A
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ASSIGNMENT AND ASSUMPTION EXHIBIT B
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COMPLIANCE CERTIFICATE
EXHIBIT C
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GUARANTOR JOINDER EXHIBIT D
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LOAN REQUEST EXHIBIT E
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PERFECTION AND DILIGENCE CERTIFICATE EXHIBIT F-1
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AMENDED AND RESTATED
REVOLVING NOTE EXHIBIT F-2
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AMENDED AND RESTATED SWING LINE NOTE EXHIBIT F-3
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AMENDED AND RESTATED TERM LOAN A-1 NOTE EXHIBIT F-4
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AMENDED AND RESTATED
TERM LOAN A-2 NOTE EXHIBIT F-5
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INCREMENTAL TERM LOAN NOTE EXHIBIT G
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SOLVENCY CERTIFICATE EXHIBIT H
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TAX COMPLIANCE CERTIFICATES EXHIBIT I
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CONVERSION OR CONTINUATION NOTICE EXHIBIT J
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NOTICE OF INCREMENTAL TERM LOAN
BORROWING EXHIBIT K
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INCREMENTAL TERM LOAN FUNDING AGREEMENT EXHIBIT L
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AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT EXHIBIT M
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AMENDED AND
RESTATED MASTER SUBORDINATED INTERCOMPANY NOTE AND ALLONGE EXHIBIT N
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NEGATIVE PLEDGE AGREEMENT
v
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of November 9, 2018 and
is made by and among Shenandoah Telecommunications Company, a Virginia
corporation, as the BORROWER (defined below), each of the GUARANTORS (defined
below) party hereto from time to time, the LENDERS (defined below) party hereto
from time to time and COBANK, ACB, in its capacity as Administrative Agent for
the Secured Parties, Joint Lead Arranger, Co-Bookrunner, and as an Issuing
Lender and Swing Line Lender (each defined below), ROYAL BANK OF CANADA, as
Syndication Agent, Joint Lead Arranger and Co-Bookrunner, FIFTH THIRD BANK, as
Syndication Agent and Joint Lead Arranger, BANK OF AMERICA, N.A., as Joint Lead
Arranger and Co-Documentation Agent, CAPITAL ONE, NATIONAL ASSOCIATION, as Joint
Lead Arranger and Co-Documentation Agent, CITIZENS BANK, N.A., as Joint Lead
Arranger and Co-Documentation Agent, and TD SECURITIES (USA) LLC, as Joint Lead
Arranger and Co-Documentation Agent, and amends and restates in its entirety
that certain Credit Agreement dated as of December 18, 2015, as heretofore
amended, modified and supplemented prior to the date hereof (as so amended,
modified and supplemented, the "Original Credit Agreement"), by and among the
Borrower, the guarantors party thereto, the lenders party thereto, the arranger
and agent parties thereto, and COBANK, ACB, as administrative agent for the
secured parties thereunder.
RECITALS
WHEREAS, the parties hereto (including all Lenders) desire (and by signing this
Agreement consent on the date hereof) to amend and restate the Original Credit
Agreement on the terms and subject to the conditions contained herein; and
WHEREAS, in connection with the amendment and restatement of the Original Credit
Agreement as set forth herein, the Lenders will continue to extend certain
credit facilities to the Borrower, in an aggregate amount equal to $865,125,000,
amended hereby to consist of (i) a $75,000,000 revolving credit facility, (ii) a
$291,340,500 amortizing term loan and (iii) a $498,784,500 amortizing term loan.
In consideration of their mutual covenants and agreements hereinafter set forth
and intending to be legally bound hereby, the parties hereto covenant and agree
as follows:
I.
CERTAIN DEFINITIONS
1.1
Certain Definitions. In addition to words and terms defined
elsewhere in this Agreement, the following words and