EXHIBIT 10.1


 


FIRST AMENDMENT


 


FIRST AMENDMENT, dated
as of April 4, 2017 (this "Amendment"), to the Loan Agreement, dated as of January 25, 2016 (as amended,
restated or otherwise modified from time to time, the “Loan Agreement”), by and among Otelco Inc., a Delaware
corporation (the "Parent" and, together with each Person (as defined therein) that executes a joinder agreement
and becomes a "Borrower" thereunder, each a "Borrower" and collectively, the "Borrowers"),
each subsidiary of the Parent listed as a "Guarantor" on the signature pages thereto (together with each other
Person that executes a joinder agreement and becomes a "Guarantor" thereunder or otherwise guaranties all or any part
of the Obligations (as defined therein), each a "Guarantor" and collectively, the "Guarantors"),
the lenders from time to time party thereto (each a "Lender" and collectively, the "Lenders"),
Cerberus Business Finance, LLC, a Delaware limited liability company ("Cerberus"), as collateral agent for the
Lenders (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent"),
and Cerberus, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity,
the "Administrative Agent" and together with the Collateral Agent, each an "Agent" and collectively,
the "Agents"). All terms used herein that are defined in the Loan Agreement and not otherwise defined herein shall
have the meanings assigned to them in the Loan Agreement.


 


WHEREAS, the Borrowers,
the Agents and the Lenders wish to amend certain terms and provisions of the Loan Agreement as hereinafter set forth.


 


NOW THEREFORE,
in consideration of the premises and other good and valuable consideration, the parties hereto hereby agree as follows:


 


1.            Amendment
to Loan Agreement. Section 7.02(g) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:


 


"(g)          Capital
Expenditures. Make or commit or agree to make, or permit any of its Subsidiaries to make or commit or agree to make, any Capital
Expenditure (by purchase or Capitalized Lease) that would cause the aggregate amount of all Capital Expenditures made by the Loan
Parties and their Subsidiaries to exceed (i) for Fiscal Year 2017, $8,500,000, (ii) for Fiscal Year 2018, $7,500,000 and (iii)
for any Fiscal Year thereafter, $6,515,000.


 


2.            Representations
and Warranties. Each Loan Party hereby jointly and severally represents and warrants to the Agents and the Lenders, as of the
date hereof, as follows:


 


(a)          Representations
and Warranties; No Event of Default. The representations and warranties contained herein, in Article VI of the Loan Agreement
and in each other Loan Document, certificate or other writing delivered by or on behalf of any Loan Party pursuant to the Loan
Agreement or any Loan Document on or prior to the First


 




     


     


    

 


Amendment Effective Date
(as defined below) are true and correct on and as of such date as though made on and as of such date, except to the extent that
any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty
shall be true and correct on and as of such earlier date), and no Default or Event of Default has occurred and is continuing as
of the First Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms.


 


(b)          Authorization,
Etc. The execution and delivery of this Amendment by each Loan Party, and the performance of the Loan Agreement, as amended
hereby, (i) have been duly authorized by all necessary action, (ii) do not and will not contravene (A) any of its Governing Documents,
(B) any applicable material Requirement of Law or (C) any material Contractual Obligation binding on or otherwise affecting it
or any of its properties, (iii) do not and will not result in or require the creation of any Lien (other than pursuant to any Loan
Document) upon or with respect to any of its properties, and (iv) do not and will not result in any default, noncompliance, suspension,
revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations
or any of its properties, except, in the case of this subclause (iv), to the extent where such contravention, default, noncompliance,
suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.


 


(c)          Enforceability
of Amendment. This Amendment has been duly executed and delivered by such Loan Party and constitutes the legal, valid and binding
obligations of each such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement
of creditors' rights generally and by general principles of equity.


 


3.            Conditions
Precedent to Effectiveness. This Amendment shall become effective upon satisfaction in full, in a manner reasonably satisfactory
to the Agents, or waived, of the following conditions precedent (the first date upon which all such conditions shall have been
satisfied (or waived) being herein called the "First Amendment Effective Date"):


 


(a)          Payment
of Fees, Etc. The Borrowers shall have paid on or before the date of this Amendment all fees, costs, expenses and taxes then
payable pursuant to this Amendment or Section 12.04 of the Loan Agreement (including, without limitations, the First Amendment
Fee referred to below).


 


(b)          Delivery
of Documents. The Agents shall have received on or before the First Amendment Effective Date this Amendment, duly executed
by the Loan Parties, each Agent and each Lender.


 


4.            First
Amendment Fee. On the First Amendment Effective Date, the Borrowers shall pay to the Collateral Agent for the account of the
Lenders that are signatory to the First Amendment, a non-refundable amendment fee (the "First


 




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Amendment Fee")
in the aggregate amount of $77,875.00 which shall be deemed fully earned when paid.


 


5.            Continued
Effectiveness of the Loan Agreement and Other Loan Documents. Each Loan Party hereby (i) acknowledges and consents to this
Amendment, (ii) confirms and agrees that the Loan Agreement and each other Loan Document to which it is a party is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the First
Amendment Effective Date all references in the Loan Agreement or any other Loan Document to "Loan Agreement", the "Agreement",
"thereto", "thereof", "thereunder" or words of like import referring to the Loan Agreement shall
mean the Loan Agreement as amended by this Amendment, and (iii) confirms and agrees that to the extent that the Loan Agreement
or any such other Loan Document purports to assign or pledge to the Collateral Agent for the benefit of the Agents and the Lenders,
or to grant to the Collateral Agent for the benefit of the Agents and the Lenders a security interest in or Lien on, any Collateral
as security for the Obligations or Guaranteed Obligations, as the case may be, of any Loan Party from time to time existing in
respect of the Loan Agreement (as amended hereby) and the other Loan Documents, such pledge, assignment and/or grant of the security
interest or Lien is hereby ratified and confirmed in all respects. This Amendment does not and shall not affect any of the obligations
of any Loan Party, other than as expressly provided herein, including, without limitation, the Borrowers' obligation to repay the
Loans in accordance with the terms of Loan Agreement, or the obligations of any other Loan Party under any Loan Document to which
it is a party, all of which obligations shall remain in full force and effect. Except as expressly provided herein, the execution,
delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agents or any Lender
under the Loan Agreement or any other Loan Document, nor constitute a waiver of any provision of the Loan Agreement or any other
Loan Document.


 


6.            Release
by the Loan Parties.


 


(a)          Effective
on the First Amendment Effective Date, each Loan Party, for itself and on behalf of its successors, assigns, and officers, directors,
employees and agents, hereby waives, releases, remises and forever discharges each Agent, each Lender, each of their respective
Affiliates, and each of their respective successors in title, past, present and future officers, directors, employees, limited
partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals
(each a "Releasee" and, collectively, the "Releasees"), from any and all past, present and future
claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements,
demands, obligations, liabilities, causes of action, damages, losses, costs and expenses of any kind or character, whether based
in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a
"Claim" and, collectively, the "Claims"), whether known or unknown, fixed or contingent, direct,
indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforeseen, past or present, liquidated or unliquidated,
suspected or unsuspected, which any Loan Party ever had from the beginning of the world, now has, or might hereafter have against
any such Releasee, which Claims


 




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relate, directly or indirectly,
to any act or omission by any Releasee that occurred on or prior to the date of this Amendment and relate, directly or indirectly,
to the Loan Agreement, any other Loan Document, or any acts or omissions of any such Releasee that occurred on or prior to the
date of this Amendment with respect to the Loan Agreement or any other Loan Document, or the lender-borrower relationship evidenced
by the Loan Documents, except for the duties and obligations set forth in this Amendment and the duties and obligations set forth
in the Loan Documents to be performed on or after the date of this Amendment, and agrees that it will not sue (at law, in equity,
in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by such Person
pursuant to this Section.


 


7.            Reaffirmation
of Loan Parties. Each Loan Party hereby reaffirms its obligations under the Loan Agreement and each other Loan Document to
which it is a party. Each Loan Party hereby further ratifies and reaffirms the validity and enforceability of all of the Liens
and security interests heretofore granted by it, pursuant to and in connection with the Loan Agreement or any other Loan Document
to the Agents, on behalf and for the benefit of the Agents and each Lender, as collateral security for the obligations under the
Loan Agreement and the other Loan Documents in accordance with their respective terms, and acknowledges that all of such liens
and security interests, and all collateral heretofore pledged by it as security for such obligations, continues to be and remain
collateral for such obligations. Although each of the Guarantors has been informed of the matters set forth herein and has acknowledged
and agreed to same, each of the Guarantors understands that the Agents and the Lenders shall have no obligation to inform the Guarantors
of such matters in the future or to seek the Guarantors' acknowledgement or agreement to future amendments, waivers, or modifications,
and nothing herein shall create such a duty.


 


8.            Miscellaneous.


 


(a)          This
Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which
shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed
counterpart of this Amendment by facsimile or electronic mail shall be equally effective as delivery of an original executed counterpart
of this Amendment.


 


(b)          Section
and paragraph headings herein are included for convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.


 


(c)          This
Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.


 


(d)          This
Amendment constitutes a "Loan Document" under the Loan Agreement.


 




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(e)          Any
provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity
or enforceability of such provision in any other jurisdiction.


 


(f)          The
Borrowers will pay (or cause to be paid) promptly upon receipt of a reasonably detailed invoice therefor, all reasonable and documented
out-of-pocket fees, costs and expenses of the Agents in connection with the preparation, execution and delivery of this Amendment
in accordance with and pursuant to Section 12.04 of the Loan Agreement, including, without limitation, reasonable and documented
fees, costs and expenses of Schulte Roth & Zabel LLP, counsel to the Agents.


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.


 


	 	BORROWER:
	 	 
	 	OTELCO INC.
	 	 
	 	By:	/s/ Curtis L. Garner, Jr.
	 	 	Curtis L. Garner, Jr.
	 	 	Chief Financial Officer and Secretary
	 	 
	 	GUARANTORS:
	 	 
	 	OTELCO TELEPHONE LLC
	 	HOPPER TELECOMMUNICATIONS LLC
	 	BRINDLEE MOUNTAIN TELEPHONE LLC
	 	BLOUNTSVILLE TELEPHONE LLC
	 	MID-MAINE TELECOM LLC
	 	MID-MAINE TELPLUS LLC
	 	OTELCO MID-MISSOURI LLC
	 	
        OTELCO TELECOMMUNICATIONS LLC

        I-LAND INTERNET SERVICES LLC

	 	CRC COMMUNICATIONS LLC
	 	GRANBY TELEPHONE LLC
	 	SACO RIVER TELEPHONE LLC
	 	PINE TREE TELEPHONE LLC
	 	SHOREHAM TELEPHONE LLC
	 	 
	 	By:	/s/ Curtis L Garner, Jr.
	 	 	Curtis L. Garner, Jr.
	 	 	Chief Financial Officer and Secretary


 




     


     


    

 


	 	COLLATERAL AGENT AND ADMINISTRATIVE AGENT:
	 	 
	 	CERBERUS BUSINESS FINANCE, LLC
	 	 
	 	By:	/s/ Eric Miller
	 	 	Name: Eric Miller
	 	 	Title: Executive Vice President


 




     


     


    

 


 


	 	LENDERS:
	 	 
	 	CERBERUS ASRS FUNDING LLC
	 	 	 
	 	By:	/s/ Eric Miller
	 	Name: Eric Miller
	 	Title: Vice President
	 	 	 
	 	Cerberus ASRS Holdings LLC
	 	 	 
	 	By:	/s/ Eric Miller
	 	Name: Eric Miller
	 	Title: Vice President
	 	 	 
	 	Cerberus AUS Levered Holdings LP
	 	By: CAL I GP Holdings LLC
	 	Its: General Partner
	 	 	 
	 	By:	/s/ Eric Miller
	 	Name: Eric Miller
	 	Title: Senior Managing Director
	 	 
	 	CERBERUS AUS LEVERED II LP
	 	By: CAL II GP, LLC
	 	Its: General Partner
	 	 	 
	 	By:	/s/ Eric Miller
	 	Name: Eric Miller
	 	Title: Vice President
	 	 	 
	 	CERBERUS ICQ LEVERED LOAN OPPORTUNITIES FUND, L.P.
	 	By: Cerberus ICQ Levered Opportunities GP, LLC
	 	Its: General Partner
	 	 	 
	 	By:	/s/ Eric Miller
	 	Name: Eric Miller
	 	Title: Senior Managing Director


 




     


     


    

 


	 	CERBERUS ICQ LEVERED LLC
	 	 	 
	 	By:	/s/ Eric Miller
	 	Name: Eric Miller
	 	Title: Vice President
	 	 	 
	 	CERBERUS ICQ OFFSHORE LEVERED LP
	 	By: Cerberus ICQ Offshore GP LLC
	 	Its: General Partner
	 	 	 
	 	By:	/s/ Eric Miller
	 	Name: Eric Miller
	 	Title: Senior Managing Director
	 	 	 
	 	CERBERUS ICQ OFFSHORE LOAN OPPORTUNITIES MASTER FUND, L.P.
	 	By: Cerberus ICQ Offshore Levered GP, LLC
	 	Its: General Partner
	 	 	 
	 	By:	/s/ Eric Miller
	 	Name: Eric Miller
	 	Title: Senior Managing Director
	 	 	 
	 	CERBERUS KRS LEVERED LOAN OPPORTUNITIES FUND, L.P.
	 	By: Cerberus KRS Levered Opportunities GP, LLC
	 	Its: General Partner
	 	 	 
	 	By:	/s/ Eric Miller
	 	Name: Eric Miller
	 	Title: Senior Managing Director
	 	 	 
	 	CERBERUS KRS LEVERED LLC
	 	 	 
	 	By:	/s/ Eric Miller
	 	Name: Eric Miller
	 	Title: Vice President


 




     


     


    

 


	 	CERBERUS LEVERED LOAN OPPORTUNITIES FUND III, L.P.
	 	By: Cerberus Levered Opportunities III GP, LLC
	 	Its: General Partner
	 	 	 
	 	By:	/s/ Eric Miller
	 	Name: Eric Miller
	 	Title: Senior Managing Director
	 	 	 
	 	CERBERUS LOAN FUNDING XV L.P.
	 	By: Cerberus ICQ GP, LLC
	 	Its: General Partner
	 	 	 
	 	By:	/s/ Eric Miller
	 	Name: Eric Miller
	 	Title: Senior Managing Director
	 	 	 
	 	CERBERUS LOAN FUNDING XVI LP
	 	By: Cerberus PSERS GP, LLC
	 	Its: General Partner
	 	 	 
	 	By:	/s/ Eric Miller
	 	Name: Eric Miller
	 	Title: Senior Managing Director
	 	 	 
	 	CERBERUS N-1 FUNDING LLC
	 	 	 
	 	By:	/s/ Eric Miller
	 	Name: Eric Miller
	 	Title: Vice President
	 	 	 
	 	CERBERUS NJ CREDIT OPPORTUNITIES FUND, L.P.
	 	By: Cerberus NJ Credit Opportunities GP, LLC
	 	Its: General Partner
	 	 	 
	 	By:	/s/ Eric Miller
	 	Name: Eric Miller
	 	Title: Senior Managing Director


 




     


     


    

 


	 	CERBERUS OFFSHORE LEVERED III LP
	 	By: COL III GP Inc.
	 	Its: General Partner
	 	 	 
	 	By:	/s/ Eric Miller
	 	Name: Eric Miller
	 	Title: Vice President
	 	 	 
	 	CERBERUS OFFSHORE LEVERED LOAN OPPORTUNITIES MASTER FUND III, L.P.
	 	By: Cerberus Offshore Levered Opportunities III GP, LLC
	 	Its: General Partner
	 	 	 
	 	By:	/s/ Eric Miller
	 	Name: Eric Miller
	 	Title: Senior Managing Director
	 	 	 
	 	CERBERUS ONSHORE LEVERED III LLC
	 	 	 
	 	By:	/s/ Eric Miller
	 	Name: Eric Miller
	 	Title: Vice President
	 	 	 
	 	Cerberus PSERS LEVEReD LOAN OPPORTUNITIES FUND, L.P.
	 	By: Cerberus PSERS Levered Opportunities GP, LLC
	 	Its: General Partner
	 	 	 
	 	By:	/s/ Eric Miller
	 	Name: Eric Miller
	 	Title: Senior Managing Director


 




     


     


    

 


	 	CERBERUS SWC LEVERED II LLC
	 	 	 
	 	By:	/s/ Eric Miller
	 	Name: Eric Miller
	 	Title: Vice President
	 	 	 
	 	CERBERUS SWC LEVERED LOAN OPPORTUNITIES MASTER FUND, L.P.
	 	By: Cerberus SWC Levered Opportunities GP, LLC
	 	Its: General Partner
	 	 	 
	 	By:	/s/ Eric Miller
	 	Name: Eric Miller
	 	Title: Senior Managing Director