effect a registration pursuant to this Section 2.01 until
         the earlier of (i) 90 days after the completion of such Company
         Offering, (ii) promptly after any abandonment of such Company Offering
         or (iii) 60 days after the date of receipt of a registration request
         pursuant to this Section 2.01;

                           (y)      In any particular jurisdiction in which the
         Company would be required to execute a general consent to service of
         process in effecting such registration, qualification or compliance,
         unless the Company is already subject to service in such jurisdiction
         and except as may be required by the Securities Act or applicable rules
         or regulations thereunder;

                           (z)      (A) In the case of a Long-Form Registration
         requested pursuant to Section 2.01(a), after the Company has effected
         two such registrations pursuant to Section 2.01(a) (in the aggregate
         for all Holders) and such registrations have been


                                      -3-
<PAGE>   4

         declared or ordered effective and the sales of Registrable Securities
         thereunder shall have closed, and (B) in the case of a Long-Form
         Registration requested by J. H. Whitney or Blackstone pursuant to
         Section 2.01(b), after the Company has effected one such registration
         requested by each of J. H. Whitney or Blackstone, as the case may be,
         pursuant to Section 2.01(b) and such registration has been declared or
         ordered effective and the sales of Registrable Securities thereunder
         shall have closed.

                  (d)      Upon receipt of written notice of such demand, the
Company will promptly give written notice of the proposed registration to all
other Holders, and will include in such registration all Registrable Securities
specified in such demand, together with any Registrable Securities of any other
Holder joining in such demand as are specified in a written request received by
the Company within 20 days after delivery of the Company's notice."

                  Section 2.01(b) is hereby renumbered Section 2.01(e).

                  Section 2.01(c) is hereby renumbered Section 2.01(f), and the
first sentence of such section is hereby deleted in its entirety and replaced
with the following:

                  "The Investors shall be entitled to two underwritten Demand
Registrations pursuant to Section 2.01(a)."

                  Section 2.01(d) is hereby deleted in its entirety and replaced
with the following:

                  "(g)     Priorities.

                           (i)      The Investors who hold Registrable
Securities will have absolute priority over any other securities included in a
Demand Registration. If other securities are included in any Demand Registration
that is an underwritten offering, and the managing underwriter for such offering
advises the Company that in its opinion the amount of securities to be included
exceeds the amount of securities which can be sold in such offering without
adversely affecting the marketability thereof, notwithstanding any other
provision of this Section 2.01(g), if the managing underwriter advises the
Holders in writing that marketing factors require a limitation on the number of
shares to be underwritten, the securities of the Company held by persons who are
not Holders shall be excluded from such registration to the extent so required
by such limitation. If, after the exclusion of such shares, still further
reductions are required, the number of shares included in the registration by
each Holder of Management Stock shall be reduced on a pro rata basis (based on
the percentage of the outstanding Common Stock held by each such Holder,
assuming the conversion of the Preferred Stock and any other convertible
preferred or common stock and the exercise of any options, warrants and similar
rights held by such Holder), by such minimum number of shares as is necessary to
comply with such request. If, after the exclusion of such shares, still further
reductions are required, the number of shares included in the registration by
each Holder of Investor Stock shall be reduced on a pro rata basis (based on the
percentage of the outstanding Common Stock held by each such Holder, assuming
the conversion of the Preferred Stock and any other convertible preferred or
common stock and the exercise of any options, warrants and similar rights held
by such Holder), by such minimum number of shares as is necessary to comply with
such request. No Registrable Securities or any


                                      -4-
<PAGE>   5

other securities excluded from the underwriting by reason of the underwriter's
marketing limitation shall be included in such registration. If the underwriter
has not limited the number of Registrable Securities or other securities to be
underwritten, the Company and officers and directors of the Company who are not
Management Holders may include its or their securities for its or their own
account in such registration if the underwriters so agree and if the number of
Registrable Securities and other securities which would otherwise have been
included in such registration and underwriting will not thereby be limited.

