LOCK-UP AGREEMENT

Exhibit 10.2

LOCK-UP AGREEMENT

         This LOCK-UP AGREEMENT, dated as of July 11, 2002, is entered into by and among:

         For purposes hereof, all references in this Agreement to Noteholders, Stockholders or parties that are “signatories to this Agreement” shall mean, as of any date of determination, those Noteholders, Stockholders or parties, as the case may be, who executed and delivered this Agreement as an original signatory on or before the date of this Agreement, together with those additional Noteholders, Stockholders or parties, as the case may be, who after the date of this Agreement but, on or before such date of determination, become party to this Agreement by executing and delivering counterpart signature

pages as provided in Section 29. After the date of this Agreement, when Other Stockholders and Other Noteholders become signatories to this Agreement, Schedule A and Schedule B to this Agreement, as applicable, shall be updated to include the shares of Knology’s capital stock or the Old Notes, as applicable, held by such Other Stockholder or Other Noteholder.

RECITALS:

         Knology, Broadband, Valley, Wachovia, CoBank, the Stockholders, and the Noteholders have engaged in good faith negotiations with the objective of restructuring the debt and equity capital structures of Knology and its subsidiaries (the “Restructuring”), substantially as set forth in the Restructuring Term Sheet (as defined below) and the Bank Term Sheets (as defined below) and the Bank Loan Documents (as defined below), which set forth the terms and conditions of (i) the Exchange Offer, (ii) the Pre-Packaged Plan (as defined below), (iii) the Consent Solicitation and the Old Indenture Amendments, (iv) the consensual modification of the Wachovia Credit Facility (as defined below), (v) the consensual modification of the CoBank Credit Facility (as defined below), (vi) the Charter Amendment, (vii) the Private Placement, and (viii) the Stockholders Agreement Amendment.

         Knology, Broadband, Valley, Wachovia, CoBank, the Stockholders, and the Noteholders desire that Knology conduct the Exchange Offer as soon as practicable on the terms described in the Restructuring Term Sheet to accomplish the Restructuring, or, if necessary under the terms of the Restructuring Term Sheet, that Broadband commence a case under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Georgia to accomplish the Restructuring through the confirmation of the Pre-Packaged Plan (the “Pre-Packaged Proceeding”).

         Therefore, in consideration of the premises and the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties signatory to this Agreement hereby agrees as follows:

         1.       Definitions.

         As used in this Agreement, the terms defined in this Agreement shall have the meaning ascribed to such terms in this Agreement, terms defined in the Restructuring Term Sheet unless otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Restructuring Term Sheet, and the following terms shall have the following meanings:

         “Agreement” means this Agreement, including the Schedules, Annexes and Exhibits hereto (including any agreements incorporated herein or therein), all of which are incorporated by reference herein.

         “Bank Term Sheets” means, collectively, the CoBank Term Sheet attached hereto as Annex B-1 (the “CoBank Term Sheet”) and the Wachovia Term Sheet attached hereto as Annex C-1 (the “Wachovia Term Sheet”), which set forth the material terms and conditions of the consensual modification to the CoBank Credit Facility and the Wachovia Credit Facility, respectively, and which summarize generally the terms and conditions of the CoBank Loan Documents and the Wachovia Loan Documents, respectively.

         “Bank Loan Documents” means, collectively, (i) the CoBank Loan Documents attached hereto as Annex B-2 (the “CoBank Loan Documents”), which are the definitive operative documents to be executed and delivered by the parties thereto to effect the consensual modification of the CoBank Credit Facility, and (ii) the Wachovia Loan Documents listed in Annex C-2 (the “Wachovia Loan Documents”),

which will reflect the terms set forth in the Wachovia Term Sheet and will be the definitive operative documents to be executed and delivered by the parties thereto to effect the consensual modification of the Wachovia Credit Facility.

         “CoBank Credit Facility” means that certain existing $40 million, 10-year senior secured credit facility by and among Globe Communications, Inc., Interstate Telephone Company and Valley, as borrowers, and CoBank, as lender, to be modified and as more particularly described in Annex B-1 attached hereto and the CoBank Loan Documents included in Annex B-2 attached hereto.

         “Eligible Offeree” means a holder of Old Notes, other than Valley, that is an “Accredited Investor,” a “qualified institutional buyer” or a person other than a “U.S. Person,” in each case as such terms are defined in the Securities Act.

         “Informal Noteholders’ Committee” means the informal committee of beneficial owners of the Old Notes that have negotiated the terms of the Restructuring with Knology, the names and addresses of such beneficial owners and the principal amount at maturity of the Old Notes collectively owned by the committee members being set forth in Schedule C to this Agreement.

         “Joinder Agreement” means the agreement to be entered into by and among Knology and each holder of Old Notes who receives New Notes in the Restructuring pursuant to which such holder of Old Notes shall become party to the Stockholders Agreement, dated as of February 7, 2000, as amended as of January 12, 2001, and as it may be further amended as contemplated by the Restructuring Term Sheet, by and among Knology and the other stockholders party thereto.

         “Material Adverse Change” means any change in the business or operations of Knology and its subsidiaries, taken as a whole (whether financial or otherwise) that would have a material adverse effect on the ability of Knology, Valley or Broadband, as applicable, to perform fully and punctually its obligations under and in respect of (i) this Agreement and the Restructuring, (ii) the Wachovia Loan Documents, or (iii) the CoBank Loan Documents; provided that the filing of the Pre-Packaged Proceeding shall not constitute a Material Adverse Change.

         “Minimum Tender Condition” means there being validly tendered and not withdrawn 100% of the Old Notes held by Eligible Offerees in order to complete the Exchange Offer.

         “Old Indenture” means the indenture (as amended, modified or supplemented from time to time), dated as of October 22, 1997, between Broadband, as issuer, and United States Trust Company of New York, a bank and trust company organized under New York law, as indenture trustee.

         “Old Indenture Amendments” means an amendment to the Old Indenture, which, among other things, deletes substantially all of the covenants contained in the Old Indenture.

         “Old Notes” means the 11-7/8% Senior Discount Notes due 2007 in the aggregate principal amount at maturity of $444.1 million issued by Broadband pursuant to the Old Indenture.

         “Person” means any individual, partnership, corporation, limited liability company, association, trust, joint venture, unincorporated organization or other entity.

         “Required Noteholders” means (i) the Other Noteholders holding, beneficially or of record, at least 75% in aggregate principal amount at maturity of the Old Notes held by Other Noteholders, and (ii) SCANA.

          “Registration Rights Agreement” means the agreement to be entered into by and among Knology and the holders of the Old Notes who tender such Old Notes in the Exchange Offer, pursuant to which Knology has agreed to use best efforts to exchange notes (substantially similar to the New Notes) registered under the Securities Act, for unregistered New Notes issued in the Exchange Offer, as more fully set forth in the Restructuring Term Sheet and to grant certain registration rights to holders of New Notes who are affiliates (within the meaning of Rule 144 under the Securities Act) of Knology.

         “Restructuring Term Sheet” means that certain Restructuring Term Sheet attached hereto as Annex A which sets forth the material terms and conditions of the Restructuring.

         “Securities Act” means the Securities Act of 1933, as amended.

         “Special Committee of the Board of Directors” means the special committee of the Board of Directors of Knology formed to evaluate the Restructuring and consisting of Richard S. Bodman, William Laverack, Jr. and Campbell B. Lanier III.

         “Transfer” means to directly or indirectly (i) sell, pledge, assign, encumber, grant an option with respect to, transfer or dispose of any participation or interest (voting or otherwise) in or (ii) enter into an agreement, commitment or other arrangement to sell, pledge, assign, encumber, grant an option with respect to, transfer or dispose of any participation or interest (voting or otherwise) in, or the act thereof.

         “Wachovia Credit Facility” means that certain existing $15,465,000 senior secured credit facility by and among Wachovia, as lender, Broadband, as guarantor, and the subsidiaries of Broadband, as borrowers, to be amended and restated as more particularly described in Annex C-1 attached hereto and the Wachovia Loan Documents included in Annex C-2 attached hereto.

         2.       Agreement to Complete the Restructuring.

         Subject to the terms and conditions of this Agreement, the parties to this Agreement agree to use reasonable efforts to complete the Restructuring through the Exchange Offer, the Consent Solicitation, the execution and delivery of the CoBank Loan Documents, the Wachovia Loan Documents, the Charter Amendment, the Private Placement and the Stockholders Agreement Amendment, as each is described in the Restructuring Term Sheet, the CoBank Term Sheet and the Wachovia Term Sheet; or, alternatively, if the Minimum Tender Condition is not satisfied or waived or Knology is otherwise not able to consummate the Exchange Offer but the required consents of holders of Old Notes, Wachovia and Knology are received to confirm the Pre-Packaged Plan, then through the Pre-Packaged Plan in accordance with the terms of the Restructuring Term Sheet, the CoBank Term Sheet and the Wachovia Term Sheet. Notwithstanding the foregoing, (a) neither Wachovia nor any affiliate thereof shall have (i) any obligation to provide any financing or arrange any financing other than the Wachovia Credit Facility or (ii) to provide any further advances under the Wachovia Credit Facility as in effect on the date hereof, (b) neither CoBank nor any affiliate thereof shall have any obligation to provide any financing or arrange any financing other than the CoBank Credit Facility, and (c) neither ITC nor SCANA nor any of their respective affiliates shall have any obligation to provide any financing or arrange any financing (including, without limitation, any financing contemplated by Section 14 hereof) other than the New Notes and the payment of the purchase price for the Private Placement Shares in exchange for delivery of such Private Placement Shares at the consummation of the Exchange Offer or pursuant to the Pre-Packaged Plan, as applicable. Moreover, the obligations of all parties hereunder are several and not joint nor joint and several and no party hereto shall be responsible for the failure of any other party hereto to perform its obligations hereunder.

         3.       Knology’s and Broadband’s Obligations to Support the Restructuring.

                       (a)   Knology and Broadband agree to use their respective best efforts to commence the Exchange Offer by July 19, 2002 and to use their respective best efforts to complete the same within 30 business days of the date of commencement of the Exchange Offer in accordance with the terms set forth in the Restructuring Term Sheet, the CoBank Term Sheet and the Wachovia Term Sheet.

                       (b)   Knology agrees that it will not waive the Minimum Tender Condition without the consent of the Special Committee of the Board of Directors and the Required Noteholders.

                       (c)   If all of the conditions to the Exchange Offer cannot be satisfied and/or waived by October 2, 2002, but the required consents of holders of Old Notes, Wachovia and Knology are received to confirm the Pre-Packaged Plan, then on such date (or such later date as the Required Noteholders and each Bank may agree), Broadband shall file the Pre-Packaged Proceeding and seek confirmation of the Pre-Packaged Plan.

                       (d)   Neither Knology nor Broadband shall, without the prior written consent of the Required Noteholders and each Bank: (i) initiate any exchange offer for Old Notes except the Exchange Offer described in the Restructuring Term Sheet; or (ii) otherwise seek to restructure Knology or Broadband except through the Restructuring in accordance with the Restructuring Term Sheet.

                       (e)   Subject to the terms and conditions set forth in this Agreement, Knology and Broadband shall perform all their respective obligations hereunder and under the Restructuring Term Sheet, the CoBank Term Sheet and the Wachovia Term Sheet, including:

                       (f)   Knology and Broadband further agree that they will not object to, or otherwise commence any proceeding to oppose, the Restructuring and shall not take any action that is inconsistent with, or that would unreasonably delay the consummation of, the Restructuring.

         4.       Valley’s Obligations to Support the Restructuring.

                       (a)   Subject to the terms and conditions set forth in this Agreement, Valley agrees with Knology, Broadband, CoBank, Wachovia and each Noteholder to: (i) tender for cancellation all of the Old Notes held by Valley at the closing of the Exchange Offer in consideration for receipt from Broadband of a limited guaranty of the CoBank Credit Facility; (ii) within ten business days following the

commencement of the Exchange Offer, vote to accept the Pre-Packaged Plan and (iii) vote to reject any plan of reorganization for Broadband that does not contain the terms of the Restructuring substantially as set forth in the Restructuring Term Sheet.

                       (b)   Valley may not revoke or withdraw the tender for cancellation of the Old Notes held by Valley.

                       (c)   Valley agrees that (i) it will not vote for, consent to, provide any support for, participate in the formulation of, or solicit or encourage others to formulate any other tender offer, settlement offer, or exchange offer for the Old Notes other than the Exchange Offer; and (ii) it will permit public disclosure, including in a press release, of the contents of this Agreement, including, but not limited to, the commitments given in this Section 4.

                       (d)   Valley further agrees that it will not object to, or otherwise commence any proceeding to oppose, the Restructuring and shall not take any action that is inconsistent with, or that would unreasonably delay the consummation of, the Restructuring.

                       (e)   Valley further agrees that any Old Notes acquired by Valley following the date of this Agreement shall be subject to the terms hereof and shall be subject to the same treatment in the Restructuring as the Old Notes held by Valley as of the date hereof.

         5.       Noteholders’ Obligations to Support the Restructuring. Subject to the terms and conditions set forth in this Agreement, including paragraph 5(g):

                       (a)   Each Noteholder agrees with Knology, Broadband, Valley, CoBank, Wachovia and each other Noteholder, in connection with and conditioned upon consummation of the Restructuring upon the terms set forth in the Restructuring Term Sheet, to: (i) use its reasonable efforts to tender its Old Notes pursuant to and in accordance with the Exchange Offer and the other terms and conditions of the Restructuring Term Sheet within ten business days following the commencement of the Exchange Offer but in no event later than five business days prior to the original expiration date of the Exchange Offer; (ii) grant its consent pursuant to the Consent Solicitation and agree to the Old Indenture Amendments; (iii) use its reasonable efforts to vote to accept the Pre-Packaged Plan within ten business days following the commencement of the Exchange Offer but in no event later than five business days prior to the original expiration date of the Exchange Offer; (iv) support and otherwise consent to the restructuring and amendment of the CoBank Credit Facility and the Wachovia Credit Facility in accordance with the CoBank Term Sheet, the Wachovia Term Sheet, and the CoBank Loan Documents and the Wachovia Loan Documents; and (v) vote to reject any plan of reorganization for Broadband or Knology that does not contain the terms of the Restructuring substantially as set forth in the Restructuring Term Sheet. Each Noteholder acknowledges that by tendering its Old Notes in the Exchange Offer, it will be deemed to have delivered the consents required in the Consent Solicitation for the Old Indenture Amendments, and to have executed the Joinder Agreement and the Registration Rights Agreement, all as more fully described in the Restructuring Term Sheet.

                       (b)   Each of the Other Noteholders hereby agrees that it shall not Transfer any of the Old Notes unless the transferee agrees in writing to be bound by all of the terms and conditions of this Agreement by executing a counterpart signature page of this Agreement and such Noteholder provides a copy of such executed signature page to the Noteholders’ counsel and Knology’s counsel as set forth in this Agreement. Any Transfer of the Old Notes that does not comply with the foregoing shall be deemed ineffective to Transfer any right to accept or reject the Exchange Offer, to consent to the Old Indenture Amendments, or to accept the Pre-Packaged Plan, which right shall remain with and be exercised only by the purported transferor.

                       (c)   Each of Valley, SCANA and the Burton Partnerships hereby agrees that it shall not Transfer any of the Old Notes. Any Transfer of the Old Notes in violation of the foregoing shall be deemed ineffective to Transfer any right to accept or reject the Exchange Offer, to consent to the Old Indenture Amendments, or to accept the Pre-Packaged Plan, which right shall remain with and be exercised only by the purported transferor.

                       (d)   No Noteholder may revoke or withdraw any tender made by such Noteholder of such Noteholder’s Old Notes pursuant to the Exchange Offer or revoke or modify any consent thereby delivered by such Noteholder pursuant to the Consent Solicitation.

                       (e)   Each Noteholder agrees that (i) it will not vote for, consent to, provide any support for, participate in the formulation of, or solicit or encourage others to formulate any other tender offer, settlement offer, or exchange offer for the Old Notes other than the Exchange Offer; (ii) it will use its reasonable and appropriate efforts to cause the Informal Noteholders’ Committee to take all actions deemed advisable in order to cause the consummation of the Exchange Offer; and (iii) it will permit public disclosure, including in a press release, of the contents of this Agreement, including, but not limited to, the commitments given in this Section 5 and the Restructuring Term Sheet, but not including information with respect to such Noteholder’s specific ownership of Old Notes.

                       (f)   Each Noteholder further agrees that it will not object to, or otherwise commence any proceeding to oppose, the Restructuring and shall not take any action that is inconsistent with, or that would unreasonably delay the consummation of, the Restructuring.

                       (g)   Nothing in this Agreement shall be deemed to prevent any Noteholder from taking any action that it is obligated to take in the performance of any fiduciary or similar duty which the Noteholder owes to any other Person, including any duties that may arise as a result of any Noteholder’s appointment to any committee in the Pre-Packaged Proceeding or any other bankruptcy or insolvency proceeding.

                       (h)   Each Noteholder acknowledges and agrees with Knology, Broadband, Valley and each other Noteholder that the principal amount of the New Notes and the number of shares of New Preferred Stock to be received by each of SCANA and the Burton Partnerships in the Restructuring in exchange for each Old Note that each of SCANA and the Burton Partnerships owns, as set forth in the Restructuring Term Sheet, will be different from the principal amount of the New Notes and the number of shares of New Preferred Stock to be received by each Other Noteholder in the Restructuring in exchange for each Old Note each Other Noteholder owns, as set forth in the Restructuring Term Sheet.

                       (i)         Each Noteholder further agrees that any Old Notes acquired by such Noteholder following the date of this Agreement shall be subject to the terms and conditions of this Agreement and shall be subject to the same treatment in the Restructuring as the Old Notes held by such Noteholder as of the date hereof.

         6.       Stockholders’ Obligations to Support the Restructuring.

                       (a)   Subject to the terms and conditions set forth in this Agreement, the Stockholders agree, with each other Stockholder and with the Noteholders, in connection with and conditioned upon consummation of the Restructuring upon the terms set forth in the Restructuring Term Sheet, at every meeting of the stockholders of Knology called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Knology, to vote in favor of the adoption of the Charter Amendment. Subject to the terms and conditions set forth in this Agreement, the

Stockholders agree, in connection with and conditioned upon consummation of the Restructuring upon the terms set forth in the Restructuring Term Sheet, to (i) execute the Stockholders Agreement Amendment, and (ii) waive any preemptive rights they may have pursuant to the Stockholders Agreement or otherwise with respect to the Private Placement, the Exchange Offer or the Pre-Packaged Plan.

                       (b)   Subject to the terms and conditions set forth in this Agreement:

                       (c)   Each Stockholder further agrees that it will not object to, or otherwise commence any proceeding to oppose, the Restructuring and shall not take any action that is inconsistent with, or that would unreasonably delay the consummation of, the Restructuring.

                       (d)   Nothing in this Agreement shall be deemed to prevent any Stockholder from taking any action that it is obligated to take in the performance of any fiduciary or similar duty which the Stockholder owes to any other Person, including any duties that may arise as a result of any Stockholder’s appointment to any committee in the Pre-Packaged Proceeding or any other bankruptcy or insolvency proceeding.

         7.       Obligations with Respect to CoBank Credit Facility

                       (a)   Subject to the terms and conditions of this Agreement, simultaneously with the consummation of the Exchange Offer, or upon effectiveness of the Pre-Packaged Plan, CoBank and the other applicable parties thereto shall consummate the consensual modification of the CoBank Credit Facility on the terms set forth in the CoBank Term Sheet and shall execute the CoBank Loan Documents. Further, the parties to the CoBank Loan Documents shall use all reasonable efforts to satisfy all conditions precedent to the effectiveness of the CoBank Loan Documents including the execution and delivery of all required certificates, opinions, and all other closing conditions. Further, the parties to the CoBank Loan Documents shall execute such other security or other closing documents, and take such further actions, as may be reasonably requested by CoBank to give further effect or otherwise implement the consensual modification of the CoBank Credit Facility as contemplated by the CoBank Term Sheet.

                       (b)   CoBank agrees that it shall not Transfer any of its right, title or interest in and to the CoBank Credit Facility unless (w) CoBank provides written notice, to the address set forth in Section 22,

of the Transfer to Knology; (x) such notice identifies the transferee, identifies the portion of the CoBank Credit Facility that is subject to the Transfer and confirms that the transferee has agreed to be bound by all of the terms and conditions of this Agreement; (y) the transferee agrees in writing to be bound by all of the terms and conditions of this Agreement by executing a counterpart signature page of this Agreement; and (z) CoBank provides a copy of such executed signature page to Knology; provided that nothing herein shall prohibit CoBank from pledging or assigning all or any portion of the CoBank Credit Facility to any Federal Reserve Bank in accordance with applicable law or in connection with any financing by CoBank. Any Transfer of the CoBank Credit Facility that does not comply with the foregoing shall be deemed ineffective to Transfer any interest in the CoBank Credit Facility and any right to accept or reject the Exchange Offer, to consent to the modification of the CoBank Loan Document, or to accept the Pre-Packaged Plan, which right shall remain with and be exercised only by the purported transferor.

                       (c)   CoBank agrees that (i) it will not vote for, consent to, provide any support for, participate in the formulation of, or solicit or encourage others to formulate, any other tender offer, settlement offer or exchange offer for the Old Notes other than the Exchange Offer or any other modification or amendment to the CoBank Credit Facility other than pursuant to the CoBank Term Sheets and the CoBank Loan Document and (ii) it will permit the public disclosure, including a press release, of the contents of this Agreement, including, but not limited to, the commitments in this Section 7 and the contents of the CoBank Term Sheet.

                       (d)   CoBank agrees that it will not object to, or otherwise commence any proceeding to oppose, the Restructuring and shall not take any action that is inconsistent with, or that would unreasonably delay the consummation of, the Restructuring.

                       (e)   Nothing in this Agreement shall be deemed to prevent CoBank from taking any action that it is obligated to take in the performance of any fiduciary or similar duty which CoBank owes to any other Person.

         8.       Obligations with Respect to Wachovia Credit Facility.

                       (a)   Subject to the terms and conditions of this Agreement, simultaneously with the consummation of the Exchange Offer, or upon effectiveness of the Pre-Packaged Plan, Wachovia and the other applicable parties thereto shall consummate the consensual modification of the Wachovia Credit Facility on the terms set forth in the Wachovia Term Sheet and shall execute the Wachovia Loan Documents. Further, the parties to the Wachovia Loan Documents shall use all reasonable efforts to satisfy all conditions precedent to the effectiveness of the Wachovia Loan Documents including the execution and delivery of all required certificates, opinions, and all other closing conditions. Further, the parties to the Wachovia Loan Documents shall execute such other security or other closing documents, and take such further actions, as may be reasonably requested by Wachovia to give further effect or otherwise implement the consensual modification of the Wachovia Credit Facility as contemplated by the Wachovia Term Sheet.

                       (b)   Wachovia agrees that it shall not Transfer any of its right, title or interest in and to the Wachovia Credit Facility, respectively, unless (w) Wachovia provides written notice, to the address set forth in Section 22, of the Transfer to Knology; (x) such notice identifies the transferee, identifies the portion of the Wachovia Credit Facility that is subject to the Transfer and confirms that the transferee has agreed to be bound by all of the terms and conditions of this Agreement; (y) the transferee agrees in writing to be bound by all of the terms and conditions of this Agreement by executing a counterpart signature page of this Agreement; and (z) Wachovia provides a copy of such executed signature page to Knology; provided that nothing herein shall prohibit Wachovia from pledging or assigning all or any portion of the Wachovia Credit Facility, as applicable, to any Federal Reserve Bank in accordance with

applicable law. Any Transfer of the Wachovia Credit Facility that does not comply with the foregoing shall be deemed ineffective to Transfer any interest in the Wachovia Credit Facility as the case may be, and any right to accept or reject the Exchange Offer, to consent to the modification of the Wachovia Loan Documents, or to accept the Pre-Packaged Plan, which right shall remain with and be exercised only by the purported transferor.

                       (c)   Wachovia agrees that (i) it will not vote for, consent to, provide any support for, participate in the formulation of, or solicit or encourage others to formulate, any other tender offer, settlement offer or exchange offer for the Old Notes other than the Exchange Offer or any other modification or amendment to the Wachovia Credit Facility other than pursuant to the Wachovia Term Sheet and the Wachovia Loan Documents and (ii) it will not object to the public disclosure, including a press release, of the contents of this Agreement, including, but not limited to, the commitments in this Section 8 and the contents of the Wachovia Term Sheet.

                       (d)   Wachovia agrees that it will not object to, or otherwise commence any proceeding to oppose, the Restructuring and shall not take any action that is inconsistent with, or that would unreasonably delay the consummation of, the Restructuring.

                       (e)   Nothing in this Agreement shall be deemed to prevent Wachovia from taking any action that it is obligated to take in the performance of any fiduciary or similar duty which such Person owes to any other Person, including any duties that may arise as a result of Wachovia’s appointment to any committee in the Pre-Packaged Proceeding.

                       (f)   By executing this Agreement, Wachovia agrees to temporarily waive compliance by Broadband and its subsidiaries with the financial covenants set forth in Section 9.4(a) and Section 9.4(b) of the Wachovia Credit Facility for the periods ending June 30, 2002 and September 30, 2002 (the “Temporary Waiver”). The Temporary Waiver shall immediately expire and be of no further force or effect if this Agreement is terminated as provided in Section 13. Upon the expiration of the Temporary Waiver, Wachovia shall have and shall be permitted to exercise any rights and remedies under the Wachovia Credit Facility or under applicable law with respect to any breach of Section 9.4(a) or Section 9.4(b) of the Wachovia Credit Facility that occurred during the Temporary Waiver. The agreements of Wachovia in this Agreement are not, and should not be construed either (i) as a commitment or any other undertaking or expression of any willingness to engage in any other waiver, amendment, modification or other change to any provision of the Wachovia Credit Facility (including, without limitation, any extension of the maturity date thereof) other than the amendment and restatement described in the preceding three sentences and in the Wachovia Term Sheet or (b) to prejudice any rights or remedies that Wachovia, as Lender, may now have or may have in the future under or in connection with the Wachovia Credit Facility or the other Loan Documents (as defined in the Wachovia Credit Facility).

         9.       Obligations of All Parties to Support the Restructuring. Subject to the terms and conditions of this Agreement, simultaneously with the consummation of the Exchange Offer, or upon effectiveness of the Pre-Packaged Plan, the applicable parties thereto agree as follows:

                       (a)   Subject to Section 2 of this Agreement, each party to this Agreement agrees that so long as it is the legal owner or beneficial owner of all or any portion of either a referenced “claim” or referenced “interest” within the meaning of 11 U.S.C. §§ 101, et seq. (each a “Claim”), it will: (i) take all reasonable steps to support the Pre-Packaged Plan, defend the adequacy of pre-petition disclosure and solicitation procedures in connection with the Pre-Packaged Plan, the Exchange Offer, the CoBank Term Sheet, the Wachovia Term Sheet, the CoBank Loan Documents and the Wachovia Loan Documents and, to the extent necessary, support the adequacy of any post-petition disclosure statement that may be required by the bankruptcy court and circulated in connection herewith or therewith; (ii) support

confirmation of the Pre-Packaged Plan including, but not limited to, filing the appropriate pleadings and taking such other actions as Broadband may reasonably request to obtain confirmation of the Pre-Packaged Plan and the execution of the CoBank Loan Documents and the Wachovia Loan Documents in connection therewith; (iii) from and after the date hereof, not agree to, consent to, provide any support to, participate in the formulation of, or vote for any plan of reorganization or liquidation of Knology or Broadband, other than the Pre-Packaged Plan; and (iv) agree to permit disclosure in the Pre-Packaged Plan or any document ancillary thereto (hereinafter a “Reorganization Document”) or any necessary filings by Knology or Broadband with the Securities and Exchange Commission (the “Commission”) of the contents of this Agreement (excluding information with respect to any Noteholder’s specific ownership of Old Notes).

                       (b)   Each party to this Agreement agrees that so long as it is a holder of all or any portion of a Claim, it shall not object to or otherwise commence any proceeding to oppose or alter the Pre-Packaged Plan or any other Reorganization Document and shall not take any action which is inconsistent with, or that would unreasonably delay or impede approval or confirmation of the Pre-Packaged Plan or any of the Reorganization Documents. Without limiting the generality of the foregoing, no party may directly or indirectly seek, solicit, support or encourage any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of any of Knology or Broadband that could reasonably be expected to prevent, delay or impede the confirmation of the Pre-Packaged Plan or approval of any Reorganization Document.

                       (c)   In furtherance of paragraphs 9(a) and (b) above, no party hereto, either prior to or during the pendency of the Pre-Packaged Proceeding, shall challenge or contest the validity, binding nature, due authorization or enforceability of any document or instrument evidencing the CoBank Credit Facility or the Wachovia Credit Facility or any CoBank Loan Document or any Wachovia Loan Document or any term or condition thereof and no party shall, either prior to or during the pendency of the Pre-Packaged Proceeding, seek to alter, amend or supplement any CoBank Loan Document or any Wachovia Loan Document without the prior written consent of CoBank and/or Wachovia, as applicable. Further, no party hereto, either prior to or during the pendency of the Pre-Packaged Proceeding, shall challenge or contest the validity, enforceability, perfection or priority of (or shall seek to alter the priority of) any existing lien or security interest in favor of CoBank and/or Wachovia or any lien or security interest granted to CoBank and/or Wachovia pursuant to the CoBank Loan Documents or the Wachovia Loan Documents.

                       (d)   Each of CoBank and Wachovia agree that, notwithstanding anything contained in the existing documents and instruments evidencing the CoBank Credit Facility and the Wachovia Credit Facility or in the Bank Loan Documents to the contrary, the filing by Broadband of the Pre-Packaged Proceeding alone shall not constitute a “material adverse change” (or like phrase) thereunder and in and of itself shall not in any event give rise to the ability of CoBank and/or Wachovia, as the case may be, to accelerate the indebtedness evidenced thereby or cease making advances thereunder; provided, however, except as expressly provided otherwise in this Agreement, this Agreement shall not otherwise interfere with the enforcement or administration by CoBank of the CoBank Credit Facility. In reliance upon the representations, warranties and covenants of Knology and Broadband contained in this Agreement, and subject to the terms and conditions of this Agreement, (i) Wachovia agrees to forbear from exercising its rights and remedies under the Wachovia Credit Facility and related loan documents or applicable law in respect of or arising out of any “Default” (as defined in the Wachovia Credit Facility) or “Event of Default” (as defined in the Wachovia Credit Facility) arising under (A) Section 12.1(a) of the credit agreement evidencing the Wachovia Credit Facility resulting from the failure, if any, of Broadband and its subsidiaries to repay the Wachovia Credit Facility in full on November 15, 2002 so long as Broadband and its subsidiaries continue to pay interest in accordance with the terms of the Wachovia Credit Facility or (B) Section 12.1(j) of the credit agreement evidencing the Wachovia Credit Facility resulting from the

filing by Broadband of the Pre-Packaged Proceeding (any such “Default” or “Event of Default” described in the foregoing clauses (A) and (B), a “Forbearance Default”) subject to the terms and conditions of this Agreement until this Agreement is terminated provided in Section 13. If this Agreement is terminated as provided in Section 13, the agreement of Wachovia to forbear shall automatically and without further action terminate and be of no force and effect, it being expressly agreed that the effect of such termination will be to permit Wachovia to exercise such rights and remedies immediately; provided however, that nothing herein shall be construed as a waiver by Knology or Broadband of any right it may have as a “debtor” under the Pre-Packaged Proceeding or other bankruptcy proceeding. The parties hereto agree and acknowledge that Wachovia has not waived, is not by this Agreement waiving, and has no intention of waiving, any “Defaults” or “Events of Default” which have occurred and may be continuing on the date hereof or any “Defaults” or “Events of Default” (including any Forbearance Default) which may occur after the date hereof, and Wachovia has not agreed to forbear with respect to any of its rights or remedies concerning any “Default” or “Event of Default” (other than, prior to the termination of this Agreement as provided in Section 13, any Forbearance Default to the extent expressly set forth herein), which may have occurred or are continuing as of the date hereof or which may occur after the date hereof. Moreover, subject to the provisions of this Section 9(d) (solely with respect to any Forbearance Default), Wachovia reserves the right, in its discretion, to exercise any or all of its rights and remedies under the Wachovia Credit Facility and the related loan documents and applicable law as a result of any “Default” or “Event of Default” which may have occurred and be continuing on the date hereof or any “Default” or “Event of Default” which may occur after the date hereof, and Wachovia has not waived any of such rights or remedies, and nothing in this Agreement, and no delay on its part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remedies; provided, however, that as of the date of this Agreement, Wachovia has no knowledge that any “Default” or “Event of Default” exists. Without limiting the generality of the foregoing, the neither Knology nor any subsidiary thereof (including Broadband and its subsidiaries) will claim that any prior action or course of conduct by the Wachovia constitutes an agreement or obligation to continue such action or course of conduct in the future. Nothing in this Agreement shall be construed as an amendment to the Wachovia Credit Facility or any related loan document and, conversely, nothing in this Agreement should constitute a waiver of any rights Broadband or Knology may have as a “debtor” in the Pre-Packaged Proceeding or any other bankruptcy proceeding. The Wachovia Credit Facility and the related loan documents are in full force and effect, and shall remain in full force and effect unless and until an agreement modifying such documents is executed and delivered by the applicable parties, and then only to the extent such agreement actually modifies such documents.

         10.      Obligations of SCANA and ITC to Participate in the Private Placement.

                       (a)   Subject to the terms and conditions set forth in this Agreement, SCANA agrees to subscribe for and purchase 6,500,000 shares of Knology’s Series C Preferred Stock at $3.00 per share in the Private Placement.

                       (b)   Subject to the terms and conditions set forth in this Agreement, ITC agrees to subscribe for and purchase 6,500,000 shares of Knology’s Series C Preferred Stock at $3.00 per share in the Private Placement.

         11.      Effectiveness of this Agreement.

         The effectiveness of this Agreement, and the respective obligations of the parties under this Agreement, are conditioned upon the receipt of the consent and signature of Knology, Broadband, Valley, SCANA, the Burton Partnerships, ITC, the Banks, the Other Stockholders and Other Noteholders holding 60% of the aggregate principal amount at maturity of the Old Notes held by holders of Old Notes, other than Valley, SCANA or the Burton Partnerships.

         12.      Amendments to the Restructuring.

         Knology shall not alter the material terms of the Restructuring without the prior written consent of the Required Noteholders, the Banks, J. H. Whitney IV, L.P. and Blackstone CCC Capital Partners L.P., except that Knology may amend the terms of the Exchange Offer to: (i) extend the expiration date of the Exchange Offer to any date not later than September 30, 2002, if at the time of any such extension the conditions to closing set forth in the Exchange Offer shall not have been satisfied or waived as provided in this Agreement; and (ii) comply with any legal requirement binding on Knology, Broadband, Valley or their respective officers, directors or stockholders; provided that any amendment made pursuant to this clause (ii) that is a material alteration of the terms of the Restructuring must be approved by the Required Noteholders.

         13.      Termination of Agreement.

         Notwithstanding anything to the contrary set forth in this Agreement, unless the Restructuring has been consummated as provided in this Agreement, this Agreement and all of the obligations and undertakings of the various parties set forth in this Agreement shall terminate and expire upon the earliest to occur of: (i) October 2, 2002 (provided that if a Pre-Packaged Proceeding is filed as set forth in Section 3(c), such date shall be December 31, 2002); (ii) written notice from the Other Noteholders of the vote to terminate this Agreement by Other Noteholders holding, beneficially or of record, at least 75% in aggregate principal amount at maturity of the Old Notes held by Other Noteholders upon the occurrence of a Material Adverse Change; (iii) written notice from Wachovia of its intent to terminate this Agreement upon the occurrence of a Material Adverse Change; (iv) written notice from CoBank of its intent to terminate this Agreement upon the occurrence of a Material Adverse Change; (v) written notice from ITC or SCANA of its intent to terminate this Agreement upon the occurrence of a Material Adverse Change; (vi) a material alteration by Knology of the terms of the Restructuring not permitted under Section 12; (vii) a material breach by Knology, Broadband or Valley of their respective obligations, representation or warranties under this Agreement; (viii) the day preceding the filing of any bankruptcy or insolvency proceeding involving Broadband or Knology other than the Pre-Packaged Proceeding contemplated by this Agreement; (ix) the occurrence of any “Default” or “Event of Default” (as defined in the Wachovia Credit Facility) other than a Forbearance Default under the Wachovia Credit Facility; (x) the occurrence of any “Default” or “Event of Default” (as defined in the CoBank Credit Facility); (xi) failure to satisfy the conditions precedent described in the Wachovia Term Sheet by October 2, 2002 (or, if a Pre-Packaged Proceeding is filed as set forth in Section 3(c), December 31, 2002); (xii) the failure of the Bankruptcy Court to permit (on a post-petition basis) Broadband and its subsidiaries to make and receive intercompany advances in accordance with the DIP Financing and the Cash Collateral Order; and (xiii) the failure of Knology to advance funds to Broadband upon Broadband’s request as provided Section 14 of this Agreement.

         14.      Pre-Closing Funding; Debtor-in-Possession Financing.

                       (a)   All parties hereto agree that, prior to the consummation of the Exchange Offer, Broadband may continue borrowing, and Knology will, upon Broadband’s request, continue making advances of up to $10.0 million of additional loans pursuant to, and under the terms and conditions of, that certain Subordinated Intercompany Credit Agreement Promissory Note, dated January 1, 2002, executed and delivered by Broadband in favor of Knology (the “Intercompany Loan Facility” and together with all pledge agreements, security agreements, guaranty agreements, mortgages and deeds to secure debt delivered by Broadband or any subsidiary thereof in connection with the Intercompany Loan Facility, collectively, the “Intercompany Loan Facility Documents”), the terms of which are summarized in Annex D attached hereto. To fund the Intercompany Loan Facility, at any time prior to, in the case of the Exchange Offer, October 2, 2002, or, in the case of a Pre-Packaged Proceeding, December 31, 2002,

Knology may (i) request, and ITC may (but shall not be obligated to) provide either an advance on the Private Placement in the form of debt issued to ITC or (ii) obtain bridge financing from a third-party lender (in either case, the “Bridge Financing”). As collateral security for the obligations of Knology under any such interim funding arrangement, ITC or such third-party lender may obtain a collateral assignment of the Intercompany Loan Facility and the collateral security of Knology granted by Broadband in connection therewith; provided that any such assignee of the Intercompany Loan Facility Documents shall expressly agree in writing to be subordinated to the Wachovia Credit Facility pursuant to the terms of the Subordination Agreement (as defined below). Upon consummation of the Exchange Offer or effectiveness of Pre-Packaged Plan, (i) all indebtedness and obligations of Broadband under the Intercompany Loan Facility, and all liens and security interests granted by Broadband and its subsidiaries in favor of Knology thereunder (whether assigned to any other party as described herein or otherwise), shall be automatically discharged, extinguished and released in consideration for receipt from Broadband of a limited guaranty of the CoBank Credit Facility and (ii) all indebtedness and obligations of Knology under the Bridge Financing will be either (x) in the event the Bridge Financing was provided by ITC, automatically converted into Private Placement Shares or (y) in the event the Bridge Financing is provided by a third-party lender, repaid in full on the date of the consummation of the Exchange Offer or effectiveness of Pre-Packaged Plan with a portion of the proceeds of the Private Placement.

                       (b)   In the event Broadband commences the Pre-Packaged Proceeding, Broadband may continue to obtain financing from Knology pursuant to the Intercompany Loan Facility without any modification or amendment, except that such financing shall now constitute debtor-in-possession financing (the “DIP Financing”). Each party hereto hereby consents to the DIP Financing and no party hereto shall seek to amend the terms of the DIP Financing or seek to prohibit Broadband from obtaining the DIP Financing on the terms and conditions set forth on Annex D. Knology, or an assignee thereof pursuant to the Bridge Financing, acknowledges that the DIP Financing shall continue to be subordinated to the Wachovia Credit Facility pursuant to the terms of that certain Intercreditor and Subordination Agreement dated as of January 1, 2002 (the “Subordination Agreement”) by and among Broadband, Knology and Wachovia, as Administrative Agent and that the DIP Financing shall constitute “Junior KNOLOGY Debt” for purposes of the Subordination Agreement (which such acknowledgement by any lender not a party to this Agreement shall be evidenced by writing). By entering into this Agreement, Wachovia has consented to the exercise by Knology of its voting rights referred to in Section 4.1 of the Subordination Agreement in a manner consistent with the terms of this Agreement unless and until this Agreement is terminated as provided in Section 13. Upon the effectiveness of the Pre-Packaged Plan, (i) all indebtedness and obligations of Broadband under the Intercompany Loan Facility, and all liens and security interests granted by Broadband and its subsidiaries in favor of Knology thereunder (whether assigned to any other party as described herein or otherwise), shall be automatically discharged, extinguished and released in consideration for receipt from Broadband of a limited guaranty of the CoBank Credit Facility and (ii) all indebtedness and obligations of Knology under the Bridge Financing will be either (x) in the event the Bridge Financing was provided by ITC, automatically be converted into Private Placement Shares or (y) in the event the Bridge Financing is provided by a third-party lender, repaid in full on the date of the consummation of the Exchange Offer or effectiveness of the Pre-Packaged Plan with a portion of the proceeds of the Private Placement.

                       (c)   Immediately upon the filing of the Pre-Packaged Proceeding, Broadband shall seek to obtain, and no party hereto shall object to the entry of, a cash collateral order (the “Cash Collateral Order”) which will permit Broadband to use cash collateral of the Wachovia Credit Facility and the Intercompany Loan Facility to fund the operational requirements of Broadband and the subsidiaries of Broadband in accordance with the projections attached to the Cash Collateral Order; provided, however, that (i) the projections attached to the Cash Collateral Order shall be prepared using the good faith business judgment of Broadband in a manner consistent with past practice and shall be in form and substance reasonably satisfactory to Wachovia, (ii) such Cash Collateral Order shall contain other

customary terms and conditions and shall otherwise be in form and substance satisfactory to the parties hereto and (iii) the Cash Collateral Order shall not expressly find, and Wachovia’s consent to its entry shall not be deemed Wachovia’s agreement, that the terms and conditions of the Cash Collateral Order provide “adequate protection” of Wachovia’s interest in the cash collateral.

         15.      Representations and Warranties.

                       (a)   Each of the signatories to this Agreement represents and warrants to the other signatories to this Agreement that:

                       (b)   Each of the Other Noteholders further represents and warrants to the other signatories to this Agreement that:

                       (c)   Each of SCANA and the Burton Partnerships further represents to the other signatories to this Agreement that:

                       (d)   Each of the Stockholders further represents and warrants to the other signatories to this Agreement that:

                       (e)   Valley further represents and warrants to the other signatories to this Agreement that:

                       (f)   Each of CoBank and Wachovia further represents and warrants to the other signatories to this Agreement that:

                       (g)   Broadband further represents and warrants to the other signatories to this Agreement that (i) that each of the representations and warranties set forth in the Wachovia Credit Facility is true and correct as of the date hereof as if fully set forth herein (other than representations and warranties which speak as of a specific date pursuant to the terms thereof, which representations and warranties shall have been true and correct as of such specific dates) and that as of the date hereof no “Default” or “Event of Default” (as defined in the Wachovia Credit Facility) has occurred and is continuing under the Wachovia Credit Facility as of the date hereof and (ii) that each of the representations and warranties set forth in the CoBank Credit Facility is true and correct as of the date hereof as if fully set forth herein (other than representations and warranties which speak as of a specific date pursuant to the terms thereof, which representations and warranties shall have been true and correct as of such specific dates) and that as of the date hereof no “Default” or “Event of Default” (as defined therein in the CoBank Credit Facility) has occurred and is continuing under the CoBank Credit Facility as of the date hereof.

         16.      Preparation of Restructuring Documents.

         Notwithstanding anything to the contrary contained in this Agreement, the obligations of the signatories to this Agreement shall be subject to the preparation of definitive documents (in form and substance reasonably satisfactory to each of the parties hereto and their respective counsel) relating to the transactions contemplated by this Agreement, including, without limitation, the documents relating to the Exchange Offer, the Pre-Packaged Plan, the Consent Solicitation, the Old Indenture Amendments, the Cash Collateral Order, and each Reorganization Document, which documents shall be in all respects consistent with this Agreement (including the Restructuring Term Sheet, the CoBank Term Sheet and the Wachovia Term Sheet). Without limiting the generality of the foregoing, the obligations of SCANA and ITC referred to in Section 10 shall be conditioned upon the execution and delivery by Knology and

SCANA and Knology and ITC, respectively, of such documents as are customary for transactions such as the investments referred to in Section 10, including, without limitation, a stock purchase agreement containing customary representations, warranties, covenants and closing conditions, including, without limitation, as a condition to SCANA’s and ITC’s respective obligations to close, the consummation of the other transactions contemplated by the Restructuring Term Sheet, the CoBank Term Sheet and the Wachovia Term Sheet on substantially the same terms set forth therein.

         17.      Good Faith.

         Each of the signatories to this Agreement agrees to cooperate in good faith with each other to facilitate the performance by the parties of their respective obligations hereunder and the purposes of this Agreement. Each of the signatories to this Agreement further agrees to negotiate the Reorganization Documents in good faith and, in any event, in all respects consistent with the Restructuring Term Sheet.

         18.      Amendments and Modifications.

         Except as otherwise expressly provided in this Agreement, this Agreement shall not be amended, modified or supplemented, except in writing signed by Knology, Broadband, Valley, the Banks, the Stockholders and the Required Noteholders.

         19.      No Waiver.

         Each of the signatories to this Agreement expressly acknowledges and agrees that, except as expressly provided in this Agreement, nothing in this Agreement is intended to, or does, in any manner waive, limit, impair or restrict the ability of any party to this Agreement to protect and preserve all of its rights, remedies and interests, including, without limitation, with respect to its claims against and interests in Knology or Broadband.

         20.      Further Assurances.

         Each of the signatories to this Agreement hereby further covenants and agrees to execute and deliver all further documents, agreements and take all further action that may be reasonably necessary or desirable, or that Knology may reasonably request, in order to enforce and effectively implement the terms and conditions of this Agreement.

         21.      Complete Agreement.

         This Agreement, including the Schedules, Annexes and Exhibits hereto, constitutes the complete agreement between the parties to this Agreement with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements and understandings with respect to the subject matter hereof. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the parties to this Agreement. In the event that any provision of this Lock-Up Agreement conflicts with the Schedules, Annexes or Exhibits hereto, the provisions of this Lock-Up Agreement shall be controlling.

         22.      Notices.

         All notices, requests, demands, claims and other communications hereunder shall be in writing and shall be (a) transmitted by hand delivery, or (b) mailed by first class, registered or certified mail, postage prepaid, or (c) transmitted by overnight courier, or (d) transmitted by telecopy, and in each case, if to Knology or Valley, at the address set forth below:

if to Broadband, at the addresses set forth below:

if to SCANA the Burton Partnerships, ITC, the Other Stockholders, Wachovia or CoBank, to the address set forth on the applicable signature pages to this Agreement; and

if to an Other Noteholder, to the address set forth on the signature pages to this Agreement, with a copy to the Other Noteholders’ counsel:

Notices mailed or transmitted in accordance with the foregoing shall be deemed to have been given upon receipt.

         23.      Governing Law.

         This Agreement shall be governed in all respects by the laws of the State of Georgia as such laws are applied to agreements between Georgia residents entered into and performed entirely in Georgia, except that the General Corporation Law of the State of Delaware shall govern as to matters of stockholder approval and other corporate matters.

         24.      Jurisdiction.

         By its execution and delivery of this Agreement, each of the signatories to this Agreement irrevocably and unconditionally agrees that any legal action, suit or proceeding against it with respect to any matter under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, shall be brought (a) in the United States Bankruptcy Court for the Northern District of Georgia if Knology has commenced a case under Chapter 11 of the Bankruptcy Code or (b) in a federal or state court of competent jurisdiction in the State of Georgia if Knology has not commenced a case under Chapter 11 of the Bankruptcy Code. By its execution and delivery of this Agreement, each of the signatories to this Agreement irrevocably accepts and submits itself to the jurisdiction of the United States Bankruptcy Court for the Northern District of Georgia or a court of competent jurisdiction in the State of Georgia, as applicable under the preceding sentence, with respect to any such action, suit or proceeding.

         25.      Consent to Service of Process.

         Each party to this Agreement irrevocably consents to service of process by mail at the address listed with the signature of each such party on the signature pages to this Agreement. Each party agrees that its submission to jurisdiction and consent to service of process by mail is made for the express benefit of each of the other parties to this Agreement.

         26.      Specific Performance.

         It is understood and agreed by each of the signatories to this Agreement that money damages would not be a sufficient remedy for any breach of this Agreement by any party and each non-breaching party shall be entitled to specific performance, injunctive, rescissionary or other equitable relief as remedy for any such breach.

         27.      Headings.

         The headings of the sections, paragraphs and subsections of this Agreement are inserted for convenience only and shall not affect the interpretation hereof.

         28.      Successors and Assigns.

         This Agreement is intended to bind and inure to the benefit of the parties to this Agreement and their respective successors, permitted assigns, heirs, executors, administrators and representatives. The agreements, representations and obligations of the undersigned parties under this Agreement are, in all respects, several and not joint.

         29.      Counterparts.

         This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by telecopier shall be effective as delivery of a manually executed counterpart. Any Other Stockholder or Other Noteholder may become party to this Agreement on or after the date of this Agreement by executing a signature page to this Agreement.

         30.      No Third-Party Beneficiaries.

         Unless expressly stated in this Agreement, this Agreement shall be solely for the benefit of the parties to this Agreement, and no other Person or entity shall be a third-party beneficiary hereof.

         31.      No Solicitations.

         This Agreement is not intended to be, and each party to this Agreement acknowledges that it is not, a solicitation of the acceptance or rejection of any Pre-Packaged Plan of reorganization for Knology pursuant to Section 1125 of the Bankruptcy Code.

         32.      Consideration.

         It is hereby acknowledged by each of the parties that no consideration (other than the obligations of the other parties under this Agreement) shall be due or paid to the parties for their agreement to support the Pre-Packaged Plan in accordance with the terms and conditions of this Agreement, other than Broadband’s agreement to use reasonable efforts to obtain approval of confirmation of the Pre-Packaged Plan in accordance with the terms and conditions of this Agreement. The parties hereto agree and acknowledge that this Section 32 shall not limit the right of Wachovia and CoBank to receive, nor the obligation of Knology, Broadband or Valley, as applicable, to pay, the reasonable and customary fees and expenses previously agreed to in connection with the agreement of Wachovia to commit to provide the Wachovia Credit Facility in accordance with the terms of the Wachovia Term Sheet or the agreement of CoBank to commit to provide the CoBank Credit Facility in accordance with the terms of the CoBank Term Sheet.

         33.      Independent Due Diligence and Decision-Making.

                       (a)   Each of the parties hereby confirms that its decision to execute this Agreement has been based upon its independent investigation of the operations, businesses, financial and other conditions and prospects of Knology and Broadband.

                       (b)   Each of the Noteholders and the Stockholders acknowledges that all documents, records and books pertaining to Knology and Broadband requested by such Noteholders and Stockholders have been made available for inspection by it, its attorneys, financial advisors and accountants, and that it understands that all such documents, books and records will continue to be made available to it and its attorneys, financial advisors and accountants for inspection upon reasonable notice, during reasonable business hours, at Alston & Bird LLP, One Atlantic Center, 1201 West Peachtree Street, Atlanta, Georgia 30309-3424. Each of the Noteholders and the Stockholders and their respective advisors have had a reasonable opportunity to ask questions of and receive answers from the officers of Knology and Broadband, or a person or persons acting on their behalf, concerning Knology and Broadband and the terms and conditions of the offering of the Restructuring, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense by the officers of Knology and Broadband, necessary to confirm the accuracy of the information provided by, or on behalf of, Knology and Broadband. All such questions have been answered to the full satisfaction of such Noteholder or such Stockholder, as applicable.

                       (c)   Each of the Noteholders and the Stockholders has such knowledge and experience in financial and business matters as to enable it (i) to utilize the information made available to it in connection with the Restructuring, (ii) to evaluate the merits and risks associated with the Restructuring, and (iii) to make an informed decision with respect thereto.

                       (d)   Each of the Noteholders and the Stockholders has the capacity to protect its own interests in connection with the Restructuring and has obtained, in such Noteholder’s and such Stockholder’s judgment, sufficient information relating to Knology and Broadband and their businesses to evaluate the merits and risks of this investment.

                       (e)   Each of the Noteholders and the Stockholders understands that (i) neither the New Notes, the Series C Preferred Stock to be issued in the Private Placement or the New Preferred Stock to be issued in the Restructuring, nor the common stock or non-voting common stock issuable upon conversion of the Series C Preferred Stock and the New Preferred Stock, have been registered under the Securities Act or any applicable state securities laws in reliance upon exemptions from the registration provisions of such laws, (ii) the New Notes, the shares of Series C Preferred Stock and the shares of New Preferred Stock must be held by such Noteholder or Stockholder, as applicable indefinitely unless the sale or transfer thereof is subsequently registered under the Securities Act and any applicable state securities laws, or an exemption from such registration is available, and the New Notes and the certificates representing the shares of Series C Preferred Stock and the New Preferred Stock will be legended to reflect such restrictions, (iii) other than as set forth in the Registration Rights Agreement with respect to the New Notes and the Stockholders Agreement with respect to the Series C Preferred Stock and the New Preferred Stock, Knology is under no obligation, and has no current intention, to register the New Notes, the Series C Preferred Stock or the New Preferred Stock, or the common stock or non-voting common stock issuable upon conversion of the Series C Preferred Stock or the New Preferred Stock, on such Noteholder’s or Stockholder’s behalf, as applicable or to assist such Noteholder or Stockholder in complying with any exemption from registration, and (iv) the officers of Knology will rely upon the representations and warranties made by each Noteholder and each Stockholder in this Agreement in order to establish such exemptions from the registration provisions of the Securities Act and any applicable state securities laws.

                       (f)   Each of the Noteholders and each of the Stockholders acknowledges that there is no assurance that any exemption from registration under the Securities Act or applicable state securities laws will be available to it to transfer the New Notes, the shares of Series C Preferred Stock, the shares of New Preferred Stock or the common stock issuable upon conversion of the Series C Preferred Stock or the New Preferred Stock and that, even if available, such exemptions may not allow such Noteholder or such Stockholder to transfer all or any portion of such New Notes or such shares under the circumstances, in the amounts or at the times such Noteholder or such Stockholder might propose.

                       (g)   Each of the Noteholders and each of the Stockholders understands that any and all financial forecasts provided by, or on behalf of, Knology or Broadband are based on various estimates and assumptions of the officers of Knology and Broadband and their respective advisors and are subject to the caveats set forth in such materials.

         34.      Public Disclosures. Prior to the issuance of any public disclosures regarding the Restructuring, including those referred to in Sections 4(c), 5(d), 7(c) and 8(c), Knology and Broadband shall consult with the Banks, the Noteholders and the Stockholders as to the form and substance of such public disclosures materially related to this Agreement or any other transaction contemplated hereby; provided, that nothing in this Section 34 shall be deemed to prohibit Knology or Broadband from making any disclosure which their respective counsels deem necessary or advisable in order to satisfy their respective disclosure obligations imposed by law.

         35.      Subsidiary Acknowledgement. Each subsidiary of Broadband hereby acknowledges and consents to the terms of this Agreement and confirms that its respective obligations under any Guaranty (as defined in the Wachovia Credit Facility) and the other Loan Documents (as defined in the Wachovia Credit Facility) shall remain in full force and effect notwithstanding the restructuring of the Wachovia Credit Facility in accordance with the terms of the Wachovia Term Sheet, whether pursuant to the Exchange Offer or the Pre-Packaged proceeding.

[SIGNATURES BEGIN ON NEXT PAGE]

         IN WITNESS WHEREOF, each of the parties to this Agreement has caused this Agreement to be executed and delivered by its duly authorized officers as of the date first written above.

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Schedule A

Stockholders

 Schedule A-1

Schedule B

Noteholders

SCANA Communications Holdings, Inc.
The Burton Partnership, Limited Partnership
The Burton Partnership (QP), Limited Partnership

Other Noteholders:

Satellite Asset Management
Blackrock Financial Management, Inc.
Bond Street Capital, L.L.C.
Morgan Stanley Investment Management
Lazard Debt Recovery Master Account, L.P.

Schedule C

Members of the Informal Noteholders’ Committee and Aggregate
Principal Amount of Old Notes Held

Satellite Asset Management
10 East 50th Street
New York, NY 10022

BlackRock Financial Management, Inc.
40 East 52nd Street
New York, NY 10022
Attention: Mark Glass
Facsimile: (212) 754-8756

Bond Street Capital, L.L.C.
Bond Street Investors, L.L.C.
700 Palisades Avenue
Englewood Cliffs, NJ 07052

Morgan Stanley Investment Management
1 Tower Bridge
100 Front Street
West Conshiohocken, PA 19428

Lazard Debt Recovery Master Account, L.P.
30 Rockefeller Plaza, 48th Floor
New York, NY 10020
Attention: Ivan Nedds
Facsimile: (212) 632-6655

Aggregate Principal Amount of Old Notes Held
by the Members of the Informal Noteholders’ Committee:   $157,656,000            

Annex A

Restructuring Term Sheet

SCHEDULE A

CAPITAL EXPENDITURE COVENANT – KNOLOGY OF KNOXVILLE

Annex A-13

SCHEDULE B

NETWORK CONSTRUCTION BUILDOUT CAPITAL EXPENDITURE COVENANT – KNOLOGY OF KNOXVILLE

Annex A-14

Exhibit A

Charter Amendment

Annex B-1

CoBank Term Sheet

         The following sets forth, in summary form, the principal terms and conditions of an amended and restated $40 million 10-year senior secured credit facility by and among Globe Communications, Inc., Interstate Telephone Company and Valley Telephone Co., Inc. (“Valley” and all of the foregoing collectively referred to as the “Borrowers”) and CoBank, ACB (the “Lender”). The definitive documents evidencing the amended and restated CoBank Credit Facility are attached hereto as Exhibit A-1. The Amended and Restated First Supplement to the Master Loan Agreement, dated as of June 6, 2002, by and among the Borrowers and the Lender has been executed by the parties thereto. The Amendment Letters, dated June 6, 2002 and July 3, 2002, by and among the Borrowers, the Lender and Knology, Inc. have been executed by the parties thereto. Pursuant to that certain Lock-Up Agreement dated as of July 11, 2002, by and among Knology, Inc., Valley, the Lender, Wachovia Bank, National Association and certain other parties thereto, the remaining definitive documents evidencing the amended and restated CoBank Credit Facility will be executed by parties thereto simultaneously upon the consummation of the Exchange Offer or pursuant to the Pre-Packaged Plan.

Exhibit A-1

Definitive Loan Documents

[See Annex B-2 to Lock-Up Agreement]

Exhibit A-2

AMORTIZATION SCHEDULE

Annex B-2

CoBank Loan Documents

Annex C-1

Wachovia Term Sheet

KNOLOGY BROADBAND, INC.
SUMMARY OF PROPOSED TERMS AND CONDITIONS
AMENDMENT AND RESTATEMENT

July 11, 2002

         The terms and conditions outlined herein are not intended to be inclusive, but rather set forth the material terms of the definitive documentation.

Annex C-1-1

 Annex C-1-2

 Annex C-1-3

Annex C-1-4

Annex C-1-5

Annex C-1-6

EXHIBIT I

Pricing Grid

         The Applicable Margin will be determined according to the following grid by reference to the Leverage Ratio, with each change in the Applicable Margin to be effective 10 days after delivery to the Administrative Agent of quarterly or annual financial statements and a compliance certificate showing the Leverage Ratio as of the last day of the fiscal quarter most recently ended.

         Notwithstanding the foregoing, the initial Applicable Margin will be set at 5.00% for LIBOR Loans and 4.00% for Base Rate Loans until the Stage Two Effective Date. If at any time the Borrower shall have failed to deliver the financial statements and a covenant compliance certificate as required by the definitive credit documentation, or if at any time an event of default shall have occurred and be continuing, then at the election of the Required Lenders, at all times from and including the date on which such statements and certificate are required to have been delivered (or the date of occurrence of such event of default, as the case may be) to the date on which the same shall have been delivered (or such event of default cured or waived, as the case may be), the Applicable Margin percentage shall be set at Tier I (notwithstanding the actual Leverage Ratio).

EXHIBIT II

Definitions

         “Debt Service” means, for any Credit Party, for any period, the sum of the following determined on a Consolidated basis, without duplication, for such Credit Party and its Subsidiaries in accordance with generally accepted accounting principles, (a) the aggregate amount of all principal and interest payments in respect of senior debt (to included debt under the Facility and any other debt that ranks pari passu with such debt) during such period plus (b) the aggregate amount of all Permitted Exchange Note Distributions during such period.

         “EBITDA” means, for any Credit Party, for any period, the sum of the following determined on a Consolidated basis, without duplication, for such Credit Party and its Subsidiaries in accordance with generally accepted accounting principles: (a) net income for such period (excluding any gains or losses from the sale of assets) plus (b) the sum of the following to the extent deducted in determining net income: (i) income and franchise taxes and real, personal, and intangible property taxes, (ii) Interest Expense (excluding all Permitted Exchange Note Distributions), and (iii) amortization, depreciation and other non-cash charges less (c) interest income and any extraordinary gains plus (d) extraordinary losses approved by the Administrative Agent in its sole discretion.

         “Excess Cash Flow” means, for any period of determination determined in accordance with generally accepted accounting principles, the sum of (a) EBITDA of the Credit Parties and their Subsidiaries for such period, minus (b) income taxes (to the extent such taxes are paid in cash) and Interest Expense paid in cash and deducted in the determination of net income for such period, minus (c) all principal payments (whether scheduled payments or optional prepayments, but excluding mandatory prepayments) made in respect of debt during such period, minus (d) all capital expenditures net of the proceeds of debt used to fund such capital expenditures, plus or minus, as applicable, (e) the net change in the working capital of the Credit Parties and their Subsidiaries during such period minus (f) cash consideration paid for permitted acquisitions net of the proceeds of any debt used to fund any such cash consideration.

         “Interest Expense” means, with respect to the Credit Parties and their Subsidiaries for any period, the sum of (a) the gross interest expense (including, without limitation, interest expense attributable to capital leases and all net payment obligations pursuant to hedging agreements) of the Credit Parties and their Subsidiaries plus (b) the amount of any Permitted Exchange Note Distribution during such period, all determined for such period on a Consolidated basis, without duplication, in accordance with generally accepted accounting principles.

         “Permitted Exchange Note Distribution” means any dividend or distribution for the benefit of the Parent made by the Guarantor directly to the Trustee under the Exchange Notes in order to fund the payment of scheduled interest payments on the Exchange Notes which are due and payable or will become due and payable at the time of such dividend or distribution.

         “Stage Two Effective Date” shall mean the fiscal quarter ending December 31, 2002.

EXHIBIT III

Exchange Offer Term Sheet

[See Annex A to Lock-Up Agreement]

Annex C-2

Wachovia Loan Documents

Amended and Restated Credit Agreement (including schedules and exhibits and the guaranty of
Broadband)

Notes
Reaffirmation Agreement (including all schedules and exhibits)

Collateral Agreement from each of Broadband and its Subsidiaries

Secretary Certificates and other Closing Certificates

UCC-1 Financing Statements

Confirmation of Title Insurance

Deeds of Trust, Mortgages and other applicable real property collateral documents

Such other agreements, documents and instruments as are in good faith requested by Wachovia and are
consistent with the Wachovia Term Sheet

Annex D

Summary of Intercompany Loan Facility/DIP Financing