Exhibit 10.20

                                                                 Loan No. ML0743

                      MEMBERSHIP INTEREST PLEDGE AGREEMENT

      This MEMBERSHIP INTEREST PLEDGE AGREEMENT (this "Agreement"), dated as of
November 30, 2004, is entered into by SHENANDOAH TELECOMMUNICATIONS COMPANY
("Pledgor") in favor of COBANK, ACB ("Secured Party").

                                R E C I T A L S:

      WHEREAS, Secured Party and Pledgor have entered into that certain Second
Amended and Restated Master Loan Agreement, dated of even date herewith (as the
same may be amended, supplemented, extended or restated from time to time, the
"MLA"), that certain Term Supplement, dated as of June 22, 2001, as amended by
that certain First Amendment to term Loan Supplement, dated as of September 1,
2001, and by that certain Second Amendment to Term Supplement, dated as of even
date herewith (as the same may be further amended, supplemented, extended or
restated from time to time, the "Term Supplement") providing for a term loan in
the original principal amount of $45,965,690, and that certain Third Supplement
to the Master Loan Agreement, dated as of even date herewith (as the same may be
amended, supplemented, extended or restated from time to time, the "Third
Supplement"; the MLA, as supplemented by the Term Supplement and the Third
Supplement, the "Loan Agreement") providing for a reducing revolving line of
credit of up to $15,000,000 (the "Revolving Loan"); and

      WHEREAS, Pledgor is the legal and beneficial owner of the Membership
Interests (as defined in Section 2 hereof) of each Person as specified on
Schedule 1 attached hereto and incorporated herein by reference (collectively,
the "Pledged Entities"); and

      WHEREAS, as an inducement to Secured Party to execute the MLA and Third
Supplement and to make the Revolving Loan, Pledgor desires to grant Secured
Party a first-priority security title and lien in and to the Collateral (as
hereinafter defined).

      NOW, THEREFORE, in consideration of the foregoing, and intending to be
legally bound hereby, Pledgor and Secured Party agree as follows:

      SECTION 1. Definitions. Capitalized terms used in this Pledge Agreement,
unless otherwise defined herein, shall have the meanings assigned to them in the
Loan Agreement.

      SECTION 2. Secured Obligations; Pledge; Collateral. To secure (i) the
payment and performance in full of all (i) the payment and performance of all
obligations of Pledgor under the MLA (as such obligations relate to the Term
Supplement and the Third Supplement), the Term Supplement and the Third
Supplement, any related Notes and other Loan Documents executed in connection
therewith, (ii) the payment of all other indebtedness and the performance of all
other obligations of Pledgor to Secured Party under any future Supplement to the
MLA that by its terms provides that the loan or other extension of credit
described therein shall be secured

<PAGE>
Membership Interests Pledge Agreement/Shenandoah Telecommunications Company
Loan No. ML0743

by a lien and security interest in the Collateral pursuant to this Pledge
Agreement, and (iii) the payment of any and all additional advances made or
costs or expenses incurred by Secured Party to protect or preserve the
Collateral or the security title, lien and security interest created hereby or
for any other purpose provided herein (whether or not Pledgor remains the owner
of the Collateral at the time such advances are made or costs or expenses are
incurred) (collectively, the "Secured Obligations"), Pledgor hereby pledges,
hypothecates, assigns, transfers, sets over and delivers unto Secured Party, and
grants to Secured Party a lien upon and a security interest in (a) all right,
title and interest of Pledgor, whether legal or equitable, now or hereafter
existing or acquired, and howsoever evidenced or arising, in each Pledged Entity
(collectively, the "Membership Interests"), (b) any cash, additional Membership
Interests or other property at any time and from time to time receivable or
otherwise distributable in respect of, in exchange for, or in liquidation of,
any and all of the Membership Interests, together with the proceeds thereof
(collectively, the "Distributions") and (c) all certificates, accounts, chattel
paper, instruments, general intangibles, cash, books, records, notices and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for the Membership Interests or the Distributions,
together with all rights of Pledgor to receive and retain any of the foregoing
and all proceeds of the foregoing (all such Membership Interests, Distributions
and other proceeds thereof, collectively, the "Collateral"). Notwithstanding the
foregoing, if at any time Pledgor demonstrates to Secured Party on a pro forma
basis, taking into consideration the acquisition of any Pledged Entity hereafter
acquired by Pledgor, that Pledgor will achieve and maintain for the then
remaining life of the Loans (i) a Total Leverage Ratio (as determined in
accordance with Section 7 of the MLA) less than or equal to 2.5:1.0 and (ii) an
Equity to Total Assets Ratio (as determined in accordance with Section 7 of the
MLA) greater than or equal to 35.0%, and the remaining life of the all Loans
then outstanding is less than 7 years, Secured Party shall release the lien and
security interest granted herein in such shares, capital stock, securities,
cash, property and other proceeds thereof of such Pledged Entity. Upon a
determination by Secured Party to grant such a request, for purposes of this
Pledge Agreement such entity shall no longer be considered a Pledged Entity, all
such membership and other ownership interests, cash, property and other proceeds
shall no longer be considered part of the Collateral, and Secured Party shall
deliver to Pledgor UCC termination statements and any other documents reasonably
requested by Pledgor to evidence such release.

      Upon delivery to Secured Party, all property comprising part of the
Collateral, except as provided below, shall be accompanied by proper instruments
of assignment duly executed by Pledgor and by such other instruments or
documents as Secured Party may reasonably request. Upon any certification of the
Membership Interests or the issuance to Pledgor of any additional certificates
representing Membership Interests in the Pledged Entities thereafter, Pledgor
shall hold such certificates as Secured Party's agent and in trust for Secured
Party as additional Collateral and shall pledge and deliver to Secured Party
such certificates, along with proper instruments of assignment or membership
interest transfer powers in blank duly executed by Pledgor and by such other
instruments or documents as Secured Party or its counsel may reasonably request.
Each delivery of such certificates or other issuance of uncertificated
Membership Interests to Pledgor shall be accompanied by a schedule showing the
numbers of the certificates (or other interests) therefor, theretofore and then
being delivered or pledged to Secured Party hereunder, which schedules shall be
attached hereto as Schedule 1 and made a part hereof. Each schedule so delivered
shall supersede any prior schedules so delivered. In case any


                                       2
<PAGE>
Membership Interests Pledge Agreement/Shenandoah Telecommunications Company
Loan No. ML0743

distribution of any additional Membership Interests shall be made on or in
respect of the Membership Interests or any property shall be distributed upon or
with respect to the Membership Interests pursuant to the recapitalization or
reclassification of the Membership Interests or pursuant to the reorganization
thereof, the property so distributed shall be delivered to Secured Party to be
held by it as additional Collateral. All sums of money and property so paid or
distributed in respect of the Membership Interests which are received by Pledgor
may be received by Pledgor and used in the ordinary course of its business;
provided, however, upon the occurrence and during the continuance of an Event of
Default, such sums shall, until paid or delivered to Secured Party, be held by
Pledgor in trust for the benefit of Secured Party as additional Collateral.

      TO HAVE AND TO HOLD the Collateral, together with all rights, titles,
interests, powers, privileges and preferences pertaining or incidental thereto,
unto Secured Party, its successors and assigns, forever, subject, however, to
the terms, covenants and conditions hereinafter set forth.

      SECTION 3. Representations and Warranties. Pledgor hereby represents and
warrants that, except for security interests granted herein, Pledgor is the
legal, equitable and beneficial owner of the Membership Interests, and holds the
same free and clear of all liens, charges, encumbrances and security interests
of every kind and nature and free and clear of all warrants, options, rights to
purchase, rights of first refusal and other interests of any Person; that
Pledgor has legal authority to pledge the Collateral in the manner hereby done
or contemplated; that the execution and delivery of this Pledge Agreement, and
the performance of its terms, will not result in any violation of any provision
of Pledgor's or any Pledged Entity's articles of organization or operating
agreement, or violate or constitute a default under the terms of any trust
agreement or other agreement, indenture or other instrument, license, judgment,
decree, order, law, statute, ordinance or other governmental rule or regulation
applicable to Pledgor or any Pledged Entity or any of Pledgor's or any Pledged
Entity's property; that no approval, consent or authorization of any
Governmental Authority which has not heretofore been obtained is necessary for
the execution or delivery by Pledgor of this Pledge Agreement or for the
performance by Pledgor of any of the terms or conditions hereof or thereof; and
that this pledge is effective to vest in Secured Party the rights of Pledgor in
the Collateral as set forth herein.

      SECTION 4. Membership Interests of the Pledged Entities. Pledgor
represents that it is the registered and beneficial owner of Membership
Interests in the Pledged Entities set forth on Schedule 1 hereto, as such
schedule may be amended by Pledgor from time to time pursuant to this Sections 2
and 4. The outstanding Membership Interests owned by Pledgor of each Pledged
Entity has been duly authorized and are validly issued, fully paid and
non-assessable. Pledgor shall amend Schedule 1 from time to time as necessary
for the information thereon to be true and correct and, with each such delivery,
shall be deemed to remake all of the representations and warranties contained in
this Pledge Agreement. Schedule 1 shall be amended by Pledgor's delivery of an
amended Schedule 1 to Secured Party in accordance with Section 2 of this Pledge
Agreement.

      SECTION 5. Additional Membership Interests; Transfer. Without the prior
written consent of Secured Party, Pledgor will not (i) consent to or approve of
the issuance of


                                       3
<PAGE>
Membership Interests Pledge Agreement/Shenandoah Telecommunications Company
Loan No. ML0743

any additional Membership Interests or certificates representing Membership
Interests by any Pledged Entity, or to any options, subscription rights,
warrants or other instruments in respect thereof, (ii) consent to, approve of or
permit any merger, consolidation, reorganization or any sale or lease of
substantially all the assets of any Pledged Entity (except as permitted by the
Loan Agreement), or (iii) consent to or approve the repurchase or redemption by
any Pledged Entity of any of its Membership Interests.

      SECTION 6. Covenants with Respect to Collateral. Pledgor hereby covenants
and agrees with respect to the Collateral as follows:

            (A) Pledgor will cause any additional Membership Interests issued to
      Pledgor by any Pledged Entity or property issued by any Pledged Entity
      with respect to the Collateral, whether for value paid by Pledgor or
      otherwise, to be forthwith deposited and pledged hereunder and delivered
      to Secured Party, free and clear of all liens, charges, encumbrances and
      security interests of every kind and nature, and in each case accompanied
      by proper instruments of assignment duly executed.

            (B) Pledgor will defend its title to, and the interest of the
      Secured Party in the Collateral against the claims of all Persons
      whomsoever.

            (C) Without the prior written consent of Secured Party, Pledgor will
      not sell, assign, transfer or otherwise dispose of, grant any option with
      respect to, or pledge or grant any security interest in or otherwise
      encumber or restrict any of the Collateral or any interest therein, except
      for the pledge thereof, and security interest therein, provided for in
      this Pledge Agreement.

      SECTION 7. Rights Regarding Collateral. Pledgor shall have the right to
receive distributions from the Pledged Entities until the occurrence and during
the continuance of an Event of Default. In the event Pledgor shall receive any
distribution not permitted pursuant to this Section 7, Pledgor shall pay and
contribute into such Pledged Entities all such distributions and any and all
money and other property received by Pledgor in contravention of this Section 7.
So long as no Event of Default hereunder shall have occurred and be continuing,
Pledgor shall have the right to exercise all of its voting, consensual and other
powers of ownership pertaining to the Collateral for all purposes not
inconsistent with the terms of this Pledge Agreement or any of the other Loan
Documents. Upon the occurrence and during the continuance of a Default
hereunder, all rights of Pledgor to exercise its voting, consensual and other
powers of ownership pertaining to the Collateral shall become vested in Secured
Party upon written notice from Secured Party to Pledgor, and thereupon Secured
Party shall have the sole and exclusive authority to exercise such voting,
consensual and other powers of ownership which Pledgor shall otherwise be
entitled to exercise.

      SECTION 8. Event of Default. The breach of or failure to pay or perform
any of the obligations secured hereby in accordance with their respective terms,
the breach of or failure to perform or observe any representation, warranty,
covenant or agreement contained in this Pledge Agreement or the existence of any
breach, Default or Event of Default under any of the Loan Documents shall
constitute a "Event of Default" hereunder; provided that any breach of the


                                       4
<PAGE>
Membership Interests Pledge Agreement/Shenandoah Telecommunications Company
Loan No. ML0743

terms of this Pledge Agreement which shall also constitute a breach of any other
Loan Document shall be subject to the same notice and cure right applicable to
such breach under such Loan Document.

      SECTION 9. Secured Party's Rights and Remedies. Upon the occurrence of an
Event of Default, and subject to any applicable requirements contained in the
organizational documents of the Pledged Entities:

            (A) Secured Party shall thereupon have, in addition to all other
      rights provided herein and in the Loan Documents, subject to any necessary
      approval of the FCC, the rights and remedies of a secured party under the
      Uniform Commercial Code in effect in the Commonwealth of Virginia, and
      further, Secured Party may, without demand and without advertisement,
      notice or legal process of any kind (except as may be required hereunder
      or by applicable Law), all of which Pledgor waives, at any time or times,
      sell and deliver any portion or all of the Collateral, including, without
      limitation, the right to receive all profits, Distributions, income,
      revenues and proceeds of the Membership Interests attributable to the
      Membership Interests, at public or private sales held by or for Secured
      Party, for cash, upon credit or otherwise, at such prices and upon such
      terms as Secured Party deems advisable, at its sole discretion. Secured
      Party or any affiliate of Secured Party may be the purchaser at any sale
      as described above, free from the right of redemption after such sale,
      which right of redemption Pledgor also waives. Secured Party may, if it
      deems it reasonable, postpone or adjourn any sale of the Collateral from
      time to time by an announcement at the time and place of such postponed or
      adjourned sale, without being required to give a new notice of sale.
      Pledgor agrees that Secured Party has no obligation to preserve rights to
      the Collateral against prior parties or to marshall any Collateral for the
      benefit of any person or entity.

            (B) In addition thereto, Pledgor further agrees (i) in the event
      that notice is necessary under applicable Law, written notice mailed to
      Pledgor in the manner specified in Section 16 hereof not less than 20
      Business Days prior to the date of public sale of any of the Collateral
      subject to the security interest created herein or prior to the date after
      which private sale or any other disposition of said Collateral will be
      made shall constitute reasonable notice, but notice given in any other
      reasonable manner or at any other time shall be sufficient; (ii) without
      precluding any other methods of sale, the sale of Collateral shall have
      been made in a commercially reasonable manner if conducted in conformity
      with reasonable commercial practices of lenders disposing of similar
      property but Secured Party may sell on such terms as it may choose without
      assuming any credit risk and without any obligation to advertise or give
      notice of any kind; and (iii) the proceeds of any such sale or disposition
      shall be applied first to the satisfaction of Secured Party's attorneys'
      fees, legal expenses, and other costs and expenses incurred in connection
      with the taking, retaking, holding, preparing for sale and selling of the
      Collateral and second to the payment (in whatever order Secured Party
      elects) of the Secured Obligations. After the application of all such
      proceeds as aforesaid, Secured Party will return any excess to Pledgor. To
      the extent permitted by applicable Law, Pledgor waives all claims, damages
      and demands against Secured Party arising out of the repossession,
      retention or sale of the Collateral.


                                       5
<PAGE>
Membership Interests Pledge Agreement/Shenandoah Telecommunications Company
Loan No. ML0743

      SECTION 10. Application of Proceeds of Sale and Cash. The proceeds of any
sale of the whole or any part of the Collateral, together with any other moneys
held by Secured Party under the provisions of this Pledge Agreement, shall be
applied by Secured Party as follows:

            First: to the payment of all reasonable costs and expenses incurred
      by Secured Party in connection herewith, including but not limited to, all
      court costs and the fees and disbursements of counsel for Secured Party in
      connection herewith, and to the repayment of all advances made by Secured
      Party hereunder for the account of Pledgor, and the payment of all
      reasonable costs and expenses paid or incurred by Secured Party in
      connection with the exercise of any right or remedy hereunder; and

            Second: to the payment in full of the Secured Obligations in such
      order as Secured Party may elect.

Any amounts remaining after such application shall be promptly remitted to
Pledgor, its successors, legal representatives or assigns, or as otherwise
provided by Applicable Law.

      SECTION 11. Further Assurances. Pledgor agrees that it will join with
Secured Party in executing and will file or record such notices, financing
statements or other documents as may be necessary to the perfection of the
security interest of Secured Party hereunder, and as Secured Party may
reasonably request, such instruments to be in form and substance satisfactory to
Secured Party, and that Pledgor will do such further acts and things and execute
and deliver to Secured Party such additional conveyances, assignments,
agreements and instruments as Secured Party may at any time reasonably request
in connection with the administration and enforcement of this Pledge Agreement
or relative to the Collateral or any part thereof or in order to assure and
confirm unto Secured Party its rights, powers and remedies hereunder. Pledgor
shall notify Secured Party in writing promptly upon its acquisition of
Memberships Interests of any of the Pledged Entities and shall execute and
deliver to Secured Party, upon request, an amendment to this Pledge Agreement or
such other instruments as Secured Party may request together with certificates
evidencing such Membership Interests accompanied by membership interest transfer
powers executed in blank, and shall take such other action requested by Secured
Party to effectuate the pledge of such Membership Interests to Secured Party in
accordance with the provisions of this Pledge Agreement. Pledgor hereby
constitutes and appoints Secured Party or Secured Party's designee during the
term of any Secured Obligations secured by this Pledge Agreement as its
attorney-in-fact, effective upon the occurrence of an Event of Default, which
appointment is an irrevocable, durable agency, coupled with an interest, with
full power of substitution. This power of attorney and mandate is for the
purpose of taking, whether in the name of Pledgor or in the name of Secured
Party, any action which Pledgor is obligated to perform hereunder or which
Secured Party may deem necessary or advisable to accomplish the purposes of this
Pledge Agreement. The powers conferred upon Secured Party in this Section are
solely to protect its interest in the Collateral and shall not impose any duty
upon Secured Party to exercise any such powers. Secured Party shall exercise its
power of attorney only upon the occurrence and during the continuance of an
Event of Default or in the event Secured Party deems such action necessary or
advisable to protect its interest in the Collateral.


                                       6
<PAGE>
Membership Interests Pledge Agreement/Shenandoah Telecommunications Company
Loan No. ML0743

      SECTION 12. Non-Waiver; Election of Remedies. No course of dealing between
Pledgor and Secured Party or failure on the part of Secured Party to exercise,
and no delay on its part in exercising any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right, power, or remedy preclude any other or the further exercise
thereof or the exercise of any other right, power or remedy. All remedies
hereunder or under any of the Loan Documents are cumulative and in addition to
and are not exclusive of any other remedies provided by law. No enforcement of
any remedy shall constitute an election of remedies.

      SECTION 13. Pledgor's Obligations Not Affected. To the extent permitted by
Applicable Law, the obligations of Pledgor hereunder shall remain in full force
and effect without regard to, and shall not be impaired by (i) any bankruptcy,
insolvency, reorganization, arrangement, readjustment, composition, liquidation
or the like of Pledgor, the Pledgor or any other obligor of the Secured
Obligations; (ii) any exercise or nonexercise, or any waiver, by Secured Party
of any right, remedy, power or privilege under or in respect of any of the
Secured Obligations or any security thereof (including this Pledge Agreement);
(iii) any amendment to or modification or waiver of any provision of the Loan
Agreement, the Notes or any of the other Loan Documents; (iv) any amendment to
or modification of any instrument (other than this Pledge Agreement) securing
any of the Secured Obligations, including, without limitation, any of the Loan
Documents; or (v) the taking of additional security for, or any other assurances
of payment of, any of the Secured Obligations or the modification, release or
discharge or termination of any security or other assurance of payment or
performance for any of the Secured Obligations, all whether or not Pledgor shall
have notice or knowledge of any of the foregoing.

      SECTION 14. Governing Law; Amendments. Except to the extent governed by
applicable federal law, this Pledge Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Virginia, without reference
to choice of law doctrine. This Pledge Agreement may not be amended or modified
nor may any of the Collateral be released, except in writing signed by the
parties hereto.

      SECTION 15. Binding Agreement; Assignment. This Pledge Agreement shall be
binding upon and inure to the benefit of Secured Party and its successors and
assigns, and in the event of an assignment of any or all of the obligations
secured hereby, the rights hereunder, to the extent applicable to the
indebtedness so assigned, may be transferred with such indebtedness. This Pledge
Agreement shall be binding upon Pledgor and its successors and assigns. Pledgor
may not assign any of its rights or obligations hereunder without the prior
written consent of Secured Party.

      SECTION 16. Notices. All notices hereunder shall be delivered in
accordance with the terms and provisions of the Loan Agreement.

      SECTION 17. Headings. Section headings used herein are for convenience
only and are not to affect the construction of or be taken into consideration in
interpreting this Pledge Agreement.


                                       7
<PAGE>
Membership Interests Pledge Agreement/Shenandoah Telecommunications Company
Loan No. ML0743

      SECTION 18. Counterparts. This Pledge Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original and all
of which when taken together constitute but one and the same instrument.

      SECTION 19. Severability. If any one or more of the provisions contained
herein shall for any reason be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Pledge Agreement, but this Pledge Agreement shall
be construed as if such invalid, illegal or unenforceable provisions had not
been contained herein.

      SECTION 20. Secured Party's Duties. Beyond the exercise of reasonable care
to assure the safe custody of the Collateral while held hereunder, Secured Party
shall have no duty or liability to preserve rights pertaining thereto and shall
be relieved of all responsibility for the Collateral upon surrendering it or
tendering surrender of it to Pledgor.

      SECTION 21. Secured Party's Exoneration. Under no circumstances shall
Secured Party be deemed to assume any responsibility for or obligation or duty
with respect to any part or all of the Collateral of any nature or kind or any
matter or proceedings arising out of or relating thereto, other than after a
Event of Default shall have occurred and be continuing, to act in a commercially
reasonable manner. Secured Party shall not be required to take any action of any
kind to collect, preserve or protect its or Pledgor's rights in the Collateral
or against other parties thereto. Secured Party's prior recourse to any part or
all of the Collateral shall not constitute a condition of any demand, suit or
proceeding for payment or collection of any of the Secured Obligations.

      SECTION 22. Termination; Reinstatement. This Pledge Agreement shall remain
in full force and effect until (i) Secured Party has no further commitment or
obligation to make advances to be secured hereby with respect to the Secured
Obligations, and (ii) all Secured Obligations have been indefeasibly paid in
full or any preference period applicable to payments made on or security given
for the Secured Obligations has expired under applicable bankruptcy and
insolvency laws, at which time Pledgor may request a written instrument of
termination be executed and delivered by a duly authorized officer of Secured
Party. If so terminated, this Pledge Agreement and all Pledgor's obligations
hereunder shall be automatically reinstated if at any time payment in whole or
in part of any of the Secured Obligations is rescinded or restored to Pledgor or
all other payor or guarantor of the Secured Obligations, or must be paid to any
other Person, upon the insolvency, bankruptcy, liquidation, dissolution or
reorganization of Pledgor or any other payor or guarantor of the Secured
Obligations, all as though such payment had not been made.

      SECTION 23. FCC Matters. Notwithstanding any other provision of this
Pledge Agreement:

            (A) Any foreclosure on, sale, transfer or other disposition of, or
the exercise or relinquishment of any right to vote or consent with respect to,
any of the Collateral by Secured Party shall, to the extent required, be
pursuant to Section 310(d) of the Communications Act of


                                       8
<PAGE>
Membership Interests Pledge Agreement/Shenandoah Telecommunications Company
Loan No. ML0743

1934, as amended, and the applicable rules and regulations thereunder, and, if
and to the extent required thereby, subject to the prior approval or notice to
and non-opposition of the FCC.

            (B) If a Event of Default shall have occurred and be continuing,
Pledgor shall take any action, and shall cause the Pledged Entities to take any
action, which Secured Party may reasonably request in order to transfer and
assign to Secured Party, or to such one or more third parties as Secured Party
may designate, or to a combination of the foregoing, each FCC license or permit
owned by Pledgor. Secured Party is empowered, to the extent permitted by
Applicable Law, to request the appointment of a receiver from any court of
competent jurisdiction. Such receiver may be instructed by Secured Party to seek
from the FCC an involuntary transfer of control of each such FCC license or
permit for the purpose of seeking a bona fide purchaser to whom control will
ultimately be transferred. Pledgor hereby agrees to authorize such an
involuntary transfer of control upon the request of the receiver so appointed
and, if Pledgor shall refuse to authorize the transfer, its approval may be
required by the court. Upon the occurrence and during the continuance of a Event
of Default, Pledgor shall further use its best efforts to assist in obtaining
approval of the FCC and any state regulatory bodies, if required, for any action
or transactions contemplated by this Pledge Agreement, including, without
limitation, the preparation, execution and filing with the FCC and any state
regulatory bodies of the assignor's or transferor's portion of any application
or applications for consent to the assignment of any FCC license or permit or
transfer of control necessary or appropriate under the rules and regulations of
the FCC or any state regulatory body for approval or non-opposition of the
transfer or assignment of any portion of the Collateral, together with any FCC
license or permit.

            (C) Pledgor acknowledges that the assignment or transfer of each FCC
license or permit is integral to Secured Party's realization of the value of the
Collateral, that there is no adequate remedy at law for failure by Pledgor to
comply with the provisions of this Section 23 and that such failure would not be
adequately compensable in damages, and therefore agrees, without limiting the
right of Secured Party to seek and obtain specific performance of other
obligations of Pledgor contained in this Pledge Agreement, that the agreements
contained in this Section 23 may be specifically enforced.

            (D) In accordance with the requirements of 47 C.F.R. Section 22.937,
or any successor provision thereto, Secured Party shall notify Pledgor and the
FCC in writing at least ten (10) days prior to the date on which Secured Party
intends to exercise its rights, pursuant to this Pledge Agreement or any of the
other Loan Documents, by foreclosing on, or otherwise disposing of, any
Collateral in connection with which such notice is required pursuant to 47
C.F.R. Section 22.937 or any successor provision thereto.

                         [Signatures Begin on Next Page]


                                       9
<PAGE>

Membership Interests Pledge Agreement/Shentel Convergent Services, Inc.
Loan No. ML0743

      IN WITNESS WHEREOF, Pledgor has caused this Pledge Agreement to be
executed and delivered, and Secured Party has caused this Pledge Agreement to be
executed and delivered by its duly authorized officer, as of the date first
above shown.

                                        Pledgor:

                                        SHENANDOAH TELECOMMUNICATIONS
                                        COMPANY


                                        By:_____________________________________
                                           Name:________________________________
                                           Title:_______________________________

                       [Signatures Continue on Next Page]


                                       10
<PAGE>
Membership Interests Pledge Agreement/Shenandoah Telecommunications Company
Loan No. ML0743

                    [Signatures Continued from Previous Page]

                                    COBANK, ACB


                                    By:_________________________________________
                                       John P. Cole, Vice President