<PAGE>   1
*Confidential treatment has been requested for the information indicated
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The
copy on file as an exhibit omits the information subject to the confidentiality
request. Such omitted information has been filed separately with the Commission.

                                                                   EXHIBIT 10.52


                             FIRST AMENDMENT TO THE
                             MASTER CAPACITY LEASE


         THIS FIRST AMENDMENT ("Amendment") to that certain Master Capacity
Lease ("MCL") is entered into by and between Interstate FiberNet, Inc.
(hereinafter referred to as "IFN") and Knology Holdings, Inc. (formerly known
as CyberNet Holding, Inc.) hereinafter referred to as "Customer").

                              W I T N E S S E T H

         WHEREAS Customer and IFN entered into the MCL on or about June 20,
1996; and

         WHEREAS the parties to the MCL desire to amend certain terms and
conditions of the MCL;

         NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and in the MCL, Customer and IFN agree to modify the MCL as
follows:

1.       Amended and Additional Terms.

         (a)  The term of the MCL shall be extended until 12:01 a.m. November
1, 2002.

         (b)  Paragraph 3C of the MCL shall be replaced in its entirety by the
following paragraph 3C:

                  3C.  Lessee may cancel this Lease with respect to any Service
                  Order, without being subject to any termination charge or
                  other payment, by written notice of such cancellation given to
                  Lessor not less than thirty (30) days prior to the date of
                  such cancellation, if: (i) due to no fault of Lessee, Service
                  between Lessor's POPs requested in such Service Order does not
                  become first available on or before the ninetieth (90th) day
                  following the Requested Service Date set forth in such Service
                  Order; or (ii) the Service provided under this Lease with
                  respect to such Service Order is the subject of Interruptions
                  accumulating forty-eight (48) hours or more over a period of
                  one hundred eighty (180) consecutive days.

         (c)  Paragraph 5 of the MCL shall be replaced in its entirety by the
following paragraph 5:

<PAGE>   2
                  5. SYSTEM MAINTENANCE: Subject to the provisions of Sections 7
                  and 10 hereof, Lessor represents that system maintenance
                  normally will not result in Interruptions, and that in the
                  event that system maintenance should require the Interruption
                  of Service, to the extent reasonably possible, it shall be
                  accomplished only after at least seventy two (72) hours prior
                  notification to Lessee and will be completed within a
                  reasonable period of time.

         (d) Paragraph 7B of the MCL shall be replaced in its entirety by the
following paragraph 7B:

                  7B: When Service provided for a Route (under one or more
                  Service Orders) includes more than one communications path,
                  the Interruption allowance shall apply only to the circuit(s)
                  interrupted.

         (e) The existing Schedule 2 to the MCL is replaced in its entirety by
the amended Schedule 2 attached hereto.

2.       Effective Date. The terms and conditions of this Amendment shall become
effective on November 1, 1999.

3.       Other Terms and Conditions. All other terms and conditions of the MCL
shall remain in full force and effect as if fully stated herein.

4.       Conflict. If there are any conflicting terms or conditions between the
terms and conditions of this Amendment and the terms and conditions of the MCL,
the terms and conditions of this Amendment shall control.

5.       Entire Agreement. Any and all prior agreement made with Customer,
whether written or oral, regarding the subject matter of this Amendment shall be
superseded by this Amendment. Once this Amendment has been executed, any
amendments hereto must be made in writing and signed by authorized
representatives of both parties.

                             SIGNATURE PAGE FOLLOWS
<PAGE>   3
          IN WITNESS WHEREOF, IFN and Customer have executed this Amendment to
the MCL, by their duly authorized representatives, on the day and year indicated
below.

KNOLOGY HOLDINGS, INC.                       INTERSTATE FIBERNET, INC.

By:  James T. Markle                         By:  Douglas A. Shumate
     ------------------------------               -----------------------------

Name: James T. Markle                        Name:  Douglas A. Shumate
      -----------------------------                ----------------------------

Title:  VP Network Operations                Title: CFO
      -----------------------------                ----------------------------

Date:  Oct. 29, 1999                         Date:  Nov. 1, 1999
     ------------------------------                ----------------------------
<PAGE>   4

                                   SCHEDULE 2
                                     ON-NET
                 TIER A, TIER B, TIER C AND TIER A PRIME CITIES


<TABLE>
<CAPTION>
Tier A                              Tier B                        Tier A Prime
------                              ------                     -----------------
<S>                                 <C>                        <C>
Atlanta, GA*                       West Point, GA*,***         Tuscaloosa, AL*

Macon, GA*                         LaGrange, GA*               Hattiesburg, MS

Augusta, GA*                       Newnan, GA*                 Valdosta, GA*

Savannah, GA                       Gainesville, GA*            Columbus, GA*

Birmingham, AL*                    Carrollton, GA              Athens, GA*

Montgomery, AL*                    Anniston, AL*

Huntsville, AL                     Opelika, AL*

Panama City, FL*                   Auburn, AL                  Tier C
                                                               ------
Pensacola, FL*                     Gadsden, AL                 Charleston, SC

Gainesville, FL*                   Pell City, AL*

Daytona, FL                        Dothan, AL

Orlando, FL*                       Vicksburg, MS

Tampa, FL*                         High Point, NC

Tallahassee, FL*                   Asheville, NC

Jacksonville, FL*                  Spartanburg, SC*

Gulfport, MS*                      St. Augustine, FL*

Meridian, MS*

Jackson, MS

Greenville, SC*

Greensboro, NC

Charlotte, NC*

Raleigh, NC

 - * RING PROTECTED AS OF 8/1/99
 - *** SEE SPECIAL CITY PRICING

</TABLE>
<PAGE>   5

                         CURRENT PRICING (PER DS0 MILE)


Tier A City Pricing
-------------------
         DS1 Base Rate $[*]
         DS3 Base Rate $[*]

Tier A Prime City Pricing
-------------------------
         DS1 Base Rate $[*]
         DS3 Base Rate $[*]

Tier B City Pricing
-------------------
         DS1 Base Rate $[*]
         DS3 Base Rate $[*]

Tier C City Pricing
-------------------
         DS1 Base Rate $[*]
         DS3 Base Rate $[*]

Special City Pricing
--------------------
         Per DS1 West Point to Montgomery             $[*]
         Per DS1 West Point to LaGrange               $[*]
         Per DS1 West Point to Newnan                 $[*]
         West Point DS3 Base Rate (per Ds0 Mile)      $[*]