Common use of Disposal of Assets or Subsidiary Stock Clause in Contracts

Disposal of Assets or Subsidiary Stock. The Loan Parties will not, and will not permit their respective Subsidiaries to, directly or indirectly, convey, sell (including, pursuant to a sale and leaseback transaction, except those that would be permitted under Subsection 3.1(K) deeming any such sale-leaseback to be Indebtedness, subject to documentation reasonably satisfactory to Administrative Agent), lease (including, pursuant to a lease or sale and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire (including in the case of any Subsidiary, the issuance by such Subsidiary of its capital stock or other equity interest), in one transaction or a series of transactions, any of their respective property, business or assets, or the capital stock of or other equity interests in any such Subsidiary, whether now owned or hereafter acquired, except for (A) bona fide sales or leases of inventory to customers in the ordinary course of business, dispositions of surplus, worn out or obsolete equipment, and any conveyance, lease, sublease, transfer or other disposition of assets of any Loan Party or its Subsidiaries to any Loan Party; (B) fair market value sales of Cash Equivalents; (C) leasing or subleasing of their respective property in the ordinary course of business; (D) to the extent required by law; (E) any Asset Disposition of non-core assets of any Person acquired pursuant to a Permitted Acquisition and Investment or the Verizon Acquisition provided that such Asset Disposition occurs within 18 months of such Permitted Acquisition and Investment or the Verizon Acquisition, as applicable; (F) asset swaps of domestic wireless assets within 18 months of the Initial Funding Date in an aggregate amount not to exceed $30,000,000 if (i) after giving effect to such asset swap, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available, and (ii) no Default or Event of Default then exists or shall result from such asset swap; (G) all other Asset Dispositions if all of the following conditions are met: (i) the aggregate market value of such assets sold in any fiscal year of Borrower does not exceed $7,500,000 in the aggregate for the Loan Parties and their respective Subsidiaries; (ii) the consideration received by the Loan Party or such Subsidiary is at least equal to the fair market value of such assets; (iii) the sole consideration received is cash or equipment of comparable value to that disposed of and that is to be used in the business of the Loan Party or such Subsidiary; (iv) after giving effect to the Asset Disposition, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available; and (v) no Default or Event of Default then exists or shall result from the Asset Disposition; (H) the issuance of the RTPark Preferred Stock and the issuance of up to 10% of the common stock of AWCC issued to the officers or employees of AWCC or its Subsidiaries (to the extent such issuances of AWCC common stock are subject to drag along, rights of first refusal, restrictions on transfer and other terms and conditions reasonably satisfactory to Administrative Agent); and (I) the issuance or other disposition by a Subsidiary of its own capital stock or other equity interests (x) in connection with any Permitted Acquisition and Investment or (y) so long as such issuing or disposing Subsidiary is not a wholly owned Subsidiary immediately prior to such issuance or other disposition and such Subsidiary remains a Subsidiary after taking into account such issuance or other disposition.

Disposal of Assets or Subsidiary Stock. The Loan Parties Borrower will not, and will not permit their respective any of its Subsidiaries to, directly or indirectly, convey, sell (including, without limitation, pursuant to a sale and leaseback transaction, except those that would be permitted under Subsection 3.1(K3.1(G) deeming any such sale-leaseback to be Indebtedness, subject to documentation reasonably satisfactory to Administrative Agent), lease (including, without limitation, pursuant to a lease or sale and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire (including in the case of any Subsidiary, the issuance by such Subsidiary of its capital stock or other equity interest)acquire, in one transaction or a series of transactions, any of their respective its property, business or assets, or the capital stock of or other equity interests in any such Subsidiaryof its Subsidiaries, whether now owned or hereafter acquired, except for (Ai) bona fide sales or leases of inventory to customers in the ordinary course of business, dispositions of surplus, worn out or obsolete equipment, and any conveyance, lease, sublease, transfer or other disposition of assets of any Loan Party of Borrower or its Subsidiaries to Borrower or any Loan Partyof its wholly owned Subsidiaries; (Bii) fair market value sales of Cash Equivalents; (Ciii) leasing or subleasing of their respective its property in the ordinary course of business; (D) to the extent required by law; (E) any Asset Disposition of non-core assets of any Person acquired pursuant to a Permitted Acquisition and Investment or the Verizon Acquisition provided that such Asset Disposition occurs within 18 months of such Permitted Acquisition and Investment or the Verizon Acquisition, as applicable; (F) asset swaps of domestic wireless assets within 18 months of the Initial Funding Date in an aggregate amount not to exceed $30,000,000 if (i) after giving effect to such asset swap, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available, and (ii) no Default or Event of Default then exists or shall result from such asset swap; (Giv) all other Asset Dispositions if all of the following conditions are met: (ia) the aggregate market value of such assets sold in any fiscal year of Borrower does not exceed $7,500,000 3,000,000 in the aggregate for the Loan Parties Borrower and their respective its Subsidiaries; (iib) the consideration received by the Loan Party Borrower or such Subsidiary is at least equal to the fair market value of such assets; (iiic) the sole consideration received is cash or other equipment of comparable value to that disposed of and that is to be used in the business of the Loan Party Borrower or such Subsidiary; (ivd) after giving effect to the Asset Disposition, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is are in compliance on a Pro pro forma Basis basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available; and (ve) no Default or Event of Default then exists or shall result from the Asset Disposition; (H) the issuance of the RTPark Preferred Stock and the issuance of up to 10% of the common stock of AWCC issued to the officers or employees of AWCC or its Subsidiaries (to the extent such issuances of AWCC common stock are subject to drag along, rights of first refusal, restrictions on transfer and other terms and conditions reasonably satisfactory to Administrative Agent); and (I) the issuance or other disposition by a Subsidiary of its own capital stock or other equity interests (x) in connection with any Permitted Acquisition and Investment or (y) so long as such issuing or disposing Subsidiary is not a wholly owned Subsidiary immediately prior to such issuance or other disposition and such Subsidiary remains a Subsidiary after taking into account such issuance or other disposition.

Disposal of Assets or Subsidiary Stock. The Loan Parties will not, and will not permit their respective Subsidiaries to, directly or indirectly, convey, sell (including, including pursuant to a sale and leaseback transaction, except those that would be permitted under Subsection 3.1(K) deeming any such sale-leaseback to be Indebtedness, subject to documentation reasonably satisfactory to Administrative Agent), lease (including, including pursuant to a lease or sale and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire (including in the case of any Subsidiarydirect or indirect Subsidiary of Borrower, the issuance by such Subsidiary of its capital stock or other equity interestinterests), in one transaction or a series of transactions, any of their respective property, business or assets, or the capital stock of or other equity interests in any such Subsidiary, whether now owned or hereafter acquired, except for (Ai) bona fide sales or leases of inventory to customers in the ordinary course of business, dispositions of surplusequipment not used or useful in the business or otherwise obsolete; (ii) any sale, worn out or obsolete equipment, and any conveyance, lease, sublease, transfer or other disposition of assets of any Loan Party or its Subsidiaries to any another Loan Party; (Biii) fair market value sales of Cash EquivalentsEquivalents or other Investments permitted by Subsection 3.3; (Civ) leasing or subleasing of their respective its property in the ordinary course of business; (Dv) to the extent required Restricted Junior Payments permitted by lawSubsection 3.4; (Evi) any Asset Disposition of non-core assets of any Person acquired pursuant to a Permitted Acquisition and Investment or the Verizon Acquisition provided that such Asset Disposition occurs within 18 months of such Permitted Acquisition and Investment or the Verizon Acquisition, as applicable; (F) asset swaps of domestic wireless assets within 18 months of the Initial Funding Date in an aggregate amount not to exceed $30,000,000 if (i) after giving effect to such asset swap, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available, and (ii) no Default or Event of Default then exists or shall result from such asset swap; (G) all other Asset Dispositions if all of the following conditions are met: (ia) the aggregate market book value of such assets sold in any fiscal year one transaction or series of Borrower related transactions for any 12-month period does not exceed 7.50% of (a) the sale by any Loan Party or any of its respective subsidiaries of the real property and improvements located at 0000 Xxxxxxxxxx Xxxxxx, 000 Xxxxxx Xxxxxx, and 000 Xxxxxx Xxxxxx, Roseville, California, and the subsequent lease, as lessee, of the same property, and (b) the sale by any Loan Party or any of its respective Subsidiaries of any other property and the subsequent lease, as lessee, of the same property, within 180 days following the acquisition or construction of such property, in an aggregate amount under this clause (b) not to exceed $10,000,000; (viii) an Asset Disposition if (a) the aggregate Net Proceeds of such assets disposed of under this clause (viii) does not exceed $7,500,000 in 75,000,000 from and after the aggregate for the Loan Parties and their respective Subsidiaries; Effective Date, (iib) the consideration received by the Loan Party or such Subsidiary is at least equal to the fair market value of such assets; , (iiic) the sole consideration received is cash or equipment other assets (other than a note or other delayed payment transaction), (d) no Default or Event of comparable value to that disposed of and that is to be used in Default then exists or would result from the business of the Loan Party or such Subsidiary; Asset Disposition, (ive) after giving effect to the Asset Disposition, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is are in compliance on a Pro pro forma Basis basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available; and (v) no Default or Event of Default then exists or shall result from the Asset Disposition; (H) the issuance of the RTPark Preferred Stock available and the issuance of up to 10% of the common stock of AWCC issued to the officers or employees of AWCC or its Loan Parties and their respective Subsidiaries (to the extent such issuances of AWCC common stock are subject to drag along, rights of first refusal, restrictions on transfer and in compliance with all other terms and conditions reasonably satisfactory contained in this Agreement, and (f) the proceeds from any sale under this clause (viii) are used, at Borrower’s option, to Administrative Agentpromptly repay the Loans or to acquire fixed assets or other property useful and intended to be used in the operation of the business of the Loan Parties and their respective Subsidiaries within 365 days of the date of sale of such assets, any remaining unapplied proceeds after such 365 days to be applied promptly to repay the Loans pursuant to Subsection 1.7(C); and (Iix) the issuance or other disposition by a direct or indirect Subsidiary of Borrower (other than any Subsidiary of any Loan party that is wholly-owned as of the Effective Date) of its own capital stock or other equity interests (x) in connection with any Permitted Acquisition and Investment or (y) so long as such issuing or disposing Subsidiary is not a wholly owned Subsidiary immediately prior to such issuance or other disposition and such Subsidiary remains a Subsidiary after taking into account such issuance or other dispositionand the proceeds of such issuance are used to repay the Loans to the extent required by Subsection 1.7(E).

Disposal of Assets or Subsidiary Stock. The Loan Parties will not, and will not permit their respective Subsidiaries to, directly or indirectly, convey, sell (including, pursuant to a sale and leaseback transaction, except those that would be permitted under Subsection 3.1(K) deeming any such sale-leaseback to be Indebtedness, subject to documentation reasonably satisfactory to Administrative Agent), lease (including, pursuant to a lease or sale and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire (including in the case of any Subsidiary, the issuance by such Subsidiary of its capital stock or other equity interest), in one transaction or a series of transactions, any of their respective property, business business, Licenses or assets, or the capital stock of or other equity interests in any such Subsidiary, whether now owned or hereafter acquired, except for (A) bona fide sales or leases of inventory to customers in the ordinary course of business, business and dispositions of surplus, worn out or obsolete equipment, and any conveyance, lease, sublease, transfer or other disposition of assets of any Loan Party or its Subsidiaries to any Loan Party; (B) fair market value sales of Cash Equivalents; (C) leasing or subleasing of their respective property in the ordinary course of business; (D) to the extent required by lawApplicable Law; (E) any Asset Disposition the sale of non-core the stock or assets of any Person acquired pursuant to a Permitted Acquisition and Investment or the Verizon Acquisition provided that such Asset Disposition occurs within 18 months of such Permitted Acquisition and Investment or the Verizon AcquisitionShentel Converged Services, as applicableInc.; (F) asset swaps any conveyance, lease, sublease, transfer or other disposition of domestic wireless assets within 18 months of the Initial Funding Date in an aggregate amount not any Loan Party or Excluded Subsidiary to exceed $30,000,000 if another Loan Party or Excluded Subsidiary, provided, that (i) after giving effect the aggregate market value of any assets conveyed, leased, subleased, or otherwise transferred to such asset swap, Borrower, on any Excluded Subsidiary by a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis with Loan Party may not exceed $1,000,000 over the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available, term of this Agreement and (ii) any compensation received by any Excluded Subsidiary from any Loan Party pursuant to any conveyance, lease, sublease, transfer or other disposition of assets from any Excluded Subsidiary to any Loan Party shall be no Default less favorable to such Loan Party than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate; or Event of Default then exists or shall result from such asset swap; (G) all any other Asset Dispositions if all of the following conditions are met: (i) the aggregate market value of such assets sold in any fiscal year of Borrower does not exceed $7,500,000 in the aggregate for by the Loan Parties and their respective SubsidiariesSubsidiaries does not exceed $4,000,000 in any fiscal year or $28,000,000 over the term of this Agreement; (ii) the consideration received by the Loan Party or such Subsidiary is at least equal to the fair market value of such assets; (iii) the sole consideration received is cash or equipment assets of comparable value to that disposed of and that is to be used in the business of the Loan Party or such Subsidiary; (iv) after giving effect to the Asset Disposition, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available; and (v) no Default or Event of Default then exists or shall result from the Asset Disposition; (H) the issuance of the RTPark Preferred Stock . Amended and the issuance of up to 10% of the common stock of AWCC issued to the officers or employees of AWCC or its Subsidiaries (to the extent such issuances of AWCC common stock are subject to drag along, rights of first refusal, restrictions on transfer and other terms and conditions reasonably satisfactory to Administrative Agent); and (I) the issuance or other disposition by a Subsidiary of its own capital stock or other equity interests (x) in connection with any Permitted Acquisition and Investment or (y) so long as such issuing or disposing Subsidiary is not a wholly owned Subsidiary immediately prior to such issuance or other disposition and such Subsidiary remains a Subsidiary after taking into account such issuance or other disposition.Restated Credit Agreement/Shenandoah Telecommunications Company

Disposal of Assets or Subsidiary Stock. The Loan Parties Borrower will not, and will not permit their respective any of its Subsidiaries to, directly or indirectly, convey, sell (including, without limitation, pursuant to a sale and leaseback transaction, except those that would be permitted under Subsection 3.1(K3.1(G) deeming any such sale-leaseback to be Indebtedness, subject to documentation reasonably satisfactory to Administrative Agent), lease (including, without limitation, pursuant to a lease or sale and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire (including in the case of any Subsidiary, the issuance by such Subsidiary of its capital stock or other equity interest)acquire, in one transaction or a series of transactions, any of their respective its property, business or assets, or the capital stock of or other equity interests in any such Subsidiaryof its Subsidiaries, whether now owned or hereafter acquired, except for (Ai) bona fide sales or leases of inventory to customers in the ordinary course of business, dispositions of surplus, worn out or obsolete equipment, and any conveyance, lease, sublease, transfer or other disposition of assets of any Loan Party of Borrower or its Subsidiaries to Borrower or any Loan Partyof its wholly owned Subsidiaries; (Bii) fair market value sales of Cash Equivalents; (Ciii) leasing or subleasing of their respective its property in the ordinary course of business; (Div) to the extent required by law; (E) any Asset Disposition sale of non-core all or substantially all of the assets of any Person acquired pursuant Comnet Illinois, LLC and MoCelCo, LLC to a Permitted Acquisition and Investment or AT&T Mobility, LLC on terms (a) substantially the Verizon Acquisition provided that such Asset Disposition occurs within 18 months of such Permitted Acquisition and Investment or the Verizon Acquisition, same as applicable; (F) asset swaps of domestic wireless assets within 18 months of the Initial Funding Date in an aggregate amount not to exceed $30,000,000 if (i) after giving effect to such asset swap, Borrower, on a combined and consolidated basis with its Subsidiaries as those set forth in Section 4the term sheet, is in compliance on a Pro forma Basis with dated as of May 1, 2007, between Comnet Wireless, LLC and AT&T Mobility, LLC, or (b) reasonably satisfactory to the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available, Administrative Agent; and (ii) no Default or Event of Default then exists or shall result from such asset swap; (Gv) all other Asset Dispositions if all of the following conditions are met: (ia) the aggregate market value of such assets sold in any fiscal year of Borrower does not exceed $7,500,000 5,000,000 in the aggregate for the Loan Parties Borrower and their respective its Subsidiaries; (iib) the consideration received by the Loan Party Borrower or such Subsidiary is at least equal to the fair market value of such assets; (iiic) the sole consideration received is cash or other equipment of comparable value to that disposed of and that is to be used in the business of the Loan Party Borrower or such Subsidiary; (ivd) after giving effect to the Asset Disposition, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is are in compliance on a Pro pro forma Basis basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available; and (ve) no Default or Event of Default then exists or shall result from the Asset Disposition; (H) the issuance of the RTPark Preferred Stock and the issuance of up to 10% of the common stock of AWCC issued to the officers or employees of AWCC or its Subsidiaries (to the extent such issuances of AWCC common stock are subject to drag along, rights of first refusal, restrictions on transfer and other terms and conditions reasonably satisfactory to Administrative Agent); and (I) the issuance or other disposition by a Subsidiary of its own capital stock or other equity interests (x) in connection with any Permitted Acquisition and Investment or (y) so long as such issuing or disposing Subsidiary is not a wholly owned Subsidiary immediately prior to such issuance or other disposition and such Subsidiary remains a Subsidiary after taking into account such issuance or other disposition.

Disposal of Assets or Subsidiary Stock. The Loan Parties will not, and will not permit their respective Subsidiaries to, directly or indirectly, convey, sell (including, pursuant to a sale and leaseback transaction, except those that would be permitted under Subsection 3.1(K) deeming any such sale-leaseback to be Indebtedness, subject to documentation reasonably satisfactory to Administrative Agent), lease (including, pursuant to a lease or sale and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire (including in the case of any Subsidiary, the issuance by such Subsidiary of its capital stock or other equity interest), in one transaction or a series of transactions, any of their respective property, business or assets, or the capital stock of or other equity interests in any such Subsidiary, whether now owned or hereafter acquired, except for (A) bona fide sales or leases of inventory to customers in the ordinary course of business, dispositions of surplus, worn out or obsolete equipment, and any conveyance, lease, sublease, transfer or other disposition of assets of any Loan Party or its Subsidiaries to any Loan Party; (B) fair market value sales of Cash Equivalents; (C) leasing or subleasing of their respective property in the ordinary course of business; (D) to the extent required by law; (E) any Asset Disposition of non-core assets of any Person acquired pursuant to a Permitted Acquisition and Investment or the Verizon Acquisition provided that such Asset Disposition occurs within 18 months of such Permitted Acquisition and Investment or the Verizon Acquisition, as applicable; (F) asset swaps of domestic wireless assets within 18 months of the Initial Funding Date April 26, 2010, in an aggregate amount not to exceed $30,000,000 if (i) after giving effect to such asset swap, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available, and (ii) no Default or Event of Default then exists or shall result from such asset swap; (G) all other Asset Dispositions if all of the following conditions are met: (i) the aggregate market value of such assets sold in any fiscal year of Borrower does not exceed $7,500,000 in the aggregate for the Loan Parties and their respective Subsidiaries; (ii) the consideration received by the Loan Party or such Subsidiary is at least equal to the fair market value of such assets; (iii) the sole consideration received is cash or equipment of comparable value to that disposed of and that is to be used in the business of the Loan Party or such Subsidiary; (iv) after giving effect to the Asset Disposition, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available; and (v) no Default or Event of Default then exists or shall result from the Asset Disposition; (H) the issuance of the RTPark Preferred Stock and the issuance of (x) up to 10% of the common stock (or preferred stock, subordinated to the existing preferred stock of AWCC, convertible into such common stock) of AWCC and (y) up to 10% of any issuance of preferred stock, subordinated to the existing preferred stock of AWCC (the balance of which is issued to Loan Parties), in each case, issued to the officers or employees of AWCC or its Subsidiaries (to the extent such issuances of AWCC common stock are subject to drag along, rights of first refusal, restrictions on transfer and other terms and conditions reasonably satisfactory to Administrative Agent); and (I) the issuance or other disposition by a Subsidiary of its own capital stock or other equity interests (x) if such issuance or other disposition is by a Loan Party to a Loan Party, (y) in connection with any Permitted Acquisition and Investment Investment, or (yz) so long as such issuing or disposing Subsidiary is not a wholly owned Subsidiary immediately prior to such issuance or other disposition and such Subsidiary remains a Subsidiary after taking into account such issuance or other disposition.

Disposal of Assets or Subsidiary Stock. The Loan Parties will not, and will not permit their respective Subsidiaries to, directly or indirectly, convey, sell (including, pursuant to a sale and leaseback transaction, except those that would be permitted under Subsection 3.1(K) deeming any such sale-leaseback to be Indebtedness, subject to documentation reasonably satisfactory to Administrative Agent), lease (including, pursuant to a lease or sale and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire (including in the case of any Subsidiary, the issuance by such Subsidiary of its capital stock or other equity interest), in one transaction or a series of transactions, any of their respective property, business business, Licenses or assets, or the capital stock of or other equity interests in any such Subsidiary, whether now owned or hereafter acquired, except for (A) bona fide sales or leases of inventory to customers in the ordinary course of business, dispositions of surplus, worn out or obsolete equipment, equipment and any conveyance, lease, sublease, transfer or other disposition of assets of any Subsidiary of any Loan Party that is not a Guarantor or its Subsidiaries an Excluded Subsidiary to any another Loan PartyParty that is not a Guarantor or an Excluded Subsidiary; (B) fair market value sales of Cash Equivalents; (C) leasing or subleasing of their respective property in the ordinary course of business; (D) to the extent required by lawApplicable Law; (E) any Asset Disposition the sale of non-core the stock or assets of any Person acquired pursuant to a Permitted Acquisition and Investment or the Verizon Acquisition provided that such Asset Disposition occurs within 18 months of such Permitted Acquisition and Investment or the Verizon AcquisitionShentel Converged Services, as applicableInc.; (F) asset swaps any conveyance, lease, sublease, transfer or other disposition of domestic wireless assets within 18 months of any Loan Party to another Loan Party, provided, that the Initial Funding Date in an aggregate amount market value of any assets conveyed, leased, subleased, or otherwise transferred to any Excluded Subsidiary by a Loan Party may not to exceed $30,000,000 if (i) after giving effect to such asset swap, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis with 1,000,000 over the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available, and (ii) no Default term of this Agreement; or Event of Default then exists or shall result from such asset swap; (G) all any other Asset Dispositions if all of the following conditions are met: (i) the aggregate market value of such assets sold does not exceed $3,000,000 in any fiscal year or $15,000,000 over the term of Borrower does not exceed $7,500,000 this Agreement in the aggregate for the Loan Parties and their respective Subsidiaries; (ii) the consideration received by the Loan Party or such Subsidiary is at least equal to the fair market value of such assets; (iii) the sole consideration received is cash or equipment assets of comparable value to that disposed of and that is to be used in the business of the Loan Party or such Subsidiary; (iv) after giving effect to the Asset Disposition, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available; and (v) no Default or Event of Default then exists or shall result from the Asset Disposition; (H) the issuance of the RTPark Preferred Stock and the issuance of up to 10% of the common stock of AWCC issued to the officers or employees of AWCC or its Subsidiaries (to the extent such issuances of AWCC common stock are subject to drag along, rights of first refusal, restrictions on transfer and other terms and conditions reasonably satisfactory to Administrative Agent); and (I) the issuance or other disposition by a Subsidiary of its own capital stock or other equity interests (x) in connection with any Permitted Acquisition and Investment or (y) so long as such issuing or disposing Subsidiary is not a wholly owned Subsidiary immediately prior to such issuance or other disposition and such Subsidiary remains a Subsidiary after taking into account such issuance or other disposition.. Credit Agreement/Shenandoah Telecommunications Company

Disposal of Assets or Subsidiary Stock. The Loan Parties will not, and will not permit their respective Restricted Subsidiaries to, directly or indirectly, convey, sell (including, pursuant to a sale and leaseback transaction, except those that would be permitted under Subsection 3.1(K3.1(M) deeming any such sale-leaseback to be Indebtedness, subject to documentation reasonably satisfactory to Administrative Agent), lease (including, pursuant to a lease or sale and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire (including in the case of any Subsidiary, the issuance by such Subsidiary of its capital stock or other equity interest), in one transaction or a series of transactions, any of their respective property, business or assets, or the capital stock of or other equity interests in any such Restricted Subsidiary, whether now owned or hereafter acquiredacquired (any such transaction, an “Asset Disposition”), except for (A) bona fide sales or leases of inventory to customers in the ordinary course of business, dispositions of surplus, worn out or obsolete equipmentequipment by an Loan Party or any Restricted Subsidiary of any Loan Party, and any conveyance, lease, sublease, transfer or other disposition of assets among two or more of the Loan Parties, and any conveyance, transfer or other disposition of any capital stock or equity interests of any Person among two or more of the Loan Party or its Subsidiaries to any Loan PartyParties; (B) fair market value sales of Cash Equivalents; (C) leasing or subleasing of their respective property in the ordinary course of business; (D) to the extent required by law; (E) any Asset Disposition of non-core assets of any Person acquired pursuant to a Permitted Acquisition and Investment or the Verizon Acquisition Investment, provided that that, such Asset Disposition occurs within 18 months of such Permitted Acquisition and Investment or the Verizon Acquisition, as applicableInvestment; (F) asset swaps of domestic wireless assets within 18 months of the Initial Funding Date in an aggregate market value amount not to exceed $30,000,000 if 50,000,000 and asset swaps of foreign wireless assets in an aggregate market value amount not to exceed $15,000,000 if, in each case, (i) immediately after giving effect to such asset swap, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, Borrower is in compliance on a Pro forma formaForma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is availableSubsection 4.1 recomputed, and (ii) no Default or Event of Default then exists or shall result from such asset swap; (G) the issuance of the Choice Non-Voting Equity, the issuance of up to 10.5% of the common stock of AWCC to the officers or employees of AWCC or its Restricted Subsidiaries pursuant to the AWCC Equity Incentive Plan, the issuance of common stock of Borrower pursuant to the Atlantic Tele-Network, Inc. 2008 Equity Incentive Plan, and the issuance of up to 5% of the common equity interest of any Loan Party (other than Borrower) or its Restricted Subsidiaries to the management of such Loan Party or Subsidiary (to the extent such Loan Party’s or Restricted Subsidiary’s governing documents permit a Loan Party or its Restricted Subsidiary to approve the sale of the assets or merger of such Loan Party or Restrictive Subsidiary without the consent of such management shareholders, in each case, for so long as this Agreement is in effect and until payment in full of all Obligations (other than contingent indemnity, expense reimbursement and tax gross-up payments for which no claim has been asserted) and a certificate of an authorized officer of such Loan Party or Subsidiary certifying to the same is delivered to Administrative Agent and the Lenders in form and substance satisfactory to Administrative Agent); (H) the issuance or other disposition by any Excluded Subsidiary of its own capital stock or other equity interests; (I) the disposition by a Loan Party or any Restricted Subsidiary of the capital stock or other equity interests in any Excluded Subsidiary (other than the capital stock or other equity interests in CAH Holdco); (J) Asset Dispositions permitted by Subsection 3.3(N); and (K) other Asset Dispositions in an aggregate amount during each fiscal year not to exceed $5,000,000; and (L) all other Asset Dispositions (but excluding any Asset Disposition of any equity interest in any Loan Party or any Restricted Subsidiary of a Loan Party other than an Excluded Subsidiary) if all of the following conditions are met: (i) the aggregate market value no Event of Default exists immediately before or will result immediately after such assets sold in any fiscal year of Borrower does not exceed $7,500,000 in the aggregate for the Loan Parties and their respective Subsidiaries; Asset Disposition, (ii) the consideration received by the Loan Party or such Subsidiary is at least equal to the fair market value of such assets; (iii) the sole consideration received is cash or equipment of comparable value to that disposed of and that is to Borrower shall be used in the business of the Loan Party or such Subsidiary; (iv) after giving effect to the Asset Disposition, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma formaForma Basis immediately after giving effect to such Asset Disposition with Subsection 4.1, and (iii) except as to Asset Dispositions pursuant to call options existing on the Fourth Amendment and Restatement Date or Asset Dispositions of assets acquired after the Fourth Amendment and Restatement Date pursuant to call options entered into after the Fourth Amendment and Restatement Date by Borrower or any of its Restricted Subsidiaries that are consistent with the covenants set forth in Section 4 recomputed for practices of Borrower and its Restricted Subsidiaries on or prior to the most recently ended fiscal quarter for which information is available; Fourth Amendment and (v) no Default or Event of Default then exists or shall result from the Asset Disposition; (H) the issuance of the RTPark Preferred Stock and the issuance of up to 10Restatement Date, at least 60% of the common stock EBITDA of AWCC issued to the officers or employees all of AWCC or its Borrower’s Restricted Subsidiaries (but excluding the EBITDA of Borrower) is attributable to the extent Contributing Qualifying Subsidiaries, determined on a Pro Forma Basis immediately after giving effect to any such issuances of AWCC common stock are subject Asset Disposition pursuant to drag along, rights of first refusal, restrictions on transfer and other terms and conditions reasonably satisfactory to Administrative Agentthis clause (L); and (I) the issuance or other disposition by a Subsidiary of its own capital stock or other equity interests (x) in connection with any Permitted Acquisition and Investment or (y) so long as such issuing or disposing Subsidiary is not a wholly owned Subsidiary immediately prior to such issuance or other disposition and such Subsidiary remains a Subsidiary after taking into account such issuance or other disposition.

Disposal of Assets or Subsidiary Stock. The Loan Parties will not, and will not permit their respective Restricted Subsidiaries to, directly or indirectly, convey, sell (including, pursuant to a sale and leaseback transaction, except those that would be permitted under Subsection 3.1(K3.1(M) deeming any such sale-leaseback to be Indebtedness, subject to documentation reasonably satisfactory to Administrative Agent), lease (including, pursuant to a lease or sale and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire (including in the case of any Subsidiary, the issuance by such Subsidiary of its capital stock or other equity interest), in one transaction or a series of transactions, any of their respective property, business or assets, or the capital stock of or other equity interests in any such Restricted Subsidiary, whether now owned or hereafter acquiredacquired (any such transaction, an “Asset Disposition”), except for (A) bona fide sales or leases of inventory to customers in the ordinary course of business, dispositions of surplus, worn out or obsolete equipmentequipment by an Loan Party or any Restricted Subsidiary of any Loan Party, and any conveyance, lease, sublease, transfer or other disposition of assets among two or more of the Loan Parties, and any conveyance, transfer or other disposition of any capital stock or equity interests of any Person among two or more of the Loan Party or its Subsidiaries to any Loan PartyParties; (B) fair market value sales of Cash Equivalents; (C) leasing or subleasing of their respective property in the ordinary course of business; (D) to the extent required by law; (E) any Asset Disposition of non-core assets of any Person acquired pursuant to a Permitted Acquisition and Investment or the Verizon Acquisition Investment, provided that that, such Asset Disposition occurs within 18 months of such Permitted Acquisition and Investment or the Verizon Acquisition, as applicableInvestment; (F) asset swaps of domestic wireless assets within 18 months of the Initial Funding Date in an aggregate market value amount not to exceed $30,000,000 if 50,000,000 and asset swaps of foreign wireless assets in an aggregate market value amount not to exceed $15,000,000 if, in each case, (i) immediately after giving effect to such asset swap, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, Borrower is in compliance on a Pro forma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is availableSubsection 4.1 recomputed, and (ii) no Default or Event of Default then exists or shall result from such asset swap; (G) the issuance of the Choice Non-Voting Equity, the issuance of up to 10.5% of the common stock of AWCC to the officers or employees of AWCC or its Restricted Subsidiaries pursuant to the AWCC Equity Incentive Plan, the issuance of common stock of Borrower pursuant to the Atlantic Tele-Network, Inc. 2008 Equity Incentive Plan, and the issuance of up to 5% of the common equity interest of any Loan Party (other than Borrower) or its Restricted Subsidiaries to the management of such Loan Party or Subsidiary (to the extent such Loan Party’s or Restricted Subsidiary’s governing documents permit a Loan Party or its Restricted Subsidiary to approve the sale of the assets or merger of such Loan Party or Restrictive Subsidiary without the consent of such management shareholders, in each case, for so long as this Agreement is in effect and until payment in full of all Obligations (other than contingent indemnity, expense reimbursement and tax gross-up payments for which no claim has been asserted) and a certificate of an authorized officer of such Loan Party or Subsidiary certifying to the same is delivered to Administrative Agent and the Lenders in form and substance satisfactory to Administrative Agent); (H) the issuance or other disposition by any Excluded Subsidiary of its own capital stock or other equity interests; (I) the disposition by a Loan Party or any Restricted Subsidiary of the capital stock or other equity interests in any Excluded Subsidiary; (J) Asset Dispositions permitted by Subsection 3.3(N); and (K) all other Asset Dispositions (but excluding any Asset Disposition of any equity interest in any Loan Party or any Restricted Subsidiary of a Loan Party other than an Excluded Subsidiary) if all of the following conditions are met: (i) the aggregate market value no Event of Default exists immediately before or will result immediately after such assets sold in any fiscal year of Borrower does not exceed $7,500,000 in the aggregate for the Loan Parties and their respective Subsidiaries; Asset Disposition, (ii) the consideration received by the Loan Party or such Subsidiary is at least equal to the fair market value of such assets; (iii) the sole consideration received is cash or equipment of comparable value to that disposed of and that is to Borrower shall be used in the business of the Loan Party or such Subsidiary; (iv) after giving effect to the Asset Disposition, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis immediately after giving effect to such Asset Disposition with Subsection 4.1, and (iii) except as to Asset Dispositions pursuant to call options existing on the Fourth Amendment and Restatement Date or Asset Dispositions of assets acquired after the Fourth Amendment and Restatement Date pursuant to call options entered into after the Fourth Amendment and Restatement Date by Borrower or any of its Restricted Subsidiaries that are consistent with the covenants set forth in Section 4 recomputed for practices of Borrower and its Restricted Subsidiaries on or prior to the most recently ended fiscal quarter for which information is available; Fourth Amendment and (v) no Default or Event of Default then exists or shall result from the Asset Disposition; (H) the issuance of the RTPark Preferred Stock and the issuance of up to 10Restatement Date, at least 60% of the common stock EBITDA of AWCC issued to the officers or employees all of AWCC or its Borrower’s Restricted Subsidiaries (but excluding the EBITDA of Borrower) is attributable to the extent Contributing Qualifying Subsidiaries, determined on a Pro Forma Basis immediately after giving effect to any such issuances of AWCC common stock are subject Asset Disposition pursuant to drag along, rights of first refusal, restrictions on transfer and other terms and conditions reasonably satisfactory to Administrative Agentthis clause (L); and (I) the issuance or other disposition by a Subsidiary of its own capital stock or other equity interests (x) in connection with any Permitted Acquisition and Investment or (y) so long as such issuing or disposing Subsidiary is not a wholly owned Subsidiary immediately prior to such issuance or other disposition and such Subsidiary remains a Subsidiary after taking into account such issuance or other disposition.

Disposal of Assets or Subsidiary Stock. The Loan Parties Borrower will not, -------------------------------------- and will not permit their respective any of its Subsidiaries to, directly or indirectly, convey, sell (including, without limitation, pursuant to a sale and leaseback transaction, except those that would be permitted under Subsection 3.1(K) deeming any such sale-leaseback to be Indebtedness, subject to documentation reasonably satisfactory to Administrative Agent), lease (including, without limitation, pursuant to a lease or sale and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire (including in the case of any Subsidiary, the issuance by such Subsidiary of its capital stock or other equity interest)acquire, in one transaction or a series of transactions, any of their respective its property, business or assets, or the capital stock of or other equity interests in any such Subsidiary, whether now owned or hereafter acquiredof its Subsidiaries, except for (Ai) bona fide sales or leases of inventory to customers in the ordinary course of business, dispositions of surplus, worn out equipment not used or useful in the business or otherwise obsolete equipment, and any sale, conveyance, lease, sublease, transfer or other disposition of assets of any Loan Party of Borrower or its Subsidiaries to Borrower or any Loan Partywholly owned Subsidiary; (Bii) fair market value sales of Cash Equivalents; (Ciii) leasing or subleasing of their respective its property in the ordinary course of business; (Div) to the extent required by law; (E) any Asset Disposition of non-core assets of any Person acquired pursuant to a Permitted Acquisition and Investment or the Verizon Acquisition provided that such Asset Disposition occurs within 18 months of such Permitted Acquisition and Investment or the Verizon Acquisition, as applicable; (F) asset swaps of domestic wireless assets within 18 months of the Initial Funding Date in an aggregate amount not to exceed $30,000,000 if (i) after giving effect to such asset swap, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available, and (ii) no Default or Event of Default then exists or shall result from such asset swap; (G) all other Asset Dispositions if all of the following conditions are met: (ia) the aggregate market book value of such assets sold in any fiscal year one transaction or series of Borrower related transactions for any 12-month period does not exceed $7,500,000 10% of Consolidated Net Assets determined as of the end of the immediately preceding fiscal year in the aggregate for the Loan Parties Borrower and their respective its Subsidiaries; , (iib) the consideration received by the Loan Party Borrower or such Subsidiary is at least equal to the fair market value of such assets; , (iiic) the sole consideration received is cash or equipment of comparable value to that disposed of and that is to be used in the business of the Loan Party other assets (other than a note or such Subsidiary; other delayed payment transaction), (ivd) after giving effect to the Asset Disposition, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is are in compliance on a Pro pro forma Basis basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available; available and Borrower is in compliance with all other terms and conditions contained in this Agreement, and (ve) no Default or Event of Default then exists or shall would result from the Asset Disposition; (Hv) the issuance sale by Borrower or any Subsidiary of property and the subsequent lease, as lessee, of the RTPark Preferred Stock same property, within 180 days following the acquisition or construction of such property, in an aggregate amount not to exceed $25,000,000; and (vi) an Asset Disposition if (a) the issuance aggregate Net Proceeds of up to 10% such assets disposed of under this clause (vi) does not exceed $100,000,000, (b) the common stock of AWCC issued consideration received is at least equal to the officers fair market value of such assets, (c) the sole consideration received is cash or employees other assets (other than a note or other delayed payment transaction), (d) no Default or Event of AWCC Default then exists or would result from the Asset Disposition, (e) after giving effect to the Asset Disposition, Borrower, on a combined and consolidated basis with its Subsidiaries (to as set forth in Section 4, are in compliance on a pro forma basis with the extent such issuances of AWCC common stock are subject to drag along, rights of first refusal, restrictions on transfer covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available and Borrower is in compliance with all other terms and conditions reasonably satisfactory to Administrative Agent); contained in this Agreement, and (If) the issuance proceeds from any sale under this clause (vi) are promptly used to repay the Term Loan pursuant to Subsection 1.7(C), provided that if at the time of such disposition under this clause (vi) Borrower's Leverage Ratio is less than or equal to 2.2:1.0 for a disposition occurring on or before December 31, 2007 and less than or equal to 2.0:1.0 for a disposition occurring on or after January 1, 2008, Borrower may in lieu of repaying the Term Loan apply such proceeds to the acquisition of fixed assets or other disposition by a Subsidiary property useful and intended to be used in the operation of its own capital stock or other equity interests (x) in connection with the business of Borrower is Subsidiaries within 365 days of the date of sale of such assets, any Permitted Acquisition and Investment or (y) so long as remaining unapplied proceeds after such issuing or disposing Subsidiary is not a wholly owned Subsidiary immediately prior 365 days to such issuance or other disposition and such Subsidiary remains a Subsidiary after taking into account such issuance or other disposition.be applied promptly to repay the Term Loan pursuant to Subsection 1.7(C). Credit Agreement/SureWest Communications

Disposal of Assets or Subsidiary Stock. The Loan Parties will not, and will not permit their respective Subsidiaries to, directly or indirectly, convey, sell (including, without limitation, pursuant to a sale and leaseback transaction, except those that would be permitted under Subsection 3.1(K3.1(J) deeming any such sale-leaseback to be Indebtedness, subject to documentation reasonably satisfactory to Administrative Agent), lease (including, without limitation, pursuant to a lease or sale and leaseback transaction), sublease, transfer or otherwise dispose of, or grant any Person an option to acquire (including in the case of any Subsidiary, the issuance by such Subsidiary of its capital stock or other equity interest)acquire, in one transaction or a series of transactions, any of their respective its property, business or assets, or the capital stock of or other equity interests in any such Subsidiary, whether now owned or hereafter acquired, except for (A) bona fide sales or leases of inventory to customers in the ordinary course of business, dispositions of surplus, worn out or obsolete equipment, and any conveyance, lease, sublease, transfer or other disposition of assets of any Loan Party or its Subsidiaries to any Loan Party; (B) fair market value sales of Cash Equivalents; (C) leasing or subleasing of their respective its property in the ordinary course of business; (D) to the extent any Asset Disposition required by law; (E) any Asset Disposition of non-core assets of any Person a company acquired pursuant to a Permitted Acquisition and Investment or the Verizon Acquisition provided that such Asset Disposition occurs within 18 months of such Permitted Acquisition and Investment or the Verizon Acquisition, as applicable; (F) asset swaps of domestic wireless assets within 18 months of the Initial Funding Date in an aggregate amount not to exceed $30,000,000 if (i) after giving effect to such asset swap, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro forma Basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available, and (ii) no Default or Event of Default then exists or shall result from such asset swap; (GF) all other Asset Dispositions if all of the following conditions are met: (i) the aggregate market value of such assets sold in any fiscal year of Borrower does not exceed $7,500,000 in the aggregate for the Loan Parties and their respective Subsidiaries; (ii) the consideration received by the Loan Party or such Subsidiary is at least equal to the fair market value of such assets; (iii) the sole consideration received is cash or equipment of comparable value to that disposed of and that is to be used in the business of the Loan Party or such Subsidiary; (iv) after giving effect to the Asset Disposition, Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a Pro pro forma Basis basis with the covenants set forth in Section 4 recomputed for the most recently ended fiscal quarter for which information is available; and (v) no Default or Event of Default then exists or shall result from the Asset Disposition; (H) the issuance of the RTPark Preferred Stock and the issuance of up to 10% of the common stock of AWCC issued to the officers or employees of AWCC or its Subsidiaries (to the extent such issuances of AWCC common stock are subject to drag along, rights of first refusal, restrictions on transfer and other terms and conditions reasonably satisfactory to Administrative Agent); and (I) the issuance or other disposition by a Subsidiary of its own capital stock or other equity interests (x) in connection with any Permitted Acquisition and Investment or (y) so long as such issuing or disposing Subsidiary is not a wholly owned Subsidiary immediately prior to such issuance or other disposition and such Subsidiary remains a Subsidiary after taking into account such issuance or other disposition.