Second Lien Guaranty



 EXHIBIT 10.6 
  
 EXECUTION COPY 
  
 SECOND LIEN GUARANTY 
  
 SECOND LIEN GUARANTY, dated as of June 29, 2005, by
Knology, Inc. (the “Borrower”) and each of the entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 24 (Additional Guarantors) hereof (each a “Subsidiary Guarantor”
and, together with the Borrower, collectively, the “Guarantors” and individually a “Guarantor”), in favor of the Administrative Agent, the Collateral Agent, each Lender, and each other holder of an Obligation (as
each such term is defined in the Credit Agreement referred to below) (each, a “Guarantied Party” and, collectively, the “Guarantied Parties”). 
  
 W i t n e s s e t h 
  
 WHEREAS, pursuant to the Second Lien Credit Agreement dated as of June 29, 2005 (together with all appendices, exhibits and schedules
thereto and as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms defined therein and used herein having the meanings given to them in the Credit
Agreement) among the Borrower, the Lenders party thereto and Credit Suisse, acting through one or more of its branches, as Administrative Agent and Collateral Agent for the Lenders named therein, the Lenders have severally agreed to make extensions
of credit to the Borrower upon the terms and subject to the conditions set forth therein; 
  
 WHEREAS, contemporaneously herewith, the Borrower shall enter into a First Lien Credit Agreement, dated the date hereof (the “First Lien Credit Agreement”), among the Borrower, the lenders
from time to time party thereto and Credit Suisse, acting through one or more of its branches, as administrative agent and collateral agent; 
  
 WHEREAS, contemporaneously herewith, Credit Suisse, acting through one or more of its branches, in its capacity as collateral agent for the
obligations under the First Lien Credit Agreement, and Credit Suisse, acting through one or more of its branches, in its capacity as collateral agent for the obligations under the Credit Agreement, shall enter into an Intercreditor Agreement, dated
as of the date hereof (the “Intercreditor Agreement”); 
  
 WHEREAS, each Subsidiary Guarantor is a direct or indirect Subsidiary of the Borrower; 
  
 WHEREAS, each Guarantor will receive substantial direct and indirect benefits from the making of the Term Loans and the granting of the
other financial accommodations to the Borrower under the Credit Agreement; and 
  
 WHEREAS, a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrower under the Credit Agreement is that the Guarantors shall have executed and
delivered this Guaranty for the benefit of the Guarantied Parties; 







 2ND LIEN GUARANTY 
 KNOLOGY , INC 
  
 NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
  
 Section 1 Guaranty 
  
 (a) To induce the Lenders to make the Term Loans, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees, jointly with the other
Guarantors and severally, as primary obligor and not merely as surety, the full and punctual payment when due and in the currency due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance
herewith or any other Loan Document, of all the Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations,
whether or not enforceable as against the Borrower, whether now or hereafter existing, and whether due or to become due, including principal, interest (including PIK Amounts and interest at the contract rate applicable upon default accrued or
accruing after the commencement of any proceeding under the Bankruptcy Code, or any applicable provisions of comparable state or foreign law, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This
Guaranty constitutes a guaranty of payment and not of collection. 
  
 (b) Each Guarantor further agrees that, if (i) any payment made by Borrower or any other Person and applied to the Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or
otherwise required to be refunded or repaid, or (ii) the proceeds of Collateral are required to be returned by any Guarantied Party to the Borrower, its estate, trustee, receiver or any other party, including any Guarantor, under any bankruptcy law,
equitable cause or any other Requirement of Law, then, to the extent of such payment or repayment, any such Guarantor’s liability hereunder (and any Lien or other Collateral securing such liability) shall be and remain in full force and effect,
as fully as if such payment had never been made. If, prior to any of the foregoing, this Guaranty shall have been cancelled or surrendered (and if any Lien or other Collateral securing such Guarantor’s liability hereunder shall have been
released or terminated by virtue of such cancellation or surrender), this Guaranty (and such Lien or other Collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge,
impair or otherwise affect the obligations of any such Guarantor in respect of the amount of such payment (or any Lien or other Collateral securing such obligation). 
  
 Section 2 Limitation of Guaranty 
  
 Any term or provision of this Guaranty or any other Loan Document to the contrary notwithstanding, the maximum aggregate
amount of the Obligations for which any Subsidiary Guarantor shall be liable shall not exceed the maximum amount for which such Subsidiary Guarantor can be liable without rendering this Guaranty or any other Loan Document, as it relates to such
Subsidiary Guarantor, subject to avoidance under applicable law relating to fraudulent conveyance or fraudulent transfer (including Section 548 of the Bankruptcy Code or any applicable provisions of comparable state law) (collectively,
“Fraudulent Transfer Laws”), in each case after giving effect (a) to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding,
however, any liabilities of such Subsidiary Guarantor in respect of intercompany Indebtedness to the Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Subsidiary Guarantor hereunder) and
(b) to the value as assets of such Subsidiary Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights held by such Subsidiary
Guarantor pursuant to (i) applicable Requirements of Law, (ii) Section 3 
  

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 2ND LIEN GUARANTY 
 KNOLOGY , INC 
  
 (Contribution) of this Guaranty or (iii) any other Contractual Obligations providing for an equitable allocation among such Subsidiary Guarantor and other
Subsidiaries or Affiliates of the Borrower of obligations arising under this Guaranty or other guaranties of the Obligations by such parties. 
  
 Section 3 Contribution 
  
 To the extent that any Subsidiary Guarantor shall be required hereunder to pay a portion of the Obligations exceeding the greater of (a) the amount of the
economic benefit actually received by such Subsidiary Guarantor from the Term Loans and the other financial accommodations provided to the Borrower under the Loan Documents and (b) the amount such Subsidiary Guarantor would otherwise have paid if
such Subsidiary Guarantor had paid the aggregate amount of the Obligations (excluding the amount thereof repaid by the Borrower) in the same proportion as such Subsidiary Guarantor’s net worth at the date enforcement is sought hereunder bears
to the aggregate net worth of all the Subsidiary Guarantors at the date enforcement is sought hereunder, then such Guarantor shall be reimbursed by such other Subsidiary Guarantors for the amount of such excess, pro rata, based on the respective net
worths of such other Subsidiary Guarantors at the date enforcement hereunder is sought. 
  
 Section 4 Authorization; Other Agreements 
  
 The Guarantied Parties are hereby authorized, without notice to, or demand upon, any Guarantor, which notice and demand requirements each are expressly waived hereby, and without discharging or otherwise affecting the
obligations of such Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to do each of the following: 
  
 (a) supplement, renew, extend, accelerate or otherwise change the time for
payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including the other Loan Documents) now or hereafter
executed by the Borrower and delivered to the Guarantied Parties or any of them, including any increase or decrease of principal or the rate of interest thereon; 
  
 (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part
thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guarantied Parties or any of them; 
  
 (c) accept partial payments on the Obligations; 
  
 (d) receive, take and hold additional security or collateral for the payment
of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral; 
  
 (e) settle, release, compromise, collect or otherwise liquidate the
Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner; 
  

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 2ND LIEN GUARANTY 
 KNOLOGY , INC 
  
 (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the
Borrower or any other guarantor, maker or endorser; 
  
 (g) apply
to the Obligations any payment or recovery (x) from the Borrower, from any other guarantor, maker or endorser of the Obligations or any part of them or (y) from any Guarantor in such order as provided herein, in each case whether such Obligations
are secured or unsecured or guaranteed or not guaranteed by others; 
  
 (h) apply to the Obligations any payment or recovery from any Guarantor of the Obligations or any sum realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guarantied Parties or any of them, in each
case whether or not such indebtedness or obligations relate to the Obligations; and 
  
 (i) refund at any time any payment received by any Guarantied Party in respect of any Obligation, and payment to such Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior
thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the
obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations); 
  
 even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of
the foregoing (including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations that impairs any subrogation, reimbursement or other right of such Guarantor). 
  
 Section 5 Guaranty Absolute and Unconditional 
  
 Each Guarantor hereby waives any defense of a surety or guarantor or any
other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its obligations under this Guaranty are absolute and unconditional and shall not be discharged or otherwise affected as a result
of any of the following: 
  
 (a) the invalidity or
unenforceability of any of the Borrower’s obligations under the Credit Agreement or any other Loan Document or any other agreement or instrument relating thereto, or any security for, or other guaranty of the Obligations or any part of them, or
the lack of perfection or continuing perfection or failure of priority of any security for the Obligations or any part of them; 
  
 (b) the absence of any attempt to collect the Obligations or any part of them from the Borrower or other action to enforce the same; 
  
 (c) failure by any Guarantied Party to take any steps to perfect and maintain
any Lien on, or to preserve any rights to, any Collateral; 
  
 (d)
any Guarantied Party’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any applicable provisions of comparable state or foreign law; 

 

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 2ND LIEN GUARANTY 
 KNOLOGY , INC 
  
 (e) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code or any
applicable provisions of comparable state or foreign law; 
  
 (f)
the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guarantied Party’s claim (or claims) for repayment of the Obligations; 
  
 (g) any use of cash collateral under Section 363 of the Bankruptcy Code; 
  
 (h) any agreement or stipulation as to the provision of adequate protection
in any bankruptcy proceeding; 
  
 (i) the avoidance of any Lien in
favor of the Guarantied Parties or any of them for any reason; 
  
 (j) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, any Guarantor or any of the Borrower’s other Subsidiaries, including any
discharge of, or bar or stay against collecting, any Obligation (or any part of them or interest thereon) in or as a result of any such proceeding; 
  
 (k) failure by any Guarantied Party to file or enforce a claim against the Borrower or its estate in any bankruptcy or insolvency case or proceeding;

  
 (l) any action taken by any Guarantied Party if such action is
authorized hereby; 
  
 (m) any election following the occurrence
of an Event of Default by any Guarantied Party to proceed separately against the personal property Collateral in accordance with such Guarantied Party’s rights under the UCC or, if the Collateral consists of both personal and real property, to
proceed against such personal and real property in accordance with such Guarantied Party’s rights with respect to such real property; or 
  
 (n) any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor or any other obligor on any
obligations, other than the payment in full of the Obligations. 
  
 Section 6 Waivers 
  
 Each Guarantor
hereby waives diligence, promptness, presentment, demand for payment or performance and protest and notice of protest, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of
any disability or other defense of the Borrower. Each Guarantor shall not, until the Obligations are irrevocably paid in full, assert any claim or counterclaim it may have against the Borrower or set off any of its obligations to the Borrower
against any obligations of the Borrower to it. In connection with the foregoing, each Guarantor covenants that its obligations hereunder shall not be discharged, except by complete performance. 
  

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 2ND LIEN GUARANTY 
 KNOLOGY , INC 
  
 Section 7 Reliance 
  
 Each Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of the Borrower and any endorser and other guarantor
of all or any part of the Obligations, and of all other circumstances bearing upon the risk of nonpayment of the Obligations, or any part thereof, that diligent inquiry would reveal, and each Guarantor hereby agrees that no Guarantied Party shall
have any duty to advise any Guarantor of information known to it regarding such condition or any such circumstances. In the event any Guarantied Party, in its sole discretion, undertakes at any time or from time to time to provide any such
information to any Guarantor, such Guarantied Party shall be under no obligation (a) to undertake any investigation not a part of its regular business routine, (b) to disclose any information that such Guarantied Party, pursuant to accepted or
reasonable commercial finance or banking practices, wishes to maintain confidential or (c) to make any other or future disclosures of such information or any other information to any Guarantor. 
  
 Section 8 Waiver of Subrogation and Contribution Rights

  
 The Guarantors hereby waive any right of subrogation
to any of the rights of the Guarantied Parties or any part of them against the Borrower or any Guarantor or any right of reimbursement or contribution or similar right against the Borrower or any Guarantor by reason of this Agreement or by any
payment made by any Guarantor in respect of the Obligations. 
  
 Section 9 Subordination 
  
 Each Guarantor
hereby agrees that any Indebtedness of the Borrower now or hereafter owing to any Guarantor, whether heretofore, now or hereafter created (the “Guarantor Subordinated Debt”), is hereby subordinated to all of the Obligations and
that, except as permitted under Section 8.5 (Restricted Payments) of the Credit Agreement, the Guarantor Subordinated Debt shall not be paid in whole or in part until the Obligations have been paid in full and this Guaranty is
terminated and of no further force or effect. No Guarantor shall accept any payment of or on account of any Guarantor Subordinated Debt at any time in contravention of the foregoing. Upon the occurrence and during the continuance of an Event of
Default, the Borrower shall pay to the Administrative Agent any payment of all or any part of the Guarantor Subordinated Debt and any amount so paid to the Administrative Agent shall be applied to payment of the Obligations as provided in Section
2.10(f) (Payments and Computations) of the Credit Agreement. Each payment on the Guarantor Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Guarantor as trustee for the
Guarantied Parties and shall be paid over to the Administrative Agent immediately on account of the Obligations, but without otherwise affecting in any manner such Guarantor’s liability hereof. Each Guarantor agrees to file all claims against
the Borrower in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Guarantor Subordinated Debt, and the Administrative Agent shall be entitled to all of such Guarantor’s rights thereunder. If
for any reason a Guarantor fails to file such claim at least ten Business Days prior to the last date on which such claim should be filed, such Guarantor hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact
and is hereby authorized to act as attorney-in-fact in such Guarantor’s name to file such claim or, in the Administrative Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Administrative
Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and, to the
full extent necessary for 
  

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 2ND LIEN GUARANTY 
 KNOLOGY , INC 
  
 that purpose, each Guarantor hereby assigns to the Administrative Agent all of such Guarantor’s rights to any payments or distributions to which such Guarantor
otherwise would be entitled. If the amount so paid is greater than such Guarantor’s liability hereunder, the Administrative Agent shall pay the excess amount to the party entitled thereto. In addition, each Guarantor hereby irrevocably appoints
the Administrative Agent as its attorney-in-fact to exercise all of such Guarantor’s voting rights in connection with any bankruptcy proceeding or any plan for the reorganization of the Borrower. 
  
 Section 10 Default; Remedies 
  
 The obligations of each Guarantor hereunder are independent of and separate
from the Obligations. If any Obligation is not paid when due, or upon any Event of Default hereunder or upon any default by the Borrower as provided in any other instrument or document evidencing all or any part of the Obligations, the
Administrative Agent may, at its sole election, proceed or direct the Collateral Agent to proceed directly and at once, without notice, against any Guarantor to collect and recover the full amount or any portion of the Obligations then due, without
first proceeding against the Borrower or any other guarantor of the Obligations, or against any Collateral under the Loan Documents or joining the Borrower or any other guarantor in any proceeding against any Guarantor. At any time after maturity of
the Obligations, the Administrative Agent or the Collateral Agent may (unless the Obligations have been irrevocably paid in full), without notice to any Guarantor and regardless of the acceptance of any Collateral for the payment hereof, appropriate
and apply toward the payment of the Obligations (a) any indebtedness due or to become due from any Guarantied Party to such Guarantor and (b) any moneys, credits or other property belonging to such Guarantor at any time held by or coming into the
possession of any Guarantied Party or any of its respective Affiliates. 
  
 Section 11 Irrevocability 
  
 This
Guaranty shall be irrevocable as to the Obligations (or any part thereof) until the Commitments have been terminated and all monetary Obligations then outstanding have been irrevocably repaid in cash, at which time this Guaranty shall automatically
be cancelled. Upon such cancellation and at the written request of any Guarantor or its successors or assigns, and at the cost and expense of such Guarantor or its successors or assigns, the Administrative Agent shall execute in a timely manner a
satisfaction of this Guaranty and such instruments, documents or agreements as are necessary or desirable to evidence the termination of this Guaranty. 
  
 Section 12 Setoff 
  
 Upon the occurrence and during the continuance of an Event of Default, each Guarantied Party and each Affiliate of a Guarantied Party may, without notice
to any Guarantor and regardless of the acceptance of any security or collateral for the payment hereof, appropriate and apply toward the payment of all or any part of the Obligations (a) any indebtedness due or to become due from such Guarantied
Party or Affiliate to such Guarantor and (b) any moneys, credits or other property belonging to such Guarantor, at any time held by, or coming into, the possession of such Guarantied Party or Affiliate. 
  

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 2ND LIEN GUARANTY 
 KNOLOGY , INC 
  
 Section 13 No Marshalling 
  
 Each Guarantor consents and agrees that no Guarantied Party or Person acting for or on behalf of any Guarantied Party shall be under any obligation to
marshal any assets in favor of any Guarantor or against or in payment of any or all of the Obligations. 
  
 Section 14 Enforcement; Amendments; Waivers 
  
 No delay on the part of any Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, the Intercreditor
Agreement, any other Loan Document or otherwise with respect to all or any part of the Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or
partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any provision of this Guaranty shall be binding upon any Guarantied Party, except as expressly set forth in a
writing duly signed and delivered by the party making such modification or waiver. Failure by any Guarantied Party at any time or times hereafter to require strict performance by the Borrower, any Guarantor, any other guarantor of all or any part of
the Obligations or any other Person of any provision, warranty, term or condition contained in any Loan Document now or at any time hereafter executed by any such Persons and delivered to any Guarantied Party shall not waive, affect or diminish any
right of any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of any Guarantied Party, or its respective agents, officers or
employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or such Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the
Credit Agreement. No waiver of any Event of Default by any Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by any Guarantied Party permitted hereunder shall in
any way affect or impair any Guarantied Party’s rights and remedies or the obligations of any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal or interest owing by the Borrower
to a Guarantied Party shall be conclusive and binding on each Guarantor irrespective of whether such Guarantor was a party to the suit or action in which such determination was made. 
  
 Section 15 Successors and Assigns 
  
 This Guaranty shall be binding upon each Guarantor and upon the successors and assigns of such Guarantors and shall inure to
the benefit of the Guarantied Parties and their respective successors and assigns; all references herein to the Borrower and to the Guarantors shall be deemed to include their respective successors and assigns. The successors and assigns of the
Guarantors and the Borrower shall include their respective receivers, trustees and debtors-in-possession. All references to the singular shall be deemed to include the plural where the context so requires. 
  
 Section 16 Representations and Warranties; Covenants

  
 Each Guarantor hereby (a) severally represents and
warrants as to itself only that the representations and warranties as to it made by the Borrower in Article IV (Representations and Warranties) of the Credit Agreement are true and correct on the date hereof and (b) agrees to take, or refrain
from taking, as the case may be, each action necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor.

  

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 2ND LIEN GUARANTY 
 KNOLOGY , INC 
  
 Section 17 Governing Law 
  
 This Guaranty and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the
State of New York. 
  
 Section 18 Submission to
Jurisdiction; Service of Process 
  
 (a) Any legal action
or proceeding with respect to this Guaranty, and any other Loan Document, may be brought in the courts of the State of New York located in the City of New York or of the United States of America for the Southern District of New York, and, by
execution and delivery of this Guaranty, each Guarantor hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection,
including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions.

  
 (b) Each Guarantor hereby irrevocably consents to the service
of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Guaranty or any other Loan Document by the mailing (by registered or
certified mail, postage prepaid) or delivering of a copy of such process to such Guarantor care of the Borrower at the Borrower’s address specified in Section 11.8 (Notices, Etc.) of the Credit Agreement. Each Guarantor agrees
that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 
  
 (c) Nothing contained in this Section 18 (Submission to Jurisdiction; Service of Process) shall affect the right of
the Administrative Agent or any other Guarantied Party to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against a Guarantor in any other jurisdiction. 
  
 (d) If for the purposes of obtaining judgment in any court it is necessary to
convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the
Administrative Agent could purchase Dollars with such other currency at the spot rate of exchange quoted by the Administrative Agent at 10:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase
of Dollars, for delivery two Business Days thereafter. 
  
 Section 19 Waiver of Judicial Bond 
  
 To
the fullest extent permitted by applicable law, the Guarantor waives the requirement to post any bond that otherwise may be required of any Guarantied Party in connection with any judicial proceeding to enforce such Guarantied Party’s rights to
payment hereunder, security interest in or other rights to the Collateral or in connection with any other legal or equitable action or proceeding arising out of, in connection with, or related to this Guaranty and the Loan Documents to which it is a
party. 
  

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 2ND LIEN GUARANTY 
 KNOLOGY , INC 
  
 Section 20 Certain Terms 
  
 The following rules of interpretation shall apply to this Guaranty: (a) the terms “herein,” “hereof,”
“hereto” and “hereunder” and similar terms refer to this Guaranty as a whole and not to any particular Article, Section, subsection or clause in this Guaranty, (b) unless otherwise indicated, references herein to an
Exhibit, Article, Section, subsection or clause refer to the appropriate Exhibit to, or Article, Section, subsection or clause in this Guaranty and (c) the term “including” means “including without limitation”
except when used in the computation of time periods. 
  
 Section 21 Waiver of Jury Trial 
  
 EACH OF THE ADMINISTRATIVE AGENT, THE OTHER GUARANTIED PARTIES AND EACH
GUARANTOR IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING
WITH RESPECT TO THIS GUARANTY AND ANY OTHER LOAN DOCUMENT. 
  
 Section 22 Notices 
  
 Any notice or other communication herein required or permitted shall be
given as provided in Section 11.8 (Notices, Etc.) of the Credit Agreement and, in the case of any Guarantor, to such Guarantor in care of the Borrower. 
  

Section 23 Severability 
  
 Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this
Guaranty. 
  
 Section 24 Additional Guarantors

  
 Each of the Guarantors agrees that, if, pursuant to
Section 7.11(a) (Additional Collateral and Guaranties) of the Credit Agreement, the Borrower shall be required to cause any Subsidiary thereof that is not a Guarantor to become a Guarantor hereunder, or if for any reason the Borrower desires
any such Subsidiary to become a Guarantor hereunder, such Subsidiary shall execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit A (Guaranty Supplement) attached hereto and shall thereafter
for all purposes be a party hereto and have the same rights, benefits and obligations as a Guarantor party hereto on the Closing Date. 
  
 Section 25 Collateral 
  
 Each Guarantor hereby acknowledges and agrees that its obligations under this Guaranty are secured pursuant to the terms and provisions of the Collateral
Documents executed by it in favor of the Collateral Agent, for the benefit of the Secured Parties, and covenants that it shall not grant any Lien with respect to its Property in favor, or for the benefit, of any Person other than the Administrative
Agent, for the benefit of the Secured Parties except as otherwise permitted by Section 8.2 (Liens, etc.) of the Credit Agreement. 
  

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 2ND LIEN GUARANTY 
 KNOLOGY , INC 
  
 Section 26 Costs and Expenses 
  
 In accordance with the provisions of Section 11.3 (Costs and Expenses) of the Credit Agreement, each Guarantor agrees to pay or reimburse the
Collateral Agent, the Collateral Agent and each of the other Guarantied Parties upon demand for all out-of-pocket costs and expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel and costs of settlement),
incurred by the Administrative Agent, the Collateral Agent and such other Guarantied Parties in enforcing this Guaranty against such Guarantor or any security therefor or exercising or enforcing any other right or remedy available in connection
herewith or therewith. 
  
