**EXHIBIT 10.2**

 

**PURCHASE-MONEY SECURITY AGREEMENT**

 

**THIS PURCHASE-MONEY SECURITY AGREEMENT** (as amended, restated or otherwise modified, this “Agreement”) datedas of September 15, 2003 made by **KNOLOGY NEW MEDIA, INC**., a Delaware corporation (the “Grantor”), in favor of **SCANA COMMUNICATIONS HOLDINGS, INC.**, a Delaware corporation, and **CAMPBELL B. LANIER, III** (each a“Lender” and collectively the “Lenders”). 

 

**STATEMENT OF PURPOSE**

 

Pursuant to thePurchase-Money Financing Line of Credit Promissory Note of even date herewith (as amended, restated, supplemented or otherwise modified, the “Purchase-Money Note”), made by Grantor in favor of the Lenders, the Lenders may provide certainextensions of credit to the Grantor, to finance the cost (including the cost of design, development, acquisition, construction, installation, improvement, transportation or integration) to acquire equipment, inventory or network assets (suchequipment, inventory, and other network assets collectively referred to herein as “Network Assets”) relating to the System (as defined in the Asset Purchase Agreement dated as of July 15, 2003, by and between Verizon Media Ventures Inc.and the Grantor). 

 

In connection with the transactionscontemplated by the Purchase-Money Note and as a condition precedent thereto, the Lenders have requested that the Grantor grant a continuing security interest in and to the “Collateral” (as hereinafter defined) to secure the “SecuredObligations” (as hereinafter defined), and the Grantor has agreed to do so pursuant to the terms hereof. 

 

**NOW, THEREFORE**, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, and to induce the Lenders to enter into and make available loans pursuant to the Purchase-Money Note, the Grantor hereby agrees with the Lenders as follows: 

 

SECTION 1. Definitions. Capitalized terms used herein and not otherwise defined in this Agreement, including thepreambles and recitals hereof, shall have the meaning assigned thereto in the Purchase-Money Note. In the event of a conflict between capitalized terms defined herein and in the Purchase-Money Note, the Purchase-Money Note shall control. Thefollowing additional terms when used in this Agreement shall have the following meanings: 

 

“Applicable Law” means all applicable provisions of constitutions, statutes, laws, rules, treaties, regulations and orders of all Governmental Authorities and all orders and decrees of all courts andarbitrators. 

 

“Collateral” shall have themeaning assigned thereto in Section 2(a) hereof. 

 

“Event of Default” means the occurrence of an “Event of Default” under the Purchase-Money Note. 

“Financing Statements” shall mean the UCC-1 Financing Statements naming the Grantor asdebtor and the Lenders as secured parties, with respect to the Collateral. 

 

“Governmental Authority” means any nation, province, state or political subdivision thereof, and any government or any Person exercising executive, legislative, regulatory or administrative functionsof or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing. 

 

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest orencumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional saleagreement, capital lease or other title retention agreement relating to such asset. 

 

“Loan Documents” means this Agreement, the Purchase-Money Note and any other document executed in connection with the foregoing. 

 

“Material Adverse Effect” means, with respect to the Grantor, a material adverse effect on the properties,business, prospects, operations or condition (financial or otherwise) of the Grantor or the ability of the Grantor to perform its obligations under the Loan Documents or any material contracts. 

 

“Person” means an individual, corporation, partnership,limited liability company, association, trust, business trust, joint venture, joint stock company, pool, syndicate, sole proprietorship, unincorporated organization, Governmental Authority or any other form of entity or group thereof. 

 

“Proceeds” means all “proceeds” (as defined by theUCC) of, and all other profits, rentals or receipts, in whatever form, arising from the collection, sale, lease, exchange, assignment, licensing or other disposition of, or realization upon, the Collateral, including, without limitation, all claimsof the Grantor against third parties for loss of, damage to or destruction of, or for proceeds payable under, or unearned premiums with respect to, policies of insurance in respect of, any Collateral, and any condemnation or requisition paymentswith respect to any Collateral. 

 

“SecuredObligations” means all indebtedness and obligations under the Purchase-Money Note and any renewals and extensions thereof and replacements and substitutions thereof. 

 

“Security Interests” means the security interests granted pursuant to Section 2, as well as all othersecurity interests created or assigned as additional security for the Secured Obligations pursuant to the provisions of this Agreement. 

 

“UCC” means the Uniform Commercial Code as in effect on the date hereof in the State of South Carolina; provided that if by reasonof mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the Security Interests in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than South Carolina,“UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection. 

 

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SECTION 2. The Security Interests. 

 

(a) To secure the Purchase-Money Note and to secure the full and prompt payment and performance of all of the SecuredObligations, the Grantor hereby grants to the Lenders a continuing security interest in and to all of the Grantor’s right, title and interest in and all of the following, wherever located and whether now owned or hereafter acquired or arising(collectively, the “Collateral”): 

 

(i) all Network Assets purchased with the proceeds of loans made to Grantor pursuant to the Purchase Money Note, to the extent of such proceeds; and 

 

(ii) all products and Proceeds of all or any such Network Assets 

 

(b) In each loan request delivered by the Grantor to the Lenders pursuant to the Purchase-Money Note, the Grantor shalldescribe all Network Assets to be purchased with the proceeds of the requested loan in sufficient detail to identify them as being subject to a purchase-money security interest to the extent provided by Applicable Law. 

 

(c) Each Lender and the Grantor agrees that, notwithstanding the order orfailure of the filing of any financing statement covering the Collateral filed in any jurisdiction, or the order or lack of perfection of the Security Interest of either Lender in the Collateral or the priority of the Security Interest of eachLender in the Collateral, the Security Interest of each Lender in the Collateral shall be on a *pari passu* basis and each Lender shall have an interest in the Collateral and in this Agreement equal to the respective Pro Rata Share of each suchLender, as such Pro Rata Share is set forth in the Purchase-Money Note. The proceeds of any seizure of, foreclosure upon, or other sale or disposition of, the Collateral shall be shared by the Lenders in accordance with their respective Pro RataShares. Each Lender agrees to execute such documents and instruments as may be necessary or desirable to reflect the *pari passu* nature of the respective interests of each Lender in and to the Collateral. Notwithstanding the foregoing, neitherLender hereto shall be responsible or liable to the other Lender for the invalidity of the Security Interests purported to be granted hereunder, the failure of the Lenders’ Security Interests to be perfected, the inadequacy of the value or lackof merchantability or uncollectibility of the Collateral or the lack of creditworthiness of the Grantor. 

 

(d) The Security Interests are granted as security only and shall not subject the Lenders to, or transfer to the Lenders, or in any way affect or modify,any obligation or liability of the Grantor with respect to any of the Collateral or any transaction in connection therewith. 

 

SECTION 3. Representations and Warranties. The Grantor represents and warrants as follows: 

 

(a) The Grantor is a corporation duly organized, validly existing and ingood standing under the laws of Delaware. 

 

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(b) The Grantor has the corporate power and authority and the legal right to execute and deliver, toperform its obligations under, and to grant the Security Interests in the Collateral pursuant to, this Agreement and has taken all necessary corporate action to authorize its execution, delivery and performance of, and grant of the SecurityInterests on the Collateral pursuant to, this Agreement. 

 

(c)This Agreement constitutes a legal, valid and binding obligation of the Grantor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting theenforcement of creditors’ rights generally and by the availability of equitable remedies. 

 

(d) The execution, delivery and performance of this Agreement will not violate any provision of any material Applicable Law or material contractual obligation of the Grantor and will not result in the creation orimposition of any Lien on any of the material properties or revenues of the Grantor pursuant to any Applicable Law or contractual obligation of the Grantor, except as contemplated hereby. 

 

(e) No consent or authorization of, filing with any arbitrator or Governmental Authority and no consent of any other Person(including, without limitation, any stockholder or creditor of the Grantor), is required in connection with the execution, delivery, performance, validity or enforceability against the Grantor of this Agreement, except filings under the UniformCommercial Code. 

 

(f) No material litigation, investigation orproceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Grantor after due inquiry, threatened by or against the Grantor or against any of its properties or revenues with respect to this Agreement orany of the transactions contemplated hereby. 

 

(g) The Grantorhas good and marketable title to all of its Collateral, free and clear of any Liens. 

 

(h) The Grantor has not performed any acts that would prevent or hinder the Lenders from enforcing any of the terms of this Agreement. No financing statement, mortgage, security agreement or similar or equivalentdocument or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction. 

 

SECTION 4. Further Assurances; Covenants. 

 

(a) General. 

 

(i) The Grantor shall not change the location of its chief executive office or principal place of business in any state or the location ofany Collateral unless it shall have given each Lender thirty (30) days prior written notice thereof. 

 

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(ii) The Grantor shall not change its name, identity, jurisdiction of incorporation orcorporate structure in any manner unless it shall have given each Lender thirty (30) days’ prior written notice thereof and delivered an opinion of counsel with respect thereto in accordance with Section 4(a)(vii) hereof. 

 

(iii) The Grantor shall maintain the Lenders’ SecurityInterests in the Collateral as first priority perfected Liens thereon. The Grantor hereby irrevocably authorizes each Lender at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements andamendments thereto that (a) describe the Collateral and (b) provide any other information required by Applicable Law of such jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whetherthe Grantor is an organization, the type of organization and any organizational identification number issued to the Grantor and (ii), in the case of a financing statement filed as a fixture filing, a sufficient description of the real property towhich the Collateral relates. The Grantor agrees to furnish any such information to either Lender promptly upon such Lender’s request. The Grantor shall pay the costs of, or incidental to, any recording or filing of the financing statements,financing statement amendments or continuation statements concerning the Collateral. 

 

(iv) If any Collateral is at any time in the possession or control of any warehouseman, bailee (other than a carrier transportingInventory to a purchaser in the ordinary course of business), or any Grantor’s agents or processors, the Grantor shall notify in writing such warehouseman, bailee, agent or processor of the Security Interests created hereby, shall obtain suchwarehouseman’s, bailee’s, agent’s or processor’s agreement in writing to hold all such Collateral for the Lenders’ account subject to the Lenders’ instructions, and shall cause such warehouseman, bailee, agent orprocessor to issue and deliver to the Lenders warehouse receipts, bills of lading or any similar documents relating to such Collateral in each Lender’s name and in form and substance acceptable to the Lenders. 

 

(v) (A) The Grantor shall maintain with financially soundand reputable insurers insurance with respect to its properties and business against such casualties and contingencies as shall be in accordance with general practices of businesses engaged in similar activities in similar geographic areas. Suchinsurance shall be in such minimum amounts that the Grantor will not be deemed a co-insurer under applicable insurance laws, regulations and policies and otherwise shall be in such amounts, contain such terms, be in such forms and be for suchperiods as may be reasonably satisfactory to the Secured Party. In addition, all such insurance shall be payable to the Lenders as loss payees. Without limiting the foregoing, the Grantor shall (i) keep all of its physical property insured withcasualty or physical hazard insurance on an “all risks” basis, with broad form flood and earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in anamount equal to 100% of the full replacement cost of such property, (ii) maintain all such workers’ compensation or similar insurance as may be required by law, and (iii) maintain, in amounts and with deductibles equal to those generallymaintained by businesses engaged in similar activities in similar geographic areas, general public liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Grantor; businessinterruption insurance; and product liability insurance. 

 

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(B) The proceeds of any casualty insurance in respect of any casualty loss of any of theCollateral shall, subject to the rights, if any, of other parties with an interest having priority in the property covered thereby, (i) so long as no Default or Event of Default has occurred and is continuing and to the extent that the amount ofsuch proceeds is less than $100,000, be disbursed to the Grantor for direct application by the Grantor solely to the repair or replacement of the Grantor’s property so damaged or destroyed, and (ii) in all other circumstances, be held by theLenders as cash collateral for the Secured Obligations unless the Lenders otherwise agree. The Lenders may, at their sole option, disburse from time to time all or any part of such proceeds so held as cash collateral, upon such terms and conditionsas the Lenders may reasonably prescribe, for direct application by the Grantor solely to the repair or replacement of the Grantor’s property so damaged or destroyed, or the Lenders may apply all or any part of such proceeds to the SecuredObligations. 

 

(C) All policies of insuranceshall provide for at least 30 days’ prior written cancellation notice to each Lender. In the event of failure by the Grantor to provide and maintain insurance as herein provided, the Lenders may, at their option, provide such insurance andcharge the amount thereof to the Grantor. The Grantor shall furnish the Lenders with certificates of insurance and policies evidencing compliance with the foregoing insurance provisions. 

 

(vi) The Grantor shall, promptly upon request of either Lender, provide to such Lender Lenders allinformation and evidence that such Lender may reasonably request concerning the Collateral to enable such Lender to enforce the provisions of this Agreement. 

 

(vii) Prior to each date on which the Grantor proposes to take any action contemplated by Section 4(a)(i) or Section4(a)(ii) hereof, the Grantor shall, as reasonably requested by the Lenders, at its cost and expense, cause to be delivered to the Lenders an opinion of counsel, in form and content reasonably satisfactory to the Lenders. 

 

(viii) The Grantor shall comply in all material respectswith all Applicable Laws and maintain in full force and effect all necessary governmental approvals, in each case applicable to the Collateral or any part thereof or to the operation of the Grantor’s business. 

 

(ix) The Grantor shall pay promptly when due all taxes,assessments and governmental charges or levies imposed upon the Collateral or in respect of its income or profits therefrom, as well as all claims of any kind (including, without limitation, claims for labor, materials and supplies) against or withrespect to the Collateral, except that no such tax, assessment, governmental charge, levy or claim need be paid if (A) the validity thereof is being contested in good faith by appropriate proceedings and (B) such charge is adequately reservedagainst on the Grantor’s books in accordance with generally accepted accounting principles. 

 

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(x) The Grantor shall not: 

 

(A) sell, assign (by operation of law or otherwise) or otherwise dispose of any of the Collateral; or

 

(B) create or suffer to exist any Lien orother charge or encumbrance upon or with respect to any of the Collateral to secure indebtedness of any Person or entity. 

 

(b) Collateral, Etc. The Grantor shall maintain each material item of Collateral in the same condition, repair and working order as when acquired,ordinary wear and tear excepted, and in accordance with any manufacturer’s manual, and shall as quickly as practicable provide all maintenance, service and repairs necessary for such purpose and shall promptly furnish to the Lenders a statementrespecting any material loss or damage to any material portion of the Collateral. 

 

(c) Indemnification. The Grantor agrees to pay, and to save the Lenders harmless from, any and all liabilities, costs and expenses (including, without limitation, reasonable legal fees and expenses) (i) withrespect to, or resulting from, any and all excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral, (ii) with respect to, or resulting from, complying with any Applicable Law applicable toany of the Collateral or (iii) in connection with any of the transactions contemplated by this Agreement; provided, however, said indemnifications shall not apply to the extent any such liabilities, costs and expenses result from the grossnegligence or willful misconduct of the Lenders. The obligations of the Grantor under this Section 4(g) shall survive the termination of the other provisions of this Agreement. 

 

SECTION 5. Reporting and Recordkeeping. The Grantor respectively covenants and agrees with the Lenders that from andafter the date of this Agreement and until the Secured Obligations have been paid in full and satisfied: 

 

(a) Maintenance of Records Generally. Grantor shall keep and maintain at its own cost and expense complete and accurate records of the Collateral,including, without limitation, a record of all payments received and all credits granted with respect to the Collateral and all other dealings with the Collateral, all in a manner consistent with the Grantor’s past practice. For eachLender’s further security, the Grantor agrees that upon the occurrence and during the continuation of any Event of Default, the Grantor shall deliver and turn over any such books and records directly to the Lenders or their designee. TheGrantor shall permit any representative of either Lender to inspect such books and records and shall provide photocopies thereof to either Lender upon such Lender’s reasonable request. 

 

(b) Further Identification of Collateral. The Grantor shall, if sorequested by either Lender, furnish to such Lender statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as such Lender may reasonably request, all in reasonable detail.

 

(c) Notices. In addition to the notices required bySection 5(b) hereof, the Grantor shall advise the Lenders promptly, in reasonable detail, (i) of any material Lien or claim made or asserted 

 

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against any of the Collateral, (ii) of any material adverse change in the composition of the Collateral, and (iii) of the occurrence of any other event whichcould have a Material Adverse Effect on the Collateral or on the validity, perfection or priority of the Security Interests. 

 

SECTION 6. Reserved.

 

SECTION 7. General Authority. 

 

(a) Grantor hereby irrevocably appoints the Lenders its true and lawful attorneys, with full power of substitution, in the name of the Grantor, theLenders or otherwise, for the sole use and benefit of the Lenders, but at the Grantor’s expense, to exercise, at any time and from time to time all or any of the following powers: 

 

(i) to file the Financing Statements and any financing statements, financing statement amendments andcontinuation statements referred to Section 4(a)(iii) hereof, 

 

(ii) to demand, sue for, collect, receive and give acquittance for any and all monies due or to become due with respect to any Collateral or by virtue thereof, 

 

(iii) to settle, compromise, compound, prosecute or defendany action or proceeding with respect to any Collateral, 

 

(iv) to sell, transfer, assign or otherwise deal in or with the Collateral and the Proceeds thereof, as fully and effectually as if the Lenders were the absolute owner thereof, and 

 

(v) to extend the time of payment of any or all thereof andto make any allowance and other adjustments with reference to the Collateral; 

 

provided that the Lenders shall not take any of the actions described in this Section 7 except those described in clause (i) above unless an Event of Default shall have occurred and be continuing and the Lenders shall give theGrantor not less than ten (10) days’ prior written notice of the time and place of any sale or other intended disposition of any of the Collateral, except any Collateral which is perishable or threatens to decline speedily in value. 

 

(a) Grantor hereby ratifies all that said attorney shall lawfully do orcause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. 

 

(b) Grantor also authorizes the Lenders at any time and from time to time, to execute, in connection with the sale provided for in Section 8hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. 

 

SECTION 8. Remedies Upon Event of Default. 

 

(a) If any Event of Default has occurred and is continuing, the Lenders may exercise all rights of a secured party under the UCC (whether or not in effectin the jurisdiction where such 

 

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rights are exercised) and, in addition, the Lenders may sell the Collateral or any part thereof at public or private sale, for cash, upon credit or forfuture delivery, and at such price or prices as the Lenders may deem satisfactory. The Lenders may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognizedmarket or is of a type which is the subject of widely distributed standard price quotations or if otherwise permitted under applicable law, at any private sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoeverkind. The Grantor shall execute and deliver such documents and take such other action as the Lenders deem reasonably necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Lenders shall have theright to deliver, assign and transfer to the purchaser thereof the Collateral so sold (without warranty). The purchaser at any such sale shall hold the Collateral so sold to it absolutely, free from any claim or right of whatsoever kind, includingany equity or right of redemption of the Grantor. To the extent permitted by law, the Grantor hereby specifically waives all rights of redemption, stay or appraisal, which it has or may have under any law now existing or hereafter adopted. Thenotice of such sale shall be given to the Grantor ten (10) days prior to such sale and (A) in case of a public sale, state the time and place fixed for such sale, and (B) in the case of a private sale, state the day after which sale may beconsummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Lenders may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entiretyor in separate parcels, as the Lenders may determine. The Lenders shall not be obligated to make any such sale pursuant to any such notice. The Lenders may, without notice or publication, adjourn any public or private sale or cause the same to beadjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or forfuture delivery, the Collateral so sold may be retained by the Lenders until the selling price is paid by the purchaser thereof, but the Lenders shall not incur any liability in case of the failure of such purchaser to take up and pay for theCollateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The Lenders, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclosethe Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. The Grantor shall remain liable for any deficiency. 

 

(b) For the purpose of enforcing any and all rights and remedies under thisAgreement, the Lenders may (i) require Grantor to, and the Grantor agrees that it shall, at its expense and upon the request of either Lender, forthwith assemble all or any part of the Collateral as directed by such Lender and make it available at aplace designated by such Lender that is, in such Lender’s opinion, reasonably convenient to such Lender and the Grantor, whether at the premises of the Grantor or otherwise, (ii) to the extent permitted by Applicable Law, enter, with or withoutprocess of law and without breach of the peace, any premise where any of the Collateral is or may be located and, without charge or liability to the Lenders, seize and remove such Collateral from such premises, (iii) have access to and use theGrantor’s books and records relating to the Collateral and (iv) prior to the disposition of the Collateral, store or transfer such Collateral without charge in or by means of any storage or transportation facility owned or leased by theGrantor, process, repair or recondition such Collateral or otherwise prepare it for disposition in any manner and to the extent the Lenders deem appropriate and, in connection with such preparation and disposition, use without charge any Trademark,trade name, Copyright, Patent or technical process used by the Grantor. 

 

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SECTION 9. Limitation on Duties of the Lender Regarding Collateral. Beyond reasonable care in thecustody thereof, the Lenders shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to the preservation of rights against prior parties or any otherrights pertaining thereto. The Lenders shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property, andthe Lenders shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent orbailee selected by the Lenders in good faith. 

 

SECTION 10.Application of Proceeds. Upon the occurrence and during the continuance of an Event of Default, the proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be applied by the Lenders to the SecuredObligations in any manner the Lenders deem appropriate; provided, however, that each such application shall, unless otherwise agreed by the Lenders, be applied against the Secured Obligations in accordance with the respective Pro Rata Shares of eachsuch Lender in the Secured Obligations. The Lenders may make distribution hereunder in cash or in kind or in any combination thereof. 

 

SECTION 11. Reserved. 

 

SECTION 12. Reserved. 

 

SECTION 13. Reserved. 

 

SECTION 14. Expenses. In the event that the Grantor fails to comply with the provisions of the Purchase-Money Note, this Agreement or any otherLoan Document, such that the value of any Collateral or the validity, perfection, rank or value of the Security Interests are thereby diminished or potentially diminished or put at risk, the Lenders may, but shall not be required to, effect suchcompliance on behalf of the Grantor, and the Grantor shall reimburse the Lenders for the costs thereof on demand. All insurance expenses and all expenses of protecting, storing, warehousing, appraising, insuring, handling, maintaining and shippingthe Collateral, any and all excise, stamp, intangibles, transfer, property, sales, and use taxes imposed by any state, federal, or local authority or any other Governmental Authority on any of the Collateral, or in respect of the sale or otherdisposition thereof, shall be borne and paid by the Grantor; and if the Grantor fails promptly to pay any portion thereof when due, the Lenders may, at its option, but shall not be required to, pay the same and charge the Grantor’s accounttherefor, and the Grantor agrees to reimburse the Lenders therefor on demand. All sums so paid or incurred by the Lenders for any of the foregoing and any and all other sums for which the Grantor may become liable hereunder and all costs andexpenses (including reasonable attorneys’ fees, legal expenses and court costs) incurred by the Lenders in enforcing or protecting the Security Interests or any of their rights or remedies thereon shall be payable by the Grantor on demand andshall bear interest (after as well as before judgment) until paid at the rate then applicable under the Purchase-Money Note and shall be additional Secured Obligations hereunder. 

 

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SECTION 15. Notices. All notices and communications hereunder shall be given to the addresses asfollows: 

 

Lenders:
  
If to SCANA Communications Holdings, Inc. at:
   
SCANA Communications Holdings, Inc.
   
c/o Belfint Lyons & Shuman
   
(mail address)
   
P.O. Box 2105
   
Wilmington, Delaware 19899-2105
   
(delivery address)
   
200 West Ninth Street Plaza, Suite 600
   
Wilmington, Delaware 19801
   
Attn: Mr. Peter Winnington
   
Phone: (302) 573-3907
   
Fax: (302) 658-0468
   
Email: pwinnington@belfint.com
   
with a copy to:
   
SCANA Communications Holdings, Inc.
   
1426 Main Street
   
Columbia, SC 29201
   
Attn: James E. Swan IV
   
Phone: (803) 217-6017
   
Fax: (803) 933-7686
   
Email: jswan@scana.com
   
and to:
   
McNair Law Firm, P.A.
   
(mail address)
   
P.O. Box 11390
   
Columbia, SC 29211
   
(delivery address)
   
1301 Gervais Street
   
17th Floor
   
Columbia, SC 29201
   
Attn: John W. Currie, Esq.
   
Phone: (803) 376-2272
   
Fax: (803) 376-2277
   
Email: jcurrie@mcnair.net

 

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   If to Campbell B. Lanier, III, at:   
c/o Knology, Inc.
   
1241 O.G. Skinner Drive
   
P.O. Box 510 (31833)
   
West Point, Georgia 31833-1789
   
Attention: Chad Wachter, General Counsel
   
If to Grantor, at:
   
1241 O.G. Skinner Drive
   
P.O. Box 510 (31833)
   
West Point, Georgia 31833-1789
   Attention: Chad Wachter, General Counsel
 

SECTION 16. Rightsand Remedies Cumulative; Nonwaiver; etc. The enumeration of the rights and remedies of the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Lenders of any right or remedy shall not preclude theexercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the Purchase-Money Note and other Loan Documents or that may now or hereafter exist in law orin equity or by suit or otherwise. No delay or failure to take action on the part of the Lenders in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power orprivilege preclude other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the Grantor, the Lenders or their respectiveagents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default. 

 

SECTION 17. Successors and Assigns. This Agreement is for the benefit of the Lenders and its permitted successors andassigns, and in the event of an assignment of all or any of the Secured Obligations, the rights hereunder, to the extent applicable to the indebtedness so assigned, may be transferred with such indebtedness. This Agreement shall be binding on theGrantor and its successors and assigns; providedthat the Grantor may not assign any of its rights or obligations hereunder without the prior written consent of the Lenders. 

 

SECTION 18. Amendments, Waivers and Consents. No term, covenant, agreement or condition of this Agreement may beamended or waived, nor may any consent be given, except in the manner set forth in the Purchase-Money Note. 

 

SECTION 19. Powers Coupled with an Interest. All authorizations and agencies herein contained with respect to the Collateral are irrevocable andpowers coupled with an interest. 

 

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SECTION 20. **Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED INACCORDANCE WITH THE LAWS OF THE STATE OF SOUTH CAROLINA, WITHOUT REFERENCE TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF EXCEPT AS REQUIRED BY THE UCC.**

 

SECTION 21. Consent to Jurisdiction. The Grantor hereby irrevocably consents to the personal jurisdiction of thestate and federal courts located in South Carolina in any action, claim or other proceeding arising out of or any dispute in connection with this Agreement, any rights or obligations hereunder, or the performance of such rights and obligations. TheGrantor hereby irrevocably consents to the service of a summons and complaint and other process in any action, claim or proceeding brought by the Lenders in connection with this Agreement, any rights or obligations hereunder, or the performance ofsuch rights and obligations, on behalf of itself or its property, in permissible manner. Nothing in this Section 21 shall affect the right of the Lenders to serve legal process in any other manner permitted by Applicable Law or affect the right ofthe Lenders to bring any action or proceeding against the Grantor or its properties in the courts of any other jurisdictions. 

 

SECTION 22. Waiver of Jury Trial. 

 

(a) Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, THE LENDERS AND THE GRANTOR HEREBY ACKNOWLEDGE THAT BY AGREEING TO BINDING ARBITRATIONTHEY HAVE IRREVOCABLY WAIVED THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM OR OTHER PROCEEDING ARISING OUT OF OR ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER, OR THE PERFORMANCE OFSUCH RIGHTS AND OBLIGATIONS. 

 

(b) Preservation of CertainRemedies. Notwithstanding the preceding binding arbitration provisions, the parties hereto and the other Loan Documents preserve, without diminution, certain remedies that such Person may employ or exercise freely, either alone, in conjunctionwith or during a Dispute. Each such Person shall have and hereby reserves the right to proceed in any court of proper jurisdiction or by self help to exercise or prosecute the following remedies: (i) all rights to foreclose against any real orpersonal property or other security by exercising a power of sale granted in the Loan Documents or under applicable law or by judicial foreclosure and sale, (ii) all rights of self help including peaceful occupation of property and collection ofrents, set off, and peaceful possession of property, (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and in filing an involuntary bankruptcy proceeding,and (iv) when applicable, a judgment by confession of judgment. Preservation of these remedies does not limit the power of an arbitrator to grant similar remedies that may be requested by a party in a Dispute. 

 

SECTION 23. Severability. If any provision hereof is invalid andunenforceable in any jurisdiction, then, to the fullest extent permitted by law, (a) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Lenders in order to carryout the intentions of the parties hereto as nearly as may be possible; and (b) the invalidity or unenforceability of any provisions hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any otherjurisdiction. 

 

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SECTION 24. Headings. The various headings of this Agreement are inserted for convenience only andshall not affect the meaning or interpretation of this Agreement or any provisions hereof. 

 

SECTION 25. Counterparts. This Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and thesame agreement. 

 

**[Signature Page Follows]**

 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their dulyauthorized officers, all as of the day and year first written above. 

 
**GRANTOR:**
KNOLOGY NEW MEDIA, INC.

By:
 
/s/Chad Wachter
  
Name: Chad Wachter
  
Title:Vice President, General Counsel

 

**[SignaturesContinued on Next Page]**

**[Signature Page to Purchase Money Security Agreement, continued]**

 
**LENDERS:**
SCANA COMMUNICATIONS HOLDINGS, INC.

By:
 
/s/ Peter J. Winnington
  
Name: Peter J. Winnington
  
Title: Assistant Treasurer/Assistant Secretary

 

**[SignaturesContinued on Next Page]**

 

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**[Signature Page to Purchase Money Financing Line of Credit Note, continued]**

 

By:
 
/s/ Cambell B. Lanier
  
CAMPBELL B. LANIER, III

 

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