                  (ii)     J. H. Whitney and Blackstone will have absolute
priority over other Holders of Registrable Securities in a Demand Registration
made pursuant to Section 2.01(b). If other securities are included in such a
Demand Registration that is an underwritten offering, and the managing
underwriter for such offering advises the Company and the Holders in writing
that in its opinion the amount of securities to be included exceeds the amount
of securities which can be sold in such offering without adversely affecting the
marketability thereof, notwithstanding any other provision of this Agreement to
the contrary, the securities of the Company held by persons who are not Holders
shall be excluded from such registration to the extent so required by such
limitation. If, after the exclusion of such shares, still further reductions are
required, the number of shares included in the registration by each Holder of
Management Stock shall be reduced on a pro rata basis (based on the percentage
of the outstanding Common Stock held by each such Holder, assuming the
conversion of the Preferred Stock and any other convertible preferred or common
stock and the exercise of any options, warrants and similar rights held by such
Holder), by such minimum number of shares as is necessary to comply with such
request. If, after the exclusion of such shares held by persons who are not
Holders and each Holder of Management Stock, further reductions are required,
the number of shares included in the registration by each Holder of Investor
Stock (excluding J. H. Whitney and Blackstone) shall be reduced on a pro rata
basis (based on the percentage of the outstanding Common Stock held by each such
Holder, assuming the conversion of the Preferred Stock and any other convertible
preferred or common stock and the exercise of any options, warrants and similar
rights held by such Holder), by such minimum number of shares as is necessary to
comply with such request. If, after such reductions, further reductions are
required, the number of shares included in the registration by each of J. H.
Whitney and Blackstone shall be reduced on a pro rata basis (based on the
percentage of the outstanding Common Stock held by each of J. H. Whitney and
Blackstone, assuming the conversion of the Preferred Stock and any other
convertible preferred or common stock and the exercise of any options, warrants
and similar rights held by J. H. Whitney and Blackstone)."

         7.       The first sentence of Section 2.02(a) of the Agreement is
hereby amended as follows:

                  The words, "If the Company shall determine to register any of
its securities for its own account or for the account of other security holders
of the Company on any registration form (other than a registration relating
solely to benefit plans, or a registration relating solely to a Rule 145
transaction, or a registration on any registration form which does not permit
secondary sales or does not include substantially the same information as would
be required to be included in a registration statement covering the sale of
Registrable Securities) which permits the inclusion of


                                      -5-
<PAGE>   6

Registrable Securities (a "Piggyback Registration")," are hereby replaced with
the words, "If the Company shall determine to register any of its securities for
its own account or for the account of other security holders of the Company on
any registration form (other than a registration of the Company's Series C
Preferred Stock for its own account, a registration relating solely to benefit
plans, a registration relating solely to a Rule 145 transaction, or a
registration on any registration form which does not permit secondary sales or
does not include substantially the same information as would be required to be
included in a registration statement covering the sale of Registrable
Securities) which permits the inclusion of Registrable Securities (a "Piggyback
Registration"),".

