EXHIBIT 10.3.2





EIGHTH AMENDMENT





THIS EIGHTH AMENDMENT (this Amendment) is made and entered
into as of March 31, 2002, by and among KNOLOGY BROADBAND, INC. (formerly known as KNOLOGY HOLDINGS, INC.), a Delaware corporation, as guarantor (the Guarantor), certain Subsidiaries of the Guarantor identified on the signature pages
hereto (excluding KNOLOGY of Georgia, Inc.), as borrowers (collectively, the Borrowers), the Lenders referred to in the Credit Agreement defined below, and WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National
Bank), as Administrative Agent for the Lenders.





Statement of Purpose





The Lenders agreed to extend certain credit facilities to the Borrowers pursuant to the Credit Agreement dated as of December 22, 1998 (as amended, restated, supplemented or otherwise
modified prior to the date hereof, the Credit Agreement) by and among the Borrowers, the Guarantor, the Lenders and the Administrative Agent. All capitalized terms used and not defined in this Amendment shall have the meanings assigned
thereto in the Credit Agreement.





The Borrowers have requested certain amendments to the financial covenants contained in the
Credit Agreement as set forth more fully below.





Subject to the terms and conditions hereof, the Administrative Agent and the
Lenders are willing to agree to such amendments.





NOW THEREFORE, for good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the parties hereto agree as follows:





1.    Amendments to Article IX.





| | a. |  | Section 9.4(a) is hereby amended by (i) deleting the number 280,000 opposite the date 3/31/02 in the table set forth therein and inserting the number
210,000 in lieu thereof; and
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | b. |  | Section 9.4(b) is hereby amended by (i) deleting the number 44.87 opposite the date 3/31/02 in the table set forth therein and inserting the number
41.00 in lieu thereof.
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




2.    Conditions.The
effectiveness of this Amendment shall be conditioned upon (i) the delivery to the Administrative Agent of this Amendment executed by the Administrative Agent, the Borrowers, the Guarantor and the Required Lenders and (ii) the payment of any other
fees and expenses of the Administrative Agent or their counsel incurred through the effective date of this Amendment.





3.    Effect of Amendment.Except as expressly amended hereby, the Credit Agreement and Loan Documents shall be and remain in full force and effect. The amendments granted in this






---

Amendment are specific and limited and shall not constitute any further amendment of the Credit Agreement or a modification, acceptance or waiver of any other
provision of or default under the Credit Agreement or any other document or instrument entered into in connection therewith or a future modification, acceptance or waiver of the provisions set forth therein.





4.    Representations and Warranties/No Default.By its execution hereof, the Borrowers hereby certify
that each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct as of the date hereof as if fully set forth herein (other than representations and warranties which speak as of a
specific date pursuant to the Credit Agreement or any other Loan Document, which representations and warranties shall have been true and correct as of such specific dates) and that as of the date hereof (and after giving effect hereto) no Default or
Event of Default has occurred and is continuing.





5.    Expenses.The
Borrowers shall pay all reasonable out-of-pocket expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation, the reasonable fees and disbursements of counsel for
the Administrative Agent.





6.    Governing Law.This Amendment shall be
governed by and construed in accordance with the laws of the State of North Carolina, without reference to the conflicts or choice of law provisions thereof.





7.    Counterparts.This Amendment may be executed in separate counterparts, each of which when executed and delivered is an original but all of which taken together
constitute one and the same instrument.





[Signature Pages Follow]






---

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








[CORPORATE
SEAL]


KNOLOGY OF COLUMBUS, INC., as BorrowerBy:

/s/    ROBERT K. MILLSName: Robert K. Mills Title: CFO





[CORPORATE
SEAL]


KNOLOGY OF MONTGOMERY, INC., as BorrowerBy:

/s/    ROBERT K. MILLSName: Robert K. Mills Title: CFO





[CORPORATE
SEAL]


KNOLOGY OF PANAMA CITY, INC., as BorrowerBy:

/s/    ROBERT K. MILLSName: Robert K. Mills Title: CFO





[CORPORATE
SEAL]


KNOLOGY OF AUGUSTA, INC., as BorrowerBy:

/s/    ROBERT K. MILLSName: Robert K. Mills Title: CFO





[Signature Pages Continue]






---




[CORPORATE SEAL]


KNOLOGY OF CHARLESTON, INC., as BorrowerBy:

/s/    ROBERT K. MILLSName: Robert K. Mills Title: CFO





[CORPORATE SEAL]


KNOLOGY OF SOUTH CAROLINA, INC., as BorrowerBy:

/s/    ROBERT K. MILLSName: Robert K. Mills Title: CFO





[CORPORATE SEAL]


KNOLOGY OF ALABAMA, INC., as BorrowerBy:

/s/    ROBERT K. MILLSName: Robert K. Mills Title: CFO





[CORPORATE SEAL]


KNOLOGY OF FLORIDA, INC., as BorrowerBy:

/s/    ROBERT K. MILLSName: Robert K. Mills Title: CFO





[CORPORATE SEAL]


KNOLOGY OF HUNTSVILLE, INC., as BorrowerBy:

/s/    ROBERT K. MILLSName: Robert K. Mills Title: CFO





[Signature Pages Continue]






---




[CORPORATE
SEAL]


KNOLOGY OF TENNESSEE, INC., as BorrowerBy:

/s/    ROBERT K. MILLSName: Robert K. Mills Title: CFO





[CORPORATE
SEAL]


TTE, INC., as BorrowerBy:

/s/    ROBERT K. MILLSName: Robert K. Mills Title: CFO





By:

/s/    ROBERT K. MILLSName: Robert K. Mills Title: CFO





[Signature Pages Continue]






---




|[CORPORATE |  | SEAL]
|---------- |  | -----

KNOLOGY  BROADBAND,  INC.  (formerly known  as  KNOLOGY  HOLDINGS,  INC.),  as  GuarantorBy:

/s/    ROBERT K. MILLSName: Robert K. Mills Title: CFO





[Signature Pages Continue]






---




The undersigned hereby executes this Amendment solely to acknowledge and agree to be bound by
the amended provisions of Article IX, but in no way by becoming a signatory hereto shall the undersigned become obligated for the repayment of the Loans, Obligations or the payment of any other sum referred to herein or in any Loan Document or incur
any liability as a Borrower or Guarantor hereunder or under any Loan Document or have any Obligation to pledge any of its assets pursuant to the Loan Documents. Notwithstanding the foregoing, the parties hereto agree that the occurrence of any event
with regard to KNOLOGY of Georgia, Inc. that would constitute a Default or Event of Default if such event occurred with respect to any other Loan Party shall constitute a Default or Event of Default, if applicable.





[CORPORATE
SEAL]                                       
                                         
KNOLOGY OF GEORGIA, INC.





By:

/s/    ROBERT K. MILLSName: Robert K. Mills Title: CFO





[Signature Pages Continue]






---




| | WACHOVIA |  | BANK, NATIONAL ASSOCIATION (formerly known
| | -------- |  | ------------------------------------------

| | as First Union National Bank), as Administrative Agent and Lender
| | -----------------------------------------------------------------




By: Name: Title: