**Exhibit 10.1**

AMENDMENT AGREEMENT dated as of February 18, 2011 (this “***Amendment***”), to the Credit Agreement dated as of October 15, 2010 (the “***Existing CreditAgreement***”), among KNOLOGY, INC., a Delaware corporation (the “***Borrower***”), the lenders party thereto (the “***Lenders***”), and CREDIT SUISSE AG, as administrative agent (in such capacity, the“***Administrative Agent***”) and as collateral agent for the Lenders. 

A.        Pursuant to the Existing Credit Agreement, the Lenders have extended,and have agreed to extend, credit to the Borrower. 

B.        TheBorrower and the Requisite Lenders under the Existing Credit Agreement desire to amend and restate the Existing Credit Agreement in the form of the Amended and Restated Credit Agreement attached hereto as Exhibit A (the “***Restated CreditAgreement***”), subject to the satisfaction of the conditions precedent to effectiveness referred to in Section 5 hereof. 

C.        The Borrower and the Guarantors are party to one or more of the Collateral Documents, pursuant to which, among other things, the Guarantors guaranteed theObligations of the Borrower under the Existing Credit Agreement and provided security therefor. 

D.        On the Restatement Date, the Borrower shall (a) borrow new termloans in an aggregate principal amount of $195,000,000 having the terms set forth for Term A Loans (under and as defined in the Restated Credit Agreement) (the “***New Term A Loan Facility***”), (b) borrow new term loans in anaggregate principal amount of $545,000,000 having the terms set forth for Term B Loans (under and as defined in the Restated Credit Agreement) (the “***New Term B Loan Facility***”), (c) borrow new revolving loans and/orprovide new revolving credit commitments in an aggregate principal amount of $50,000,000 having the terms set forth for Revolving Loans and Revolving Credit Commitments (under and as defined in the Restated Credit Agreement) (the “***NewRevolving Credit Facility***” and, together with the New Term A Loan Facility and the New Term B Loan Facility, the “***Facilities***”) and (d) use the proceeds of the Facilities, together with cash on hand of theBorrower, if necessary, (i) to repay in full all existing Term A Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, (ii) to repay in full all existing Term B Loans (as defined in the Existing CreditAgreement) under the Existing Credit Agreement, (iii) to repay in full all existing Revolving Loans and Swing Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and to provide for working capital and forgeneral corporate purposes, (iv) to pay fees and expenses incurred in connection with the foregoing, (v) to the extent remaining after the application of proceeds for the foregoing, for general corporate purposes of the Borrower and(vi) with respect to Revolving Loans, such other purposes as provided under Section 4.13 of the Restated Credit Agreement. The transactions described in this paragraph are collectively referred to herein as the “***2011Refinancing***”. 

E.        (i) The Term A Loan Lenders setforth on Schedule I-A hereto are willing to make Term A Loans under the New Term A Loan Facility to the Borrower on the 

 
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Restatement Date, (ii) the Term B Loan Lenders set forth on Schedule I-B hereto are willing to make Term B Loans under the New Term B Loan Facility to the Borrower on the Restatement Date,(iii) the Revolving Credit Lenders set forth on Schedule I-C hereto are willing to provide Revolving Credit Commitments under the New Revolving Credit Facility to the Borrower and extend credit thereunder from time to time after the RestatementDate and (iv) the Requisite Lenders under the Existing Credit Agreement are willing to agree to the amendments to the Existing Credit Agreement provided for herein, in each case on the terms set forth herein and in the Restated Credit Agreementand subject to the conditions set forth herein. 

F.        Except asotherwise provided herein, all capitalized terms used but not defined herein shall have the meanings given them in the Restated Credit Agreement. 

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree asfollows: 

SECTION 1. ***Letters of Credit.*** Subject to the terms and conditions set forth herein andin the Restated Credit Agreement, as of the Restatement Date, the Letters of Credit (if any) of each Issuer shall remain outstanding as Letters of Credit. 

SECTION 2. ***Loans.*** Each Term A Loan Lender set forth on Schedule I-A hereto agrees, severally and not jointly, to make, on the Restatement Date, a Term A Loan to the Borrower as set forth inSection 2.1(b)(i) of the Restated Credit Agreement. Each Term B Loan Lender set forth on Schedule I-B hereto agrees, severally and not jointly, to make, on the Restatement Date, a Term B Loan to the Borrower as set forth inSection 2.1(b)(ii) of the Restated Credit Agreement. Each Revolving Credit Lender set forth on Schedule I-C hereto agrees, severally and not jointly, to provide Revolving Credit Commitments after the Restatement Date, and from time to time makeRevolving Loans to the Borrower as set forth in Section 2.1(a) of the Restated Credit Agreement. The proceeds of the Loans are to be used by the Borrower solely for the purposes set forth in Recital D of this Amendment. For the avoidance ofdoubt, from and after the Restatement Date, (a) references in the Restated Credit Agreement to the “Term A Loans” shall include the Term A Loans made by the Term A Loan Lenders to the Borrower on the Restatement Date and shall excludethe Term A Loans (as defined in the Existing Credit Agreement) made by the Term A Loan Lenders (as defined in the Existing Credit Agreement) on the Effective Date, and (b) references in the Restated Credit Agreement to the “Term BLoans” shall include the Term B Loans made by the Term B Loan Lenders to the Borrower on the Restatement Date and shall exclude the Term B Loans (as defined in the Existing Credit Agreement) made by the Term B Loan Lenders (as defined in theExisting Credit Agreement) on the Effective Date, (c) references in the Restated Credit Agreement to the “Revolving Loans” shall include the Revolving Loans made by the Revolving Credit Lenders to the Borrower from time to time afterthe Restatement Date and shall exclude the Revolving Loans (as defined in the Existing Credit Agreement) made by the Revolving Credit Lenders (as defined in the Existing Credit Agreement) prior to the Restatement Date and (d) references in theRestated Credit Agreement to the 

 
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“Revolving Credit Commitments” shall include the Revolving Credit Commitments provided to the Borrower after the Restatement Date and shall exclude the Revolving Credit Commitments (asdefined in the Existing Credit Agreement) provided by the Revolving Credit Lenders (as defined in the Existing Credit Agreement). 

SECTION 3. ***Amendment and Restatement of Existing Credit Agreement.*** The Borrower and the Requisite Lenders under the Existing Credit Agreement agree that the Existing Credit Agreement(including all exhibits and schedules thereto) shall be amended and restated on the Restatement Date, such that on the Restatement Date the terms set forth in Exhibit A hereto shall replace the terms of the Existing Credit Agreement. As used in theRestated Credit Agreement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof”, and words of similar import shall, unless the context otherwise requires,mean, from and after the replacement of the terms of the Existing Credit Agreement by the terms of the Restated Credit Agreement, the Restated Credit Agreement. 

SECTION 4. ***Representations and Warranties.*** To induce the other parties hereto to enter into this Amendment,the Borrower represents and warrants to each of the Lenders, the Administrative Agent, the Issuers and the Collateral Agent that, after giving effect to this Amendment, (a) the representations and warranties set forth in Article IV of theRestated Credit Agreement are true and correct on and as of the date hereof to the same extent as if made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which casesuch representations and warranties shall have been true and correct in all material respects on and as of such earlier date; and (b) no Default or Event of Default has occurred and is continuing or will result from the consummation of theborrowing of the Loans under the Facilities. 

SECTION 5. ***Amendment Agreement Effectiveness; ConditionsPrecedent to Borrowing of Loans.*** The effectiveness of this Amendment and the obligations of the Lenders to make Loans under the Facilities shall be subject to the following conditions precedent: (a) the Administrative Agent shall havereceived counterparts of this Amendment that, when taken together, bear the signatures of the Borrower, the Requisite Lenders under the Existing Credit Agreement, each Term A Loan Lender making a Term A Loan under the New Term A Loan Facility, eachTerm B Loan Lender making a Term B Loan under the New Term B Loan Facility, and each Revolving Credit Lender providing Revolving Credit Commitments under the New Revolving Credit Facility; (b) each of the conditions in Section 3.1 andSection 3.2 of the Restated Credit Agreement shall be satisfied; and (c) the Administrative Agent shall have received all fees and reimbursement of all costs and expenses required to be paid by the Borrower in connection with thetransactions contemplated hereby. The date on which such conditions have been satisfied is referred to herein as the “***Restatement Date***”. 

SECTION 6. ***Effect of Amendment.*** On and after the Restatement Date, each reference to the Existing CreditAgreement in any Loan Document shall be deemed to be a reference to the Restated Credit Agreement. Nothing herein shall be deemed to entitle 

 
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any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing CreditAgreement, the Restated Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall constitute a “Loan Document” for all purposes of the Restated Credit Agreement and the other Loan Documents.

SECTION 7. ***Consent.*** Each Lender (as defined in the Existing Credit Agreement) that delivers anexecuted counterpart of this Amendment on or prior to the Restatement Date hereby consents to this Amendment and the transactions contemplated hereby. 

SECTION 8. ***Counterparts.*** This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and deliveredshall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other customary means of electronictransmission (e.g., “pdf”) shall be as effective as delivery of a manually executed counterpart hereof. 

SECTION 9. ***Applicable Law.*** THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 10. ***Submission to Jurisdiction.*** Each of the parties hereto hereby irrevocably andunconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York sitting in the borough of Manhattan and of the United States District Court sitting in the State of New York and in theborough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably andunconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined only in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a finaljudgment 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. Nothing in this Amendment shall affect any right that the Administrative Agent,the Collateral Agent, any Issuer or any Lender may otherwise have to bring any action or proceeding relating to this Amendment or the other Loan Documents against the Borrower or their respective properties in the courts of any jurisdiction.

 
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SECTION 11. ***Headings.*** The headings of this Amendment are forpurposes of reference only and shall not limit or otherwise affect the meaning hereof. 

*[Remainder of page intentionallyleft blank]*

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

 

KNOLOGY, INC.

By

/s/M. Todd Holt

Name: M. Todd Holt

Title: President

 
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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 KANSAS, INC.

KNOLOGY OF KNOXVILLE, INC.

KNOLOGY OF MONTGOMERY, INC. KNOLOGY OF NASHVILLE, INC.

KNOLOGY OF SOUTH CAROLINA,INC.

KNOLOGY OF TENNESSEE, INC.

ITC GLOBAL, 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 HILL 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. GLOBE TELECOMMUNICATIONS, INC.

 

By
 
/s/M. Todd Holt
 
      Name: M. Todd Holt
 
      Title: President

[Knology, Inc. Amendment Agreement Signature Page] 

 
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CREDIT SUISSE AG, CAYMAN

ISLANDS BRANCH, as Administrative

Agent, Collateral Agent, Swing Loan

Lender and Issuer

By
 
/s/Judith Smith
 
     Name: Judith Smith
 
     Title:   Managing Director

 

By
 
/s/Christopher Reo Day
 
       Name: Christopher Reo Day
 
       Title:   Vice President

[Knology, Inc. Amendment Agreement Signature Page] 

 
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SIGNATURE PAGE TO 

AMENDMENT AGREEMENT 

RELATING TO THE CREDIT 

AGREEMENT OF 

KNOLOGY, INC. 
  Name of Lender:            CREDIT SUISSE AG, Cayman Islands Branch  
 

by
 
/s/Judith Smith
 
      Name: Judith Smith
 
      Title:    Managing Director

 
  For any Lender requiring a second signature block:              
 

by
 
/s/Christopher Reo Day
 
      Name: Christopher Reo Day
 
      Title:    Vice President

[Knology, Inc. Amendment Agreement Signature Page] 

 
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SIGNATURE PAGE TO 

AMENDED AGREEMENT 

RELATING TO THE CREDIT AGREEMENT OF 

KNOLOGY, INC. 

Name of Lender:                    Bank of America N. A. 

 

By
 
/s/Thomas M. Paulk
 
      Name: Thomas M. Paulk
 
      Title: Senior Vice President

[Knology, Inc. Amendment Agreement Signature Page] 

 
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SIGNATURE PAGE TO 

AMENDMENT AGREEMENT 

RELATING TO THE CREDIT AGREEMENT OF 

KNOLOGY, INC. 

Name ofLender:                    CoBank, ACB 

 

by
 
/s/Kevin Oliver
 
      Name: Kevin Oliver
 
      Title: Vice President

        For any Lender requiring a second signature block:

 

by
 
 
 
        Name:
 
        Title:

[Knology, Inc. Amendment Agreement Signature Page] 

 
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SIGNATURE PAGE TO 

AMENDMENT AGREEMENT 

RELATING TO THE CREDIT AGREEMENT OF 

KNOLOGY, INC. 

Name of Lender:            Deutsche Bank Trust Company Americas 

 

 
 
By
 
/s/Enrique Landaeta
 
      Name: Enrique Landaeta
 
      Title: Vice President

For any Lender requiring a second signatureblock:                          

 

By
 
/s/Marguerite Sutton
 
      Name: Marguerite Sutton
 
      Title:    Director

[Knology, Inc. Amendment Agreement Signature Page] 

 
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SIGNATURE PAGE TO 

AMENDMENT AGREEMENT 

RELATING TO THE CREDIT AGREEMENT OF 

KNOLOGY, INC. 

Name ofLender:                                                                                                             

**RAYMOND JAMES BANK FSB**

 

By
 
/s/Joseph A. Ciccolini
 
     Name: Joseph A. Ciccolini
 
     Vice President - Senior Corporate Banker

[Knology, Inc. Amendment Agreement Signature Pages] 

 
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SIGNATURE PAGE TO 

AMENDMENT AGREEMENT 

RELATING TO THE CREDIT AGREEMENT OF 

KNOLOGY, INC. 

Name of Lender:            Royal Bank of Canada 

 

By    /s/Mark Gronich
 
    Name: Mark Gronich
 
    Title: Authorized Signatory

[Knology, Inc. Amendment Agreement Signature Pages] 

 
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SIGNATURE PAGE TO 

AMENDMENT AGREEMENT 

RELATING TO THE CREDIT AGREEMENT OF 

KNOLOGY, INC. 

Name of Lender:             

 
 
    SUNTRUST BANK

By
 
  /s/Brian Y. Guffin
 
      Name: Brian Y. Guffin
 
      Title: Vice President

[Knology, Inc. Amendment Agreement Signature Page] 

 
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SIGNATURE PAGE TO 

AMENDMENT AGREEMENT 

RELATING TO THE CREDIT AGREEMENT OF 

KNOLOGY, INC. 

Name of Lender:             

 
 
Wells Fargo Bank, N.A.

by
 
/s/Baimba Norman
 
      Name: Baimba Norman
 
      Title: Assistant Vice President

For any Lender requiring a second signature block: 

By
 
 
 
      Name:
 
      Title:

[Knology, Inc. Amendment Agreement Signature Page] 

 
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SCHEDULE I-A 

Term A Loan Lenders 

Credit Suisse AG 

 
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SCHEDULE I-B 

Term B Loan Lenders 

Credit Suisse AG 

 
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SCHEDULE I-C 

Revolving Credit Lenders 

Credit Suisse AG 

Bank of America NA 

CoBank ACB 

Deutsche Bank Trust Company Americas 

RaymondJames Bank FSB 

Royal Bank of Canada 

SunTrust Bank 

Wells Fargo Bank NA