         8.       Section 3.01 and Section 3.02 are hereby deleted in their
entirety and replaced with the following:

                  "Section 3.01 Right of First Offer. Prior to any Significant
Stockholder or any group of Significant Stockholders acting in concert (each a
"Transferring Stockholder") making any single sale, assignment, or other
transfer, or series of related sales, assignments, or other transfers (a
"Transfer") of Significant Stockholder Stock constituting in the aggregate at
least 20% of the outstanding shares of Common Stock on a fully diluted,
as-converted as-exercised basis, the Transferring Stockholders shall deliver a
written notice (the "Offer Notice") to the Significant Stockholders that are not
participating in such Transfer (the "Other Significant Stockholders") stating
such Transferring Stockholders' intention to Transfer, which Offer Notice shall
set forth (i) the number of shares and class of capital stock proposed to be
transferred (the "Offered Shares"), including the number of Offered Shares held
by each Transferring Stockholder, (ii) the proposed per share purchase price for
the Offered Shares, and (iii) the name of the representative of the Transferring
Stockholders and the address of such representative to which notice or
acceptance of the Offer Notice is to be sent. If there is more than one
Transferring Stockholder participating in any one Transfer, the proposed per
share price for the Offered Shares must be the same as to the Offered Shares of
each Transferring Stockholder. The Other Significant Stockholders shall have 10
days from the receipt of such Offer Notice (the "Election Period") to accept
such offer. Any Other Significant Stockholder wishing to accept the Offer Notice
must deliver a written notice of acceptance of the terms of the Offer Notice
which specifies the total number of Offered Shares that such Other Significant
Stockholder is willing to purchase from all Transferring Stockholders, which
Acceptance Notice shall be delivered to the designated representative of the
Transferring Stockholders at the address specified in the Offer Notice. If the
total number of shares that the Other Significant Stockholders are willing to
purchase exceeds the total number of Offered Shares, the Offered Shares shall be
allocated on a pro rata basis among the Other Significant Stockholders who
delivered Acceptance Notices under this Section 3.01 based on the percentage of
Significant Stockholder Stock owned by such Other Significant Stockholders. If
the total number of shares that the Other Significant Stockholders are willing
to purchase is less than the total number of Offered Shares, the Other
Significant Stockholders shall purchase from the Transferring Stockholders on a
pro rata basis based on the number of shares offered by each Transferring
Stockholder as set forth in the Offer Notice. The purchase of any Offered Shares
accepted for purchase by any Other Significant Stockholder(s) under this Section
3.01 shall occur on such date and at such time as agreed upon by the designated
representative of the Transferring Stockholders and the Other Significant


                                      -6-
<PAGE>   7

Stockholder(s) purchasing such Offered Shares, provided that such purchase shall
occur no later than 1:00 p.m. Eastern time on the 5th business day following the
date on which the election period expires. If the Other Significant Stockholders
do not elect to purchase all of the Offered Shares prior to the expiration of
the Election Period, each Transferring Stockholder may, for a period of 120 days
from the date of expiration of the Election Period, Transfer in whole or in part
the Offered Shares owned by such Transferring Stockholder which were not
accepted for purchase by any Other Significant Stockholder pursuant to this
Section 3.01 to one or more transferee(s) at an aggregate price not less than
100% of the price per share specified in the Offer Notice multiplied by the
number of Offered Shares held by such Transferring Stockholder as set forth in
the Offer Notice; provided that the transferee(s) of the Offered Shares execute
a joinder agreement to this Agreement as provided in Section 6.01. Any Offered
Shares not transferred during such 120-day period shall again be subject to the
provisions of this Section 3.01 upon subsequent Transfer.

                  3.02     Co-Sale Rights. To the extent that an Offer Notice
has been delivered as set forth in Section 3.01 above and at the end of the
Election Period, the Other Significant Stockholders have delivered Acceptance
Notices as to less than the total number of Offered Shares, to the extent the
Transferring Stockholders receive an offer or offers (with terms in compliance
with the second to last sentence of Section 3.01) to purchase a remaining number
of Offered Shares that constitute in the aggregate at least 20% of the
outstanding shares of Common Stock on a fully diluted, as-converted as-exercised
basis, the Transferring Stockholders shall deliver to each Other Significant
Stockholder who has not exercised its rights pursuant to Section 3.01, written
notice of such offer (a "Sale Notice") which shall specify all of the
particulars of the offer including, but not limited to, (i) the name and address
of the proposed transferee(s); (ii) the number of shares and class of capital
stock to be transferred; (iii) a description of all the terms of the Transfer
(which must include a the per share purchase price); (iv) the name of the
representative of the Transferring Stockholders and the address of such
representative to which notice of election to participate in the offer is to be
sent. Each Non-Purchasing Holder may elect to participate in the offer described
in the Sale Notice at the same price per share and on the same terms by
delivering written notice of its election to participate in the offer to the
representative of the Transferring Stockholders within 15 days after receipt of
the Sale Notice. If any Non-Purchasing Holders have elected to participate in
the offer, each Transferring Stockholder and such Non-Purchasing Holders shall
be entitled to sell pursuant to the contemplated offer, at the same price and on
the same terms, a number of shares of Significant Stockholder Stock equal to the
product, calculated on a fully diluted, as-converted, as-exercised basis, of (i)
the quotient determined by dividing the percentage of shares of Significant
Stockholder Stock owned by such Significant Stockholder by the aggregate
percentage of shares of Significant Stockholder Stock owned by the Transferring
Stockholder and all Non-Purchasing Holders participating in such sale and (ii)
the number of shares of Significant Stockholder Stock to be sold in the
contemplated Transfer. Each Transferring Stockholder shall use best efforts to
obtain the agreement of the prospective transferee(s) to the participation of
the Non-Purchasing Holders in any contemplated Transfer, and no Transferring
Stockholder shall transfer any of its shares of Significant Stockholder Stock to
any prospective transferee if such prospective transferee(s) declines to allow
the participation of the Non-Purchasing Holders."


