UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC FORM 8-K

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2015 WideOpenWest Finance, LLC (Exact name of registrant as specified in its Charter) (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 7887 East Belleview Avenue, Suite 1000 Englewood, Colorado (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code (720) Not applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 Item 1.01 Entry into a Material Definitive Agreement. On May 21, 2015, WideOpenWest Finance, LLC (the Company ) entered into a third amendment (the Third Amendment ) to its Credit Agreement, dated as of July 17, 2012, as amended on April 1, 2013 and as further amended on November 27, 2013 (the Credit Agreement ) among the Company and the other parties thereto. Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement. The Third Amendment, among other provisions, provides for a refinancing of the Credit Agreement, resulting in $1,411.4 million in new Term B Loans, which bear interest, at the Company s option, at LIBOR plus 3.50% or ABR plus 2.50%. The new Term B Loans replace the $1,560.4 million in outstanding Term B Loans which were previously priced, at the Company s option, at LIBOR plus 3.75% or ABR plus 2.75%. The proceeds from the refinancing were used to pay outstanding principal under the Company s current Term B Loans. In connection with the Third Amendment, the Company made a prepayment totaling $150.0 million, applied ratably, to the Company s outstanding Term B Loans and outstanding Term B-1 Loans. Proceeds from the sale of the Company s South Dakota Systems were used in connection with the prepayment. In addition, the Third Amendment provides for the ability to refinance the Company s Senior Subordinated Notes with proceeds from the issuance of Senior Notes. Credit Suisse Securities (USA) LLC acted as Lead Arranger and Credit Suisse AG served as Administrative Agent. The foregoing summary is qualified in its entirety by reference to the Third Amendment attached hereto as Exhibit 10.1 and incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant. The information set forth in Item 1.01 is incorporated herein by reference. Item 9.01 (d) Financial Statements and Exhibits. Exhibits No. Description 10.1 Third Amendment to Credit Agreement, dated May 21, 2015, by and among the Company, Credit Suisse AG as the Administrative Agent, and Credit Suisse Securities (USA) LLC, as the Third Amendment Lead Arranger 2

3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WIDEOPENWEST FINANCE, LLC Date: May 26, 2015 By: /s/ Richard E. Fish, Jr. Richard E. Fish, Jr. Chief Financial Officer 3

4 EXHIBIT INDEX No. Description 10.1 Third Amendment to Credit Agreement, dated May 21, 2015, by and among the Company, Credit Suisse AG as the Administrative Agent, and Credit Suisse Securities (USA) LLC, as the Third Amendment Lead Arranger 4

5 Exhibit 10.1 EXECUTION VERSION THIRD AMENDMENT TO CREDIT AGREEMENT WIDEOPENWEST FINANCE, LLC, as the Borrower CREDIT SUISSE AG, as the Administrative Agent CREDIT SUISSE SECURITIES (USA) LLC, as the Third Amendment Lead Arranger

6 THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT TO CREDIT AGREEMENT (this Amendment ), dated as of May 21, 2015, is entered into among WIDEOPENWEST FINANCE, LLC, a Delaware limited liability company (the Borrower ), the PARENT GUARANTORS (as defined in the Credit Agreement referred to below), the SUBSIDIARY GUARANTORS (as defined in the Credit Agreement referred to below), certain LENDERS (as defined in the Credit Agreement referred to below) party hereto, CREDIT SUISSE AG, as administrative agent under the Credit Agreement referred to below (the Administrative Agent ), amends that certain Credit Agreement, dated as of July 17, 2012, as amended by the First Amendment to Credit Agreement, dated as of April 1, 2013, and the Second Amendment to Credit Agreement, dated as of November 27, 2013 (the Existing Credit Agreement ; and the Existing Credit Agreement as modified pursuant to this Amendment, the Credit Agreement ), among the Borrower, the Parent Guarantors, the Lenders party thereto and the Administrative Agent. RECITALS WHEREAS, pursuant to Section 2.19 of the Existing Credit Agreement, the Borrower will refinance the outstanding Term B Loans (the Existing Term B Loans ) and, in connection therewith, the Lenders of Term B Loans party hereto (the Replacement Term B Lenders ) will advance an aggregate principal amount of $1,411,430, (the Replacement Term B Loans ), the proceeds of which will be used to repay outstanding principal of the Existing Term B Loans (such repayment, the Term B Loan Refinancing ); and WHEREAS, immediately following the Term B Loan Refinancing, the Borrower, the Parent Guarantors, the Lenders party hereto and the Administrative Agent will make certain amendments to the Credit Agreement as provided herein, such that, from and after the Third Amendment Effective Date (as defined below), the terms and provisions of the Existing Credit Agreement shall be as set forth in the Credit Agreement; NOW, THEREFORE, in consideration of the covenants made hereunder, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. Definitions. Except as expressly provided herein, capitalized terms used in this Amendment shall have the meanings set forth for such terms in the Credit Agreement. SECTION 2. Amendments to Existing Credit Agreement. The terms and provisions of the Existing Credit Agreement are hereby amended as set forth on Exhibit A attached hereto such that all of the newly inserted and underscored provisions and any formatting changes reflected therein shall be deemed inserted or made, as applicable, and all of the stricken provisions shall be deemed to be deleted therefrom, which Credit Agreement shall immediately and automatically become effective upon the effectiveness of this Amendment in accordance with Section 5 below. Schedules and Exhibits to the Credit Agreement shall remain as in effect under the Existing Credit Agreement, except with respect to Schedules attached hereto as Exhibit B and Exhibits set forth on Exhibit C attached hereto, each of which shall replace the respective Schedule or Exhibit to the Credit Agreement in its entirety. 1

7 SECTION 3. Replacement Term B Loans. Immediately after giving effect to the Term B Loan Refinancing, the Replacement Term B Lenders shall constitute Required Lenders under the Credit Agreement. Each Replacement Term B Lender hereby commits to advance the amount of Replacement Term B Loans as set forth opposite its name on Schedule A attached hereto pursuant to the terms and conditions hereof. The proceeds of the Replacement Term B Loans shall be applied as set forth above. For the avoidance of doubt, the Third Amendment Lead Arranger (as defined below) and the Administrative Agent may agree to allow Term Loan Lenders holding Existing Term B Loans under the Existing Credit Agreement to exchange their Existing Term B Loans for Replacement Term B Loans under the Credit Agreement on terms to be determined by the Third Amendment Lead Arranger and the Administrative Agent, and any such exchange shall reduce the amount of Replacement Term B Loans actually funded by the Replacement Term B Lenders on a dollar-for-dollar basis. The Replacement Term B Loans shall constitute Term B Loans under the Credit Agreement and the other Credit Documents after giving effect to this Amendment. SECTION 4. Joinder to Credit Agreement. Each Replacement Term B Lender acknowledges and agrees that, upon the effectiveness of this Amendment, it shall become a Term Loan Lender and a Lender under, and for all purposes of, the Credit Agreement and the other Credit Documents, and shall be subject to and bound by the terms thereof; and shall perform all the obligations of and shall have all rights of a Term Loan Lender and a Lender thereunder. Upon the effectiveness of this Amendment, unless the context otherwise requires, all references to Term B Loans in the Credit Documents shall be deemed to, and shall constitute, references to Replacement Term B Loans. SECTION 5. Conditions to Effectiveness of this Amendment. This Amendment shall become effective when all the conditions set forth in this Section 5 shall have been satisfied (provided that such conditions are satisfied no later than May 21, 2015) (the date such conditions are satisfied being the Third Amendment Effective Date ). (a) Execution of Counterparts. The Administrative Agent shall have executed this Amendment, in its capacity as Administrative Agent. Each of the Replacement Term B Lenders shall have executed this Amendment. The Administrative Agent and Credit Suisse Securities (USA) LLC, in its capacity as lead arranger (the Third Amendment Lead Arranger ), shall have received counterparts of this Amendment executed by a duly authorized officer of the Borrower, each Parent Guarantor and each Subsidiary Guarantor. (b) Repayment. i. The Administrative Agent shall have received a prepayment of $150 million to be applied ratably to the Existing Term B Loans and the Term B-1 Loans. ii. The Borrower shall pay on the Third Amendment Effective Date all accrued and unpaid interest on the Existing Term B Loans, and any other amounts owing with respect to the Existing Term B Loans; provided that the Borrower shall not be required to pay any amounts accrued and owing as of the Third Amendment Effective Date pursuant to Section 2.12 of the Existing Credit Agreement. (c) Legal Opinions. The Third Amendment Lead Arranger and the Administrative Agent shall have received the executed legal opinion of (a) Kirkland & Ellis LLP, special New York counsel to the Credit Parties, and (b) Drinker Biddle & Reath LLP, regulatory counsel to the Credit Parties, in each case, (i) dated the Third Amendment Effective Date, (ii) addressed to the Administrative Agent, the Letter of Credit Issuer and the Lenders, and (iii) in form and substance reasonably satisfactory to the Administrative Agent and the Third Amendment Lead Arranger. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion. 2

8 (d) Secretary Certificates. The Administrative Agent shall have received a certificate of the Borrower, dated the Third Amendment Effective Date and reasonably acceptable to the Administrative Agent and the Third Amendment Lead Arranger, in each case with appropriate insertions, executed by the President, Vice President or Chief Financial Officer and the Secretary or any Assistant Secretary of the Borrower, and attaching (i) a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors (or similar governing body) of the Borrower (or a duly authorized committee thereof) authorizing (x) the execution, delivery and performance of this Amendment and the other Credit Documents (and any agreements relating thereto) to which it is a party and (y) the extensions of credit contemplated hereunder; (ii) true and complete copies of the certificate of incorporation and by-laws (or equivalent organizational documents) of the Borrower, (iii) incumbency certificates of the officers of the Borrower executing this Amendment or any other Credit Documents to which the Borrower is a party as of the Third Amendment Effective Date and (iv) a good standing certificate certified as of a recent date from the applicable Governmental Authority of the Borrower s jurisdiction of organization. (e) Fees and Expenses. (i) The Administrative Agent and the Third Amendment Lead Arranger shall have received all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Third Amendment Lead Arranger (including the reasonable fees, charges and disbursements of outside counsel for the Administrative Agent and the Third Amendment Lead Arranger) required to be paid to the Administrative Agent and the Third Amendment Lead Arranger pursuant to the Existing Credit Agreement or any separate letter agreement relating to the Amendment and for which invoices have been presented, no later than one Business Day prior to the Third Amendment Effective Date and (ii) the Third Amendment Lead Arranger shall have received all fees due and payable by the Borrower and otherwise required to be paid pursuant to separate letter agreements on or before the Third Amendment Effective Date. (f) Representations and Warranties. i. As of the Third Amendment Effective Date, the representations and warranties contained herein, in the Credit Agreement and in the other Credit Documents shall be true and correct in all material respects on and as of the Third Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date. ii. With respect to each Credit Party, other than the Borrower, (A) since the Closing Date, there have been no changes to the certificate of incorporation and by-laws (or equivalent organizational documents) of such Credit Party, (B) the resolutions adopted by the Board of Directors (or similar governing body) of such Credit Party and attached to the secretary s certificate of such Credit Party delivered on the Closing Date have not been modified, rescinded or amended and are in full force and effect as of the Third Amendment Effective Date, and (C) no changes have been made to the incumbency certificate of the officers of such Credit Party delivered on the First Amendment Effective Date by such Credit Party. (g) No Default. As of the Third Amendment Effective Date, no event shall have occurred and be continuing or would result from the consummation of the transactions contemplated by this Amendment on the Third Amendment Effective Date that would constitute an Event of Default or a Default. (h) Solvency. On the Third Amendment Effective Date, immediately following the making of the Replacement Term B Loans and after giving effect to the application of the proceeds of such Loans on the Third Amendment Effective Date, Holdings on a consolidated basis with its Subsidiaries will be Solvent. 3

9 (i) Borrowing Notice. Prior to the making of the Replacement Term B Loans, the Administrative Agent and the Third Amendment Lead Arranger shall have received a Notice of Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.3 of the Credit Agreement. For purposes of determining compliance with the conditions specified in this Section 5, each of the Replacement Term B Lenders that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Replacement Term B Lenders unless the Administrative Agent has received notice from such Replacement Term B Lenders prior to the Third Amendment Effective Date specifying its objection thereto. SECTION 6. Representations and Warranties. Each Credit Party represents and warrants as follows: (a) Status. Each of each Parent Guarantor, the Borrower and each Restricted Subsidiary (other than any Immaterial Subsidiary) (a) is a duly organized and validly existing corporation or other entity in good standing under the laws of the jurisdiction of its organization and has the corporate or other organizational power and authority to own its property and assets and to transact the business in which it is engaged and (b) has duly qualified and is authorized to do business and is in good standing in all jurisdictions where it is required to be so qualified or in good standing, except where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect; provided, however, that each Parent Guarantor, the Borrower and the Subsidiaries may consummate any transaction permitted under Section 10.3 of the Credit Agreement. (b) Power and Authority. Each Credit Party has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of the Credit Documents to which it is a party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Credit Documents to which it is a party (and, in the case of the Borrower, to borrow hereunder); (b) each Credit Party has duly executed and delivered each Credit Document to which it is a party and each such Credit Document constitutes the legal, valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and subject to general principles of equity; and (c) each Credit Party (i) has the corporate or other organizational power and authority and possesses all franchises, licenses, permits, authorizations and approvals, in each case from Governmental Authorities, necessary to enable it to use its corporate name and to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) is in compliance with all applicable statutes, laws, ordinances, rules, orders, permits, franchises and regulations of any applicable Governmental Authority, domestic or foreign (including, without limitation, those related to Hazardous Materials and substances), except where noncompliance could not reasonably be expected to have a Material Adverse Effect. (c) Authorization; No Violation. Neither the execution, delivery or performance by any Credit Party of this Amendment, the Credit Agreement or the other Credit Documents to which it is a party nor compliance with the terms and provisions thereof nor the Term B Loan Refinancing or the other transactions contemplated by this Amendment will (a) contravene any applicable provision of any law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality, except where such contravention could not reasonably be expected to have a Material Adverse Effect, (b) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of any Parent Guarantor, the Borrower or any of the Restricted Subsidiaries (other than Liens created under the Credit Documents) pursuant to, the terms of any indenture (including the Senior Unsecured Notes Indenture and the Senior Subordinated Notes Indenture), loan agreement, lease agreement, mortgage, deed of trust, agreement or 4

10 other material instrument to which any Parent Guarantor, the Borrower or any of the Restricted Subsidiaries is a party or by which it or any of its property or assets is bound, except where such breach or default could not reasonably be expected to have a Material Adverse Effect or (c) violate any provision of the certificate of incorporation, by-laws or other constitutional documents of any Parent Guarantor, the Borrower or any of the Restricted Subsidiaries. (d) Accuracy of Representations and Warranties. The representations and warranties of each Credit Party set forth in the Credit Documents (including, for avoidance of doubt, in the Credit Agreement) are true and correct in all material respects on and as of the Third Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date. (e) No Default or Event of Default. As of the Third Amendment Effective Date, no Event of Default or Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Amendment on the Third Amendment Effective Date that would constitute an Event of Default or a Default. SECTION 7. Validity of Obligations and Liens. (a) Validity of Obligations. The Borrower, each Parent Guarantor and each other Credit Party acknowledges and agrees that, both before and after giving effect to this Amendment and the Credit Agreement, the Borrower, each Parent Guarantor and each other Credit Party is, jointly and severally, indebted to the Lenders and the other Secured Parties for the Obligations, without defense, counterclaim or offset of any kind and the Borrower, each Parent Guarantor and each other Credit Party hereby ratifies and reaffirms the validity, enforceability and binding nature of such Obligations (except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and subject to general principles of equity). For the avoidance of doubt, it is acknowledged and agreed that Obligations, as used in this Amendment or in any other Credit Documents shall include, without limitation, the Replacement Term B Loans. (b) Validity of Guarantees. Each Parent Guarantor and each other Guarantor hereby (i) acknowledges and agrees to the terms of this Amendment and the Credit Agreement and (ii) confirms and agrees that, its guarantee under the Guarantee Agreement is, and shall continue to be, in full force and effect, and shall apply to all Obligations and such guarantee is hereby ratified and confirmed in all respects. (c) Validity of Liens and Credit Documents. The Borrower, each Parent Guarantor and each other Credit Party hereby ratifies and reaffirms the validity and enforceability (except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and subject to general principles of equity) of the Liens and security interests granted to the Administrative Agent for the benefit of the Secured Parties to secure any of the Obligations by the Borrower, each Parent Guarantor or any other Credit Party pursuant to the Credit Documents to which any of the Borrower, each Parent Guarantor or any other Credit Party is a party and hereby confirms and agrees that notwithstanding the effectiveness of this Amendment and the Credit Agreement, and except as expressly amended by this Amendment or pursuant to the Credit Agreement, each such Credit Document is, and shall continue to be, in full force and effect and each is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of this Amendment and the Credit Agreement, (i) each reference in the Credit Documents to the Credit Agreement, thereunder, thereof (and each reference in the Credit Agreement to this Agreement, hereunder or hereof ) or words of like import shall mean and be a reference to the Credit Agreement (as amended hereby), and (ii) all references to Term B Loans in the Credit Documents shall be deemed to be references to the Replacement Term B Loans. 5

11 SECTION 8. Lender Consent and Authorization to Amend Other Credit Documents. (a) Each of the Lenders party hereto hereby acknowledges and agrees that it has received a copy of the Credit Agreement and consents to, and authorizes the Borrower, each Parent Guarantor, each other Credit Party and the Administrative Agent to enter into such amendments, restatements, amendment and restatements, supplements and modifications to the Security Agreement, the Guarantee Agreement and the other Security Documents and Credit Documents as the Administrative Agent or the Third Amendment Lead Arranger deems reasonably necessary or desirable in connection with this Amendment. (b) By signing below, each of the Replacement Term B Lenders in its capacity as a Lender under the Credit Agreement, hereby irrevocably authorizes and directs Credit Suisse AG to execute the Amendment in its capacity as Administrative Agent. SECTION 9. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. SECTION 10. Execution in 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 shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment or the Acknowledgement and Consent hereof by telecopier or electronic image scan transmission (e.g., PDF via electronic mail) shall be effective as delivery of an original executed counterpart of this Amendment or such Acknowledgement and Consent. SECTION 11. Execution of Amendment. This Amendment shall be executed by the Borrower, each Parent Guarantor, each Subsidiary Guarantor, the Administrative Agent, in its capacity as Administrative Agent under the Existing Credit Agreement and each Replacement Term B Lender. Execution of this Amendment by any Person constitutes the agreement of such Person to (and results in such Person being bound by) this Amendment and the Credit Agreement. SECTION 12. Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. SECTION 13. Integration. This Amendment, the Existing Credit Agreement, the Credit Agreement, the other Credit Documents and any separate letter agreements among the Borrower and the Third Amendment Lead Arranger and/or their respective affiliates represent the agreement of the Borrower, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent, the Third Amendment Lead Arranger or any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the Existing Credit Agreement, the Credit Agreement, the other Credit Documents or such other letter agreements. This Amendment shall constitute a Credit Document for all purposes under the Credit Agreement. SECTION 14. No Novation. This Amendment shall not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the priority of any Credit Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or the instruments, documents and agreements securing the same, which shall remain in full force and effect. Nothing in this Amendment shall be construed as a release or other discharge of the Borrower, each Parent Guarantor or any other Credit Party from any of its 6

12 obligations and liabilities under the Existing Credit Agreement or the other Credit Documents, all of which are continued on the terms set forth in the Credit Agreement. SECTION 15. Submission to Jurisdiction; Waivers. Each of the Parent Guarantors, each of the Subsidiary Guarantors and the Borrower each hereby irrevocably and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Amendment, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan, New York, New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (b) consents and agrees that any such action or proceeding arising out of or relating to this Amendment or any other Credit Document may be brought in any court referred to in paragraph (a) of this Section 15 and waives any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 13.2 of the Credit Agreement or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law; (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 15 any special, indirect, exemplary, punitive or consequential damages. Each of the parties hereto agrees that a final judgment in any such action or proceeding arising out of or relating to this Amendment and brought in any court referred to in paragraph (a) of this Section 15 shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. SECTION 16. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. SECTION 17. Headings. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. 7

13 SECTION 18. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of (i) the Borrower, each Parent Guarantor and each other Credit Party party hereto and their respective successors and assigns, and (ii) the Administrative Agent and the Lenders and each of their respective successors and assigns. Neither the Borrower s nor any Parent Guarantor s, nor any other Credit Parties rights and obligations hereunder and any interest therein may be assigned or delegated by the Borrower, each Parent Guarantor or any other Credit Party without the prior written consent of all Lenders. [signature pages follow] 8

14 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written. BORROWER: WIDEOPENWEST FINANCE, LLC By: /s/ Richard Edward Fish, Jr. Name: Richard Edward Fish, Jr. Title: Chief Financial Officer PARENT GUARANTORS: RACECAR ACQUISITION, LLC By: /s/ Richard Edward Fish, Jr. Name: Richard Edward Fish, Jr. Title: Chief Financial Officer WIDEOPENWEST CLEVELAND, INC. WIDEOPENWEST ILLINOIS, INC. WIDEOPENWEST NETWORKS, INC. WIDEOPENWEST OHIO, INC. WOW SIGECOM, INC. WIDEOPENWEST KITE INC. By: /s/ Richard Edward Fish, Jr. Name: Richard Edward Fish, Jr. Title: Chief Financial Officer SUBSIDIARY GUARANTORS: WIDEOPENWEST CLEVELAND, LLC WIDEOPENWEST ILLINOIS, LLC WIDEOPENWEST MICHIGAN, LLC WIDEOPENWEST NETWORKS, LLC WIDEOPENWEST OHIO, LLC SIGECOM, LLC WIDEOPENWEST CAPITAL CORP. WIDEOPENWEST MID-MICHIGAN HOLDINGS, LLC WIDEOPENWEST MID-MICHIGAN, LLC By: /s/ Richard Edward Fish, Jr. Name: Richard Edward Fish, Jr. Title: Chief Financial Officer [WideOpenWest Finance, LLC - Third Amendment to Credit Agreement]

15 KITE PARENT CORP. KNOLOGY, INC. 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 KNOXVILLE, INC. KNOLOGY OF MONTGOMERY, INC. KNOLOGY OF NASHVILLE, INC. KNOLOGY OF SOUTH CAROLINA, INC. KNOLOGY OF SOUTH DAKOTA, INC. KNOLOGY OF TENNESSEE, INC. GLOBE TELECOMMUNICATIONS, INC. ITC GLOBE, INC. KNOLOGY OF THE VALLEY, INC. VALLEY TELEPHONE CO., LLC KNOLOGY OF THE PLAINS, INC. KNOLOGY COMMUNITY TELEPHONE, INC. KNOLOGY OF THE BLACK HILLS, LLC BLACK HILLS FIBER SYSTEMS, INC. BHFC PUBLISHING, LLC KNOLOGY TOTAL COMMUNICATIONS, INC. KNOLOGY OF THE WIREGRASS, INC. WIREGRASS TELECOM, INC. COMMUNICATIONS ONE, INC. KNOLOGY OF KANSAS,INC. KNOLOGY DATA CENTER SERVICES, INC. KNOLOGY OF KENTUCKY, INC. By: /s/ Richard Edward Fish, Jr. Name: Richard Edward Fish, Jr. Title: Chief Financial Officer [WideOpenWest Finance, LLC - Third Amendment to Credit Agreement]

16 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative Agent By: By: /s/ Vipul Dhadda Name: Vipul Dhadda Title: Authorized Signatory /s/ Michaela Kenny Name: Michaela Kenny Title: Authorized Signatory [WideOpenWest Finance, LLC - Third Amendment to Credit Agreement]

17 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Replacement Term B Lender By: By: /s/ Vipul Dhadda Name: Vipul Dhadda Title: Authorized Signatory /s/ Michaela Kenny Name: Michaela Kenny Title: Authorized Signatory [WideOpenWest Finance, LLC - Third Amendment to Credit Agreement]

18 SCHEDULE A REPLACEMENT TERM B LOAN COMMITMENTS Replacement Term B Lender Commitment Address CREDIT SUISSE AG $ 1,411,430, Eleven Madison Avenue New York, NY Total $ 1,411,430,013.12

19 EXHIBIT A [See Attached.]

20 Senior First Lien Credit Facilities CREDIT AGREEMENT dated as of July 17, 2012, as amended by the First Amendment, dated as of April 1, 2013, the Second Amendment, dated as of November 27, 2013, and the Third Amendment, dated as of May 21, 2015 among WIDEOPENWEST FINANCE, LLC, as Borrower, RACECAR ACQUISITION, LLC, WIDEOPENWEST CLEVELAND, INC., WIDEOPENWEST ILLINOIS, INC., WIDEOPENWEST NETWORKS, INC., WIDEOPENWEST OHIO, INC., WIDEOPENWEST KITE INC., and WOW SIGECOM, INC., as Parent Guarantors, The Several Lenders from Time to Time Parties Hereto and CREDIT SUISSE AG, as Administrative Agent CREDIT SUISSE SECURITIES (USA) LLC, as the Third Amendment Lead Arranger

21 TABLE OF CONTENTS SECTION 1. Definitions Defined Terms 1 SECTION 2. Amount and Terms of Credit Commitments Minimum Amount of Each Borrowing; Maximum Number of Borrowings Notice of Borrowing Disbursement of Funds Repayment of Loans; Evidence of Debt Conversions and Continuations Pro Rata Borrowings Interest Interest Periods Inability to Determine Interest Rate, Illegality, etc Increased Costs Compensation Change of Lending Office Notice of Certain Costs Defaulting Lenders Cash Collateral Incremental Commitments Loan Modification Offers Refinancing Amendments Repricing Protection Term B-1 Loans Cashless Rollover of Term Loans 73 SECTION 3. Letters of Credit Letters of Credit Letter of Credit Requests Letter of Credit Participations Agreement to Repay Letter of Credit Drawings Increased Costs New or Successor Letter of Credit Issuer 78 SECTION 4. Fees; Commitments Fees Voluntary Reduction of Revolving Credit Commitments Mandatory Termination of Commitments 80 SECTION 5. Payments Voluntary Prepayments Mandatory Prepayments 81 i Page

22 5.3 Method and Place of Payment Taxes Computations of Interest and Fees Limit on Rate of Interest 86 SECTION 6. Conditions Precedent to Initial Borrowing Credit Documents Collateral Legal Opinions Closing Certificate Senior Unsecured Notes and Senior Subordinated Notes Equity Contribution Acquisition; Merger Agreement; Merger Company Material Adverse Effect Closing Secretary Certificates Corporate Proceedings of Each Credit Party Corporate Documents; Good Standing Certificates; Incumbency Certificates Fees Solvency Certificate Historical Financial Statements Pro Forma Financial Statements Insurance Existing Indebtedness Money Laundering 90 SECTION 7. Conditions Precedent to All Credit Events No Default; Representations and Warranties Notice of Borrowing; Letter of Credit Request 91 SECTION 8. Representations, Warranties and Agreements Corporate Status Corporate Power and Authority Authorization; No Violation Litigation Margin Regulations Governmental Approvals Investment Company Act True and Complete Disclosure Financial Statements; Financial Condition; Material Adverse Effect Tax Returns and Payments Compliance with ERISA Subsidiaries Patents, etc Environmental Laws Properties Security Documents Solvency Senior Indebtedness 96 ii Page

23 8.19 Use of Proceeds 96 SECTION 9. Affirmative Covenants Information Covenants Books, Records and Inspections Maintenance of Insurance Payment of Taxes Consolidated Corporate Franchises Compliance with Statutes, Regulations, etc ERISA Good Repair Transactions with Affiliates End of Fiscal Years; Fiscal Quarters Additional Guarantors and Grantors; Additional Subsidiaries Pledges of Additional Capital Stock and Evidence of Indebtedness Use of Proceeds Changes in Business Further Assurances Maintenance of Rating of Facilities Interest Rate Protection Limitations on Activities Designation of Subsidiaries Post-Closing Covenants 105 SECTION 10. Negative Covenants Limitation on Indebtedness Limitation on Liens Limitation on Fundamental Changes Limitation on Sale of Assets Limitation on Investments Limitations on Dividends Limitations on Subordinated Debt Payments and Amendments Limitations on Sale Leasebacks Financial Covenant Limitations on Negative Pledges; Limitations on Clauses Restricting Subsidiary Distributions 117 SECTION 11. Events of Default Payments Representations, etc Covenants Default Under Other Agreements Bankruptcy, etc ERISA Guarantee Agreement Security Agreement and Pledge Agreement Mortgages Judgments 119 iii Page

24 11.11 Change of Control Cure Right Government Approvals and Consents Application of Proceeds 121 SECTION 12. The Administrative Agent Appointment Delegation of Duties Exculpatory Provisions Reliance by Administrative Agent Notice of Default Non-Reliance on Administrative Agent and Other Lenders Indemnification Administrative Agent in its Individual Capacity Successor Agent Withholding Tax Other Agents; Arranger and Bookrunner Administrative Agent May File Proofs of Claim Collateral and Guaranty Matters Credit Bidding Cash Management Obligations; Swap Agreements 128 SECTION 13. Miscellaneous Amendments and Waivers Notices No Waiver; Cumulative Remedies Survival of Representations and Warranties Payment of Expenses; Indemnification Successors and Assigns; Participations and Assignments Replacements of Lenders under Certain Circumstances Adjustments; Set-off Counterparts Severability Integration GOVERNING LAW Submission to Jurisdiction; Waivers Acknowledgments WAIVERS OF JURY TRIAL Confidentiality USA Patriot Act Consent to Effectiveness 146 iv Page

25 SCHEDULES Schedule 1.1(a) Schedule 1.1(b) Schedule 1.1(c) Schedule 1.1(d) Schedule 8.12 Schedule 8.16(b) Schedule 8.16(c) Schedule 9.20 Schedule 10.1 Schedule 10.2 Schedule 10.5 Mortgaged Properties Revolving Credit Commitments and Term Loan Commitments Existing Letters of Credit Existing Specified Hedge Agreements Subsidiaries UCC Filing Jurisdictions Mortgage Recording Jurisdictions Post-Closing Covenants Closing Date Indebtedness Closing Date Liens Closing Date Investments EXHIBITS Exhibit A Exhibit B Exhibit C-1 Exhibit C-2 Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H-1 Exhibit H-2 Exhibit I Exhibit J-1 Exhibit J-2 Exhibit K-1 Exhibit K-2 Exhibit L Form of Assignment and Acceptance Form of Guarantee Agreement Form of Security Agreement Form of Pledge Agreement Form of Notice of Borrowing Form of Mortgage (Real Property) Form of Perfection Certificate Form of Letter of Credit Request Form of Pari Passu Intercreditor Agreement Form of Second Lien Intercreditor Agreement Form of U.S. Tax Compliance Certificate Form of Borrower Closing Certificate Form of Credit Party Closing Certificate Form of Promissory Note (Term Loans) Form of Promissory Note (Revolving Credit Loans) Form of Solvency Certificate v

26 CREDIT AGREEMENT, dated as of July 17, 2012, as amended by the First Amendment, dated as of April 1, 2013, the Second Amendment, dated as of November 27, 2013, and the Third Amendment, dated as of May 21, 2015, among WIDEOPENWEST FINANCE, LLC, a Delaware limited liability company (the Borrower ), RACECAR ACQUISITION, LLC, a Delaware limited liability company ( Holdings ), WIDEOPENWEST CLEVELAND, INC., a Delaware corporation ( WOW Cleveland Parent ), WIDEOPENWEST ILLINOIS, INC., a Delaware corporation ( WOW Illinois Parent ), WIDEOPENWEST NETWORKS, INC., a Delaware corporation ( WOW Networks Parent ), WIDEOPENWEST OHIO, INC., a Delaware corporation ( WOW Ohio Parent ), WOW SIGECOM, INC., a Delaware corporation ( WOW Sigecom Parent ), and WIDEOPENWEST KITE INC., a Delaware corporation ( WOW Knology Parent ) the lending institutions from time to time parties hereto (each a Lender and, collectively, the Lenders ), and CREDIT SUISSE AG, as Administrative Agent. The Borrower, Kingston Merger Sub, Inc., a Delaware corporation ( Merger Sub ), and Knology, Inc., a Delaware corporation (the Company ) have entered into an Agreement and Plan of Merger dated as of April 18, 2012 (the Merger Agreement ), pursuant to which the Borrower has agreed to acquire (the Acquisition ) the Company. In connection with the Acquisition, on the Closing Date, the Company will be merged (the Merger ) with and into Merger Sub, with the Company surviving as a direct wholly owned Subsidiary of the Borrower. In connection with the Acquisition and the refinancing of the Existing Credit Facilities (this and other capitalized terms used herein having the meanings given to them in Section 1.1 below), the Borrower has requested the Lenders to extend credit in the form of (a) Term Loans, in an initial aggregate principal amount of $1,920,000,000 and (b) Revolving Credit Loans made available to the Borrower at any time and from time to time prior to the Revolving Credit Maturity Date, in an initial aggregate principal amount at any time outstanding not in excess of $200,000,000 less the aggregate Letters of Credit Outstanding at such time. The Borrower has requested the Letter of Credit Issuer to issue Letters of Credit at any time and from time to time prior to the L/C Maturity Date, in an aggregate face amount at any time outstanding not in excess of the Letter of Credit Commitment. The proceeds of the Term Loans, together with the proceeds of the Equity Contribution and the proceeds of the Senior Unsecured Notes and the Senior Subordinated Notes issued on the Closing Date, will be used by the Borrower solely to effect the Refinancing Transactions and the Acquisition and to pay Transaction Expenses. Proceeds of Revolving Credit Loans will be used solely for general corporate purposes of Holdings, the Borrower and its Restricted Subsidiaries (including Permitted Acquisitions, capital expenditures and repayments of Indebtedness not prohibited hereunder) and to pay Transaction Expenses to the extent permitted herein. Letters of Credit will be used by the Borrower for general corporate purposes. The parties hereto hereby agree as follows: SECTION 1. Definitions 1.1 Defined Terms. As used herein, the following terms shall have the meanings specified in this Section 1.1 (it being understood that defined terms in this Agreement shall include in the singular number the plural and in the plural the singular): ABR shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1.0%, (c) the Adjusted LIBO Rate applicable for an Interest Period of one month commencing on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.0%; provided that, solely for purposes of determining the Adjusted LIBO Rate for purposes of the foregoing, the LIBO Rate

27 for any day shall be based on the rate set forth on such day at approximately 11:00 a.m. (London time) by reference to the British Bankers Association Interest Settlement Rates for deposits in Dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the British Bankers Association as an authorized vendor for the purpose of displaying such rates), (d) with respect to Term Loans (except Term B-1 Loans) only, 2.00% and (e) with respect to Term B-1 Loans only, 1.75%. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate or the Adjusted LIBO Rate, as the case may be, for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations or offers in accordance with the terms of the respective definitions thereof, the ABR shall be determined without regard to clause (b) or (c), as applicable, of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the ABR due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, as the case may be. ABR Loan shall mean any Loan bearing interest at a rate determined by reference to the ABR. Acceptable Price shall have the meaning assigned to such term in the definition of Dutch Auction. Accepting Lenders shall have the meaning provided in Section 2.18(a). Acquired EBITDA shall mean, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary (any of the foregoing, a Pro Forma Acquired Entity ), for any period, the amount for such period of Consolidated EBITDA of such Pro Forma Acquired Entity (determined using such definitions as if references to the Borrower and its Restricted Subsidiaries therein were to such Pro Forma Acquired Entity and its Subsidiaries), all as determined on a consolidated basis for such Pro Forma Acquired Entity in accordance with GAAP. EBITDA. Acquired Entity or Business shall have the meaning provided in the definition of the term Consolidated Acquisition shall have the meaning provided in the preamble to this Agreement. Additional Lender shall have the meaning provided in Section 2.17(a). Additional Revolving Credit Commitments shall have the meaning provided in Section 2.17(a). Adjusted LIBO Rate shall mean, with respect to any LIBO Rate Loan for any Interest Period, an interest rate per annum equal to the greater of (a) (i) with respect to Term Loans only (except Term B-1 Loans), 1.00% per annum and (ii) with respect to Term B-1 Loans only, 0.75% per annum and (b) the product of (i) the LIBO Rate in effect for such Interest Period and (ii) the Statutory Reserve Rate. Administrative Agent shall mean Credit Suisse AG, as the administrative agent under this Agreement and the other Credit Documents, together with any of its successors in such capacity. Administrative Agent s Office shall mean the office of the Administrative Agent located at Eleven Madison Avenue, New York, New York 10010, or such other office as the Administrative Agent may hereafter designate in writing as such to the other parties hereto. 2