Exhibit 10.34
	  


	
July 1, 2007


	   


	Shenandoah Telecommunications Company
	500 Shentel Way
	P.O. Box 459
	Edinburg, Virginia 22824
	(FAX) 540-984-8192
	Attn: Vice President – Finance
	Attn: General Counsel
	 


		Subject:  Amendment


	 
	
Ladies and Gentlemen:

                Reference is made to that certain Second Amended and Restated Master Loan Agreement, between Shenandoah
Telecommunications Company (the “Borrower”) and CoBank, ACB (“CoBank”), dated as of November 30, 2004 (as it may be amended, modified, supplemented, restated or extended
from time to time, the “MLA”), as supplemented by that certain Second Amendment to Term Supplement, between the Borrower
and CoBank, dated as of November 30, 2004 (as it may be amended, modified, supplemented, restated
or extended from time to time, the “Term Supplement”) and that certain Third Supplement to the Master Loan Agreement, between the Borrower and CoBank,
dated as of November 30, 2004 (as it may be amended, modified, supplemented, restated or extended
from time to time, the “Third Supplement”; the MLA as supplemented by the Term Supplement and Third Supplement, collectively, the “Loan Agreement”). Capitalized terms used and not defined herein shall have the meanings assigned to them in
the Loan Agreement.

Amendment

                Upon the effectiveness of this letter agreement, Section 5(B) of the Third Supplement is hereby amended
by deleting it in its entirety and inserting in lieu thereof the following:



	

 









	
Shenandoah Telecommunications Company

  July 1, 2007

    Page 2


	 


	 	                (B)           Commitment Fee.  In consideration of the Commitment, the Borrower agrees to pay to CoBank a commitment fee on
the average daily unused portion of the Commitment at the rate of 0.1875% per annum, payable quarterly
in arrears by the 20th day of the month following each calendar quarter, or such other day as CoBank
may require in a written notice to the Borrower. Such fee is payable for each quarter (or portion
thereof) occurring during the original or any extended term of the Commitment.


	 
	
General

                Except as expressly provided by this letter agreement, the terms and provisions of the Loan Agreement
and the other Loan Documents are hereby ratified and confirmed and shall continue in full force and
effect. By agreeing to this letter agreement as acknowledged below, the Borrower hereby certifies
and warrants to CoBank that after giving effect to the amendment effected hereby, each of its representations
and warranties contained in the Loan Agreement and the other Loan Documents to which it is a party
is true and correct as of the effective date of this letter agreement, including that no Potential
Default or Event of Default exists, with the same effect as though made on such effective date (except
to the extent any such representation or warranty is expressly stated to have been made as of a specific
date, in which case such representation or warranty shall be true and correct as of such specified
date). Without limiting any conditions to effectiveness set forth above, the amendment provided and
agreed to herein is to be effective only upon receipt by CoBank of an execution counterpart of this
letter agreement signed by the Borrower and such amendment is conditioned upon the correctness of
all representations and warranties made by the Borrower herein or as provided to CoBank in connection
with the request for such amendment. The amendment contained herein shall not constitute a course
of dealing between the Borrower and CoBank, shall not constitute a waiver of any other Event of Default,
now or hereafter arising, and, except as expressly provided in connection with the amendment set
forth herein, shall not constitute an amendment of any provision of the Loan Agreement or the other
Loan Documents. The Borrower hereby confirms its obligation to reimburse CoBank for all costs associated
with the negotiation, execution, enforcement and administration of this letter agreement and the
Loan Agreement, including, without limitation, all reasonable outside attorneys’ fees and expenses incurred by CoBank.



	

 









	
                This letter agreement shall be governed by, construed and enforced in accordance with all provisions
of the Loan Agreement and the other Loan Documents.

	 


	 	Sincerely,
	 	 
	 	COBANK, ACB
	 	 
	 	By:	/s/ Kurt Morris
	 	 	
	 
	 	 	Name:  Kurt Morris
	 	 	Title:  Vice President


	 
	 
	
Acknowledged and agreed to:

SHENANDOAH TELECOMMUNICATIONS

COMPANY



	 
	By:	/s/ Earle A. MacKenzie
	 	
	 
	 	Name: Earle A. MacKenzie
	 	Title:  
Executive Vice President & Treasurer