Exhibit 10.35
	 


	  October 26, 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 and Waiver


	 
	
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 Term Supplement, between the Borrower and CoBank, dated as
of June 22, 2001 (as amended by that certain First Amendment to Term Supplement, dated as of September
1, 2001 and by that certain Second Amendment to Term Supplement, dated as of November 30, 2004, and
as it may be further 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 amended by that certain letter agreement, dated as of July 1, 2007,
and as may be further 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 8(A)(3) of the MLA is hereby amended by deleting
it in its entirety and inserting in lieu thereof the following:

	 


	 	                (3)  Fundamental Changes.  (i) merge or consolidate with any other entity, acquire all or substantially all of the
assets of any person or entity, provided that the Borrower and the Pledged Subsidiaries may without
the consent of CoBank acquire all or substantially all of the assets of any person or person or entity
or entities, so long as after giving effect to such asset acquisitions, (x) the Borrower in each
case is in compliance on a pro forma basis with the covenants 


	

 









	 	set forth in Subsections 7(J) through 7(L) hereof and (y) the representations and warranties set forth
in Section 6(P) hereof are true and correct, (ii) form or create any subsidiary or affiliate
other than in compliance with the provisions of Section 2 of the Second Amended and Restated Pledge
Agreement, dated as of even date herewith), by and between CoBank and the Borrower (the “Pledge Agreement”), or (iii) commence operations under any other name, organization, or entity, including
any joint venture. 


	 
	
               Upon
    the effectiveness of this letter agreement, Section 8(B)(3) of the MLA is hereby amended by deleting  it in its entirety and inserting in lieu thereof the following:

	 


	 	                (3)  Fundamental Changes. (i) Merge or consolidate with any other entity, or acquire all or substantially all of the assets of
any person or entity, provided that the Borrower and the Pledged Subsidiaries may without the consent
of CoBank acquire all or substantially all of the assets of any person or person or entity or entities,
so long as after giving effect to such asset acquisitions, (x) the Borrower in each case is in compliance
on a pro forma basis with the covenants set forth in Subsections 7(J) through 7(L) hereof and (y)
the representations and warranties set forth in Section 6(P) hereof are true and correct, (ii) form
or create any subsidiary other than in compliance with the provisions of Section 2 of the Pledge
Agreement, or (iii) commence operations under any other name, organization, or entity, including
any joint venture, or issue any additional capital stock other than to the Borrower or any Pledged Subsidiary.


	 
	
Waiver

                The Borrower has advised CoBank that NTC Communications, LLC (“NTC”) has been dissolved and its assets have been acquired by Shentel Coverged Services, Inc. (the “Pledgor”). In reliance on the representations and warranties provided by the Borrower to CoBank in this
letter agreement and in connection with the request for such waiver, and subject to the effectiveness
of this letter agreement as described below, CoBank hereby waives any Potential Default or Event
of Default occurring as a result of such dissolution or acquisition under the Loan Agreement or the
Membership Interest Pledge Agreement, dated as of November 30, 2004, between CoBank and Pledgor,
provided that all assets of NTC were acquired or distributed to Pledgor. 

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 and waiver 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
and waiver 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 and waiver 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 and waiver. The amendment and waiver
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 and waiver set forth herein, shall not constitute an amendment
or waiver 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:	 
	 	 	
	 
	 	 	Name:  Kurt Morris
	 	 	Title:  Vice President


	 
	 
	Acknowledged and agreed to:

        SHENANDOAH TELECOMMUNICATIONS

      COMPANY



	 
	By:	 
	 	
	 
	 	    Name: Earle A. MacKenzie
	 	    Title:  
      Executive Vice President