 Section 27 Waiver of
Consequential Damages 
  
 EACH
GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE MAXIMUM EXTENT NOT
PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER
ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGE IN ANY LEGAL ACTION
OR PROCEEDING IN RESPECT OF THIS GUARANTY OR ANY OTHER LOAN
DOCUMENT. 
  
 Section 28 Entire
Agreement 
  
 This Guaranty, taken together with all of
the other Loan Documents executed and delivered by the Guarantors, represents the entire agreement and understanding of the parties hereto and supersedes all prior understandings, written and oral, relating to the subject matter hereof. 

 
 Section 29 Acknowledgment 
  
 The parties hereto acknowledge and agree that this Guaranty shall be subject
to the terms and provisions of the Intercreditor Agreement. 
  
 [SIGNATURE PAGES FOLLOW] 
  

 11 








 IN WITNESS WHEREOF, this Guaranty has been duly executed by
the Guarantors as of the day and year first set forth above. 
  

			
	KNOLOGY OF KNOXVILLE, INC.
	KNOLOGY OF NASHVILLE, INC.
	KNOLOGY OF LOUISVILLE, INC.
	KNOLOGY OF KENTUCKY, INC.
	KNOLOGY BROADBAND, INC.
	KNOLOGY NEW MEDIA, INC.
	KNOLOGY BROADBAND OF CALIFORNIA, INC.
	KNOLOGY BROADBAND OF FLORIDA, INC.
	ITC GLOBE, INC.
	KNOLOGY OF AUGUSTA, INC.
	KNOLOGY OF COLUMBUS, INC.
	KNOLOGY OF MONTGOMERY, INC.
	KNOLOGY OF FLORIDA, INC.
	KNOLOGY OF SOUTH CAROLINA, INC.
	KNOLOGY OF CHARLESTON, INC.
	KNOLOGY OF HUNTSVILLE, INC.
	KNOLOGY OF ALABAMA, INC.
	VALLEY TELEPHONE CO. LLC,
	each as Guarantor
		
	 By:
	 	  


	Name:	 	 
	Title:	 	 


  

			
	 ACKNOWLEDGED AND AGREED
 as of the date first above written:

	
	CREDIT SUISSE,
	 CAYMAN ISLANDS BRANCH
 as Administrative Agent and as
 Collateral Agent

		
	 By:
	 	  


	Name:
	Title:
		
	 By:
	 	  


	Name:
	Title:

  
 [SIGNATURE PAGE TO 2ND LIEN GUARANTY] 







 EXHIBIT A 
 TO 
 GUARANTY 
  
 FORM OF GUARANTY
SUPPLEMENT 
  
 The undersigned hereby agrees to
be bound as a Guarantor for purposes of the Guaranty, dated as of             , 200     (the “Guaranty”), among Credit Suisse, Knology,
Inc. and certain of its Subsidiaries listed on the signature pages thereof and acknowledged by Credit Suisse, as Administrative Agent, and the undersigned hereby acknowledges receipt of a copy of the Guaranty. The undersigned hereby represents and
warrants that each of the representations and warranties contained in Section 16 (Representations and Warranties; Covenants) of the Guaranty applicable to it is true and correct on and as the date hereof as if made on and as of such date.
Capitalized terms used herein but not defined herein are used with the meanings given them in the Guaranty. 
  
 IN WITNESS WHEREOF, the undersigned has caused this Guaranty Supplement to be duly executed and delivered as
of                     ,            . 
  

			
	[NAME OF SUBSIDIARY GUARANTOR]
		
	 By:
	 	  


	Name:	 	 
	Title:	 	 


  

			
	 ACKNOWLEDGED AND AGREED
 as of the date first above written:

	
	 CREDIT SUISSE, acting through one
 or more of its branches,
 as Administrative Agent and
as
 Collateral Agent

		
	 By:
	 	  


	Name:
	Title: