FIRST
      AMENDMENT TO AMENDED
      AND RESTATED CREDIT AGREEMENT

    


    


    THIS
      FIRST AMENDMENT dated as of July 13, 2007 (“Amendment”)
      TO
      AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 3, 2006 (“the
      Credit Agreement”)
      by and
      among Otelco Inc., a Delaware corporation (“Borrower”),
      the
      other Credit Parties signatory hereto, as Credit Parties, the Lenders signatory
      hereto from time to time, and General Electric Capital Corporation, a Delaware
      corporation, for itself, as Lender, and as Agent for the Lenders (“Agent”).
      

    


    RECITALS

    


    
      	 	
              A.

            	
              Borrower,
                the other Credit Parties signatory thereto, the Lenders signatory
                thereto
                from time to time and Agent are parties to the Credit Agreement.
                

            


      	 	 	 


    

    
      	 	
              B.

            	
              On
                July 5, 2007 Borrower made mandatory prepayments of the Term Loan
                in the
                aggregate amount of $55,353,032.12 upon receipt of proceeds of Stock
                Issuances.

            


      	 	 	 


    

    
      	 	
              C.

            	
              As
                a result of such mandatory prepayments, the Lenders’ Total Term Loan
                Commitment has been permanently reduced to
                $64,646,967.88.

            


      	 	 	 


    

    
      	 	
              D.

            	
              Borrower
                has requested that the Lenders waive LIBOR breakage incurred in connection
                with the prepayments and the Lenders have agreed
                thereto.

            


      	 	 	 


    

    
      	 	
              E.

            	
              Borrower
                has requested that the Lenders agree to amend the interest rates
                applicable to the Revolving Credit Advances and the Term Loans.
                

            


      	 	 	 


    

    
      	 	
              F.

            	
              AIG
                Annuity Reinsurance, The Variable Annuity Life Insurance Company
                and AIG
                Inc-The Matched Investment Program (collectively, the “AIG Lenders”) have
                declined to agree to amend the interest rates applicable to the Term
                Loans.

            


      	 	 	 


    

    
      	 	
              G.

            	
              Pursuant
                to Section 11(d) of the Credit Agreement, Borrower has requested
                that, on
                the First Amendment Date, Agent and CoBank, ACB (“CoBank”) purchase from
                the AIG Lenders all of the Term Loan Commitments of the AIG Lenders
                for an
                amount equal to the principal balance thereof held by the AIG Lenders
                and
                all accrued interest and Fees with respect thereto through the date
                of
                sale, and Agent and CoBank have agreed to such purchase.
                

            


      	 	 	 


    

    
      	 	
              H.

            	
              Borrower
                has requested that the Lenders amend the Credit Agreement in certain
                respects to reflect the aforementioned changes and other changes
                and
                Lenders have agreed to amend the Credit Agreement, subject to the
                terms
                and conditions hereof.

            


    

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants hereinafter
      contained, and intending to be legally bound, the parties hereto agree as
      follows:

    


    A.
      AMENDMENTS

    


    1.    Amendment
      to Section 1.1(b)(i). Section 1.1(b)(i) of the Credit Agreement is amended
      by replacing such Section in its entirety with the following: 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “(b)
      Term
      Loan.
      (i)
Effective
      July 5, 2007, the Lenders’ Total Term Loan Commitment shall be $64,646,967.88
      (the “Term
      Loan”).
      The
      obligations of each Term Lender hereunder shall be several and not joint. The
      Term Loan shall be evidenced by promissory notes substantially in the form
      of
Exhibit
      1.1(b)
      (each a
      "Term
      Note"
      and
      collectively the "Term
      Notes"),
      and,
      except as provided in Section
      1.12 ,
      Borrower agrees that, promptly after the receipt from a Lender of an original
      Term Note executed and delivered by Borrower pursuant to the Credit Agreement
      and marked “cancelled”, Borrower shall execute and deliver to such Lender a new
      Term Note in replacement of such Term Note in the principal amount of the Term
      Loan of such Lender hereunder. Each Term Note shall represent the obligation
      of
      Borrower to pay the amount of the applicable Term Lender's Total Term Loan
      Commitment, together with interest thereon as prescribed in Section
      1.5.
”
      

    


    2.    Amendment
      to Section 1.4. Section 1.4 of the Credit Agreement is amended by replacing
      such Section in its entirety with the following: 

     

    “Beginning
      with the First Amendment Date, the Borrower shall utilize the proceeds of the
      Revolving Loan and the Swing Line Loan for the financing of Borrower’s ordinary
      working capital and general corporate purposes.”

    


    3.    Amendment
      to Section 1.5.
      Section
1.5(a)
      of the
      Credit Agreement is amended by replacing such Section in its entirety with
      the
      following:

    


    “(a)
      Borrower shall pay interest to Agent, for the ratable benefit of Lenders in
      accordance with the various Loans being made by each Lender, in arrears on
      each
      applicable Interest Payment Date, at the following rates: (i) with respect
      to
      the Revolving Credit Advances, the Index Rate plus the Applicable Revolver
      Index
      Margin per annum or, at the election of Borrower, the applicable LIBOR Rate
      plus
      the Applicable Revolver LIBOR Margin per annum based on the aggregate Revolving
      Credit Advances outstanding from time to time; (ii) with respect to the Term
      Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or,
      at
      the election of Borrower, the applicable LIBOR Rate plus the Applicable Term
      Loan LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan,
      the
      Index Rate plus the Applicable Revolver Index Margin per annum.

    


    “As
      of
      the First Amendment Date, the Applicable Margins are as follows:

     

    
      	
              Applicable
                Revolver Index Margin

            	
              0.75%

            
	
              Applicable
                Revolver LIBOR Margin

            	
              1.75%

            
	
              Applicable
                Term Loan Index Margin

            	
              0.75%

            
	
              Applicable
                Term Loan LIBOR Margin

            	
              1.75%

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “The
      Applicable Margins shall be adjusted by reference to the following
      grids:

    


    
      	
              If
                Leverage Ratio is:

            	 	
              Level
                of

              Applicable
                Margins:

            
	
               >
                5.75:1.0

            	 	
              Level
                I

            
	
              <5.75:1.0,
                but >
                5.25:1.0

            	 	
              Level
                II

            
	
              <5.25:1.0,
                but >
                4.75:1.0

            	 	
              Level
                III

            
	
              <4.75:1.0,
                but >
                4.25:1.0

            	 	
              Level
                IV

            
	
              <4.25:1.0

            	 	
              Level
                V

            


    

     

    
      	 	 	
              Applicable
                Margins

            	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
              Level
                I

            	 	
               Level
                II

            	 	
              Level
                III

            	 	
              Level
                IV

            	 	
              Level
                V

            	 
	
              Applicable
                Revolver

              Index
                Margin

            	 	 	
              1.50

            	
              %

            	 	
              1.25

            	
              %

            	 	
              1.00

            	
              %

            	 	
              0.75

            	
              %

            	 	
              0.50

            	
              %

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Applicable
                Revolver LIBOR Margin

            	 	 	
              2.50

            	
              %

            	 	
              2.25

            	
              %

            	 	
              2.00

            	
              %

            	 	
              1.75

            	
              %

            	 	
              1.50

            	
              %

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Applicable

              Term
                Loan Index Margin

            	 	 	
              1.50

            	
              %

            	 	
              1.25

            	
              %

            	 	
              1.00

            	
              %

            	 	
              0.75

            	
              %

            	 	
              0.50

            	
              %

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Applicable
                

              Term
                Loan 

              LIBOR
                Margin

            	 	 	
              2.50

            	
              %

            	 	
              2.25

            	
              %

            	 	
              2.00

            	
              %

            	 	
              1.75

            	
              %

            	 	
              1.50

            	
              %

            


    

    


    “Adjustments
      in the Applicable Margins commencing with the Fiscal Quarter ending September
      30, 2007 shall be implemented quarterly on a prospective basis, for each
      calendar month commencing no later than five (5) days after the date of delivery
      to Lenders of the quarterly unaudited or annual audited (as applicable)
      Financial Statements evidencing the need for an adjustment (as required in
      Annex
      E or otherwise). Concurrently with the delivery of those Financial Statements,
      Borrower shall deliver to Agent and Lenders a certificate, signed by its chief
      financial officer, setting forth in reasonable detail the basis for the
      continuance of, or any change in, the Applicable Margins. Failure to deliver
      such Financial Statements timely shall, in addition to any other remedy provided
      for in this Agreement, result in an increase in the Applicable Margins to the
      highest level set forth in the foregoing grid, until the first day of the first
      calendar month following the delivery of those Financial Statements
      demonstrating that such an increase is not required. If a Default or an Event
      of
      Default has occurred and is continuing at the time any reduction in the
      Applicable Margins is to be implemented, that reduction shall be deferred until
      the first day of the first calendar month following the date on which such
      Default
      or
      Event of
      Default is waived or cured.”

    


    4.    Amendment
      to Section 2.1. Section 2.1 of the Credit Agreement is amended by replacing
      such Section in its entirety with the following: “[Intentionally
      Omitted.]”

    


    5.    Amendment
      to Section 2.2(b). Section 2.2(b) of the Credit Agreement is amended by
      replacing such Section in its entirety with the following: “[Intentionally
      Omitted.]”

    


    6.    Amendments
      to Annex A.
      (a)
      Annex A of the Credit Agreement is amended by deleting the following defined
      terms: “Additional
      Term Loan”,
      “Additional
      Term Loan Commitment”,
      “Original
      Term Loan”
and
      “Original
      Term Loan Commitment”.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    (b)
      Annex
      A of the Credit Agreement is amended by adding the definition “First
      Amendment Date”
set
      forth below and inserting it in correct alphabetical order in Annex A and by
      replacing the definitions of “Commitments”,
      “Dividend
      Suspension Period”,
      “Interest
      Deferral Period”,
      “LIBOR
      Rate”,
      “Pro
      Rata Share”,
      “Requisite
      Lenders”,
      “Term
      Loan”
and
      “Total
      Term Loan Commitment”
with
      the definitions set forth below and inserting them in correct alphabetical
      order
      in Annex A:

    


    “Commitments”
means
      (a) as to any Lender, the aggregate of such Lender’s Revolving Loan Commitment
      (including without duplication the Swing Line Lender’s Swing Line Commitment as
      a subset of its Revolving Loan Commitment) and Term Loan Commitment as set
      forth
      on Annex
      J
      to the
      Agreement or in the most recent Assignment Agreement executed by such Lender
      and
      (b) as to all Lenders, the aggregate of all Lenders’ Revolving Loan Commitments
      (including without duplication the Swing Line Lender’s Swing Line Commitment as
      a subset of its Revolving Loan Commitment) and Term Loan Commitments, which
      aggregate commitment shall be Seventy-Nine Million Six Hundred Forty-Six
      Thousand Nine Hundred Sixty-Seven and 88/100 Dollars ($79,646,967.88) on the
      First Amendment Date, as to each of clauses
      (a) and (b),
      as such
      Commitments may be reduced, amortized or adjusted from time to time in
      accordance with the Agreement.

    


    “First
      Amendment Date”
means
      July 13,
      2007.

    


    “Dividend
      Suspension Period”
means,
      with respect to any period (for these purposes, the "subject
      period")
      consisting of one or more consecutive, four-Fiscal Quarter periods of Borrower
      as of the end of which either (a) the Consolidated Fixed Charge Coverage Ratio
      is less than 1.14 to 1.00 or (b) the Consolidated Senior Leverage Ratio is
      greater than 2.80 to 1.00, the period commencing on the date Borrower is
      required to deliver a Compliance Certificate pursuant to Section
      4.1
      in
      respect of the first such four-Fiscal Quarter period in such subject period
      and
      ending on date on which Borrower delivers a Compliance Certificate pursuant
      to
Section
      4.1
      in
      respect of the last Fiscal Quarter of Borrower in such subject period.


    


    “Interest
      Deferral Period”
means,
      with respect to any period (for these purposes, the "subject
      period")
      consisting of one or more consecutive, four-Fiscal Quarter periods of Borrower
      as of the end of which either (a) the Consolidated Fixed Charge Coverage Ratio
      is less than 1.09 to 1.00 or (b) the Consolidated Senior Leverage Ratio is
      greater than 2.90 to 1.00, the period commencing on the date Borrower is
      required to deliver a Compliance Certificate pursuant to Section
      4.1
      in
      respect of the first such four-quarter period in such subject period and ending
      on the date on which Borrower delivers a Compliance Certificate pursuant to
      Section
      4.1
      in
      respect of the last Fiscal Quarter of Borrower in such subject period.


    


    “LIBOR
      Rate”
means
      for each LIBOR Period, a rate of interest determined by Agent equal to:


     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    (a)    the
      offered rate for deposits in United States Dollars for the applicable LIBOR
      Period that appears on Reuters Screen LIBOR01 Page as of 11:00 a.m. (London
      time), on the second full LIBOR Business Day next preceding the first day of
      such LIBOR Period (unless such date is not a Business Day, in which event the
      next succeeding Business Day will be used); divided by

     

    (b)    a
      number
      equal to 1.0 minus
      the
      aggregate (but without duplication) of the rates (expressed as a decimal
      fraction) of reserve requirements in effect on the day that is two (2) LIBOR
      Business Days prior to the beginning of such LIBOR Period (including basic,
      supplemental, marginal and emergency reserves under any regulations of the
      Federal Reserve Board or other Governmental Authority having jurisdiction with
      respect thereto, as now and from time to time in effect) for Eurocurrency
      funding (currently referred to as "Eurocurrency Liabilities" in Regulation
      D of
      the Federal Reserve Board) that are required to be maintained by a member bank
      of the Federal Reserve System. 

     

    If
      such
      interest rates shall cease to be available from Reuters, the LIBOR Rate shall
      be
      determined from such financial reporting service or other information as shall
      be acceptable to Agent.

    


    “Pro
      Rata Share”
means
      with respect to all matters relating to any Lender (a) with respect to the
      Revolving Loan, the percentage obtained by dividing (i) the Revolving Loan
      Commitment of that Lender by (ii) the aggregate Revolving Loan Commitments
      of
      all Lenders, (b)
      with
      respect to the Term Loan, the percentage obtained by dividing (i) the Total
      Term
      Loan Commitment of that Lender by (ii) the aggregate Total Term Loan Commitments
      of all Lenders, as any such percentages may be adjusted by assignments permitted
      pursuant to Section
      9.1,
      (c)
      with respect to all Loans, the percentage obtained by dividing (i) the aggregate
      Commitments of that Lender by (ii) the aggregate Commitments of all Lenders,
      and
      (d) with respect to all Loans on and after the Commitment Termination Date,
      the
      percentage obtained by dividing (i) the aggregate outstanding principal balance
      of the Loans held by that Lender, by (ii) the outstanding principal balance
      of
      the Loans held by all Lenders.

    


    “Requisite
      Term Lenders”
means
      Lenders holding more than 50% of the aggregate principal amount of the Term
      Loan
      then outstanding.

    


    “Term
      Loan”
has
      the
      meaning set forth in Section 1.1(b)(i).

    


    “Total
      Term Loan Commitment”
means
      the Total Term Loan Commitment of a Lender set forth on Annex J. 

    


    7.    Amendment
      to Annex G.
      Annex G
      of the Credit Agreement is amended by deleting paragraph (b) thereto and
      replacing it with the following: 

     

    “
      Maximum Consolidated Senior Leverage Ratio.
      Credit
      Parties shall have, at the end of each Fiscal Quarter, a Consolidated Senior
      Leverage Ratio as of the last day of such Fiscal Quarter, a Consolidated Senior
      Leverage Ratio as of the last day of such Fiscal Quarter and for the Test Period
      ending with such Fiscal Quarter of not more than 3.00 to 1.00.”

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    8.    Amendment
      to Annex
      J.
Annex
      J
      of the
      Credit Agreement is amended by replacing such Annex in its entirety with
Annex
      J
      attached
      hereto. 

    


    B. CONDITIONS
      TO EFFECTIVENESS 

    


    Notwithstanding
      any other provision of this Amendment and without affecting in any manner the
      rights of the Lenders hereunder, it is understood and agreed that this Amendment
      shall not become effective, and the Borrower shall have no rights under this
      Amendment, until each Lender shall have received payment of an amendment fee
      and
      Agent shall have received the following documents, each of which shall be in
      form and substance satisfactory to Agent:

     

    (a)
      duly
      executed Assignment Agreements by and among the AIG Lenders as Assignor Lenders
      and General Electric Capital Corporation and CoBank as Assignee Lenders;


    


    (b)
      duly
      executed signature pages to this Amendment from the Lenders, Borrower, Agent
      and
      each Credit Party;

    


    (c)
      for
      each Credit Party a certification that such Person’s bylaws, and all charter
      documents including partnership and/or operating agreements, have not been
      amended since the Closing Date; and 

    


    (d)
      for
      each Credit Party, such other certificates, documents and agreements respecting
      any Credit Party as Agent may, in its sole discretion, request. 

    


    C.
      REPRESENTATIONS

    


    Each
      Credit Party hereby represents and warrants to Lenders and Agent that:


    


    1.    The
      execution, delivery and performance by such Credit Party of this Amendment:
      (a)
      are within such Person’s power; (b) have been duly authorized by all necessary
      corporate, limited liability company or limited partnership action; (c) do
      not
      contravene any provision of such Person’s charter, bylaws or partnership or
      operating agreement as applicable; (d) do not violate any law or regulation,
      or
      any order or decree of any court or Governmental Authority except where such
      violation, individually or in the aggregate, could not reasonably be expected
      to
      have a Material Adverse Effect; (e) do not conflict with or result in the breach
      or termination of, constitute a default under or accelerate or permit the
      acceleration of any performance required by, any indenture, mortgage, deed
      of
      trust, lease, agreement or other instrument to which such Person is a party
      or
      by which such Person or any of its property is bound; (f) do not result in
      the
      creation or imposition of any Lien upon any of the property of such Person
      other
      than those in favor of Agent, on behalf of itself and Lenders pursuant to the
      Loan Documents; and (g) do not require the consent or approval of any
      Governmental Authority or any other Person , except any consents or approvals
      of
      any Person other than a Governmental Authority where the failure to obtain
      such
      consents or approvals of any such Person, individually or in the aggregate,
      could not reasonably be expected to have a Material Adverse Effect.


     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    2.    This
      Amendment has been duly executed and delivered by each Credit Party and
      constitutes a legal, valid and binding obligation of such Credit Party,
      enforceable against it in accordance with its terms except as may be limited
      by
      bankruptcy, insolvency, reorganization, moratorium or other similar laws
      relating to or limiting creditors’ rights and remedies generally or by general
      principles of equity, regardless of whether considered in a proceeding in equity
      or at law.

    


    3.    Both
      before and after giving effect to this Amendment, no Default or Event of Default
      has occurred and is continuing as of the date hereof.

    


    D.
      OTHER
      AGREEMENTS

    


    1.    Waiver
      of LIBOR Breakage. The Lenders hereby waive the payment of LIBOR breakage
      costs incurred by them in connection with the prepayments of the Term Loan
      effected on July 5, 2007.

    


    2.    Continuing
      Effectiveness of Loan Documents.
      As
      amended hereby, all terms of the Credit Agreement and the other Loan Documents
      shall be and remain in full force and effect and shall constitute the legal,
      valid, binding and enforceable obligations of the Credit Parties party thereto.
      To the extent any terms and conditions in any of the other Loan Documents shall
      contradict or be in conflict with any terms or conditions of the Credit
      Agreement, after giving effect to this Amendment, such terms and conditions
      are
      hereby deemed modified and amended accordingly to reflect the terms and
      conditions of the Credit Agreement as modified and amended hereby. Upon the
      effectiveness of this Amendment such terms and conditions are hereby deemed
      modified and amended accordingly to reflect the terms and conditions of the
      Credit Agreement as modified and amended hereby. This Amendment shall constitute
      a Loan Document for all purposes of the Credit Agreement. 

    


    3.    Reaffirmation
      of Guaranty.
      Each
      Guarantor consents to the execution and delivery by Borrower of this Amendment
      and the consummation of the transactions described herein, and ratifies and
      confirms the terms of the Guaranty to which such Guarantor is a party with
      respect to the indebtedness now or hereafter outstanding under the Credit
      Agreement as amended hereby and all promissory notes issued thereunder. Each
      Guarantor acknowledges that, notwithstanding anything to the contrary contained
      herein or in any other document evidencing any indebtedness of Borrower to
      the
      Lenders or any other obligation of Borrower, or any actions now or hereafter
      taken by the Lenders with respect to any obligation of Borrower, the Guaranty
      to
      which such Guarantor is a party (i) is and shall continue to be a primary
      obligation of such Guarantor, (ii) is and shall continue to be an absolute,
      unconditional, continuing and irrevocable guaranty of payment, and (iii) is
      and
      shall continue to be in full force and effect in accordance with its terms.
      Nothing contained herein to the contrary shall release, discharge, modify,
      change or affect the original liability of any Guarantor under the Guaranty
      to
      which such Guarantor is a party. 

    


    4.    Acknowledgment
      of Perfection of Security Interest.
      Each
      Credit Party hereby acknowledges that, as of the date hereof, the security
      interests and liens granted to Agent and the Lenders under the Credit Agreement
      and the other Loan Documents are in full force and effect, are properly
      perfected and are enforceable in accordance with the terms of the Credit
      Agreement and the other Loan Documents.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    5.    Effect
      of Agreement.
      Except
      as
      set forth expressly herein, all terms of the Credit Agreement, as amended
      hereby, and the other Loan Documents shall be and remain in full force and
      effect and shall constitute the legal, valid, binding and enforceable
      obligations of the Borrower to the Lenders and Agent. The
      execution, delivery and effectiveness of this Amendment shall not, except as
      expressly provided herein, operate as a waiver of any right, power or remedy
      of
      the Lenders under the Credit Agreement, nor constitute a waiver of any provision
      of the Credit Agreement. This Amendment shall constitute a Loan Document for
      all
      purposes of the Credit Agreement.

    


    6.    Governing
      Law.
      THIS
      AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
      THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND
      PERFORMED IN THAT STATE AND ALL APPLICABLE FEDERAL LAWS OF THE UNITED STATES
      OF
      AMERICA.

    


    7.    No
      Novation.
      This
      Amendment is not intended by the parties to be, and shall not be construed
      to
      be, a novation of the Credit Agreement and the other Loan Documents or an accord
      and satisfaction in regard thereto.

    


    8.    Costs
      and Expenses.
      Borrower agrees to pay on demand all costs and expenses of Agent (not to exceed
      $10,000) in connection with the preparation, execution and delivery of this
      Amendment, including, without limitation, the reasonable fees and out-of-pocket
      expenses of outside counsel for Agent with respect thereto.

    


    9.    Counterparts.
      This
      Amendment may be executed by one or more of the parties hereto in any number
      of
      separate counterparts, each of which shall be deemed an original and all of
      which, taken together, shall be deemed to constitute one and the same
      instrument. Delivery of an executed counterpart of this Amendment by facsimile
      transmission, Electronic Transmission or containing an E-Signature shall be
      as
      effective as delivery of a manually executed counterpart
      hereof.

    


    10.    Binding
      Nature.
      This
      Amendment shall be binding upon and inure to the benefit of the parties hereto,
      their respective successors, successors-in-titles, and assigns

    


    11.    Entire
      Understanding.
      This
      Amendment sets forth the entire understanding of the parties with respect to
      the
      matters set forth herein, and shall supersede any prior negotia-tions or
      agreements, whether written or oral, with respect thereto.

    


    [remainder
      of page intentionally left blank]

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Amendment has been duly executed as of the date first
      written above.

     

    
      	 	 	 
	 	OTELCO
              INC.
	 
 	 
 	 
 
	 	By:  	/s/
              Curtis L. Garner, Jr.
	 	
              
Name:
Curtis
              L. Garner, Jr.
	 	Title:
              Chief
              Financial Officer


    

     

    
      	 	 	 
	 	OTELCO
              TELECOMMUNICATIONS LLC
	 
 	 
 	 
 
	 	By:  	/s/
              Curtis L. Garner, Jr.
	 	
              
Name:
              Curtis L. Garner, Jr.
	 	Title:
              Chief Financial Officer


    

     

    
      	 	 	 
	 	OTELCO
              TELEPHONE LLC
	 
 	 
 	 
 
	 	By:  	/s/
              Curtis L. Garner, Jr.
	 	
              
Name:
              Curtis L. Garner, Jr.
	 	Title:
              Chief Financial Officer


    

     

    
      	 	 	 
	 	HOPPER
              HOLDING COMPANY, INC. 
	 
 	 
 	 
 
	 	By:  	/s/
              Curtis L. Garner, Jr.
	 	
              
Name:
              Curtis L. Garner, Jr.
	 	Title:
              Chief Financial Officer


    

     

    
      	 	 	 
	 	HOPPER
              TELECOMMUNICATIONS COMPANY, INC. 
	 
 	 
 	 
 
	 	By:  	/s/
              Curtis L. Garner, Jr.
	 	
              
Name:
              Curtis L. Garner, Jr.
	 	Title:
              Chief Financial Officer


    

     

    
      	 	 	 
	 	BRINDLEE
              HOLDINGS LLC
	 
 	 
 	 
 
	 	By:  	/s/
              Curtis L. Garner, Jr.
	 	
              
Name:
              Curtis L. Garner, Jr.
	 	Title:
              Chief Financial Officer


    

     

    [SIGNATURE
      PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	BRINDLEE
              MOUNTAIN TELEPHONE COMPANY
	 
 	 
 	 
 
	 	By:  	/s/
              Curtis L. Garner, Jr.
	 	
              
Name:
              Curtis L. Garner, Jr.
	 	Title:
              Chief Financial Officer


    

     

    
      	 	 	 
	 	PAGE
&
              KISER COMMUNICATIONS, INC.
	 
 	 
 	 
 
	 	By:  	/s/
              Curtis L. Garner, Jr.
	 	
              
Name:
              Curtis L. Garner, Jr.
	 	Title:
              Chief Financial Officer


    

     

    
      	 	 	 
	 	BLOUNTSVILLE
              TELEPHONE COMPANY, INC.
	 
 	 
 	 
 
	 	By:  	/s/
              Curtis L. Garner, Jr.
	 	
              
Name:
              Curtis L. Garner, Jr.
	 	Title:
              Chief Financial Officer


    

     

    
      	 	 	 
	 	MID-MISSOURI
              HOLDING CORP.
	 
 	 
 	 
 
	 	By:  	/s/
              Curtis L. Garner, Jr.
	 	
              
Name:
              Curtis L. Garner, Jr.
	 	Title:
              Chief Financial Officer


    

     

    
      	 	 	 
	 	MID-MISSOURI
              TELEPHONE COMPANY
	 
 	 
 	 
 
	 	By:  	/s/
              Curtis L. Garner, Jr.
	 	
              
Name:
              Curtis L. Garner, Jr.
	 	Title:
              Chief Financial Officer


    

     

    
      	 	 	 
	 	IMAGINATION,
              INC.
	 
 	 
 	 
 
	 	By:  	/s/
              Curtis L. Garner, Jr.
	 	
              
Name:
              Curtis L. Garner, Jr.
	 	Title:
              Chief Financial Officer


    

     

    
      [SIGNATURE
        PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	MID-MAINE
              COMMUNICATIONS, INC. 
	 
 	 
 	 
 
	 	By:  	/s/
              Curtis L. Garner, Jr.
	 	
              
Name:
              Curtis L. Garner, Jr.
	 	Title:
              Vice President


    

     

    
      	 	 	 
	 	MID-MAINE
              TELECOM, INC.
	 
 	 
 	 
 
	 	By:  	/s/
              Curtis L. Garner, Jr.
	 	
              
Name:
              Curtis L. Garner, Jr.
	 	Title:
              Vice President


    

     

    
      	 	 	 
	 	MID-MAINE
              TELPLUS
	 
 	 
 	 
 
	 	By:  	/s/
              Curtis L. Garner, Jr.
	 	
              
Name:
              Curtis L. Garner, Jr.
	 	Title:
              Vice President


    

     

    
      [SIGNATURE
        PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	GENERAL
              ELECTRIC CAPITAL
	 	CORPORATION, as
              Agent and a Lender 
	 
 	 
 	 
 
	 	By:  	/s/
              Julia R. Meade
	 	
              
Name:
Julia
              R. Meade
	 	Title:
              Duly
              Authorized Signatory


    

     

    
      [SIGNATURE
        PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	COBANK,
              ACB, as
              a Lender
	 
 	 
 	 
 
	 	By:  	/s/
              Kevin A. Oliver
	 	
              
Name:
Kevin
              A. Oliver
	 	Title:
              Assistant
              Vice President


    

     

    
      [SIGNATURE
        PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    ANNEX
      J (from Annex A - Commitments definition)

    to

    CREDIT
      AGREEMENT

    


    


    Lender(s):

    


    GENERAL
      ELECTRIC CAPITAL CORPORATION

    


    
      	
              Revolving
                Loan Commitment:

            	 	
              $

            	
              7,500,000.00

            	 
	
              Total
                Term Loan Commitment:

            	 	
              $

            	
              35,385,708.73

            	 


    

    


    


    COBANK,
      ACB

    


    
      	
              Revolving
                Loan Commitment (including a Swing Line Commitment 

              of
                $1,500,000):

            	 	
              $

            	
              7,500,000.00

            	 
	
              Total
                Term Loan Commitment:

            	 	
              $

            	
              29,261,259.15