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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                        )                               
                                                        
                        )   File No. EB-08-IH-0220      
     In the Matter of                                   
                        )   NAL/Acct. No. 200832080097  
     Knology, Inc.                                      
                        )   FRN No. 0005066493          
                                                        
                        )                               


                                     ORDER

   Adopted: September 26, 2008 Released: October 7, 2008

   By the Chief, Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau ("Bureau") and Knology, Inc. The
       Consent Decree terminates an investigation by the Bureau against
       Knology, Inc. for possible violations of section 214 of the
       Communications Act of 1934, as amended (the "Act"), relating to
       extension of lines and transfer of control, and section 63.03 of the
       Commission's rules, relating to streamlined applications for transfer
       of control and assignment of section 214 authorizations, by
       consummating an acquisition on January 4, 2008, prior to the end of
       the streamlined pleading cycle on January 12, 2008.

    2. The Bureau and Knology, Inc. have negotiated the terms of the Consent
       Decree that resolve this matter. A copy of the Consent Decree is
       attached hereto and incorporated by reference.

    3. After reviewing the terms of the Consent Decree and evaluating the
       facts before us, we find that the public interest would be served by
       adopting the Consent Decree and terminating the investigation.

    4. In the absence of material new evidence relating to this matter, we
       conclude that our investigation raises no substantial or material
       questions of fact as to whether Knology, Inc. possesses the basic
       qualifications, including those related to character, to hold or
       obtain any Commission license or authorization.

    5. Accordingly, IT IS ORDERED that, pursuant to section 4(i) of the
       Communications Act of 1934, as amended, and sections 0.111 and 0.311
       of the Commission's rules, the Consent Decree attached to this Order
       IS ADOPTED.

    6. IT IS FURTHER ORDERED that the above-captioned investigation IS
       TERMINATED.

    7. IT IS FURTHER ORDERED that a copy of this Order and Consent Decree
       shall be sent by first class mail and certified mail, return receipt
       requested, to Chip Yorkgitis, Kelley Drye & Warren LLP, Counsel for
       Knology, Inc., 3050 K Street, N.W., Washington, DC 20007.

   FEDERAL COMMUNICATIONS COMMISSION

   Kris Anne Monteith

   Chief, Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                        )                               
                                                        
                        )   File No. EB-08-IH-0220      
     In the Matter of                                   
                        )   NAL/Acct. No. 200832080097  
     Knology, Inc.                                      
                        )   FRN No. 0005066493          
                                                        
                        )                               


                                 CONSENT DECREE

   The Enforcement Bureau ("Bureau") of the Federal Communications Commission
   ("Commission" or "FCC") and Knology, Inc. ("Knology" or the "Company"), by
   their authorized representatives, hereby enter into this Consent Decree
   for the purpose of terminating the Bureau's investigation into whether
   Knology violated section 214 of the Communications Act of 1934, as amended
   (the "Act"), relating to extension of lines and transfer of control, and
   section 63.03 of the Commission's rules, relating to streamlined
   applications for transfer of control or assignment of section 214
   authorizations.

   I. DEFINITIONS

    1. For the purposes of this Consent Decree, the following definitions
       shall apply:

    a. "Act" means the Communications Act of 1934, as amended, 47 U.S.C.
       S: 151 et seq.

    b. "Adopting Order" means an Order of the Bureau adopting the terms of
       this Consent Decree without change, addition, deletion, or
       modification.

    c. "Applicants" means Knology, Inc., its wholly-owned subsidiary, Knology
       of Alabama, Inc., and Graceba Total Communications, Inc.

    d. "Bureau" means the Enforcement Bureau of the Federal Communications
       Commission.

    e. "Commission" and "FCC" mean the Federal Communications Commission and
       all of its bureaus and offices.

    f. "Compliance Plan" means the program described in this Consent Decree
       at paragraph 9.

    g. "Effective Date" means the date on which the Commission releases the
       Adopting Order.

    h. "Graceba" means Graceba Total Communications, Inc.

    i. "Investigation" means the investigation commenced by the Bureau's
       February 27, 2008, Letter of Inquiry to Counsel for Knology, Inc.,
       regarding allegations that Knology, Inc. and its wholly-owned
       subsidiary, Knology of Alabama, Inc., and Graceba Total
       Communications, Inc. ("Graceba") may have violated section 214 of the
       Act, 47 U.S.C. S: 214, and section 63.03(a) of the Commission's rules,
       47 C.F.R. S: 63.03(a), by consummating a transfer of control of a
       section 214 blanket authorization prior to the end of the streamlined
       pleading cycle established pursuant to the Applicants' filings.

    j. "Knology" means Knology, Inc., its wholly-owned subsidiary Knology of
       Alabama, Inc., and its predecessors-in-interest and
       successors-in-interest.

    k. "Parties" means Knology, Inc. and the Bureau.

    l. "Rules" means the Commission's regulations found in Title 47 of the
       Code of Federal Regulations.

    m. "Special Temporary Authority" ("STA") means the special provisions
       relating to temporary or emergency services under a section 214
       authorization pursuant to section 63.25 of the Commission's rules, 47
       C.F.R. S: 63.25.

    n. "Telecommunications service" or "Telecommunications" means interstate
       telecommunications as defined in sections 3(43) and 3(46) of the Act,
       47 U.S.C. S:S: 153(43), 153(46).

   II. BACKGROUND

    2. Pursuant to Section 214 of the Act, telecommunications carriers must
       obtain a certificate of public convenience and necessity from the
       Commission before constructing, acquiring, operating, or engaging in
       transmission over lines of communications, or before discontinuing,
       reducing or impairing service to a community. The Commission granted
       all carriers blanket authority under section 214 to provide domestic
       interstate services and to construct, acquire, or operate any domestic
       transmission line. In accordance with section 63.03 of the
       Commission's rules, however, any domestic carrier seeking to transfer
       control of lines or authorization to operate pursuant to section 214
       of the Act must obtain prior approval from the Commission. Pursuant to
       section 63.03(a) of the Commission's rules, an applicant, unless
       otherwise notified, may transfer control on the 31st day after the
       date of a Public Notice listing an application for transfer of control
       of a domestic section 214 authorization as accepted for filing as a
       streamlined application. A carrier may apply for Special Temporary
       Authority ("STA") relating to temporary or emergency services under a
       section 214 authorization pursuant to section 63.25 of the
       Commission's rules.

    3. Knology, Inc., through its operating subsidiaries, is a provider of
       telecommunications service, interactive communications, and
       entertainment services in the southeastern and north central United
       States. On December 7, 2007, Applicants Graceba, a provider of
       Telecommunications service in Alabama, and Knology filed an
       application, pursuant to section 63.03 of the Commission's rules,
       requesting approval to transfer control of a domestic section 214
       authorization from Graceba to Knology. Pursuant to a Public Notice
       issued by the Wireline Competition Bureau ("WCB") on December 12,
       2007, the transfer was to become effective automatically on the 31st
       day after the date of the Public Notice, i.e., January 12, 2008.
       Without notice to WCB, however, the Applicants consummated the
       transaction on January 4, 2008. After the end of the streamlined
       cycle, WCB approved the transfer on January 14, 2008, effective
       January 12, 2008, subject to subsequent enforcement action.

    4. On February 27, 2008, the Bureau issued a Letter of Inquiry ("LOI") to
       Knology. The February 27, 2008 LOI directed Knology, among other
       things, to submit a sworn written response to a series of questions
       relating to the acquisition agreement and the transfer of control of
       Graceba to Knology. The LOI concerned allegations that the Applicants'
       transaction may have violated section 214 of the Communications Act
       and section 63.03(a) of the Commission's rules by consummating the
       transaction on January 4, 2008, prior to the end of the streamlined
       pleading cycle established pursuant to the Applicants' filings, on
       January 12, 2008. Knology responded to the LOI on March 28, 2008.

   III. TERMS OF AGREEMENT

    5. Adopting Order. The Parties agree that the provisions of this Consent
       Decree shall be subject to final approval by the Bureau by
       incorporation of such provisions by reference in the Adopting Order
       without change, addition, modification, or deletion.

    6. Jurisdiction. Knology agrees that the Bureau has jurisdiction over it
       and the matters contained in this Consent Decree and has the authority
       to enter into and adopt this Consent Decree.

    7. Effective Date: Violations. The Parties agree that this Consent Decree
       shall become effective on the date on which the FCC releases the
       Adopting Order. Upon release, the Adopting Order and this Consent
       Decree shall have the same force and effect as any other Order of the
       Bureau. Any violation of the Adopting Order or of the terms of this
       Consent Decree shall constitute a separate violation of a Bureau
       Order, entitling the Bureau to exercise any rights and remedies
       attendant to the enforcement of a Commission Order.

    8. Termination of Investigation. In express reliance on the covenants and
       representations in this Consent Decree and to avoid further
       expenditure of public resources, the Bureau agrees to terminate its
       investigation. In consideration for the termination of said
       investigation, Knology agrees to the terms, conditions, and procedures
       contained herein. The Bureau further agrees that in the absence of new
       material evidence, the Bureau will not use the facts developed in this
       investigation through the Effective Date of the Consent Decree, or the
       existence of this Consent Decree, to institute, on its own motion, any
       new proceeding, formal or informal, or take any action on its own
       motion against Knology concerning the matters that were the subject of
       the investigation. The Bureau also agrees that it will not use the
       facts developed in this investigation through the Effective Date of
       this Consent Decree, or the existence of this Consent Decree, to
       institute on its own motion any proceeding, formal or informal, or
       take any action on its own motion against Knology with respect to
       Knology's basic qualifications, including its character
       qualifications, to be a Commission licensee or hold Commission
       authorizations.

    9. Compliance Plan. For purposes of settling the matters set forth
       herein, Knology agrees to create within thirty (30) calendar days from
       the Effective Date a Compliance Plan related to future compliance with
       the Act, the Commission's Rules, and the Commission's Orders. The Plan
       will include, at a minimum, the following components:

      a. Knology will conduct an education program for company lawyers,
         managers, and other parties responsible for and involved in the
         purchase, sale, or acquisition of telecommunications assets and
         telecommunications carriers, regarding the rules and requirements
         applicable to assignments and transfers of control under section 214
         of the Act and the Commission's rules.

      b. Knology commits to file applications relating to transactions
         involving transfers of control or assignments to the FCC
         sufficiently in advance of the targeted transaction closing or
         consummation date if it determines such approvals are needed.

      c. In transactions involving transfers of control or assignments,
         Knology will, as a practice, seek federal regulatory counsel
         involvement early in the process to ascertain what approvals, if
         any, are required.

      d. Knology will implement a policy of contacting federal regulatory
         counsel in advance in the event that Knology and other parties to
         the transaction consider moving the closing date before the original
         target closing date to ascertain whether any special temporary
         authority or other regulatory relief may be required to lawfully
         complete the transaction at an earlier time.

      e. Knology will seek and obtain from the Commission special temporary
         authority or other regulatory relief if it desires to close prior to
         receiving federal regulatory approval.

   10. Compliance Reports. Knology will file compliance reports with the
       Commission ninety (90) days after the Effective Date, twelve (12)
       months after the Effective Date, and twenty-four (24) months after the
       Effective Date. Each compliance report shall include a compliance
       certificate from an officer, as an agent of Knology, stating that the
       officer has personal knowledge that Knology has established operating
       procedures intended to ensure compliance with this Consent Decree,
       together with an accompanying statement explaining the basis for the
       officer's compliance certification. All compliance reports shall be
       submitted to Hillary S. DeNigro, Chief, Investigations and Hearings
       Division, Enforcement Bureau, Federal Communications Commission, 445
       12th Street, S.W., Washington, D.C. 20554. All reports shall also be
       submitted electronically to Ms. DeNigro at Hillary.DeNigro@fcc.gov.

   11. Termination Date. Unless stated otherwise,  the requirements of this
       Consent Decree will expire twenty-four (24) months after the effective
       date.

   12. Section 208 Complaints: Subsequent Investigations. Nothing in this
       Consent Decree shall prevent the Commission or its delegated authority
       from adjudicating complaints filed pursuant to section 208 of the Act
       against Knology or its affiliates for alleged violations of the Act,
       or for any other type of alleged misconduct, regardless of when such
       misconduct took place. The Commission's adjudication of any such
       complaint will be based solely on the record developed in that
       proceeding. Except as expressly provided in this Consent Decree, this
       Consent Decree shall not prevent the Commission from investigating new
       evidence of noncompliance by Knology of the Act, the rules, or the
       Adopting Order.

   13. Voluntary Contribution. Knology agrees that it will make a voluntary
       contribution to the United States Treasury in the amount of twelve
       thousand dollars ($12,000) within ten (10) business days after the
       Effective Date of the Adopting Order. The payment must be made by
       check or similar instrument, payable to the Order of the Federal
       Communications Commission. The payment must include the Account Number
       and FRN Number referenced in the caption to the Adopting Order.
       Payment by check or money Order may be mailed to Federal
       Communications Commission, P.O. Box 979088, St. Louis, MO 63197-9000.
       Payment by overnight mail may be sent to U.S. Bank - Government
       Lockbox #979088, SL-MO-C2-GL, 1005 Convention Plaza, St. Louis, MO
       63101. Payment by wire transfer may be made to ABA Number 021030004,
       receiving bank Federal Reserve Bank of New York, and account number
       27000001. Knology will also send an electronic notification on the
       date payment is made to Gerald Chakerian at Gerald.Chakerian@fcc.gov.

   14. Waivers. Knology waives any and all rights it may have to seek
       administrative or judicial reconsideration, review, appeal or stay, or
       to otherwise challenge or contest the validity of this Consent Decree
       and the Adopting Order, provided the Commission issues the Adopting
       Order without change, addition, modification, or deletion to the
       Consent Decree as executed by Knology. Knology shall retain the right
       to challenge Commission interpretation of the Consent Decree or any
       terms contained herein. If either Party (or the United States on
       behalf of the Commission) brings a judicial action to enforce the
       terms of the Adopting Order, neither Knology nor the Commission shall
       contest the validity of the Consent Decree or the Adopting Order, and
       Knology shall waive any statutory right to a trial de novo. Knology
       hereby agrees to waive any claims it may otherwise have under the
       Equal Access to Justice Act, 5 U.S.C. S: 504 and 47 C.F.R. S: 1.1501
       et seq., relating to the matters addressed in this Consent Decree.

   15. Severability. The Parties agree that if any of the provisions of the
       Adopting Order or the Consent Decree shall be invalid or
       unenforceable, such invalidity or unenforceability shall not
       invalidate or render unenforceable the entire Adopting Order or
       Consent Decree, but rather the entire Adopting Order or Consent Decree
       shall be construed as if not containing the particular invalid or
       unenforceable provision or provisions, and the rights and obligations
       of the Parties shall be construed and enforced accordingly. In the
       event that this Consent Decree in its entirety is rendered invalid by
       any court of competent jurisdiction, it shall become null and void and
       may not be used in any manner in any legal proceeding.

   16. Subsequent Rule or Order. The Parties agree that if any provision of
       the Consent Decree conflicts with any subsequent rule or Order adopted
       by the Commission (except an Order specifically intended to revise the
       terms of this Consent Decree to which Knology does not expressly
       consent) that provision will be superseded by such Commission rule or
       Order.

   17. Successors and Assigns. Knology agrees that the provisions of this
       Consent Decree shall be binding on its successors, assigns, and
       transferees.

   18. Final Settlement. The Parties agree and acknowledge that this Consent
       Decree shall constitute a final settlement between the Parties. The
       Parties further agree that this Consent Decree does not constitute
       either an adjudication on the merits or a factual or legal finding or
       determination regarding any compliance or noncompliance with the
       requirements of the Act or the Commission's Rules and Orders. The
       Parties agree that this Consent Decree is for settlement purposes only
       and that by agreeing to this Consent Decree, Knology  does not admit
       or deny any fact, noncompliance, violation, or liability for violating
       the Act in connection with the matters that are the subject of this
       Consent Decree.

   19. Modifications. This Consent Decree cannot be modified without the
       advance written consent of both Parties.

   20. Paragraph Headings. The headings of the Paragraphs in this Consent
       Decree are inserted for convenience only and are not intended to
       affect the meaning or interpretation of this Consent Decree.

   21. Authorized Representative. Each party represents and warrants to the
       other that it has full power and authority to enter into this Consent
       Decree.

   22. Counterparts. This Consent Decree may be signed in any number of
       counterparts (including by facsimile), each of which, when executed
       and delivered, shall be an original, and all of which counterparts
       together shall constitute one and the same fully executed instrument.


     ________________________________   
                                        
     Kris Anne Monteith                 
                                        
     Chief                              
                                        
     Enforcement Bureau                 
                                        
     ________________________________   
                                        
     Date                               
                                        
     ________________________________   
                                        
     Chad Wachter                       
                                        
     Vice President, General Counsel    
                                        
     Knology, Inc.                      
                                        
     ________________________________   
                                        
     Date                               


   47 U.S.C. S: 214.

   47 C.F.R. S: 63.03.

   47 U.S.C. S: 154(i).

   47 C.F.R. S:S: 0.111, 0.311.

   47 U.S.C. S: 214.

   47 C.F.R. S: 63.03.

   See Letter from Trent B. Harkrader, Deputy Chief, Investigations and
   Hearings Division, Enforcement Bureau, FCC, to Randall W. Sifers, Kelley,
   Drye & Warren LLP, Counsel for Knology, Inc., dated February 27, 2008
   ("February 27, 2008 LOI").

   See 47 U.S.C. S: 214(a).

   See Implementation of Section 402(b)(2)(A) of the Telecommunications Act
   of 1996; Petition for Forbearance of the Independent Telephone &
   Telecommunications Alliance, Report and Order and Second Memorandum
   Opinion and Order, 14 FCC Rcd 11364 (1999); 47 C.F.R. S: 63.01.

   See Implementation of Further Streamlining Measures for Domestic Section
   214 Authorizations, Report and Order, 17 FCC Rcd 5517, 5521, P: 5 (2002);
   47 C.F.R. S: 63.03.

   47 C.F.R. S: 63.03(a).

   47 C.F.R. S: 63.25.

   Public Notice, "Domestic Section 214 Application Filed for the Transfer of
   Control of Graceba Total Communications, Inc. to Knology of Alabama, Inc.,
   Streamlined Pleading Cycle Established," 22 FCC Rcd 21494 (Wir. Comp. Bur.
   2007).

   Public Notice, "Notice of Domestic Section 214 Authorization Granted," 23
   FCC Rcd 261 (Wir. Comp. Bur. 2008). On January 7, 2008, WCB requested that
   the Applicants file an application for Special Temporary Authority, and on
   January 9, 2008, WCB granted it by date-stamping the letter request. See
   Letter from Randall W. Sifers, Kelley, Drye & Warren LLP, Counsel for
   Knology, Inc., to Marlene H. Dortch, Secretary, FCC, dated January 9,
   2008.

   February 27, 2008 LOI.

   See Letter from Edward A. Yorkgitis, Jr., Kelley, Drye & Warren LLP,
   Counsel for Knology, Inc., to Trent B. Harkrader, Deputy Chief,
   Investigations and Hearings Division, Enforcement Bureau, FCC, dated March
   28, 2008.

   Federal Communications Commission DA 08-1876

                                       2

   Federal Communications Commission DA 08-1876

   Federal Communications Commission DA 08-1876

                                       1