Knology (KNOL)

Section 8.10 Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge; Restricted Subsidiaries

(a) Except pursuant to the Loan Documents, agreements governing purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(b), (d), (e) or (k) (Indebtedness) (in the case of agreements permitted by such clauses, any prohibition or limitation shall only be effective against the assets financed thereby) and agreements relating to Asset Sales permitted under Section 8.4 (Sales of Assets) (in the case of such agreements, any prohibition or limitation shall only be effective against the assets or Stock subject to such Asset Sate), the Borrower shall not, and shall not permit any of its Subsidiaries to, (i) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower or (ii) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower or any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

(b) Notwithstanding anything herein to the contrary, until the PUC Authorizations contemplated Section 7.12(b) (Regulatory Consents) are obtained and each Subsidiary listed on Schedule 8.10(b) (Restricted Subsidiaries) has satisfied the Subsidiary Guaranty Requirements, no such Subsidiary of the Borrower shall (i) conduct any business or engage in any activities other than the businesses related to the CATV Franchises or PUC Authorizations, as applicable; (ii) incur any Indebtedness directly or on behalf of the Borrower or

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AMENDED AND RESTATED CREDIT AGREEMENT

KNOLOGY, INC.

any of its other Subsidiaries (other than the incurrence of accounts payable or accrued liabilities in the ordinary course of business; provided that such accounts payable or accrued liabilities do not exceed in the aggregate $5,000,000 for all Subsidiaries listed on Schedule 8.10(b) (Restricted Subsidiaries); or (iii) receive, collect, retain or hold any funds, proceeds or assets (other than such Permits) either directly or on behalf of the Borrower or any of its other Subsidiaries other than in the ordinary course of business; provided, that any funds, proceeds or assets are received by such Subsidiary other than in the ordinary course of business shall be immediately transferred to the Borrower.

Section 8.10 Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge; Restricted Subsidiaries

(a) Except pursuant to the Loan Documents, agreements governing purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(b), (d), (e) or (k) (Indebtedness) (in the case of agreements permitted by such clauses, any prohibition or limitation shall only be effective against the assets financed thereby) and agreements relating to Asset Sales permitted under Section 8.4 (Sales of Assets) (in the case of such agreements, any prohibition or limitation shall only be effective against the assets or Stock subject to such Asset Sate), the Borrower shall not, and shall not permit any of its Subsidiaries to, (i) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower or (ii) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower or any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

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2^ND LIEN CREDIT AGREEMENT

KNOLOGY, INC.

(b) Notwithstanding anything herein to the contrary, until the PUC Authorizations contemplated Section 7.12(b) (Regulatory Consents) are obtained and each Subsidiary listed on Schedule 8.10(b) (Restricted Subsidiaries) has satisfied the Subsidiary Guaranty Requirements, no such Subsidiary of the Borrower shall (i) conduct any business or engage in any activities other than the businesses related to the CATV Franchises or PUC Authorizations, as applicable; (ii) incur any Indebtedness directly or on behalf of the Borrower or any of its other Subsidiaries (other than the incurrence of accounts payable or accrued liabilities in the ordinary course of business provided that such accounts payable or accrued liabilities do not exceed in the aggregate $5,000,000 for all Subsidiaries listed on Schedule 8.10(b) (Restricted Subsidiaries)); or (iii) receive, collect, retain or hold any funds, proceeds or assets (other than such Permits) either directly or on behalf of the Borrower or any of its other Subsidiaries other than in the ordinary course of business; provided, that any funds, proceeds or assets are received by such Subsidiary other than in the ordinary course of business shall be immediately transferred to the Borrower.

Section 8.10 Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge; Restricted Subsidiaries

(a) Except pursuant to the Loan Documents, agreements governing purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(b), (d), (e) or (k) (Indebtedness) (in the case of agreements permitted by such clauses, any prohibition or limitation shall only be effective against the assets financed thereby) and agreements relating to Asset Sales permitted under Section 8.4 (Sales of Assets) (in the case of such agreements, any prohibition or limitation shall only be effective against the assets or Stock subject to such Asset Sate), the Borrower shall not, and shall not permit any of its Subsidiaries to, (i) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower or (ii) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Borrower or any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

(b) Notwithstanding anything herein to the contrary, until the PUC Authorizations contemplated Section 7.12(b) (Regulatory Consents) are obtained and each Subsidiary listed on Schedule 8.10(b) (Restricted Subsidiaries) has satisfied the Subsidiary Guaranty Requirements, no such Subsidiary of the Borrower shall (i) conduct any business or engage in any activities other than the businesses related to the CATV Franchises or PUC Authorizations, as applicable; (ii) incur any Indebtedness directly or on behalf of the Borrower or any of its other Subsidiaries (other than the incurrence of accounts payable or accrued liabilities in the ordinary course of business; provided that such accounts payable or accrued liabilities do not exceed in the aggregate $5,000,000 for all Subsidiaries listed on Schedule 8.10(b) (Restricted Subsidiaries); or (iii) receive, collect, retain or hold any funds, proceeds or assets (other than such Permits) either directly or on behalf of the Borrower or any of its other Subsidiaries other than in the ordinary course of business; provided, that any funds, proceeds or assets are received by such Subsidiary other than in the ordinary course of business shall be immediately transferred to the Borrower.