Merger Agreement

On April 18, 2012, Knology, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with WideOpenWest Finance, LLC, a Delaware limited liability company ("Parent"), and Kingston Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Subsidiary"), pursuant to which, among other things, Merger Subsidiary will be merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of Company common stock outstanding immediately prior to the effective time (other than shares held by (i) Parent, Merger Subsidiary, or the Company or (ii) persons who properly exercise appraisal rights under Delaware law) will be cancelled and converted into the right to receive $19.75 per share in cash, without interest (the "Merger Consideration"). Each share of Company common stock subject to vesting or other lapse restrictions will vest and be converted into the right to receive the Merger Consideration. Each Company stock option, whether or not vested, will be cancelled and converted into the right to receive, in respect of each share of Company common stock that would be obtainable upon exercise of such Company stock option, the difference between the exercise price of such stock option and the Merger Consideration. Each Company warrant will be converted into the right to receive, in respect of each share of common stock that would be obtainable upon exercise of such Company warrant, the difference between the exercise price of such warrant and the Merger Consideration.

Consummation of the Merger is subject to customary conditions, including, among others, the affirmative vote of the holders of a majority of the issued and outstanding shares of Company common stock at a meeting of stockholders held for the purpose of approving the Merger Agreement (the "Stockholder Approval"), the expiration or early termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any non-U.S. antitrust laws or investment act laws, the absence of any law, order, injunction, rule, regulation or decree making illegal or prohibiting the Merger, and receipt of the required regulatory approvals from the Federal Communications Commission and certain governmental authorities. Each party's obligation to consummate the Merger is subject to certain other conditions, including the accuracy of the other party's representations and warranties contained in the Merger Agreement (generally subject to a material adverse effect standard) and the other party's performance in all material respects of all obligations to be performed by it under the Merger Agreement. In addition, the obligations of Parent and Merger Subsidiary to consummate the Merger are subject to certain other conditions, including the absence of any change, event, violation, inaccuracy, effect or circumstance that has had or would reasonably be expected to have a material adverse effect on the Company after the date of the Merger Agreement. Subject to the satisfaction of the closing conditions, the parties anticipate that the transaction will be consummated within six months after the Merger Agreement date.

The Merger Agreement obliges the Company to abide by customary "no-shop" restrictions on its ability to solicit alternative transaction proposals from third parties and to provide non-public information to and enter into discussions or negotiations with third parties regarding alternative transaction proposals. Notwithstanding this obligation, prior to the receipt of the Stockholder Approval, the Company may under certain circumstances furnish information to and engage in discussions or negotiations with third parties with respect to unsolicited alternative transaction proposals that the Company's Board of Directors determines in good faith to be, or determines in good faith would be reasonably likely to lead to, a Superior Proposal. A "Superior Proposal" generally is a written transaction proposal to acquire at least a majority of the outstanding shares of Company common stock or all or a substantial majority of the assets of the Company on terms that the Company's Board of Directors has determined in good faith are more favorable from a financial point of view to the Company's stockholders than the terms of the Merger.

The Merger Agreement contains certain termination rights for the Company and Parent. Upon termination of the Merger Agreement under specified circumstances, the Company will be required to pay Parent a termination fee of $25 million. The Merger Agreement also provides that Parent will be required to pay the Company a reverse termination fee of $65 million under specified circumstances. Each party also has certain specific performance rights as set forth in the Merger Agreement.

Parent and Merger Subsidiary have obtained equity and debt financing commitments for the transaction contemplated by the Merger Agreement. Avista Capital Partners, L.P. and its affiliates (which have, or will following the Merger have, an indirect ownership interest in Parent) have committed to make a cash equity investment in Parent, in connection with the closing of the Merger, in an amount up to approximately $200 million on the terms and subject to the conditions set forth in an equity commitment letter entered into in connection with the Merger (the "Equity Commitment Letter"). Avista Capital Partners, L.P. and an affiliate (which have an indirect ownership interest in Parent) have also provided the Company with a limited guaranty in favor of the Company guaranteeing the payment of the reverse termination fee that may be payable by Parent, as well as certain other obligations of Parent, pursuant to the Merger Agreement.

Certain financial institutions have committed to provide senior secured first lien loan facilities as well as certain additional bridge loans or other borrowing facilities on the terms and subject to the conditions set forth in a debt commitment letter entered into in connection with the Merger (the "Debt Commitment Letter"). These borrowings will

A copy of the Merger Agreement is filed as Exhibit 2.1 hereto and is incorporated herein by reference. The description of the Merger Agreement set forth in this Item 1.01 is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement set forth on Exhibit 2.1. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates, are solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the parties, including being qualified by . . .

Amendment of Rights Agreement

On April 18, 2012, prior to the execution of the Merger Agreement, the Board approved an amendment (the "Rights Amendment") to the Stockholder Protection Rights Agreement, dated as of July 27, 2005, by and between the Company and American Stock Transfer & Trust Company, LLC (successor to Wachovia Bank, National Association), as Rights Agent (the "Rights Agreement"). The Rights Amendment renders the Rights Agreement inapplicable to the Merger, the Merger Agreement and the transactions contemplated thereby. Specifically, the Rights Amendment, among other matters, provides that none of (i) the approval, execution, delivery, performance or public announcement of the Merger Agreement (including any amendments or supplements thereto), (ii) the consummation or public announcement of the Merger or (iii) the consummation of any of the other transactions contemplated by the Merger Agreement will result in either Parent or Merger Subsidiary being deemed an "Acquiring Person" (as such term is defined in the Rights Agreement) or give rise to any event that would result in the occurrence of a "Stock Acquisition Date," a "Flip-In Date," a "Flip-Over Transaction or Event," or a "Separation Time" (as those terms are defined in the Rights Agreement). The Rights Amendment also provides that the rights shall expire upon the effective time of the Merger if the Rights Agreement has not otherwise terminated.

A copy of the Rights Amendment is filed as Exhibit 4.1 hereto and is incorporated herein by reference. The description of the Rights Amendment set forth in this Item 3.03 is not complete and is qualified in its entirety by reference to the full text of the Rights Amendment, set forth in Exhibit 4.1 hereto.

Additional Information

This report is being filed in respect of the proposed acquisition transaction involving the Company and Parent. The Company will file with the SEC and mail or otherwise provide to its stockholders a proxy statement regarding the proposed acquisition of the Company by Parent. The Company also will be filing other documents with the SEC. Investors and security holders are urged to read the proxy statement and other documents relating to such acquisition when they become available, because they will contain important information. Investors and security holders may obtain a free copy of the proxy statement and other documents that the Company files with the SEC (when available) from the SEC's website at www.sec.gov and the Company's website at www.knology.com. In addition, the proxy statement and other documents filed by the Company with the SEC (when available) may be obtained from the Company free of charge by directing a request to Knology, Inc., 1241 O. G. Skinner Drive, West Point, Georgia 31833, Attn: Investor Relations, telephone: (706) 645-8553.

Certain Information Regarding Participants

The Company and its directors and executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies from the Company's stockholders with respect to the proposed acquisition of the Company by Parent. Security holders may obtain information regarding the names, affiliations and interests of such individuals in the Company's Annual Report on Form 10-K for the year ended December 31, 2011, which was filed with the SEC on March 15, 2012, and its definitive proxy statement for

(d) Exhibits

The following documents are filed herewith as exhibits to this report:

Exhibit
Number                               Description of Exhibit

2.1          Agreement and Plan of Merger, dated as of April 18, 2012, among
             Parent, Merger Subsidiary, and the Company

4.1          Amendment No. 1 to Rights Agreement, dated as of April 18, 2012,
             between the Company and American Stock Transfer & Trust Company, LLC
             (successor to Wachovia Bank, N.A.)