KNOLOGY INC
SIXTH AMENDMENT
<DOCUMENT>
<TYPE>EX-10.3.1
<SEQUENCE>12
<FILENAME>dex1031.txt
<DESCRIPTION>SIXTH AMENDMENT
<TEXT>
<PAGE>

                                                                  EXHIBIT 10.3.1

                                SIXTH AMENDMENT
                                ----------------

          THIS SIXTH AMENDMENT (this "Amendment") is made and entered into as of
November 7, 2001 (with an effective date determined in accordance with
Paragraph 4 below, the "Sixth Amendment Effective Date"), by and among KNOLOGY
HOLDINGS, INC., a Delaware corporation, as Guarantor, certain Subsidiaries of
the Guarantor identified on the signature pages hereto (excluding KNOLOGY of
Georgia, Inc.), as borrowers (collectively, the "Borrowers"), the Lenders
referred to in the Credit Agreement defined below, and First Union National
Bank, as Administrative Agent for the Lenders.

                              Statement of Purpose
                              --------------------

          The Lenders agreed to extend certain credit facilities to the
Borrowers pursuant to the Credit Agreement dated as of December 22, 1998 (as
amended, restated, supplemented or otherwise modified prior to the date hereof,
the "Credit Agreement") by and among the Borrowers, the Guarantor, the Lenders
and the Administrative Agent.  All capitalized terms used and not defined in
this Amendment shall have the meanings assigned thereto in the Credit Agreement.

          The Borrowers have requested certain amendments to the financial
covenants contained in the Credit Agreement as set forth more fully below.

          Subject to the terms and conditions hereof, the Administrative Agent
and the Lenders are willing to agree to such amendments.

          NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:

     1.  Amendment to Article I
         ----------------------

         a.  As of the Sixth Amendment Effective Date, Section 1.1 is amended by
             deleting the definition of Applicable Margin and substituting the
             following new definition in lieu thereof:

             "Applicable Margin" means (a) for LIBOR Rate Loans: 5% and (b)
              -----------------
             for Base Rate Loans: 4%.

     2.  Amendment to Article IV
         -----------------------

         a.  Section 4.1(c) is repealed in its entirety, and in lieu thereof
             the following is inserted: ["Reserved"]

     3.  Amendments to Article IX.
         ------------------------
<PAGE>

         a.  Section 9.1 is deleted in its entirety, and the following is
             inserted in lieu thereof:

             "SECTION 9.1 Availability. At any time permit the aggregate
                          ------------
             amount of all Extensions of Credit to exceed the greater of
             (a) $15,500,000 or (b) Consolidated Cash Flow of the Borrowers
             times three (3)."

         b.  Section 9.2 is hereby amended by adding the following proviso to
             the end of that Section, immediately following the proviso inserted
             pursuant to the Fifth Amendment dated as of March 31, 2001 related
             to the fiscal quarters ending 3/31/01 and 6/30/01:

             "; provided, further that for the fiscal quarters ending 9/30/01
                --------
             and 12/31/01, the ratio of (a) to (b) shall be no less than 1.50
             to 1.00"

         c.  Section 9.4(a) is hereby amended by (i) deleting the number
             "240,000" opposite the date 9/30/01 in the table set forth therein
             and inserting the number "184,000" in lieu thereof and (ii)
             deleting the number "260,000" opposite the date 12/31/01 in the
             table set forth therein and inserting the number "195,000" in lieu
             thereof; and

         d.  Section 9.4(b) is hereby amended by (i) deleting the number "43.57"
             opposite the date 9/30/01 in the table set forth therein and
             inserting the number "41.00" in lieu thereof and (ii) deleting the
             number "44.01" opposite the date 12/31/01 in the table set forth
             therein and inserting the number "41.00" in lieu thereof.

     4.  Conditions.  The effectiveness of this Amendment shall be conditioned
         ----------
upon (i) the delivery to the Administrative Agent of this Amendment executed by
the Administrative Agent, the Borrowers, and the Guarantor and (ii) the payment
of any other fees and expenses of the Administrative Agent or their counsel
incurred through the effective date of this Amendment.  Upon satisfaction of the
foregoing conditions, this Amendment shall be deemed to be effective as of
9/30/01.

     5.  Effect of Amendment.  Except as expressly amended hereby, the Credit
         -------------------
Agreement and Loan Documents shall be and remain in full force and effect. The
amendment granted in this Amendment is specific and limited and shall not
constitute any further amendment of the Credit Agreement or a modification,
acceptance or waiver of any other provision of or default under the Credit
Agreement or any other document or instrument entered into in connection
therewith or a future modification, acceptance or waiver of the provisions set
forth therein.

     6.  Representations and Warranties/No Default.  By its execution hereof,
         -----------------------------------------
the Borrowers hereby certify that each of the representations and warranties set
forth in the Credit Agreement and the other Loan Documents 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 Credit
Agreement or any other Loan Document, which representations and warranties shall
have been true
<PAGE>

and correct as of such specific dates) and that as of the date hereof (and after
giving effect hereto) no Default or Event of Default has occurred and is
continuing.

     7.  Expenses.  The Borrowers shall pay all reasonable out-of-pocket
         --------
expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment, including without limitation, the
reasonable fees and disbursements of counsel for the Administrative Agent.

     8.  Governing Law.  This Amendment shall be governed by and construed
         -------------
in accordance with the laws of the State of North Carolina, without reference to
the conflicts or choice of law provisions thereof.

     9.  Counterparts.  This Amendment may be executed in separate
         ------------
counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.


                            [Signature Pages Follow]
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed under seal by their duly authorized officers, all as of the day and
year first written above.


[CORPORATE SEAL]              KNOLOGY OF COLUMBUS, INC., as Borrower


                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------


[CORPORATE SEAL]              KNOLOGY OF MONTGOMERY, INC., as
                              Borrower

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------


[CORPORATE SEAL]              KNOLOGY OF PANAMA CITY, INC., as
                              Borrower

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------


[CORPORATE SEAL]              KNOLOGY OF AUGUSTA, INC., as
                              Borrower

                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------
<PAGE>

[CORPORATE SEAL]              KNOLOGY OF CHARLESTON, INC., as
                              Borrower


                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------


[CORPORATE SEAL]              KNOLOGY OF SOUTH CAROLINA, INC., as
                              Borrower


                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------


[CORPORATE SEAL]              KNOLOGY OF ALABAMA, INC., as
                              Borrower


                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------


[CORPORATE SEAL]              KNOLOGY OF FLORIDA, INC., as
                              Borrower


                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------


[CORPORATE SEAL]              KNOLOGY OF HUNTSVILLE, INC., as
                              Borrower


                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------

                           [Signature Pages Continue]
<PAGE>

[CORPORATE SEAL]              KNOLOGY OF BATON ROUGE, INC., as
                              Borrower


                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------


[CORPORATE SEAL]              KNOLOGY OF LOUISIANA, INC., as
                              Borrower


                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------


[CORPORATE SEAL]              KNOLOGY OF TENNESSEE, INC., as
                              Borrower


                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------


[CORPORATE SEAL]              TTE, INC., as Borrower


                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------


                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------

                           [Signature Pages Continue]
<PAGE>

[CORPORATE SEAL]              KNOLOGY HOLDINGS, INC., as
                              Guarantor


                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                           [Signature Pages Continue]
<PAGE>

The undersigned hereby executes this Amendment solely to acknowledge and agree
to be bound by the amended provisions of Article IX, but in no way by becoming a
signatory hereto shall the undersigned become obligated for the repayment of the
Loans, Obligations or the payment of any other sum referred to herein or in any
Loan Document or incur any liability as a Borrower or Guarantor hereunder or
under any Loan Document or have any Obligation to pledge any of its assets
pursuant to the Loan Documents.  Notwithstanding the foregoing, the parties
hereto agree that the occurrence of any event with regard to KNOLOGY of Georgia,
Inc. that would constitute a Default or Event of Default if such event occurred
with respect to any other Loan Party shall constitute a Default or Event of
Default, if applicable.


[CORPORATE SEAL]              KNOLOGY OF GEORGIA, INC.


                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------



                           [Signature Pages Continue]
<PAGE>

                              First Union National Bank, as Administrative Agent
                              and Lender


                              By:
                                 -----------------------------------
                              Name:
                                   ---------------------------------
                              Title:
                                    --------------------------------

</TEXT>
</DOCUMENT>
