Common use of Incremental Term Loan Facilities Clause in Contracts

Incremental Term Loan Facilities. (a) The US Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (the “Incremental US Term Loans”) and (b) the Canadian Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (the “Incremental Canadian Term Loans”, and, together with the Incremental US Term Loans, the “Incremental 57 Term Loans”); provided that (x) at the time of any such request, upon the effectiveness of any Incremental Amendment referred to below and pro forma for the incurrence thereof on the date such Incremental Term Loan is extended, no Default or Event of Default shall have occurred and be continuing, (y) the US Borrower’s Consolidated Senior Secured Leverage Ratio shall be less than 2.50 to 1.00 determined on a pro forma basis as of the date such Incremental Term Loan is extended and as of the last day of the most recent fiscal quarter for which financial statements are available, as if such Incremental Term Loans had been outstanding on the last day of such fiscal quarter, and (z) such Incremental Term Loans shall not be used to repay or refinance the Senior Subordinated Notes or any refinancing thereof pursuant to Section 7.2(h). Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans, shall not exceed the Dollar Equivalent of $50,000,000. Each tranche of Incremental Term Loans (a) shall rank pari passu in right of payment and of security with any existing Term Loans, (b) shall not mature earlier than the final maturity date of any existing Term Loans, (c) except as set forth above, shall be treated substantially the same as the existing Term Loans (in each case, including with respect to mandatory and voluntary prepayments) and (d) shall have a Weighted Average Life to Maturity of no less than, with respect to Incremental US Term Loans, the Weighted Average Life to Maturity as then in effect for the existing US Term Loans, and with respect to the Incremental Canadian Term Loans, the Weighted Average Life to Maturity of the existing Canadian Term Loans; provided, further, that (i) except as provided in preceding clauses (a), (b), (c) and (d), the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably acceptable to the Administrative Agent and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the applicable Borrower and the lenders thereof; provided that, notwithstanding the foregoing, the yield applicable to the Incremental Canadian Term Loans or the Incremental US Term Loans (after giving effect to all upfront or similar fees or original issue discount payable with respect to the Incremental Canadian Term Loans or Incremental US Term Loans, as applicable) shall not be greater than the interest rate payable with respect to the Canadian Term Loans or US Term Loans, as applicable, plus 0.25% per annum, unless the interest rate with respect to the existing Canadian Term Loans or existing US Term Loans, as applicable, is increased so as to equal the yield applicable to the Incremental Canadian Term Loans or Incremental US Term Loans (after giving effect to all upfront or similar fees or original issue discount payable with respect to the Incremental Canadian Term Loans or Incremental US Term Loans, as applicable ).

Incremental Term Loan Facilities. Borrower and any one or more Lenders (a) The US Borrower may at including any time or from time to time after the Closing DatePerson not previously a Lender hereunder who executes and delivers a joinder agreement executed by Borrower, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy Agent, and such Lender, in form and substance reasonably acceptable to each of the Lendersthem), request which Lenders are reasonably acceptable to Administrative Agent and to Borrower, may agree, upon at least 10 days’ prior written notice to Administrative Agent, that such Lenders shall make one or more additional tranches of term loans loan facilities available to Borrower under this Subsection 1.1(C) (the each, an “Incremental US Term Loans”) Loan Facility” and (b) the Canadian Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (the “Incremental Canadian Term Loans”, and, together with the Incremental US Term Loanscollectively, the “Incremental 57 Term Loan Facilities”; each commitment thereunder an “Incremental Term Loan Commitment” and collectively, the “Incremental Term Loan Commitments”; and the loans thereunder, each, an “Incremental Term Loan” and collectively, the “Incremental Term Loans”); provided that . Any Incremental Term Loan Facility shall be documented by an amendment or supplement to this Agreement (xor restatement hereof) at signed by Borrower and the time of any such request, upon the effectiveness of any Incremental Amendment referred to below and pro forma for the incurrence thereof on the date Lenders providing such Incremental Term Loan Commitments. Notwithstanding the foregoing: (i) the aggregate principal amount of all Incremental Term Loan Commitments shall not exceed $50,000,000; (ii) the maturity date of any Incremental Term Loan Facility shall be no earlier than the maturity date of the Term Loan Facilities; (iii) the weighted average life of any Incremental Term Loan Facility shall be equal to or greater than the remaining weighted average life of the Term Loan Facilities, determined as of the initial funding date for such Incremental Term Loan Facility; (iv) to the extent that the applicable interest rate margins for any Incremental Term Loan Facility exceed by more than 0.25% the applicable interest rate margins for the existing Term Loan Facilities, determined as of the initial funding date for such Incremental Term Loan Facility, the applicable interest rate margins for the existing Term Loan Facilities shall be increased so that the interest rate margins on such Incremental Term Loan Facility and the existing Term Loan Facilities are equal; (v) any covenant or Event of Default applicable to the Incremental Term Loan Facility that is extended, more restrictive than the equivalent covenant or Event of Default set forth in this Agreement shall be deemed to be applicable to the Loans hereunder; and (vi) no Default or Event of Default shall have occurred and be continuing, (y) the US Borrower’s Consolidated Senior Secured Leverage Ratio shall be less than 2.50 to 1.00 determined on a pro forma basis as of the date such Incremental Term Loan is extended and as of the last day of the most recent fiscal quarter for which financial statements are available, as if such Incremental Term Loans had been outstanding on the last day of such fiscal quarter, and (z) such Incremental Term Loans shall not be used to repay continuing or refinance the Senior Subordinated Notes or any refinancing thereof pursuant to Section 7.2(h). Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans, shall not exceed the Dollar Equivalent of $50,000,000. Each tranche of Incremental Term Loans (a) shall rank pari passu in right of payment and of security with any existing Term Loans, (b) shall not mature earlier than the final maturity date of any existing Term Loans, (c) except as set forth above, shall be treated substantially the same as the existing Term Loans (in each case, including with respect to mandatory and voluntary prepayments) and (d) shall have a Weighted Average Life to Maturity of no less than, with respect to Incremental US Term Loans, the Weighted Average Life to Maturity as then in effect for the existing US Term Loans, and with respect to the Incremental Canadian Term Loans, the Weighted Average Life to Maturity of the existing Canadian Term Loans; provided, further, that (i) except as provided in preceding clauses (a), (b), (c) and (d), the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably acceptable to the Administrative Agent and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the applicable Borrower and the lenders thereof; provided that, notwithstanding the foregoing, the yield applicable to the Incremental Canadian Term Loans or the Incremental US Term Loans (result after giving effect to any Incremental Term Loan Facility and the borrowings contemplated thereunder, and the Loan Parties shall be in pro forma compliance with the financial covenants contained in Section 4. The Lenders shall have no obligation, and shall have no right, to participate in any Incremental Term Loan Facility. Any new Lender providing an Incremental Term Loan Commitment shall for all upfront or similar fees or original issue discount payable with respect purposes be a Lender party to the Incremental Canadian Term Loans or Incremental US Term Loans, as applicable) loan documentation and shall not be greater than the interest rate payable with respect to the Canadian Term Loans or US Term Loans, as applicable, plus 0.25% per annum, unless the interest rate with respect to the existing Canadian Term Loans or existing US Term Loans, as applicable, is increased so as to equal the yield applicable to the Incremental Canadian Term Loans or Incremental US Term Loans (after giving effect to have all upfront or similar fees or original issue discount payable with respect to the Incremental Canadian Term Loans or Incremental US Term Loans, as applicable )rights and obligations of a Lender.

Incremental Term Loan Facilities. Borrower and any one or more Lenders (a) The US Borrower including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by Borrower, Administrative Agent, and such Lender, in form and substance reasonably acceptable to each of them), which Lenders are reasonably acceptable to Administrative Agent and to Borrower, may at any time or agree, from time to time after the Closing Datetime, by upon at least 10 days' prior written notice to the Administrative Agent (whereupon the Administrative Agent Agent, that such Lenders shall promptly deliver a copy to each of the Lenders), request make one or more additional tranches of term loan facilities available to Borrower under this Subsection 1.1(C) (each, an "Incremental Term Loan Facility" and collectively, the "Incremental Term Loan Facilities"; each commitment thereunder an "Incremental Term Loan Commitment" and collectively, the "Incremental Term Loan Commitments"; and the loans (thereunder, each, an "Incremental Term Loan" and collectively, the “"Incremental US Term Loans”"). Any Incremental Term Loan Facility shall be documented by an amendment or supplement to this Agreement (or restatement hereof) signed by Borrower and (b) the Canadian Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (the “Incremental Canadian Term Loans”, and, together with the Incremental US Term Loans, the “Incremental 57 Term Loans”); provided that (x) at the time of any such request, upon the effectiveness of any Incremental Amendment referred to below and pro forma for the incurrence thereof on the date Lenders providing such Incremental Term Loan Commitments. Credit Agreement/Shenandoah Telecommunications Company Notwithstanding the foregoing: (i) the aggregate principal amount of all Incremental Term Loan Commitments shall not exceed $100,000,000; (ii) the maturity date of any Incremental Term Loan Facility shall be no earlier than the Term Loan A Maturity Date; (iii) the weighted average life of any Incremental Term Loan Facility shall be equal to or greater than the remaining weighted average life of the Term Loan A Facility, determined as of the initial funding date for such Incremental Term Loan Facility; (iv) to the extent that the applicable interest rate margins for any Incremental Term Loan Facility exceed by more than 0.25% the applicable interest rate margins for the Term Loan A Facility, determined as of the initial funding date for such Incremental Term Loan Facility, the applicable interest rate margins for the Term Loan A Facility shall be increased so that the interest rate margins on such Incremental Term Loan Facility and the Term Loan A Facility are equal; (v) the original issue discount or the upfront fees applicable to any Incremental Term Loan Facility shall not be more than 1.0%; (vi) any covenant or Event of Default applicable to the Incremental Term Loan Facility that is extended, more restrictive than the equivalent covenant or Event of Default set forth in this Agreement shall be deemed to be applicable to the Loans hereunder; and (vii) no Default or Event of Default shall have occurred and be continuing, (y) the US Borrower’s Consolidated Senior Secured Leverage Ratio shall be less than 2.50 to 1.00 determined on a pro forma basis as of the date such Incremental Term Loan is extended and as of the last day of the most recent fiscal quarter for which financial statements are available, as if such Incremental Term Loans had been outstanding on the last day of such fiscal quarter, and (z) such Incremental Term Loans shall not be used to repay continuing or refinance the Senior Subordinated Notes or any refinancing thereof pursuant to Section 7.2(h). Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans, shall not exceed the Dollar Equivalent of $50,000,000. Each tranche of Incremental Term Loans (a) shall rank pari passu in right of payment and of security with any existing Term Loans, (b) shall not mature earlier than the final maturity date of any existing Term Loans, (c) except as set forth above, shall be treated substantially the same as the existing Term Loans (in each case, including with respect to mandatory and voluntary prepayments) and (d) shall have a Weighted Average Life to Maturity of no less than, with respect to Incremental US Term Loans, the Weighted Average Life to Maturity as then in effect for the existing US Term Loans, and with respect to the Incremental Canadian Term Loans, the Weighted Average Life to Maturity of the existing Canadian Term Loans; provided, further, that (i) except as provided in preceding clauses (a), (b), (c) and (d), the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably acceptable to the Administrative Agent and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the applicable Borrower and the lenders thereof; provided that, notwithstanding the foregoing, the yield applicable to the Incremental Canadian Term Loans or the Incremental US Term Loans (result after giving effect to any Incremental Term Loan Facility and the borrowings contemplated thereunder, and the Loan Parties shall be in pro forma compliance with the financial covenants contained in Section 4. Lenders shall have no obligation, and shall have no right, to participate in any Incremental Term Loan Facility. Any new Lender providing an Incremental Term Loan Commitment shall for all upfront or similar fees or original issue discount payable with respect purposes be a Lender party to the Incremental Canadian Term Loans or Incremental US Term Loans, as applicable) loan documentation and shall not be greater than the interest rate payable with respect to the Canadian Term Loans or US Term Loans, as applicable, plus 0.25% per annum, unless the interest rate with respect to the existing Canadian Term Loans or existing US Term Loans, as applicable, is increased so as to equal the yield applicable to the Incremental Canadian Term Loans or Incremental US Term Loans (after giving effect to have all upfront or similar fees or original issue discount payable with respect to the Incremental Canadian Term Loans or Incremental US Term Loans, as applicable )rights and obligations of a Lender.

Incremental Term Loan Facilities. Borrower and any one or more Lenders (a) The US Borrower may at including any time or from time to time after the Closing DatePerson not previously a Lender hereunder who executes and delivers a joinder agreement executed by Borrower, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy Agent, and such Lender, in form and substance reasonably acceptable to each of the Lendersthem), request which Lenders are reasonably acceptable to Administrative Agent and to Borrower, may agree, upon at least 10 days’ prior written notice to Administrative Agent, that such Lenders shall make one or more additional tranches of term loans loan facilities available to Borrower under this Subsection 1.1(C) (the each, an “Incremental US Term Loans”) Loan Facility” and (b) the Canadian Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (the “Incremental Canadian Term Loans”, and, together with the Incremental US Term Loanscollectively, the “Incremental 57 Term Loan Facilities”; each commitment thereunder an “Incremental Term Loan Commitment” and collectively, the “Incremental Term Loan Commitments”; and the loans thereunder, each, an “Incremental Term Loan” and collectively, the “Incremental Term Loans”); provided that . Any Incremental Term Loan Facility shall be documented by an amendment or supplement to this Agreement (xor restatement hereof) at signed by Borrower and the time of any such request, upon the effectiveness of any Incremental Amendment referred to below and pro forma for the incurrence thereof on the date Lenders providing such Incremental Term Loan Commitments. Notwithstanding the foregoing: (i) the aggregate principal amount of all Incremental Term Loan Commitments shall not exceed $50,000,000; (ii) the maturity date of any Incremental Term Loan Facility shall be no earlier than the maturity date of the Term Loan Facility; (iii) the weighted average life of any Incremental Term Loan Facility shall be equal to or greater than the remaining weighted average life of the Term Loan Facility, determined as of the initial funding date for such Incremental Term Loan Facility; (iv) to the extent that the applicable interest rate margins for any Incremental Term Loan Facility exceed by more than 0.25% the applicable interest rate margins for the existing Term Loan Facility, determined as of the initial funding date for such Incremental Term Loan Facility, the applicable interest rate margins for the existing Term Loan Facility shall be increased so that the interest rate margins on such Incremental Term Loan Facility and the existing Term Loan Facility are equal; (v) any covenant or Event of Default applicable to the Incremental Term Loan Facility that is extended, more restrictive than the equivalent covenant or Event of Default set forth in this Agreement shall be deemed to be applicable to the Loans hereunder; and (vi) no Default or Event of Default shall have occurred and be continuing, (y) the US Borrower’s Consolidated Senior Secured Leverage Ratio shall be less than 2.50 to 1.00 determined on a pro forma basis as of the date such Incremental Term Loan is extended and as of the last day of the most recent fiscal quarter for which financial statements are available, as if such Incremental Term Loans had been outstanding on the last day of such fiscal quarter, and (z) such Incremental Term Loans shall not be used to repay continuing or refinance the Senior Subordinated Notes or any refinancing thereof pursuant to Section 7.2(h). Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans, shall not exceed the Dollar Equivalent of $50,000,000. Each tranche of Incremental Term Loans (a) shall rank pari passu in right of payment and of security with any existing Term Loans, (b) shall not mature earlier than the final maturity date of any existing Term Loans, (c) except as set forth above, shall be treated substantially the same as the existing Term Loans (in each case, including with respect to mandatory and voluntary prepayments) and (d) shall have a Weighted Average Life to Maturity of no less than, with respect to Incremental US Term Loans, the Weighted Average Life to Maturity as then in effect for the existing US Term Loans, and with respect to the Incremental Canadian Term Loans, the Weighted Average Life to Maturity of the existing Canadian Term Loans; provided, further, that (i) except as provided in preceding clauses (a), (b), (c) and (d), the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably acceptable to the Administrative Agent and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the applicable Borrower and the lenders thereof; provided that, notwithstanding the foregoing, the yield applicable to the Incremental Canadian Term Loans or the Incremental US Term Loans (result after giving effect to any Incremental Term Loan Facility and the borrowings contemplated thereunder, and the Loan Parties shall be in pro forma compliance with the financial covenants contained in Section 4. The Lenders shall have no obligation, and shall have no right, to participate any Incremental Term Loan Facility. Any new Lender providing a Incremental Term Loan Commitment shall for all upfront or similar fees or original issue discount payable with respect purposes be a Lender party to the Incremental Canadian Term Loans or Incremental US Term Loans, as applicable) loan documentation and shall not be greater than the interest rate payable with respect to the Canadian Term Loans or US Term Loans, as applicable, plus 0.25% per annum, unless the interest rate with respect to the existing Canadian Term Loans or existing US Term Loans, as applicable, is increased so as to equal the yield applicable to the Incremental Canadian Term Loans or Incremental US Term Loans (after giving effect to have all upfront or similar fees or original issue discount payable with respect to the Incremental Canadian Term Loans or Incremental US Term Loans, as applicable )rights and obligations of a Lender.

Incremental Term Loan Facilities. (a) The US Borrower Company may at any time or from time to time after notify the Closing Date, Administrative Agent that certain of the Lenders designated by notice the Company shall become Incremental Lenders and/or that additional lenders shall be added to this Agreement as Incremental Lenders with Commitments for the purpose of establishing an Incremental Term Loan Facility by executing and delivering to the Administrative Agent an Incremental Term Loan Activation Notice signed by such Lenders or such additional lenders and specifying (whereupon i) the Administrative Agent shall promptly deliver a copy to each respective Incremental Term Loan Commitment of such Incremental Lenders, (ii) the applicable Incremental Term Loan Closing Date, (iii) the applicable Incremental Term Loan Maturity Date, (iv) the amortization schedule for the applicable Incremental Term Loans, (v) the Currency of the Lenders), request one or more additional tranches of term loans (the “applicable Incremental US Term Loans”, (vi) the Applicable Margin for the Incremental Term Loans to be made pursuant to such Incremental Term Loan Activation Notice, (vii) the borrower thereof (which shall be the Company or a Subsidiary Borrower) and (bviii) any additional terms applicable to such Incremental Term Loans to be made pursuant to such Incremental Term Loan Activation Notice (in each case, as agreed between the Canadian Borrower may at any time or from time to time after Company and the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the LendersIncremental Lenders providing such Incremental Term Loans), request one or more additional tranches of term loans (the “Incremental Canadian Term Loans”, and, together with the Incremental US Term Loans, the “Incremental 57 Term Loans”)and otherwise duly completed; provided that (xA) at the time of any such request, upon the effectiveness of any Incremental Amendment referred after giving effect to below and pro forma for the incurrence thereof on the date of such Incremental Term Loan is extendedLoans and use of proceeds thereof, no Default or Event of Default shall have occurred be continuing and be continuing, (y) the US Borrower’s Consolidated Senior Secured Leverage Borrowing Base Coverage Ratio shall be less than 2.50 at least 1.00 to 1.00 determined on a pro forma basis as of 1.00, (B) the date such Incremental Term Loan is extended and as of the last day of the most recent fiscal quarter for which financial statements are available, as if such Incremental Term Loans had been outstanding on the last day of such fiscal quarter, and (z) Maturity Date applicable to such Incremental Term Loans shall not be used no earlier than the Term Loan Maturity Date, (C) the weighted average life to repay or refinance the Senior Subordinated Notes or any refinancing thereof pursuant to Section 7.2(h). Each tranche maturity of such Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans, shall not exceed the Dollar Equivalent of $50,000,000. Each tranche of Incremental Term Loans (a) shall rank pari passu in right of payment and of security with any existing Term Loans, (b) shall not mature earlier longer than the final weighted average life to maturity date of any existing Term Loans, (c) except as set forth above, shall be treated substantially the same as the existing Term Loans (in each case, including with respect to mandatory and voluntary prepayments) and (d) shall have a Weighted Average Life to Maturity of no less than, with respect to Incremental US Term Loans, the Weighted Average Life to Maturity as then in effect for the existing US Term Loans, and with respect to the Incremental Canadian Term Loans, the Weighted Average Life to Maturity of the existing Canadian Term Loans; provided, further, that (i) except as provided in preceding clauses (a), (b), (c) and (d), the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans then outstanding and (D) if any terms added to such Incremental Term Loans pursuant to the extent foregoing clause (viii) (other than in respect respect of interest rates, fees, call features or premiums) are less favorable to the Company and its Subsidiaries than the terms of this Agreement at such differences are reasonably acceptable to time, the Company and the Administrative Agent and (ii) shall have entered into an amendment of this Agreement to include such additional terms for the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the applicable Borrower and the lenders thereof; provided that, notwithstanding the foregoing, the yield applicable to the Incremental Canadian Term Loans or the Incremental US Term Loans (after giving effect to benefit of all upfront or similar fees or original issue discount payable with respect to the Incremental Canadian Term Loans or Incremental US Term Loans, as applicable) shall not be greater than the interest rate payable with respect to the Canadian Term Loans or US Term Loans, as applicable, plus 0.25% per annum, unless the interest rate with respect to the existing Canadian Term Loans or existing US Term Loans, as applicable, is increased so as to equal the yield applicable to the Incremental Canadian Term Loans or Incremental US Term Loans (after giving effect to all upfront or similar fees or original issue discount payable with respect to the Incremental Canadian Term Loans or Incremental US Term Loans, as applicable )Lenders hereunder.

Incremental Term Loan Facilities. Borrower and any one or more Lenders (a) The US Borrower including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by Borrower, Administrative Agent, and such Lender, in form and substance reasonably acceptable to each of them), which Lenders are reasonably acceptable to Administrative Agent and to Borrower, may at any time or agree, from time to time after the Closing Datetime, by upon at least 10 days’ prior notice to the Administrative Agent (whereupon the Administrative Agent Agent, that such Lenders shall promptly deliver a copy to each of the Lenders), request make one or more additional tranches of term loans loan facilities available to Borrower under this Subsection 1.1(C) (the each, an “Incremental US Term Loans”) Loan Facility” and (b) the Canadian Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (the “Incremental Canadian Term Loans”, and, together with the Incremental US Term Loanscollectively, the “Incremental 57 Term Loan Facilities”; each commitment thereunder an “Incremental Term Loan Commitment” and collectively, the “Incremental Term Loan Commitments”; and the loans thereunder, each, an “Incremental Term Loan” and collectively, the “Incremental Term Loans”); provided that . Any Incremental Term Loan Facility shall be documented by an amendment or supplement to this Agreement (xor restatement hereof) at the time of any such request, upon the effectiveness of any Incremental Amendment referred to below signed by Borrower and pro forma for the incurrence thereof on the date Lenders providing such Incremental Term Loan Commitments. Notwithstanding the foregoing: (i) the aggregate principal amount of all Incremental Term Loan Commitments shall not exceed the Maximum Incremental Amount and the principal amount of each Incremental Term Loan shall not be less than $20,000,000; (ii) the maturity date of any Incremental Term Loan Facility shall be no earlier than the Term Loan A Maturity Date; (iii) the weighted average life of any Incremental Term Loan Facility shall be equal to or greater than the remaining weighted average life of the Term Loan A Facility, determined as of the initial funding date for such Incremental Term Loan Facility; (iv) to the extent that the applicable interest rate margins for any Incremental Term Loan Facility exceed by more than 0.25% the applicable interest rate margins for the Term Loan A Facility, determined as of the initial funding date for such Incremental Term Loan Facility, the applicable interest rate margins for the Term Loan A Facility shall be increased so that the interest rate margins on such Incremental Term Loan Facility and the Term Loan A Facility are equal (the “Margin Increase”) and the Quoted Rate shall be increased by an amount equal to the Margin Increase for all outstanding Quoted Rate Loans; (v) the original issue discount or the upfront fees applicable to any Incremental Term Loan Facility shall not be more than 1.0%; (vi) any covenant or Event of Default applicable to the Incremental Term Loan Facility that is extended, more restrictive than the equivalent covenant or Event of Default set forth in this Agreement shall be deemed to be applicable to the Loans hereunder; and (vii) no Default or Event of Default shall have occurred and be continuing, (y) the US Borrower’s Consolidated Senior Secured Leverage Ratio shall be less than 2.50 to 1.00 determined on a pro forma basis as of the date such Incremental Term Loan is extended and as of the last day of the most recent fiscal quarter for which financial statements are available, as if such Incremental Term Loans had been outstanding on the last day of such fiscal quarter, and (z) such Incremental Term Loans shall not be used to repay continuing or refinance the Senior Subordinated Notes or any refinancing thereof pursuant to Section 7.2(h). Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans, shall not exceed the Dollar Equivalent of $50,000,000. Each tranche of Incremental Term Loans (a) shall rank pari passu in right of payment and of security with any existing Term Loans, (b) shall not mature earlier than the final maturity date of any existing Term Loans, (c) except as set forth above, shall be treated substantially the same as the existing Term Loans (in each case, including with respect to mandatory and voluntary prepayments) and (d) shall have a Weighted Average Life to Maturity of no less than, with respect to Incremental US Term Loans, the Weighted Average Life to Maturity as then in effect for the existing US Term Loans, and with respect to the Incremental Canadian Term Loans, the Weighted Average Life to Maturity of the existing Canadian Term Loans; provided, further, that (i) except as provided in preceding clauses (a), (b), (c) and (d), the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably acceptable to the Administrative Agent and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the applicable Borrower and the lenders thereof; provided that, notwithstanding the foregoing, the yield applicable to the Incremental Canadian Term Loans or the Incremental US Term Loans (result after giving effect to any Incremental Term Loan Facility and the borrowings contemplated thereunder, and the Loan Parties shall be in pro forma compliance with the financial covenants contained in Section 4. Lenders shall have no obligation, and shall have no right, to participate in any Incremental Term Loan Facility. Any new Lender providing an Incremental Term Loan Commitment shall for all upfront or similar fees or original issue discount payable with respect purposes be a Lender party to the Incremental Canadian Term Loans or Incremental US Term Loans, as applicable) loan documentation and shall not be greater than the interest rate payable with respect to the Canadian Term Loans or US Term Loans, as applicable, plus 0.25% per annum, unless the interest rate with respect to the existing Canadian Term Loans or existing US Term Loans, as applicable, is increased so as to equal the yield applicable to the Incremental Canadian Term Loans or Incremental US Term Loans (after giving effect to have all upfront or similar fees or original issue discount payable with respect to the Incremental Canadian Term Loans or Incremental US Term Loans, as applicable ).rights and obligations of a Lender. Amended and Restated Credit Agreement/Shenandoah Telecommunications Company

Incremental Term Loan Facilities. (a) The US Borrower may at any time or from time by written notice to time after Administrative Agent elect to request, prior to the Closing Maturity Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request add one or more additional tranches of term loans loan commitments or one or more increases in the aggregate principal amount of the Term Loans (the commitments in respect of any such tranche or increase, the “Incremental US Term Loan Commitments” and the loans made thereunder, the “Incremental Term Loans”) and (b) the Canadian Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each an amount not in excess of the Lenders), request one or more additional tranches sum of term loans (the “Incremental Canadian Term Loans”, and, together with the Incremental US Term Loans, the “Incremental 57 Term Loans”); provided that (x) at the time of any such request, upon the effectiveness of any Incremental Amendment referred to below $100,000,000 and pro forma for the incurrence thereof on the date such Incremental Term Loan is extended, no Default or Event of Default shall have occurred and be continuing, (y) an additional amount if, immediately after giving effect to the US Borrower’s Consolidated Senior Secured Leverage Ratio shall be less than 2.50 incurrence of such additional amount (but without giving effect to 1.00 determined on a pro forma basis as any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the date such Incremental Term Loan is extended and proceeds therefrom, the First Lien Leverage Ratio, computed as of the last day of the most recent fiscal quarter for recently ended Fiscal Quarter, is equal to or less than 2.50:1.00. Such Incremental Term Loan Commitments shall not be less than $10,000,000 individually (or such lesser amount which financial statements are availableshall be approved by Administrative Agent), and shall be in integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify the date (each, an “Incremental Effective Date”) on which Borrower proposes that the Incremental Term Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Administrative Agent. Such Incremental Term Loan Commitments shall become effective as if of such Incremental Effective Date; provided that (1) no Default or Event of Default shall exist on such Incremental Effective Date before or after giving effect to such Incremental Term Loan Commitments and the incurrence of the Incremental Term Loans had been outstanding thereunder (provided that, with respect to any Incremental Term Loan Commitments and the related Incremental Term Loans, the proceeds of which shall be used in whole or in part to finance a Permitted M&A Transaction, the requirement of the absence of a Default or Event of Default may be waived by the applicable New Incremental Lenders or limited as mutually agreed upon by Borrower and such New Incremental Lenders (other than an Event of Default arising under Section 8.1(a), (f) or (g)); (2) both before and after giving effect to such Incremental Term Loan Commitments and the incurrence of the Incremental Term Loans thereunder, all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on the last day and as of such fiscal quarterIncremental Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date (provided that (x) in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof and (zy) with respect to any Incremental Term Loan Commitments and the related Incremental Term Loans, the proceeds of which shall be used in whole or in part to finance a Permitted M&A Transaction, the requirement regarding the accuracy of representations and warranties may be waived by the applicable New Incremental Lenders or limited as mutually agreed upon by Borrower and such New Incremental Lenders (other than Specified Representations and Specified Acquisition Agreement Representations); (3) such Incremental Term Loan Commitments and the related Incremental Term Loans shall not have a maturity date that is earlier than the Maturity Date; (4) the related Incremental Term Loans shall not have a weighted average life to maturity that is shorter than the remaining weighted average life to maturity of the Term Loans; and (5) other than amortization, pricing, maturity date or prepayment premiums, such Incremental Term Loan Commitments and the related Incremental Term Loans shall have the same terms as the Term Loans; provided that if the Weighted Average Yield relating to any Incremental Term Loan exceeds the Weighted Average Yield relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, then the Applicable Margin shall be adjusted so that the Weighted Average Yield relating to such Incremental Term Loans shall not be used exceed the Weighted Average Yield relating to repay the Term Loans by more than 0.50%; provided, however, that (x) the requirements set forth in this proviso shall not apply to any Incremental Term Loan Commitments or refinance Incremental Term Loans the Senior Subordinated Notes or effective date of which is more than 24 months after the Closing Date and (y) any refinancing thereof increase in the Applicable Margin required pursuant to Section 7.2(h)this proviso resulting from the application of any interest rate “floor” on any Incremental Term Loan will be effected solely through the increase of the interest rate “floor” on the Term Loans. Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans, shall not exceed the Dollar Equivalent of $50,000,000. Each tranche of Incremental Term Loans (a) shall rank pari passu or junior in right of payment in respect of the Collateral and with the Obligations in respect of security with any existing the Term LoansLoans and, (b) shall not mature earlier than the final maturity date for purposes of any existing Term Loans, (c) except as set forth aboveprepayments, shall be treated substantially the same as (and in any event no more favorably than) the existing Term Loans (in each case, including with respect to mandatory and voluntary prepayments) and (d) shall have a Weighted Average Life to Maturity of no less than, with respect to Incremental US Term Loans, . Borrower shall deliver or cause to be delivered any legal opinions or other documents of the Weighted Average Life type specified in Section 3.1(b) reasonably requested by Administrative Agent in connection with any such transaction. Any Incremental Term Loan Commitments established pursuant to Maturity as then in effect for the existing US Term Loansan Incremental Facility Amendment that have identical terms and conditions, and with respect to the Incremental Canadian Term Loans, the Weighted Average Life to Maturity of the existing Canadian Term Loans; provided, further, that (i) except as provided in preceding clauses (a), (b), (c) and (d), the terms and conditions applicable to any Incremental Term Loans may made thereunder, shall be materially different from those designated as a separate series of the Incremental Term Loans to the extent such differences are reasonably acceptable to the Administrative Agent Loan Commitments and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the applicable Borrower and the lenders thereof; provided that, notwithstanding the foregoing, the yield applicable to the Incremental Canadian Term Loans or the Incremental US Term Loans (after giving effect to for all upfront or similar fees or original issue discount payable with respect to the Incremental Canadian Term Loans or Incremental US Term Loans, as applicable) shall not be greater than the interest rate payable with respect to the Canadian Term Loans or US Term Loans, as applicable, plus 0.25% per annum, unless the interest rate with respect to the existing Canadian Term Loans or existing US Term Loans, as applicable, is increased so as to equal the yield applicable to the Incremental Canadian Term Loans or Incremental US Term Loans (after giving effect to all upfront or similar fees or original issue discount payable with respect to the Incremental Canadian Term Loans or Incremental US Term Loans, as applicable )purposes of this Agreement.

Incremental Term Loan Facilities. Borrower and any one or more Lenders (a) The US Borrower may at including any time or from time to time after the Closing DatePerson not previously a Lender hereunder who executes and delivers a joinder agreement executed by Borrower, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy Agent, and such Lender, in form and substance reasonably acceptable to each of the Lendersthem), request which Lenders are reasonably acceptable to Administrative Agent and which Lenders and their allocations are reasonably acceptable to Borrower, may agree, upon at least 10 days’ prior notice to Administrative Agent, that such Lenders shall make one or more additional tranches of term loans loan facilities available to Borrower under this Subsection 1.1(C) (each, an “Incremental Term Loan Facility” and collectively, the “Incremental US Term Loan Facilities”; each commitment thereunder an “Incremental Term Loan Commitment” and collectively, the “Incremental Term Loan Commitments”; and the loans thereunder, each, an “Incremental Term Loan” and collectively, the “Incremental Term Loans”). Any Incremental Term Loan Facility shall be documented by an amendment or supplement to this Agreement (or restatement hereof) signed by Borrower and the Lenders providing such Incremental Term Loan Commitments. Notwithstanding the foregoing: (i) the aggregate principal amount of all Incremental Term Loan Commitments shall not exceed $100,000,000 and the principal amount of each Incremental Term Loan shall not be less than $25,000,000; (ii) the maturity date of any Incremental Term Loan Facility shall be no earlier than the maturity date of the Term Loan A-1 Facility; (iii) the weighted average life of any Incremental Term Loan Facility shall be equal to or greater than the remaining weighted average life of the Term Loan A-1 Facility, determined as of the initial funding date for such Incremental Term Loan Facility; (iv) to the extent that the applicable interest rate margins for any Incremental Term Loan Facility exceed by more than 0.50% the applicable interest rate margins for the existing Term Loan A-1 Facility as determined as of the initial funding date for such Incremental Term Loan Facility, the applicable interest rate margins for the existing Term Loan Facilities shall be increased so that (a) the interest rate margins on such Incremental Term Loan Facility are 0.50% higher than the existing Term Loan A-1 Facility and (b) the Canadian Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (the “Incremental Canadian Term Loans”, and, together with the Incremental US Term Loans, the “Incremental 57 Term Loans”); provided that (x) at the time of any such request, upon the effectiveness of any Incremental Amendment referred to below and pro forma for the incurrence thereof interest rate margins on the date existing Term Loan A-2 Facility are 0.50% higher than such Incremental Term Loan Facility; (v) any covenant or Event of Default applicable to any Incremental Term Loan Facility that is extended, more restrictive than the equivalent covenant or Event of Default set forth in this Agreement shall be deemed to be applicable to the Loans hereunder; (vi) the original issue discount and/or the upfront fees applicable to any such Incremental Term Loan Facility shall not be more than 1% of the principal amount of such Incremental Term Loan Facility; and (vii) no Default or Event of Default shall have occurred and be continuing, (y) the US Borrower’s Consolidated Senior Secured Leverage Ratio shall be less than 2.50 to 1.00 determined on a pro forma basis as of the date such Incremental Term Loan is extended and as of the last day of the most recent fiscal quarter for which financial statements are available, as if such Incremental Term Loans had been outstanding on the last day of such fiscal quarter, and (z) such Incremental Term Loans shall not be used to repay continuing or refinance the Senior Subordinated Notes or any refinancing thereof pursuant to Section 7.2(h). Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans, shall not exceed the Dollar Equivalent of $50,000,000. Each tranche of Incremental Term Loans (a) shall rank pari passu in right of payment and of security with any existing Term Loans, (b) shall not mature earlier than the final maturity date of any existing Term Loans, (c) except as set forth above, shall be treated substantially the same as the existing Term Loans (in each case, including with respect to mandatory and voluntary prepayments) and (d) shall have a Weighted Average Life to Maturity of no less than, with respect to Incremental US Term Loans, the Weighted Average Life to Maturity as then in effect for the existing US Term Loans, and with respect to the Incremental Canadian Term Loans, the Weighted Average Life to Maturity of the existing Canadian Term Loans; provided, further, that (i) except as provided in preceding clauses (a), (b), (c) and (d), the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably acceptable to the Administrative Agent and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the applicable Borrower and the lenders thereof; provided that, notwithstanding the foregoing, the yield applicable to the Incremental Canadian Term Loans or the Incremental US Term Loans (result after giving effect to any Incremental Term Loan Facility and the borrowings contemplated thereunder, and the Loan Parties shall be in pro forma compliance with the financial covenants contained in Section 4. The Lenders shall have no obligation, and shall have no right, to participate in any Incremental Term Loan Facility. Any new Lender providing an Incremental Term Loan Commitment shall for all upfront or similar fees or original issue discount payable with respect purposes be a Lender party to the Incremental Canadian Term Loans or Incremental US Term Loans, as applicable) Loan Documents and shall not be greater than the interest rate payable with respect to the Canadian Term Loans or US Term Loans, as applicable, plus 0.25% per annum, unless the interest rate with respect to the existing Canadian Term Loans or existing US Term Loans, as applicable, is increased so as to equal the yield applicable to the Incremental Canadian Term Loans or Incremental US Term Loans (after giving effect to have all upfront or similar fees or original issue discount payable with respect to the Incremental Canadian Term Loans or Incremental US Term Loans, as applicable )rights and obligations of a Lender.