0001047469-13-004205 Sample Contracts

WIDEOPENWEST FINANCE, LLC, WIDEOPENWEST CAPITAL CORP., the GUARANTORS party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 10.250% Senior Notes due 2019
Indenture • April 10th, 2013 • Valley Telephone Co., LLC • Radiotelephone communications • New York

INDENTURE, dated as of July 17, 2012, among WIDEOPENWEST FINANCE LLC, a Delaware limited liability company (the “Company”), WIDEOPENWEST CAPITAL CORP., a Delaware corporation (“Finance” and, together with the Company, the “Issuers”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

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FIRST AMENDMENT TO CREDIT AGREEMENT WIDEOPENWEST FINANCE, LLC, as Borrower
Credit Agreement • April 10th, 2013 • Valley Telephone Co., LLC • Radiotelephone communications • New York

CREDIT AGREEMENT, dated as of July 17, 2012, 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, CAYMAN ISLANDS BRANCH, as Administrative Agent.

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AGREEMENT AND PLAN OF MERGER by and among WIDEOPENWEST FINANCE, LLC KINGSTON MERGER SUB, INC. and KNOLOGY, INC. Dated as of April 18, 2012
Agreement and Plan of Merger • April 10th, 2013 • Valley Telephone Co., LLC • Radiotelephone communications • New York

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 18, 2012 by and among WideOpenWest Finance, LLC, a Delaware limited liability company (“Parent”), Kingston Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Knology, Inc., a Delaware corporation (the “Company”). Capitalized terms that are used in this Agreement and not otherwise defined shall have the respective meanings ascribed thereto in Article IX.

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WIDEOPENWEST OHIO, LLC
Limited Liability Company Agreement • April 10th, 2013 • Valley Telephone Co., LLC • Radiotelephone communications • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of WideOpenWest Ohio, LLC (the “Company” or the “LLC”), dated and effective as of May 1, 2006, is entered into by WideOpenWest Finance, LLC, a Delaware limited liability company, as sole member (the “Member”).

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Racecar Holdings, LLC c/o Avista Capital Partners
Valley Telephone Co., LLC • April 10th, 2013 • Radiotelephone communications • New York

The purpose of this letter is to formalize the terms and conditions of your employment, and your employment relationship, with Racecar Holdings, LLC (“Racecar Holdings” and together with its subsidiaries, the “Company”) in connection with the sale of WideOpenWest Networks, LLC and its affiliates to Racecar Holdings (the “Transaction”). Your execution of this letter (this “Agreement”) will represent your acceptance of all of the terms set forth below. We are pleased to present this offer to you for your consideration.

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WIDEOPENWEST MICHIGAN, LLC
Limited Liability Company Agreement • April 10th, 2013 • Valley Telephone Co., LLC • Radiotelephone communications • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of WideOpenWest Michigan, LLC (the “Company” or the “LLC”), dated and effective as of May 1, 2006, is entered into by WideOpenWest Finance, LLC, a Delaware limited liability company, as sole member (the “Member”).

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WideOpenWest Finance, LLC WideOpenWest Capital Corp. $725,000,000 10.250% Senior Notes due 2019 $295,000,000 13.375% Senior Subordinated Notes due 2019 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 10th, 2013 • Valley Telephone Co., LLC • Radiotelephone communications • New York

WideOpenWest Finance, LLC, a Delaware limited liability company (“Wow Finance”), and WideOpenWest Capital Corp., a Delaware corporation (“Capital Corp.” and, with Wow Finance, the “Issuers”), propose to issue and sell to Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, SunTrust Robinson Humphrey, Inc. and Mitsubishi UFJ Securities (USA), Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated as of July 12, 2012 (the “Purchase Agreement”), $725 million aggregate principal amount of their 10.250% Senior Notes due 2019 (the “Senior Notes”) and $295 million aggregate principal amount of their 13.375% Senior Subordinated Notes due 2019 (the “Senior Subordinated Notes” and, together with the Senior Notes, the “Initial Securities”) to be guaranteed (the “Guaranties”) on a senior basis and a senior subordinated basis, respectively, by the entities listed in Schedule A-1 (together, the “Wow Guarantors”) and t

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Mr. Cash Hagen
Valley Telephone Co., LLC • April 10th, 2013 • Radiotelephone communications • New York
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LIMITED LIABILITY COMPANY AGREEMENT OF WIDEOPENWEST MID-MICHIGAN, LLC
Limited Liability Company Agreement • April 10th, 2013 • Valley Telephone Co., LLC • Radiotelephone communications • Delaware

This LIABILITY COMPANY AGREEMENT (this “Agreement”) of WideOpenWest Mid-Michigan, LLC (the “Company” or the “LLC”‘), dated and effective as of April 20, 2011, is entered into by WideOpenWest Michigan, LLC, a Delaware limited liability company, as sole member (the “Member”).

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AMENDMENT NO. 1 TO REGISTRATION AGREEMENT
Registration Agreement • April 10th, 2013 • Valley Telephone Co., LLC • Radiotelephone communications • New York

This AMENDMENT NO. 1 (this “Amendment”) to the Registration Agreement, dated May 1, 2006 (the “Registration Agreement”), by and between Racecar Holdings, LLC, a Delaware limited liability company (the “Company”) and certain members of the Company, is entered into this July , 2012. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to them in the Rights Agreement.

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OPERATING AGREEMENT OF KNOLOGY OF FLORIDA, LLC
Operating Agreement • April 10th, 2013 • Valley Telephone Co., LLC • Radiotelephone communications • Delaware

This OPERATING AGREEMENT is made and entered into as of the 18th day of September, 2009 by and between Knology of Florida, LLC, a Delaware limited liability company, and Knology of Central Florida, Inc., a Delaware corporation, its sole member.

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OPERATING AGREEMENT OF VALLEY TELEPHONE CO., LLC
Operating Agreement • April 10th, 2013 • Valley Telephone Co., LLC • Radiotelephone communications • Alabama

THIS OPERATING AGREEMENT (this “Agreement”) of Valley Telephone, LLC (the “Company”), effective as of the 11th day of February, 2004, is made by the Company and Knology, Inc., a corporation organized and existing under the laws of the State of Delaware, as the sole member of the Company (the “Member”).

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OPERATING AGREEMENT OF BHFC PUBLISHING, LLC A Delaware Limited Liability Company
Operating Agreement • April 10th, 2013 • Valley Telephone Co., LLC • Radiotelephone communications

This Operating Agreement (the “Agreement”) of BHFC Publishing, LLC (the “Company”) is made and entered into pursuant to the Delaware Limited Liability Company Act (the “Act”) and shall be effective as of June 24, 2003, by Black Hills Fiber Systems, Inc., a South Dakota corporation, as the sole Member and Manager.

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OPERATING AGREEMENT OF BLACK HILLS FIBERCOM, L.L.C.
Operating Agreement • April 10th, 2013 • Valley Telephone Co., LLC • Radiotelephone communications • South Dakota

This Operating Agreement of Black Hills FiberCom, L.L.C., dated as of this day of , 1999, effective January 25, 1999, is adopted by the Members and executed and agreed to, for good and valuable consideration, by the Members.

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SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of July 17, 2012
Liability Company Agreement • April 10th, 2013 • Valley Telephone Co., LLC • Radiotelephone communications • Delaware

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of WideOpenWest Finance, LLC (the “Company”), dated and effective as of July 17, 2012, is entered into by and among WideOpenWest Illinois, Inc. a Delaware corporation (“WOW Illinois”), WideOpenWest Cleveland, Inc., a Delaware corporation (“WOW Cleveland”), WideOpenWest Ohio, Inc., a Delaware corporation (“WOW Ohio”), WideOpenWest Networks, Inc., a Delaware corporation (“WOW Networks”), WOW Sigecom, Inc., a Delaware corporation (“WOW Sigecom”), WideOpenWest Kite, Inc., a Delaware corporation (“WOW Kite”), and any and all Persons who hereafter become Members.

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AMENDED AND RESTATED FINANCIAL ADVISORY AGREEMENT
Financial Advisory Agreement • April 10th, 2013 • Valley Telephone Co., LLC • Radiotelephone communications • New York

This AMENDED AND RESTATED FINANCIAL ADVISORY AGREEMENT (this “Agreement”), dated as of July 17, 2012, is between Avista Capital Holdings, LP, a Delaware limited partnership (“Avista”) and Racecar Holdings, LLC, a Delaware limited liability company (the “Company”).

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AMENDED AND RESTATED MEMBERS AGREEMENT
Members Agreement • April 10th, 2013 • Valley Telephone Co., LLC • Radiotelephone communications • New York

This AMENDED AND RESTATED MEMBERS AGREEMENT (this “Agreement”) is made as of July , 2012 by and among Racecar Holdings, LLC, a Delaware limited liability company (the “Company”), Avista Capital Partners, L.P., a Delaware limited partnership (“Avista VCOC”), Avista Capital Partners (Offshore), L.P., a Bermuda exempted limited partnership (“Avista Offshore”), Avista Capital Partners III, L.P., a Delaware limited partnership (“Avista VCOC III”), Avista Capital Partners (Offshore) III, L.P., a Bermuda exempted limited partnership (“Avista Offshore III,” and individually with Avista VCOC, Avista Offshore and Avista VCOC III, the “Avista Funds” and collectively “Avista”), ACP Racecar Co-Invest, LLC, a Delaware limited liability company (“ACP Racecar,” and collectively with Avista, the “Investors” and each, an “Investor”), each of the other Members (as defined herein), and for purposes of the Information Recipient Provisions only, the Information Recipients. Capitalized terms used herein and

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LIMITED LIABILITY COMPANY AGREEMENT OF WIDEOPENWEST MID-MICHIGAN HOLDINGS, LLC
Limited Liability Company Agreement • April 10th, 2013 • Valley Telephone Co., LLC • Radiotelephone communications • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of WideOpenWest Mid-Michigan Holdings, LLC (the “Company” or the “LLC”), dated and effective as of December 6, 2011, is entered into by WideOpenWest Michigan, LLC, a Delaware limited liability company, as sole member (the “Member”).

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SIGECOM, LLC
Limited Liability Company Agreement • April 10th, 2013 • Valley Telephone Co., LLC • Radiotelephone communications • Indiana

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Sigecora, LLC, an Indiana limited liability company (the “Company” or the “LLC”). dated and effective as of November 30, 2006, is entered into by WOW Finance Merger Sub, LLC, a Delaware limited liability company, as sole member (the “Member”).

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RACECAR HOLDINGS, LLC REGISTRATION AGREEMENT
Registration Agreement • April 10th, 2013 • Valley Telephone Co., LLC • Radiotelephone communications • New York

THIS AGREEMENT is made as of May 1, 2006, by and between Racecar Holdings, LLC, a Delaware limited liability company (together with any successor entity thereto, the “Company”), Avista Capital Partners, L.P., a Delaware limited partnership and Avista Capital Partners (Offshore), LP, a Bermuda partnership (together, “Avista”), North American Strategic Partners, L.P., (“Standard Life”), The Northwestern Mutual Life Insurance Company, (“NW”), The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account (“GASA” and together with NW, “Northwestern”), Lincoln National Life Insurance Company (“Lincoln”), Co-Investment Partners 2005, L.P. and Co-Investment Partners (NY), L.P. (together, “Lexington”), Parinvest SAS and Enac Ventures LLC (together, “Euris”), Macro Continental, Inc. (“Macro”) and Boscolo Intervest Limited (“Boscolo”), MKMB Corporation (“MKMB”), certain members of the management who have made an investment in the Company (“Management Investors”, and togeth

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