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JURISDICTION OF ORGANIZATION
SCHEDULE 5.6
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SUBSIDIARIES
SCHEDULE 5.8
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GOVERNMENTAL AUTHORIZATIONS
SCHEDULE 5.19
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LICENSES
SCHEDULE 6.16
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POST-CLOSING DELIVERIES
SCHEDULE 7.5
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EXISTING INVESTMENTS
SCHEDULE 11.7
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VOTING PARTICIPANTS
EXHIBITS
EXHIBIT 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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REVOLVING NOTE
EXHIBIT F-2
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SWING LINE NOTE
EXHIBIT F-3
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TERM LOAN A‐1 NOTE
EXHIBIT F-4
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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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PLEDGE AND SECURITY AGREEMENT
EXHIBIT M
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MASTER SUBORDINATED INTERCOMPANY NOTE AND ALLONGE
EXHIBIT N
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NEGATIVE PLEDGE AGREEMENT
EXHIBIT O
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BORROWER'S CLOSING DATE CERTIFICATE
v
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (this "Agreement") is dated as of December 18, 2015 and is
made by and among Shenandoah Telecommunications Company, a Virginia corporation,
as the BORROWER (defined below), each of the GUARANTORS (defined below) who
become a party hereto on the Closing Date or from time to time thereafter, the
LENDERS (defined below), 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 TORONTO DOMINION (TEXAS) LLC, as Joint
Lead Arranger and Co-Documentation Agent.
RECITALS
WHEREAS, on August 10, 2015, the Borrower entered into the Acquisition Agreement
(defined below) to acquire the Acquisition Targets (defined below) by merger
with or into a direct, wholly-owned subsidiary of the Borrower known as Gridiron
Merger Sub (defined below), subject to the Borrower obtaining certain regulatory
approvals and other conditions precedent;
WHEREAS, the Borrower has requested that the Lenders provide to the Borrower (a)
commitments to fund a revolving credit facility in an aggregate principal amount
at any time outstanding not to exceed $75,000,000, (b) a Term Loan A‐1 facility
in an aggregate principal amount equal to $485,000,000 and (c) a Term Loan A‐2
facility in an aggregate principal amount not to exceed $400,000,000; and
WHEREAS, the parties hereto now desire to set forth the terms and conditions of
the credit facilities, including the conditions precedent to the execution of
this Agreement on the Execution Date (defined below) and the conditions
precedent to the initial extensions of credit under this Agreement on the
Closing Date (defined below), in contemplation of the Borrower completing the
acquisition of the Acquisition Targets simultaneously with the initial
extensions of credit hereunder any time