Agreement and Plan of Merger Among Shenandoah Telecommunications Company, Fox Merger Sub I Inc., Fox Merger Sub II LLC, Horizon Acquisition Parent LLC, the Sellers named herein and The Seller Representative Named Herein Dated October 24, 2023Merger Agreement • October 26th, 2023 • Shenandoah Telecommunications Co/Va/ • Telephone communications (no radiotelephone) • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 24, 2023 (the “Agreement Date”), by and among Shenandoah Telecommunications Company, a Virginia corporation (“Parent”), Fox Merger Sub I Inc., a Delaware corporation (“Merger Sub I”), and Fox Merger Sub II LLC, a Delaware limited liability company (“Merger Sub II”), on the one hand; and Horizon Acquisition Parent LLC, a Delaware limited liability company (the “Company”), the holders set forth on the signature pages hereto (each, a “Seller” and collectively, the “Sellers”), and Novacap TMT V, L.P., as the Seller Representative, on the other hand, and Parent, Merger Sub I, Merger Sub II, the Company and the Sellers collectively, the “Parties”. The meanings of capitalized terms used in this Agreement and not otherwise defined, and rules of interpretation, are set forth in Exhibit A.
INVESTMENT AGREEMENT by and among SHENANDOAH TELECOMMUNICATIONS COMPANY, SHENTEL BROADBAND HOLDING INC., ECP FIBER HOLDINGS, LP and, solely for the limited purposes specified herein, HILL CITY HOLDINGS, LP Dated as of October 24, 2023Investment Agreement • October 26th, 2023 • Shenandoah Telecommunications Co/Va/ • Telephone communications (no radiotelephone) • Delaware
CONSENT AND AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • October 26th, 2023 • Shenandoah Telecommunications Co/Va/ • Telephone communications (no radiotelephone) • New York
This CONSENT AND AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of October 24, 2023, by and among SHENANDOAH TELECOMMUNICATIONS COMPANY, a Virginia corporation (the “Existing Borrower”), the guarantors party hereto, COBANK, ACB (“CoBank”), in its capacity as administrative agent under the Credit Agreement (as defined below; CoBank, in such capacity, the “Administrative Agent”), as swing line lender (in such capacity, the “Swing Line Lender”) and as a Lender (including as an Issuing Lender) and each other Lender and Voting Participant party hereto.