                                      -7-
<PAGE>   8

         9.       The references in the Agreement to Section 4.4.2(e) of the
Amended and Certificate of Incorporation of the Company are hereby amended to
refer to Section 4.4.2(f). All references in the Agreement to the "Amended and
Restated Certificate of Incorporation" are hereby amended to refer to the
"Amended and Restated Certificate of Incorporation of the Company, as amended as
of the date hereof."

         10.      Except as otherwise provided herein, all terms, provisions,
covenants, representations, warranties an conditions of the Agreement shall
remain unchanged and in full force and effect.

         11.      This Amendment shall be governed in all respects by the laws
of the State of Georgia as such laws are applied to agreements between Georgia
residents entered into and performed entirely in Georgia, except that the
General Corporation Law of the State of Delaware shall govern as to matters of
corporate law.

         12.      From and after the date hereof, any reference to the Agreement
shall be deemed to be a reference to the Agreement as amended hereby.

         13.      Capitalized terms not otherwise defined herein shall have the
meaning set forth in the Agreement.

         14.      This Amendment may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall constitute
one instrument.

         15.      Schedule A to this Amendment sets forth the names of the
holders of Investor Stock and the number of shares held by each.

                            [SIGNATURE PAGES FOLLOW]


                                      -8-
<PAGE>   9


         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date set forth in the first paragraph hereof


                                    COMPANY:

                                    KNOLOGY, INC.



                                    By: /s/ Rodger L. Johnson
                                       ----------------------------------------
                                       Rodger L. Johnson
                                       President and Chief Executive Officer



<PAGE>   10


                                    SERIES B INVESTORS:

                                    J. H. WHITNEY IV, L.P.

                                    By: J. H. WHITNEY EQUITY PARTNERS IV, LLC
                                        Its General Partner



                                    By: /s/ William Laverack, Jr.
                                       ----------------------------------------
                                       Name:
                                       Title:


<PAGE>   11


                                    VENTURE FUND I, LP

                                    By: Venture Management I, GP
                                        Its General Partner



                                    By: /s/ Richard S. Bodman
                                       ----------------------------------------
                                       Name:
                                       Title:

                                    AT&T VENTURE FUND II, LP

                                    By: Venture Management LLC
                                        Its General Partner



                                    By: /s/ Richard S. Bodman
                                       ----------------------------------------
                                       Name:
                                       Title:

                                    SPECIAL PARTNERS FUND, LP

                                    By: Venture Management III LLC
                                        Its General Partner



                                    By: /s/ Richard S. Bodman
                                       ----------------------------------------
                                       Name:
                                       Title:

                                    SPECIAL PARTNERS FUND INTERNATIONAL, LP

                                    By: Venture Management III LLC
                                        Its General Partner



                                    By: /s/ Richard S. Bodman
                                       ----------------------------------------
                                       Name:
                                       Title:


<PAGE>   12


                                    SOUTH ATLANTIC PRIVATE EQUITY FUND IV,
                                    LIMITED PARTNERSHIP

                                    By: South Atlantic Private Equity
                                        Partners IV, Inc.
                                        Its General Partner



                                    By: /s/ Donald W. Burton
                                       ----------------------------------------
                                       Name:
                                       Title:


                                    SOUTH ATLANTIC PRIVATE EQUITY FUND IV (QP),
                                    LIMITED PARTNERSHIP

                                    By: South Atlantic Private Equity
                                        Partners IV, Inc.
                                        Its General Partner



                                    By: /s/ Donald W. Burton
                                       ----------------------------------------
                                       Name:
                                       Title:


<PAGE>   13


                                    THE BURTON PARTNERSHIP,
                                       LIMITED PARTNERSHIP



                                    By: /s/ Donald W. Burton
                                       ----------------------------------------
                                       Name:
                                       Title:


<PAGE>   14


                                    PRIME VIII, L.P.

                                    By: PRIME SKA-1, L.L.C.,
                                        Its General Partner



                                    By: /s/ Duncan T. Butler, Jr.
                                       ----------------------------------------
                                       Name:  Duncan T. Butler, Jr.
                                       Title: Managing Director


<PAGE>   15


                                    BLACKSTONE CCC CAPITAL PARTNERS L.P.

                                    By: Blackstone Management Associates III
                                        L.L.C., its General Partner



                                    By: /s/ Bret Pearlman
                                       ----------------------------------------
                                       Name:
                                       Title:


                                    BLACKSTONE CCC OFFSHORE CAPITAL
                                    PARTNERS L.P.

                                    By: Blackstone Management Associates III
                                        L.L.C., its General Partner



                                    By: /s/ Bret Pearlman
                                       ----------------------------------------
                                       Name:
                                       Title:


                                    BLACKSTONE FAMILY INVESTMENT
                                    PARTNERSHIP III L.P.

                                    By: Blackstone  Management  Associates  III
                                        L.L.C., its General Partner



                                    By: /s/ Bret Pearlman
                                       ----------------------------------------
                                       Name:
                                       Title:



<PAGE>   16


                                    BESSEMER VENTURE PARTNERS V L.P.

                                    By: Deer V & Co. LLC
                                        Its General Partner



                                    By: /s/ Robert Buescher
                                       ----------------------------------------
                                       Name:
                                       Title:

                                    BESSEC VENTURES V L.P.

                                    By: Deer V & Co. LLC
                                        Its General Partner



                                    By: /s/ Robert Buescher
                                       ----------------------------------------
                                       Name:
                                       Title:


<PAGE>   17


                                    By: /s/ Benjamin Russell
                                       ----------------------------------------
                                       Benjamin Russell



<PAGE>   18


                                    MORGAN STANLEY DEAN WITTER EQUITY FUNDING,
                                    INC.



                                    By: /s/ Thomas A. Clayton
                                       ----------------------------------------
                                       Name: Thomas A. Clayton
                                       Title:  Vice President



<PAGE>   19


                                    FIRST UNION INVESTORS, INC.



                                    By: /s/ L. Watts Hamrick
                                       ----------------------------------------
                                       Name: L. Watts Hamrick
                                       Title: Senior Vice President



<PAGE>   20


                                    MELLON VENTURES II, L.P.

                                    By: MVMA II, L.P.
                                        Its General Partner

                                    By: MVMA, Inc.
                                        Its General Partner



                                    By: /s/ John K. Adams
                                       ----------------------------------------
                                       Name: John K. Adams
                                       Title: Vice President


<PAGE>   21


                                    SERIES B INVESTOR



                                    /s/ Anthony Palermo
                                    -------------------------------------------
                                    Name:
                                    Title:


<PAGE>   22


                                    SERIES B INVESTOR



                                    /s/ Chad S. Wachter
                                    -------------------------------------------
                                    Name: Chad S. Wachter
                                    Title:

<PAGE>   23


                                    SERIES B INVESTOR



                                    /s/ Felix L. Boccucci
                                    -------------------------------------------
                                    Name:
                                    Title:


<PAGE>   24


                                    SERIES B INVESTOR



                                    /s/ Marcus R. Luke
                                    -------------------------------------------
                                    Name:
                                    Title:


<PAGE>   25


                                    SERIES B INVESTOR



                                    /s/ Rodger L. Johnson
                                    -------------------------------------------
                                    Name: Rodger L. Johnson
                                    Title: President & CEO

<PAGE>   26


                                    SERIES A EXCHANGE HOLDER:

                                    SCANA COMMUNICATIONS HOLDINGS, INC.



                                    By: /s/ Mark R. Cannon
                                       ----------------------------------------
                                       Name: Mark R. Cannon
                                       Title: Treasurer


<PAGE>   27



                                   SCHEDULE A

                            Holders of Investor Stock


<PAGE>   28



                                 INVESTOR STOCK

<TABLE>
<CAPTION>
SERIES A EXCHANGE HOLDERS                                       SERIES      SHARE BALANCE          % OF TOTAL
                                                                ------      -------------          ----------
<S>                                                             <C>         <C>                    <C>
SCANA COMMUNICATIONS HOLDINGS INC                                 A           7,234,271              25.46%

         TOTAL SERIES A EXCHANGE HOLDERS                                      7,234,271              25.46%

SERIES B INVESTORS

ANTHONY J PALERMO JR                                               B             10,000               0.04%
AT&T VENTURE FUND II LP                                            B            185,684               0.65%
BEAR STEARNS SECURITIES CORP CUSTODIAN                             B              9,000               0.03%
BENJAMIN RUSSELL                                                   B             10,527               0.04%
BENJAMIN RUSSELL 2000 TRUST                                        B            189,473               0.67%
BESSEC VENTURES V L P                                              B            168,421               0.59%
BESSEMER VENTURE PARTNERS V L P                                    B            252,632               0.89%
BLACKSTONE CCC CAPITAL PARTNERS L P                                B          5,029,244              17.70%
BLACKSTONE CCC OFFSHORE CAPITAL PARTNERS                           B            907,598               3.19%
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP III L.P.                  B            378,947               1.33%
CHAD S WACHTER / SSB IRA CUSTODIAN                                 B             10,500               0.04%
FELIX L BOCCUCCI JR                                                B              4,200               0.01%
FIRST UNION INVESTORS INC                                          B          2,105,263               7.41%
FRANCES D MILLS                                                    B              5,000               0.02%
J H WHITNEY IV L P                                                 B          8,421,053              29.64%
MARCUS R LUKE                                                      B              1,600               0.01%
MELLON VENTURES II L P                                             B            421,053               1.48%
MICHAEL L MARKLE                                                   B             10,000               0.04%
MORGAN STANLEY DEAN WITTER EQUITY                                  B            526,316               1.85%
PEGGY B WARNER                                                     B             64,000               0.23%
PRIME VIII L P                                                     B            421,053               1.48%
ROBERT K MILLS                                                     B              3,200               0.01%
RODGER L JOHNSON                                                   B             10,000               0.04%
SOUTH ATLANTIC PRIVATE EQUITY FUND IV                              B            663,158               2.33%
SOUTH ATLANTIC PRIVATE EQUITY FUND IV (QP)                         B            915,789               3.22%
SPECIAL PARTNERS FUND INTERNATIONAL LP                             B            182,059               0.64%
SPECIAL PARTNERS FUND LP                                           B             32,677               0.12%
THE BURTON PARTNERSHIP (QP) LIMITED                                B            157,895               0.56%
THE BURTON PARTNERSHIP LIMITED                                     B             52,631               0.19%
THOMAS T LAMBERTH                                                  B             10,526               0.04%
VENTURE FUND I LP                                                  B             20,632               0.07%


         TOTAL SERIES B INVESTORS                                            21,180,131              74.54%


                  TOTAL INVESTOR STOCK                                       28,414,402             100.00%

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