EX-10.63




 Exhibit 10.63 
 EXECUTION VERSION 
 GUARANTY 

GUARANTY, dated as of October 15, 2010 (this “Guaranty”), by Knology, Inc.
(the “Borrower”) and each of the other 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, each Issuer (as each such
term is defined in the Credit Agreement referred to below) and each other holder of a Guarantied Obligation (as defined below) (each, a “Guarantied Party” and, collectively, the “Guarantied Parties”). 

W I T N E S S E
T H 
 WHEREAS, pursuant to the Credit Agreement dated as of October 15,
2010 (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 and Issuers party thereto, the other parties thereto, and Credit Suisse AG, acting through one or more of its branches, as Administrative Agent and
Collateral Agent, the Lenders and Issuers have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein; 
 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 Loans, the issuance of the Letters of Credit 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 and the Issuers 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;

 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 Loans and the Issuers to issue Letters of Credit, 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 Guarantied 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 or any other Loan Party, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest at
the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under the Bankruptcy Code, or any 









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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 Guarantied 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). 
 (c)        “Guarantied Obligations” means (i) in the case of the Borrower, the obligations of any other Loan Party under any Loan Document,
any Secured Hedging Obligations of such Loan Party and any Cash Management Obligations of such Loan Party, and (ii) in the case of each Subsidiary Guarantor, the Obligations of the Borrower, the obligations of any other Loan Party under any
Loan Document, any Secured Hedging Obligations of the Borrower or any other Loan Party and any Cash Management Obligations of the Borrower or any other Loan Party. 
 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 Guarantied 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 (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 Guarantied Obligations by such parties. 

  
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 Section 3        Contribution

 To the extent that any Subsidiary Guarantor shall be required hereunder to pay a portion of the Guarantied Obligations
exceeding the greater of (a) the amount of the economic benefit actually received by such Subsidiary Guarantor from the Revolving Loans and 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 Guarantied 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 Guarantied 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 Guarantied Obligations, or any part thereof, or any other instrument or agreement in respect of the Guarantied 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 Guarantied
Obligations; 
 (d)        receive, take and hold additional security or collateral for
the payment of the Guarantied 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 Guarantied
Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Guarantied Obligations or any part of them or any other guaranty therefor, in any manner; 

(f)        add, release or substitute any one or more other guarantors, makers or endorsers of
the Guarantied Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser; 

  
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 (g)        apply to the Guarantied Obligations
any payment or recovery (x) from the Borrower, from any other guarantor, maker or endorser of the Guarantied Obligations or any part of them or (y) from any Guarantor in such order as provided herein, in each case whether such Guarantied
Obligations are secured or unsecured or guaranteed or not guaranteed by others; 

(h)        apply to the Guarantied Obligations any payment or recovery from any Guarantor of the
Guarantied 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 Guarantied
Obligations; and 
 (i)        refund at any time any payment received by any Guarantied
Party in respect of any Guarantied 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 Guarantied 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 Guarantied Obligations or any part of them, or the lack of perfection or continuing perfection or
failure of priority of any security for the Guarantied Obligations or any part of them; 

(b)        the absence of any attempt to collect the Guarantied 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; 
 (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; 

  
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 (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 Guarantied 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 Guarantied
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; 
 (n)        any change in the corporate existence or structure of the Borrower or any other Loan Party; 

(o)        any defense, set-off or counterclaim (other than a defense of payment or performance)
which may at any time be available to or be asserted by any Guarantor or any other Person against any Guarantied Party; 

(p)        any Requirement of Law affecting any term of any Guarantor’s obligations under
this Guaranty; or 
 (q)        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 Guarantied 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 Guarantied
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 Guarantied Obligations are irrevocably paid in full and the Revolving Credit Commitments have


  
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been terminated, 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. 
 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 Guarantied Obligations,
and of all other circumstances bearing upon the risk of nonpayment of the Guarantied 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 Guaranty or by any payment made by any Guarantor in respect of the Guarantied 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 Guarantied 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 Guarantied 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 Guarantied Obligations as provided in Section 2.13(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 Guarantied 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 

  
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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 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 Guarantied Obligations. If any Guarantied 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 Guarantied 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 Guarantied Obligations then due, without first proceeding against
the Borrower or any other guarantor of the Guarantied 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
Guarantied Obligations, the Administrative Agent or the Collateral Agent may (unless the Guarantied 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 Guarantied 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 Guarantied Obligations (or any part thereof) until the Commitments have been terminated and
all monetary Guarantied 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 Guarantied Obligations (a) any indebtedness due or to
become due from such Guarantied Party or Affiliate to such Guarantor and 

  
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(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. 

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 Guarantied 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 or any other Loan Document or otherwise with respect to all or any
part of the Guarantied Obligations, the Collateral or any other guaranty of or security for all or any part of the Guarantied 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 Guarantied 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 

  
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and Warranties) of the Credit Agreement are true and correct on the date hereof and true and correct in all material respects on each other date as required by
Section 3.2(b)(i) (Conditions Precedent to Each Loan and Letter of Credit) of the Credit Agreement 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. 
 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


  
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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. 

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 Effective 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


  
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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. 

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        Counterparts 
 This Guaranty may be executed in any number of separate counterparts and by different parties 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. Signature pages may be detached from multiple counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed
counterpart by facsimile transmission or electronic mail shall be effective as delivery of a manually executed counterpart. 

[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 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.
 GLOBE
TELECOMMUNICATIONS, INC.
 ITC GLOBE, INC.
 KNOLOGY OF THE VALLEY, INC.
 VALLEY TELEPHONE CO., LLC

KNOLOGY OF SOUTH DAKOTA, INC.
 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.

WEST GEORGIA BROADBAND, INC.
 KNOLOGY OF KANSAS,
INC.,
 each as Grantor

				
		 	 By:
	 	 /s/ M. Todd Holt
	 	
		 		 	Name: M. Todd Holt	 	
		 		 	Title: President and Chief Financial Officer	 	

 [SIGNATURE PAGE TO GUARANTY] 

  










			
	 ACKNOWLEDGED AND AGREED

as of the date first above written:

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

as Collateral Agent



			
		
	 By:
	 	 /s/ Bill O’Daly



			
	 Name:
	 	Bill O’Daly
	 Title:
	 	Director


			
		
	 By:
	 	 /s/ Christopher Reo Day



			
	 Name:
	 	Christopher Reo Day
	 Title:
	 	Associate

 [SIGNATURE PAGE TO GUARANTY] 








 EXHIBIT A 
 GUARANTY SUPPLEMENT 
 The undersigned hereby agrees to be bound as a Guarantor for
purposes of the Guaranty, dated as of October     , 2010 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”), made by Knology, Inc. and certain of
its Subsidiaries listed on the signature pages thereof and acknowledged by Credit Suisse AG, acting through one or more of its branches, as Administrative Agent and as Collateral 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 GUARANTOR]
		
	 By:
	 	  

		 	Name:
		 	Title:


  

			
	 ACKNOWLEDGED AND AGREED
 as of the date first above written:

	
	 CREDIT SUISSE AG, acting through one
or
 more of its branches,

as Administrative Agent and as

Collateral Agent 

		
	 By:
	 	  

	 Name:

	 Title: