425,000,000 CREDIT AGREEMENT Dated as of April 30, 2013 Among LUMOS NETWORKS OPERATING COMPANY as Borrower and THE SUBSIDIARY GUARANTORS NAMED HEREIN as Subsidiary Guarantors and THE INITIAL LENDERS AND INITIAL ISSUING BANK NAMED HEREIN as Initial...

TABLE OF CONTENTS

Section

Page

ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01

Certain Defined Terms

SECTION 1.02

Computation of Time Periods; Other Definitional Provisions

SECTION 1.03

Accounting Terms

ARTICLE II  AMOUNTS AND TERMS OF THE ADVANCES AND THE LETTERS  

    OF CREDIT

SECTION 2.01

The Advances and the Letters of Credit

SECTION 2.02

Making the Advances

SECTION 2.03

Issuance of and Drawings and Reimbursement Under Letters of Credit

SECTION 2.04

Repayment of Advances

SECTION 2.05

Termination or Reduction of the Commitments

SECTION 2.06

Prepayments

SECTION 2.07

Interest

SECTION 2.08

Fees

SECTION 2.09

Conversion of Advances

SECTION 2.10

Increased Costs, Etc.; Replacement of Lenders

SECTION 2.11

Payments and Computations

SECTION 2.12

Taxes

SECTION 2.13

Sharing of Payments, Etc

SECTION 2.14

Use of Proceeds

SECTION 2.15

Defaulting Lenders; Cash Collateral

SECTION 2.16

Evidence of Debt

SECTION 2.17

Additional Term Loans

ARTICLE III  CONDITIONS OF EFFECTIVENESS, LENDING AND ISSUANCES

        OF LETTERS OF CREDIT

SECTION 3.01

Conditions Precedent to Effectiveness

SECTION 3.02

Conditions Precedent to Each Borrowing and Issuance and Renewal

SECTION 3.03

Determinations Under Section 3.01

SECTION 3.04

Post-Closing Letter

ARTICLE IV REPRESENTATIONS AND WARRANTIES

SECTION 4.01

Representations and Warranties of the Loan Parties

ARTICLE V COVENANTS OF THE LOAN PARTIES

SECTION 5.01

Affirmative Covenants

SECTION 5.02

Negative Covenants

SECTION 5.03

Reporting Requirements

SECTION 5.04

Financial Covenants

ARTICLE VI  EVENTS OF DEFAULT

TABLE OF CONTENTS

(Continued)

Section

Page

SECTION 6.01

Events of Default

SECTION 6.02

Actions in Respect of the Letters of Credit upon Default

ARTICLE VII  THE AGENTS

SECTION 7.01

Appointment and Authority

SECTION 7.02

Rights as a Lender

SECTION 7.03

Exculpatory Provisions

SECTION 7.04

Reliance by Agents

SECTION 7.05

Delegation of Duties

SECTION 7.06

Resignation of Agent

SECTION 7.07

Non-Reliance on Agents and Other Lenders

SECTION 7.08

No Other Duties, Etc

SECTION 7.09

Administrative Agent May File Proofs of Claim

SECTION 7.10

Collateral and Guaranty Matters

SECTION 7.11

Indemnification

SECTION 7.12

Withholding Tax

SECTION 7.13

Enforcement

ARTICLE VIII  GUARANTY

SECTION 8.01

Guaranty

SECTION 8.02

Guaranty Absolute

SECTION 8.03

Waivers and Acknowledgments

SECTION 8.04

Subrogation

SECTION 8.05

Guaranty Supplements

SECTION 8.06

Subordination

SECTION 8.07

Continuing Guaranty; Assignments

ARTICLE IX  MISCELLANEOUS

SECTION 9.01

Amendments, Etc

SECTION 9.02

Notices, Etc.

SECTION 9.03

No Waiver; Remedies

SECTION 9.04

Costs and Expenses

SECTION 9.05

Right of Set-off

SECTION 9.06

Binding Effect

SECTION 9.07

Assignments and Participations

SECTION 9.08

Execution in Counterparts

SECTION 9.09

Confidentiality

SECTION 9.10

Release of Collateral, Etc

SECTION 9.11

Severability

SECTION 9.12

Patriot Act Notice

SECTION 9.13

Governing Law

SECTION 9.14

Jurisdiction

SECTION 9.15

Waiver of Venue

SECTION 9.16

Service of Process

SECTION 9.17

Waiver of Jury Trial

SECTION 9.18

Consents

SECTION 9.19

FCC and PUC Compliance

SCHEDULES

Schedule I

-Commitments and Applicable Lending Offices

Schedule II

-Voting Participants

Schedule III

-Subsidiary Guarantors

Schedule 4.01(b)

-Subsidiaries

Schedule 4.01(d)

-Authorizations, Approvals, Actions, Notices and Filings

Schedule 4.01(n)(i)

-Plans and Multiemployer Plans

Schedule 4.01(p)

-Open Years; State and Local Examinations

Schedule 4.01(r)

-Surviving Debt

Schedule 4.01(s)

-Liens

Schedule 4.01(t)(i)

-Material Owned Real Property

Schedule 4.01(t)(ii)

-Material Real Property Leases (Lessee)

Schedule 4.01(t)(iii)

-Leased Real Property (Lessor)

Schedule 4.01(u)

-Investments

Schedule 4.01(v)

-Intellectual Property

Schedule 4.01(w)

-FCC and PUC Licenses

Schedule 5.02(a)

-Existing Liens

Schedule 5.02(b)

-Existing Debt

Schedule 5.02(j)

-Post-Closing Consummation Notices

EXHIBITS

Exhibit A-1

-Form of Revolving Credit Note

Exhibit A-2

-Form of Term A Note

Exhibit A-3

-Form of Term B Note

Exhibit B

-Form of Notice of Borrowing/ Conversion/ Continuation

Exhibit C

-Form of Assignment and Assumption

Exhibit D

-Form of Security Agreement

Exhibit E

-Form of Joinder Agreement

Exhibit F

-Form of Guaranty Supplement

Exhibit G

-Form of Solvency Certificate

Exhibit H

-Reserved

Exhibit I

-Form of Closing Certificate

Exhibit J

-Form of Compliance Certificate

Exhibit K

-Form of Perfection and Diligence Certificate

Exhibit L

-Form of Negative Pledge Agreement

Exhibit M-1

-Form of U.S. Tax Compliance Certificate (Foreign Lenders Not a Partnership)

Exhibit M-2

-Form of U.S. Tax Compliance Certificate(Foreign Participants Not a Partnership)

Exhibit M-3

-Form of U.S. Tax Compliance Certificate(Foreign Participant Partnerships)

Exhibit M-4

-Form of U.S. Tax Compliance Certificate (Foreign Lender Partnership)

SECTION .

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

SECTION .

DEFINITIONS AND ACCOUNTING TERMS

(a)

All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, except as otherwise specifically prescribed herein.

(b)

If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP; provided further that, the Borrower shall be deemed to have automatically and immediately made such a request in connection with any change to GAAP that would result in obligations related to a lease that was (or would be) accounted for by a Person as an operating lease under GAAP as in effect on the Closing Date being accounted for as a Capitalized Lease.

(c)

AMOUNTS AND TERMS OF THE ADVANCES AND THE LETTERS OF CREDIT

(d)

The Term A Advances.  Each Initial Term A Lender severally agrees, on the terms and conditions hereinafter set forth, to make a single advance (a “Term A Advance”) to the Borrower on the Closing Date in an amount equal to such Lender’s Term A Commitment at such time.  The Term A Borrowing shall consist of Term A Advances made simultaneously by the Term A Lenders ratably according to their Term A Commitments.  Advances made or deemed made under this Section 2.01(a) and repaid or prepaid may not be reborrowed.

(e)

The Term B Advances.  Each Initial Term B Lender severally agrees, on the terms and conditions hereinafter set forth, to make a single advance (a “Term B Advance”) to the Borrower on the Closing Date in an amount equal to such Lender’s Term B Commitment at

such time.  The Term B Borrowing shall consist of Term B Advances made simultaneously by the Term B Lenders ratably according to their Term B Commitments.  Advances made or deemed made under this Section 2.01(b) and repaid or prepaid may not be reborrowed.

(f)

The Revolving Credit Advances.  Each Revolving Credit Lender severally agrees, on the terms and conditions hereinafter set forth, to make advances (each a “Revolving Credit Advance”) to the Borrower from time to time on any Business Day during the period following the Closing Date until the Business Day immediately preceding the Termination Date in respect of the Revolving Credit Facility in an amount for each such Advance not to exceed such Lender’s Unused Revolving Credit Commitment at such time.  Each Revolving Credit Borrowing shall be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (other than a Borrowing the proceeds of which shall be used solely to repay or prepay in full outstanding Letter of Credit Advances) and shall consist of Revolving Credit Advances made simultaneously by the Revolving Credit Lenders ratably according to their Revolving Credit Commitments.  Within the limits of each Revolving Credit Lender’s Unused Revolving Credit Commitment in effect from time to time, the Borrower may borrow under this Section 2.01(c), prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(c).

(g)

The Letters of Credit.  Each Issuing Bank agrees, on the terms and conditions hereinafter set forth and in reliance on the agreement of the other Lenders set forth in Section 2.03, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit (the “Letters of Credit”) in U.S. dollars for the account of the Borrower from time to time on any Business Day during the period from the Closing Date until 30 days before the Termination Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Commitments at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time.  No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of 30 days before the Termination Date in respect of the Revolving Credit Facility and (a) in the case of a Standby Letter of Credit, one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least 3 Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”), and (b) in the case of a Trade Letter of Credit, 180 days after the date of issuance thereof; provided that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 5 days

before the Termination Date in respect of the Revolving Credit Facility.  If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by such Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal such Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement.  Within the limits of the Letter of Credit Commitments, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(d).

(h)

Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing (or such shorter advance notice period with respect to the initial Borrowing made hereunder as determined by the Administrative Agent in its sole discretion) in the case of a Borrowing consisting of Eurodollar Rate Advances, or the first Business Day prior to the date of the proposed Borrowing (or such shorter advance notice period with respect to the initial Borrowing made hereunder as determined by the Administrative Agent in its sole discretion) in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telecopier or electronic communication pursuant to Section 9.02.  Each such notice of a Borrowing (a “Notice of Borrowing/ Conversion/ Continuation”) shall be by telephone (confirmed immediately in writing), telecopier or electronic communication pursuant to Section 9.02, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iv) aggregate amount of such Borrowing and (v) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for such Advances.  Each Appropriate Lender shall, before 12:00 P.M. (New York City time) on the date of the initial Borrowing and, before 2:00 P.M. (New York City time) on the date of any other Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders.  After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account; provided, however, that, in the case of any Revolving Credit Borrowing, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any Letter of Credit Advances outstanding at such time, together with interest accrued and unpaid thereon to and as of such date.

(i)

Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Appropriate Lenders to

make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09 or 2.10 and (ii) the Term A Advances that are Eurodollar Rate Advances may not be outstanding as part of more than six separate Borrowings, the Term B Advances that are Eurodollar Rate Advances may not be outstanding as part of more than six separate Borrowings, and the Revolving Credit Advances that are Eurodollar Rate Advances may not be outstanding as part of more than six separate Borrowings.

(j)

Each Notice of Borrowing/ Conversion/ Continuation shall be irrevocable and binding on the Borrower.  In the case of any Borrowing that the related Notice of Borrowing/ Conversion/ Continuation specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Appropriate Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing/ Conversion/ Continuation for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.

(k)

Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02(a) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Eurodollar Advances.  If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period.  If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s share of such Borrowing.  Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.  Nothing in this Section 2.02(d) or elsewhere in this Agreement or the other Loan Documents, including the provisions of Section 2.15, shall be deemed to require the Administrative Agent (or any other Lender) to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

(l)

The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any

other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

(m)

Request for Issuance.  Each Letter of Credit shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to an Issuing Bank, which shall give to the Administrative Agent and each Revolving Credit Lender prompt notice thereof by telecopier or electronic communication pursuant to Section 9.02.  Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be irrevocable and binding on the Borrower and shall be by telephone (confirmed immediately in writing), telecopier or electronic communication pursuant to Section 9.02, specifying therein the requested (a) date of such issuance (which shall be a Business Day), (b) Available Amount of such Letter of Credit, (c) expiration date of such Letter of Credit, (d) name and address of the beneficiary of such Letter of Credit and (e) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”).  If (x) the requested form, amount and terms and conditions of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion, (y) the Borrower has completed in a manner acceptable to such Issuing Bank in its sole discretion any customary application procedures required by such Issuing Bank in connection with the issuance of a Letter of Credit including, without limitation, the delivery of a certificate of the Borrower certifying as to its compliance with the provisions set forth in Article III of this Agreement, and (z) it has not received notice of objection to such issuance from the Lenders holding at least 50% of the Revolving Credit Commitments (or the Administrative Agent acting at their direction and on their behalf), such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 9.02 or as otherwise agreed with the Borrower in connection with such issuance.  In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.

(n)

Letter of Credit Reports.  Each Issuing Bank shall furnish to the Administrative Agent and each Revolving Credit Lender on the first Business Day of each calendar quarter a written report setting forth the average daily aggregate Available Amount during the preceding calendar quarter of all Letters of Credit issued by such Issuing Bank.

(o)

Participations in Letters of Credit.  Immediately upon the issuance of a Letter of Credit by any Issuing Bank under Section 2.03(a), each Revolving Credit Lender shall be deemed, without further action by any party hereto, to, and hereby absolutely, irrevocably and unconditionally agrees to, purchase from such Issuing Bank, for its own account and risk, a participation in such Letter of Credit in an amount for each Revolving Credit Lender equal to the product of such Lender’s Pro Rata Share times the Available Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit.  In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely, irrevocably and unconditionally agrees to pay the product of such Lender’s Pro Rata Share times each L/C Disbursement made by

such Issuing Bank and not reimbursed by the Borrower forthwith on the date due as provided in Section 2.04(e) by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the product of such Lender’s Pro Rata Share times such L/C Disbursement.  Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(c) in respect of Letters of Credit is absolute, irrevocable and unconditional, is intended to induce each Issuing Bank to issue Letters of Credit hereunder, shall not be affected by any circumstance whatsoever, including (a) any set-off, abatement, counterclaim, recoupment, defense or other right which such Lender may have against any Issuing Bank, the Borrower or any other Person for any reason whatsoever, (b) the non-satisfaction of the conditions set forth in Section 2.02(a) or Article III or the termination of the Commitments, (c) the occurrence and continuance of a Default, and (d) any other occurrence, event or condition, whether or not similar to any of the foregoing, and shall be made without any off-set, abatement, withholding or reduction whatsoever.  If and to the extent that any Revolving Credit Lender shall not have so made the amount of such L/C Disbursement available to the Administrative Agent, such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such L/C Disbursement is due pursuant to Section 2.04(e) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of the applicable Issuing Bank, as applicable.  If such Lender shall pay to the Administrative Agent such amount for the account of the applicable Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.

(p)

Drawing and Reimbursement.  The payment by any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Letter of Credit Advance, which shall be a Base Rate Advance, in the amount of such draft.

(q)

Failure to Make Letter of Credit Advances.  The failure of any Lender to make the Letter of Credit Advance to be made by it on the date specified in Section 2.03(c) shall not relieve any other Lender of its obligation hereunder to make its Letter of Credit Advance on such date, but no Lender shall be responsible for the failure of any other Lender to make the Letter of Credit Advance to be made by such other Lender on such date.

(r)

Term A Advances.  The Borrower shall repay to the Administrative Agent for the ratable account of the Term A Lenders the aggregate outstanding principal amount of the Term A Advances on the following dates in the amounts indicated (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.06)

Date

Amount

September 30, 2014

$1,250,000

December 31, 2014

$1,250,000

March 31, 2015

$1,250,000

June 30, 2015

$1,250,000

September 30, 2015

$1,250,000

December 31, 2015

$1,250,000

March 30, 2016

$1,250,000

June 30, 2016

$1,250,000

September 30, 2016

$1,250,000

December 31, 2016

$1,250,000

March 31, 2017

$2,500,000

June 30, 2017

$2,500,000

September 30, 2017

$2,500,000

December 31, 2017

$2,500,000

March 31, 2018

$2,500,000

June 30, 2018

$2,500,000

Termination Date

$72,500,000

(s)

Term B Advances.  The Borrower shall repay to the Administrative Agent for the ratable account of the Term B Lenders the aggregate outstanding principal amount of the Term B Advances on the following dates in the amounts indicated (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.06):

Date

Amount

September 30, 2013

December 31, 2013

March 31, 2014

June 30, 2014

September 30, 2014

December 31, 2014

March 31, 2015

June 30, 2015

September 30, 2015

December 31, 2015

March 31, 2016

June 30, 2016

September 30, 2016

December 31, 2016

March 31, 2017

June 30, 2017

September 30, 2017

December 31, 2017

March 31, 2018

June 30, 2018

September 30, 2018

December 31, 2018

March 31, 2019

June 30, 2019

Termination Date

(t)

New Term Loan Advances.  In the event any New Term Loans are made, such New Term Loan Advances shall be repaid as specified in the applicable Joinder Agreement.

(u)

Revolving Credit Advances.  The Borrower shall repay to the Administrative Agent for the ratable account of the Revolving Credit Lenders on the Termination Date in respect of the Revolving Credit Facility the aggregate principal amount of the Revolving Credit Advances then outstanding.

(v)

Letter of Credit Advances.   The Borrower shall repay to the Administrative Agent for the account of each Issuing Bank and each other Revolving Credit Lender that has made a Letter of Credit Advance the outstanding principal amount of each Letter of Credit Advance made by each of them plus any fees due under Section 2.08(b)(ii) no later than 5:00 P.M. (New York City time) on the Business Day that the Borrower shall have received notice from such Issuing Bank or such Revolving Credit Lender, as the case may be, that a Letter of Credit Advance will be made; provided, however, that if the Borrower shall have received such notice later than 10:00 A.M. (New York City time) on such Business Day, such payment shall be due not later than 12:00 P.M.  (New York City time) on the immediately following Business Day.

(i)

The Obligations of the Borrower under this Agreement, any Letter of Credit Agreement and any other agreement or instrument relating to any Letter of Credit shall be absolute, unconditional and irrevocable, shall remain in full force and effect until the Issuing Banks and the Revolving Credit Lenders have no further obligations to make any payments or disbursements under any circumstances with respect to any letter of Credit, shall not be subject to counterclaim, setoff or other defense or any other qualification or exception whatsoever and shall be paid strictly in accordance with the terms of this Agreement, such Letter of Credit Agreement and such other agreement or instrument under all circumstances, including, without limitation, the following circumstances (it being understood that any such payment by the Borrower is without prejudice to, and does not constitute a waiver of, any rights the Borrower might have or might acquire as a result of the payment by the Issuing Banks of any draft or the reimbursement by the Borrower thereof):

(A)

any lack of validity or enforceability of any Loan Document, any Letter of Credit Agreement, any Letter of Credit or any other agreement or instrument relating thereto (all of the foregoing being, collectively, the “L/C Related Documents”);

(B)

any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations in respect of any L/C Related Document or any other amendment or waiver of or any consent to departure from all or any of the L/C Related Documents or any other amendment, modification or waiver of or any consent to or departure from any L/C Related Documents, or any Loan Document in each case whether or not the Borrower or its Subsidiaries has notice or knowledge thereof;

(C)

the existence of any claim, set-off, defense or other right that the Borrower or its Subsidiaries may have at any time against any beneficiary named in a Letter of Credit or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the Administrative Agent, any Issuing Bank, any Lender or any other Person, whether in connection with this Agreement, any other Loan Document, any L/C Related Documents, the transactions contemplated hereby or by the L/C Related Documents or any other related or unrelated transaction or transactions (including any underlying transaction between the Borrower or its Subsidiaries and the beneficiary named in any such Letter of Credit or any transferee of a Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting));

(D)

any draft, certificate, statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, any errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, telecopier or otherwise, or any errors in translation or in interpretation of technical terms;

(E)

payment by any Issuing Bank under a Letter of Credit against presentation of a demand, draft, certificate or other document that does not comply with the terms of such Letter of Credit;

(F)

any defense based upon the failure of any drawing under any Letter of Credit to conform to the terms of such Letter of Credit (provided that any draft, certificate or other document presented pursuant to such Letter of Credit appears on its face to comply with the terms thereof), any nonapplication or misapplication by the beneficiary or any transferee of the proceeds of such drawing or any other act or omission of such beneficiary or transferee in connection with such Letter of Credit;

(G)

any exchange, release, surrender, impairment or non-perfection of any Collateral or other collateral, or any release or amendment or waiver of or consent to departure from the Guaranties or any other guarantee, for all or any of the Obligations of the Borrower in respect of the L/C Related Documents;

(H)

the occurrence of any Default; or

(I)

any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including, without limitation, any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower, a Guarantor or any of its other Subsidiaries.

(w)

Optional.  The Borrower may, on or after the Closing Date and upon at least five Business Days’ notice to the Administrative Agent, terminate in whole or reduce in part the Letter of Credit Commitments and the Unused Revolving Credit Commitments; provided, however, that each partial reduction of the Letter of Credit Commitments or the Unused Revolving Credit Commitments (a) shall be in an aggregate amount of $2,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) shall be made ratably among the Appropriate Lenders in accordance with their Commitments with respect to such Facility (other than any such reduction of the Commitments of any Defaulting Lender pursuant to Section 2.15(d)), and (iii) terminate in whole or reduce in part the Commitments of any Defaulting Lender in accordance with Section 2.15(d).

(x)

Mandatory.  The Letter of Credit Commitments shall be permanently reduced from time to time on the date of each reduction in the Revolving Credit Commitments pursuant to clause (a) above by the amount, if any, by which the amount of the Letter of Credit Commitments exceeds the Revolving Credit Commitments after giving effect to such reduction of the Revolving Credit Commitments.

(y)

Optional.  The Borrower may, upon at least one Business Day’s notice in the case of Base Rate Advances and three Business Days’ notice in the case of Eurodollar Rate Advances, in each case to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay, without premium or penalty, the outstanding aggregate principal amount of the Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the aggregate principal amount prepaid; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount of $2,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) if any prepayment of a Eurodollar Rate Advance is made on a date other than the last day of an Interest Period for such Advance, the Borrower shall also pay any amounts owing pursuant to Section 9.04(c).  Each such prepayment of any Term A Advances, Term B Advances, or New Term Loan Advances shall be applied pro rata between such Facilities (or as the Borrower shall otherwise direct) and to the installments thereof on a pro rata basis.  All prepayments under this subsection (a) shall be first applied to the Base Rate Advances and then to the Eurodollar Rate Advances as the Borrower shall direct in writing, and, in the absence of such direction, as the Administrative Agent shall select.

(z)

Mandatory.   The Borrower shall, on the 90th day following the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2013, prepay an aggregate principal amount of the Advances on a ratable basis under the Term A Facility and Term B Facility (and any Series of New Term Loans outstanding, if any) in an amount equal to (a) if the Leverage Ratio as of the end of such Fiscal Year shall be greater than 3.25:1.0, 50% of Excess Cash Flow for such Fiscal Year less the principal amount of voluntary prepayments made by the Borrower in accordance with the terms of Section 2.06(a) on the Advances under the Term A Facility, the Term B Facility or any Series of New Term Loans during such Fiscal Year and (b) otherwise, 0% of Excess Cash Flow for such Fiscal Year.  Each such prepayment shall be applied first ratably to the Term A Facility, Term B Facility (and, if applicable, each Series of New Term Loans) and to the installments thereof in inverse order of maturity and second to prepay any outstanding Revolving Loans.

(i)

The Borrower shall:

(A)

on or before the date that is five Business Days after the receipt of any Net Cash Proceeds by the Borrower or any of its Subsidiaries (other than VITAL, unless VITAL has become a direct or indirect wholly-owned Subsidiary of the Borrower) described in clause (a) or (d) of the definition of “Net Cash Proceeds” (other than any such Net Cash Proceeds of a Teleco Net Cash Proceeds

Event), prepay an aggregate principal amount of the Advances in an amount equal to the amount of such Net Cash Proceeds in accordance with clause (e) below;

(B)

on the date of receipt of any Net Cash Proceeds by the Borrower or any of its Subsidiaries (other than VITAL, unless VITAL has become a direct or indirect wholly-owned Subsidiary of the Borrower), described in clause (b) of the definition of “Net Cash Proceeds”, prepay an aggregate principal amount of the Advances in an amount equal to the amount of such Net Cash Proceeds in accordance with clause (e) below;

(C)

on the date of receipt of any Net Cash Proceeds by the Borrower or any of its Subsidiaries (other than VITAL, unless VITAL has become a direct or indirect wholly-owned Subsidiary of the Borrower), described in clause (c) of the definition of “Net Cash Proceeds” prepay an aggregate principal amount of the Advances in an amount equal to the amount of such Net Cash Proceeds in accordance with clause (e) below;

(D)

if any Teleco Net Cash Proceeds Event shall occur with respect to any Teleco, no prepayment shall be required pursuant to this Section 2.06(b)(ii) until the first date such Teleco shall pay any cash dividend to its parent entity after the date of such Teleco Net Cash Proceeds Event and such prepayment shall be in an amount equal to the lesser of (1) the amount of such dividend and (2) the Net Cash Proceeds resulting from such Teleco Net Cash Proceeds Event.

(E)

each such prepayment shall be applied first ratably to the Term A Facility and the Term B Facility (and, if applicable, each Series of New Term Loans) and to the installments thereof in inverse order of maturity, and second to prepay any outstanding Revolving Loans.  The Revolving Credit Commitments will be permanently reduced to the extent and in the amount that the Borrower is required pursuant to Sections 2.06(b)(i) or 2.06(b)(ii) to apply mandatory prepayments to the Revolving Credit Facility (whether or not any Revolving Credit Advances are then outstanding and available to be repaid).

(ii)

The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings and the Letter of Credit Advances and deposit an amount in the L/C Collateral Account in an amount equal to the amount by which (a) the sum of the aggregate principal amount of (x) the Revolving Credit Advances and (y) the Letter of Credit Advances then outstanding plus the aggregate Available Amount of all Letters of Credit then outstanding exceeds (b) the Revolving Credit Commitments on such Business Day.

(iii)

The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit in the L/C Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Commitments on such Business Day.

(iv)

Prepayments of the Revolving Credit Facility made pursuant to clause (iii) above shall be first applied to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second applied to prepay Revolving Credit Advances then outstanding until such Advances are paid in full and third deposited in the L/C Collateral Account to Cash Collateralize 103% of the Available Amount of the Letters of Credit then outstanding.  Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Collateral Account, such funds shall be applied to reimburse the Issuing Banks or Revolving Credit Lenders, as applicable.

(v)

All prepayments under this subsection (b) shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 9.04(c).  All prepayments under this subsection (b) shall be first applied to the Base Rate Advances and then to the Eurodollar Rate Advances as the Borrower shall direct in writing, and, in the absence of such direction, as the Administrative Agent shall select.  If any payment of Eurodollar Rate Advances otherwise required to be made under this Section 2.06(b) would be made on a day other than the last day of the applicable Interest Period therefor, the Borrower may direct the Administrative Agent to (and if so directed, the Administrative Agent shall) deposit such payment in the Collateral Account until the last day of the applicable Interest Period at which time the Administrative Agent shall apply the amount of such payment to the prepayment of such Advances; provided, however, that such Advances shall continue to bear interest as set forth in Section 2.07 until the last day of the applicable Interest Period therefor.

(aa)

Scheduled Interest.  The Borrower shall pay interest on the unpaid principal amount of each Advance owing to each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

(i)

Base Rate Advances.  During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of (a) the Base Rate in effect from time to time plus (b) the Applicable Margin in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December during such periods and on the date such Base Rate Advance shall be Converted or paid in full; or

(ii)

Eurodollar Rate Advances.  During such periods as such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of (a) the Eurodollar Rate for such Interest Period for such Advance plus (b) the Applicable Margin in effect from time to time, payable in arrears on

the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such Eurodollar Rate Advance shall be Converted or paid in full.

(bb)

Applicable Margins.  Initially from the Closing Date, and continuing through the day immediately preceding the first Adjustment Date occurring after the Closing Date, the Applicable Margins and Commitment Fee Margin shall be the applicable per annum percentage set forth in Level I of the pricing table below.  Thereafter, the Applicable Margins and Commitment Fee Margin shall be for each Calculation Period the applicable per annum percentage set forth in the pricing table below opposite the applicable Leverage Ratio of the Borrower, determined on a consolidated basis for the Borrower and its Subsidiaries as set forth in the most recently delivered Compliance Certificate received by the Administrative Agent pursuant to Section 5.03; provided, that, in the event that (i) the Administrative Agent shall not receive the financial statements and the Compliance Certificate required pursuant to Section 5.03 when due, or (ii) at the option of the Administrative Agent or Required Lenders, an Event of Default occurs, then from such due date or dates or the date of the earliest to occur of all existing Events of Default and until the fifth Business Day following the Administrative Agent’s receipt of such overdue financial statements, Compliance Certificate (and in the event a decrease in the applicable margin is then warranted, receipt of the Borrower’s written request to decrease such margin) or the waiver of all existing Defaults, the Applicable Margins and Commitment Fee Margin shall be the applicable per annum percentage set forth in Level I of the pricing table below.

PRICING TABLE

Level

Leverage Ratio

Revolving Credit and Term Loan A Base Rate Margin

Term Loan B Base Rate Margin

Revolving Credit and Term Loan A Eurodollar Rate Margin

Term Loan B Eurodollar Rate Margin

Commitment Fee Margin

I

≥ 4.00

2.250%

2.500%

3.250%

3.500%

0.500%

II

> 3.00 and <4.00

2.000%

2.250%

3.000%

3.250%

0.500%

III

<3.00

1.750%

2.000%

2.7500%

3.000%

0.375%

(cc)

Default Interest.  Upon the occurrence and during the continuance of an Event of Default, at the election of the Administrative Agent or Required Lenders, (i) the aggregate principal amount of all Advances outstanding hereunder shall bear interest (“Default Interest”) at a rate per annum equal to the rate set forth in Level I of the pricing table in Section 2.07(b) plus 2%, (ii) the fees set forth in Sections 2.08(a) and 2.08(b) shall be calculated using the rate set forth in Level I plus 2%, and (iii) if all or a portion of any interest payable on any Advance or any fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate set forth in Level I for Base Rate Loans under the relevant Facility plus 2% (or, in the case of any such amounts that do not relate to a particular Facility, the rate set forth in Level I for Base Rate Loans under the Revolving Credit Facility plus 2%), in each case, with respect to clauses (i), (ii) and (iii) above, until no Default is continuing or all non-paid amounts are paid in full (as well after as before judgment) and shall be payable upon demand.

(dd)

Notice of Interest Period and Interest Rate.  Promptly after receipt of a Notice of Borrowing/ Conversion/ Continuation pursuant to Section 2.02(a), Section 2.09 or pursuant to the terms of the definition of “Interest Period”, the Administrative Agent shall give notice by telecopier or electronic communication pursuant to Section 9.02 to the Borrower and each Appropriate Lender of the applicable Interest Period and the applicable interest rate determined by the Administrative Agent for purposes of clause (a)(i) or (a)(ii) above.

(ee)

Commitment Fee.  The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders a commitment fee, from the Closing Date in the case of each Initial Lender and from the effective date specified in the Assignment and Assumption pursuant to which it became a Lender in the case of each other Lender, in each case, until the Termination Date, payable in arrears quarterly on the last day of each March, June, September and December, and on the Termination Date in respect of the applicable Facility, at the Commitment Fee Margin on the sum of the average daily Unused Revolving Credit Commitment of each Revolving Credit Lender; provided, however, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender.

(ff)

Letter of Credit Fees, Etc.   The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender a commission, payable in arrears quarterly on the last day of each March, June, September and December and on the Termination Date in respect of the Letter of Credit Facility, on such

Lender’s Pro Rata Share of the average daily aggregate Available Amount during such quarter (or portion thereof) of all Letters of Credit outstanding from time to time at a rate equal to the Applicable Margin for Eurodollar Rate Advances under the Revolving Credit Facility; provided, however, that no letter of credit commission shall accrue on or in respect of any Defaulting Lender’s Pro Rata Share specified above so long as such Lender shall be a Defaulting Lender.

(i)

The Borrower shall pay to any Issuing Bank, for its own account, an annual fronting fee for each Letter of Credit issued by such Issuing Bank acceptable to such Issuing Bank in its sole discretion, which amount shall be paid upon the date of issuance and, if the expiration date of such Letter of Credit is later than one year from its date of issuance, upon each anniversary of the date of issuance during the term of such Letter of Credit and such other customary commissions, issuance fees, transfer fees, extension fees, amendment fees, draw fees and other fees and charges in connection with the issuance or administration of each Letter of Credit as the Borrower and such Issuing Bank shall agree.

(gg)

Agents’ Fees.  The Borrower shall pay to each Agent for its own account such fees as may from time to time be agreed in writing between the Borrower and such Agent, whether pursuant to the Fee Letter or otherwise.

(hh)

Optional.  The Borrower may on any Business Day, upon notice by telephone (confirmed immediately in writing), telecopier or electronic communication pursuant to Section 9.02 given to the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Section 2.10, Convert all or any portion of the Advances of one Type comprising the same Borrowing into Advances of the other Type; provided, however, that any Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurodollar Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in an amount not less than the minimum amount specified in Section 2.02(b), no Conversion of any Advances shall result in more separate Borrowings than permitted under Section 2.02(b) and each Conversion of Advances comprising part of the same Borrowing under any Facility shall be made ratably among the Appropriate Lenders in accordance with their Commitments under such Facility.  Each such notice of Conversion shall, within the restrictions specified above, be in substantially the form of Exhibit B, specify (i) the date of such Conversion, (ii) the Advances to be Converted and (iii) if such Conversion is into Eurodollar Rate Advances, the duration of the initial Interest Period for such Advances.  Each notice of Conversion shall be irrevocable and binding on the Borrower.

(ii)

Mandatory.   If the Borrower shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Appropriate Lenders, whereupon each such Eurodollar Rate Advance will automatically, on

the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance.

(i)

Upon the occurrence and during the continuance of any Default, (x) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.

(jj)

Increased Costs Generally.  If any Change in Law shall:

(i)

impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurodollar Rate) or any Issuing Bank;

(ii)

subject any Recipient to any Taxes (other than (a) Indemnified Taxes, (b) Excluded Taxes and (c) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)

impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances made by such Lender or any Letter of Credit or participation therein;

(kk)

Capital Requirements.  If any Lender or any Issuing Bank determines that any Change in Law affecting such Lender or such Issuing Bank or any lending office of such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Advances made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could

have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

(ll)

Certificates for Reimbursement.  A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower (with a copy to the Administrative Agent), shall be conclusive absent manifest error.  The Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(mm)

Delay in Requests.  Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

(nn)

Suspension due to Increased Cost.  If, with respect to any Eurodollar Rate Advances under any Facility, Lenders owed more than 50% of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist.

(oo)

Suspension due to Change in Law.  Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful, or any Governmental Authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance under each Facility under which such Lender has a Commitment will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the

Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist.

(pp)

Mitigation Obligations; Replacement of Lenders.

(i)

Designation of a Different Lending Office.  If any Lender requests compensation under this Section 2.10, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12 or asserts that it is unlawful for such Lender to make Eurodollar Rate Advances pursuant to Section 2.10(f), then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (a) would eliminate or reduce amounts payable pursuant to Section 2.10 or 2.12, as the case may be, in the future or allow such Lender or its Eurodollar Lending Office to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances, and (b) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(ii)

Replacement of Lenders.  If any Lender requests compensation under this Section 2.10 or asserts that it is unlawful for such Lender to make Eurodollar Rate Advances pursuant to Section 2.10(f), or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.10(g)(i) which would eliminate amounts payable pursuant to this Section 2.10 or Section 2.12, as the case may be, in the future or allow such Lender or its Eurodollar Lending Office to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.07), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.10, 2.12, 2.15 and 9.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(A)

the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 9.07;

(B)

such Lender shall have received payment of an amount equal to the outstanding principal of its Advances and participations in L/C Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it

hereunder and under the other Loan Documents (including any amounts under Section 9.04(c)) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(C)

in the case of any such assignment resulting from a claim for compensation under this Section 2.10 or payments required to be made pursuant to Section 2.12, such assignment will result in a reduction in such compensation or payments thereafter;

(D)

such assignment does not conflict with Applicable Law; and

(E)

in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

(iii)

Termination of Defaulting Lender.  The Borrower may terminate the unused amount of the Commitment of any Revolving Credit Lender that is a Defaulting Lender upon not less than 10 Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(b)(i)(B) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank or any Lender may have against such Defaulting Lender.

(qq)

The Borrower shall make each payment hereunder and under the other Loan Documents (other than under any Secured Hedge Agreement or any agreement governing Cash Management Obligations), irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), not later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day.  The Administrative Agent will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the other Loan Documents to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement.  Upon its acceptance of

an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(c), from and after the effective date of such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under the other Loan Documents in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

(rr)

The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder or under the other Loan Documents, to charge from time to time, to the fullest extent permitted by Applicable Law, against any or all of the Borrower’s accounts with such Lender Party or such Affiliate any amount so due.

(ss)

All computations of interest and of fees and Letter of Credit commissions shall be made by the Administrative Agent on the basis of a year of 360 days (or, in the case of any Base Rate Advances with interest determined based on clause (a) of the definition of “Base Rate”, 365/366 days), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, fees or commissions are payable; provided however, should such method for calculating interest and fees and Letter of Credit commissions using a 360-day year be unlawful under Applicable Law, such calculation method shall be automatically changed to a 365-6-day year or such other lawful calculation method as is reasonably acceptable to the Administrative Agent.  Each determination by the Administrative Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error.

(tt)

Whenever any payment hereunder or under the other Loan Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment or letter of credit fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(uu)

Unless the Administrative Agent shall have received written notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or any Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or any Issuing Bank, as the case may be, the amount due.  In such event, if the Borrower has not in fact made such payment, then each of the Lenders or such Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(vv)

Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agents and the Lender Parties (and, as applicable, the Hedge Banks and counterparties in respect of Cash Management Obligations provided that such Hedge Bank or counterparty is a Secured Party) under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Agents and the Lender Parties (and, as applicable, the Hedge Banks and counterparties in respect of Cash Management Obligations provided that such Hedge Bank or counterparty is a Secured Party) in the following order of priority:

(i)

first, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Agents (solely in their respective capacities as Agents) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Agents on such date;

(ii)

second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Issuing Banks (solely in its capacity as such) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Issuing Banks on such date;

(iii)

third, to the payment of all of the indemnification payments, costs and expenses that are due and payable to the Lenders under Sections 9.04 hereof, Section 21 of the Security Agreement and any similar Section of any of the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Lenders on such date;

(iv)

fourth, to the payment of all of the amounts that are due and payable to the Administrative Agent and the Lender Parties under Sections 2.10 and 2.12 hereof on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and the Lender Parties on such date;

(v)

fifth, to the payment of all of the fees that are due and payable to the Lenders under Section 2.08(d) on such date, ratably based upon the respective aggregate Commitments of the Lenders under the Facilities on such date;

(vi)

sixth, to the payment of all of the fees that are due and payable to the Revolving Credit Lenders under Section 2.08(a) on such date, ratably based upon the respective aggregate Revolving Credit Commitments of the Revolving Credit Lenders under the Facilities on such date;

(vii)

seventh, to the payment of all of the accrued and unpaid interest on the Obligations of the Borrower under or in respect of the Loan Documents that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(c) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date;

(viii)

eighth, ratably to (a) the payment of all of the accrued and unpaid interest on the Advances that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(a) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date, (b) the payment of all of the accrued and unpaid commission on the average daily aggregate Available Amount that is due and payable to the Revolving Credit Lenders under Section 2.08(b)(i) on such date, ratably based upon the respective aggregate amounts of all such commission owing to the Revolving Credit Lenders on such date; (c) the payments of all amounts, other than Hedge Termination Payments, that are due and payable to the Hedge Banks under the Related Secured Hedge Agreements on such date, ratably based upon the respective aggregate amounts of such amounts owing to the Hedge Banks on such date, and (d) the payments of all amounts that are due and payable in respect of Cash Management Obligations on such date, ratably based upon the respective aggregate amounts of such amounts owing to the applicable Lenders or Agents (or Affiliates thereof) on such date;

(ix)

ninth, ratably to (a) the payment of the principal amount of all of the outstanding Advances that is due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such principal owing to the Administrative Agent and the Lender Parties on such date, (b) the payment of all Hedge Termination Payments payable under Related Secured Hedge Agreements on such date, ratably based upon the respective aggregate amounts of all such amounts owing to the Hedge Banks on such date and (c) be deposited in the L/C Collateral Account to Cash Collateralize up to 103% of the Available Amount of the Letters of Credit then outstanding;

(x)

tenth, ratably to the payments of all amounts, other than Hedge Termination Payments, that are due and payable to the Hedge Banks under the Secured Hedge Agreements other than Related Secured Hedge Agreements on such date, ratably based upon the respective aggregate amounts of such amounts owing to the Hedge Banks on such date;

(xi)

eleventh, ratably to the payment of all Hedge Termination Payments payable under Secured Hedge Agreements other than Related Secured Hedge Agreements on such date, ratably based upon the respective aggregate amounts of all such amounts owing to the Hedge Banks on such date; and

(xii)

twelfth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date.

(ww)

Notwithstanding anything to the contrary set forth herein, the aggregate interest, fees and other amounts required to be paid by the Borrower to any Agent, any Issuing Bank or any Lender hereunder are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the Debt evidenced hereby or otherwise, shall the amount paid or agreed to be paid to any Agent, any Issuing Bank or any Lender hereunder for the use or the forbearance of the Debt or Obligations evidenced hereby exceed the maximum permissible under Applicable Law.  If under or from any circumstances whatsoever, fulfillment of any provision hereof or of any of the other Loan Documents at the time of performance of such provision shall be due, shall involve exceeding the limit of such validity prescribed by Applicable Law then the obligation to be fulfilled shall automatically be reduced to the limit of such validity and if under or from circumstances whatsoever any Agent, any Issuing Bank or any Lender hereunder should ever receive as interest any amount which would exceed the highest lawful rate, the amount of such interest that is excessive shall be applied to the reduction of the principal balance of the Obligations evidenced hereby and not to the payment of interest.  This provision shall control every other provision of this Agreement and all provisions of every other Loan Document.

(xx)

Defined Terms.  For purposes of this Section 2.12, the term “Lender” includes any Issuing Bank and the term “Applicable Law” shall include FATCA.

(yy)

Payments Free of Taxes.  Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or

withholding for any Taxes, except as required by Applicable Law.  If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(zz)

Payment of Other Taxes by the Loan Parties.  The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(aaa)

Indemnification by the Loan Parties.  Without duplication of any additional amounts paid pursuant to Section 2.10 or Section 2.12(b), the Loan Parties shall jointly and severally indemnify each Recipient, within 30 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that, if any Loan Party determines that any such Indemnified Taxes or Other Taxes were not correctly or legally imposed or asserted, the Administrative Agent or the relevant Lender, as applicable, shall allow such Loan Party to contest (and shall cooperate in such contest), the imposition of such Tax upon the reasonable request of such Loan Party and at such Loan Party’s expense; provided however, that the Administrative Agent or the relevant Lender shall not be required to cooperate in any contest that would, in the Administrative Agent’s or such Lender’s reasonable discretion, be to the Administrative Agent’s or such Lender’s disadvantage.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(bbb)

Indemnification by the Lenders.  Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan

Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(ccc)

Evidence of Payments.  As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.12, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(ddd)

Status of Lenders.   Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.12(g)(ii)(A), (ii)(B), (ii)(C) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(i)

Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Borrower,

(A)

any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)

any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(i)

in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to

payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii)

executed originals of IRS Form W-8ECI;

(iii)

in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit M-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or

(iv)

to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit M-2 or Exhibit M-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit M-4 on behalf of each such direct and indirect partner;

(C)

any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)

if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative

Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(eee)

Treatment of Certain Refunds.  If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.12 (including by the payment of additional amounts pursuant to this Section 2.12), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).  Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.  This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(fff)

Each party’s obligations under this Section 2.12 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(ggg)

Grant of Security Interest.   The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Banks, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of L/C Obligations, to be applied pursuant to clause (ii) below.  If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Banks as herein provided (other than Permitted Liens), or that the total amount of such Cash Collateral is less than the Minimum Cash Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(i)

Application.  Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.15(a) or Section 2.15(b) in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(ii)

Termination of Requirement.  Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Banks’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.15(a) following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and the Issuing Banks that there exists excess Cash Collateral; provided that, subject to Section 2.15(b) the Person providing Cash Collateral and the Issuing Banks may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided further that to the extent that such

Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

(hhh)

Defaulting Lenders.

(i)

Defaulting Lender Adjustments.  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

(A)

Waivers and Amendments.  Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and Section 9.01.

(B)

Defaulting Lender Waterfall.  Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.05 shall be applied at such time or times as may be determined by the Administrative Agent as follows:  first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank hereunder; third, to Cash Collateralize the Issuing Banks’s Fronting Exposure with respect to such Defaulting Lender in accordance with this Section 2.15; fourth, as the Borrower may request (so long as no Default exists), to the funding of any Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Advances under this Agreement and (y) Cash Collateralize the Issuing Banks’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with this Section 2.15; sixth, to the payment of any amounts owing to the Lenders or the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or any Issuing Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Advances or L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances were made or the related Letters of

Credit were issued at a time when the conditions set forth in Section 3.02 were satisfied or waived, such payment shall be applied solely to pay the Advances of, and L/C Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Advances and funded and unfunded participations in L/C Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to Section 2.15(D).  Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(B) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(C)

Certain Fees.

(i)

No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(ii)

Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Pro Rata Share of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to this Section 2.15.

(iii)

With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (i) or (ii) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that have been reallocated to such Non-Defaulting Lender pursuant to clause (d) below, (y) pay to the Issuing Banks the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the Issuing Banks’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(D)

Reallocation of Participations to Reduce Fronting Exposure.  All or any part of such Defaulting Lender’s participation in L/C Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 3.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) the amount of such reallocation to any Non-

Defaulting Lender does not exceed the Unused Revolving Credit Commitment of such Non-Defaulting Lender at such time.  No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(E)

Defaulting Lender Cure.  If the Borrower, the Administrative Agent and the Issuing Banks agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Advances of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Advances and funded and unfunded participations in Letters of Credit to be held pro rata by the Lenders in accordance with the Commitments under the applicable Facility (without giving effect to Section 2.15(D), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(F)

New Letters of Credit.  So long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit unless such Issuing Bank is satisfied that it will have no Fronting Exposure after giving effect thereto.

(iii)

Each Lender Party, for this purpose as agent for Borrower, shall maintain in accordance with its usual practice an account or accounts evidencing the Debt of the Borrower to such Lender resulting from each Advance owing to such Lender Party from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.  The Borrower agrees that upon notice by any Lender Party to the Borrower (with a copy of such notice to the Administrative Agent) to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender Party to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender Party, the Borrower shall promptly execute and deliver to such Lender Party, with a copy to the Administrative Agent, a Revolving Credit Note, a Term A Note, and a Term B Note, as applicable, in substantially the form of Exhibits ▇-▇, ▇-▇ and A-3 hereto, respectively, payable to such Lender Party in a principal amount equal to the Revolving Credit Commitment, Term A Commitment and the Term B Commitment, respectively, of such Lender

Party.  All references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued hereunder.

(jjj)

The Register maintained by the Administrative Agent pursuant to Section 9.07(c) shall include a control account, and a subsidiary account for each Lender Party, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Assumption and/or Joinder Agreement delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender Party hereunder, and (iv) the amount of any sum received by the Administrative Agent from the Borrower hereunder and each Lender Party’s share thereof.

(kkk)

Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender Party in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender Party and, in the case of such account or accounts, such Lender Party, under this Agreement, absent manifest error; provided, however, that the failure of the Administrative Agent or such Lender Party to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement.

(lll)

CONDITIONS OF EFFECTIVENESS,
LENDING AND ISSUANCES OF LETTERS OF CREDIT

(mmm)

The Administrative Agent shall have received on or before the day of the Closing Date the following, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender Party:

(i)

Counterparts of this Agreement, duly executed and delivered on behalf of each of (A) the Borrower, (B) the Administrative Agent, and (C) each Lender as of the Closing Date (or as to any of the foregoing parties, the Administrative Agent shall have received evidence satisfactory to the Administrative Agent that any such foregoing party has executed a counterpart of this Agreement);

(ii)

the Notes, duly executed and delivered on behalf of the Borrower and payable to the Lenders to the extent requested by the Lenders pursuant to the terms of Section 2.16;

(iii)

a Security Agreement, duly executed by each Loan Party, together with:

(A)

certificates representing the Initial Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt endorsed in blank;

(B)

evidence of the insurance and endorsements required on the Closing Date by the terms of the Security Agreement;

(C)

the Deposit Account Control Agreements referred to in the Security Agreement, duly executed by the Collateral Agent, applicable Loan Party and the applicable depository institution; and

(D)

the Securities Account Control Agreements referred to in the Security Agreement, if any, duly executed by the Collateral Agent, applicable Loan Party and the applicable securities intermediary.

(iv)

the Perfection and Diligence Certificate, duly executed and delivered on behalf of the Loan Parties;

(v)

proper financing statements recorded as filed under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the first priority liens and security interests that will be created under the Security Agreement on the Closing Date, covering the Collateral described in the Security Agreement;

(vi)

the results of a recent lien search for at least the last five years against each Loan Party’s and each Negative Pledgor’s current and former legal names (used during the past five years) and the legal name of any other Person to which such Loan Party or Negative Pledgor became the successor by merger, consolidation, acquisition, change in form, or jurisdiction of organization or otherwise within the last five years, (a) for UCC liens in the jurisdiction of such Loan Party’s or Negative Pledgor’s formation, (b) for UCC liens in the jurisdiction of such Loan Party’s or Negative Pledgor’s chief executive office and principal place of business if such Loan Party or Negative Pledgor is a transmitting utility under the Applicable Law of such jurisdiction, and (c) for pending suit and judgment, bankruptcy, fixture and federal and state tax liens in the jurisdiction of such Loan Party’s or Negative Pledgor’s chief executive office and principal place of business, and such search shall reveal no liens on any of the assets of the Loan Parties or the Negative Pledgors except for liens permitted hereunder or discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Administrative Agent;

(vii)

a Closing Certificate, signed on behalf of the Borrower by its President or a Vice President, dated the date of the Closing Date (and the statements made in such certificate shall be true on and as of the date of the Closing Date);

(viii)

a certificate of each Loan Party and each Negative Pledgor, signed on behalf of such Loan Party or Negative Pledgor by its President or a Vice President and its Secretary or an Assistant Secretary, dated the date of the Closing Date (and the statements made in such certificate shall be true on and as of the date of the Closing Date), together with appropriate insertions and attachments, certifying:  (A)  that attached thereto is a true and complete copy of the articles of incorporation or organization, as the case may be, of such Person and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation or organization; (B)  that attached thereto is are certificates from the appropriate state officials as to the continued existence and good standing or existence (as applicable) of such Person in each state where incorporated or organized or corresponding to Section 4.01(a)(ii); (C)  that attached thereto is a true and complete copy of the bylaws, partnership agreement or operating agreement, as the case may be, of such Person as in effect on the Closing Date; (D) that attached thereto is a true and complete copy of resolutions or consents duly adopted by the board of directors, members or managers of such Person, as applicable, authorizing the borrowings, pledges or guarantees contemplated hereunder, the execution, delivery and performance of this Agreement and the other Loan Documents, and the granting of the Security Interest, as applicable; and

(E) as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents;

(ix)

such financial, business and other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have reasonably requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Employee Benefit Plans, collective bargaining agreements and other arrangements with employees, audited annual financial statements dated December 31, 2012, interim financial statements dated the end of the most recent Fiscal Quarter for which financial statements are available and forecasts prepared by management of the Borrower, in form and substance satisfactory to the Lender Parties, of income statements and cash flow statements on a quarterly basis for the first year following the day of the Closing Date and on an annual basis for each year thereafter until the Termination Date;

(x)

the Lender Parties shall be reasonably satisfied with the corporate and legal structure of the Loan Parties and each of their Subsidiaries, including, without limitation, the charter and bylaws, or similar governing documents, of the Loan Parties and each of their Subsidiaries and each agreement or instrument relating thereto; and

(xi)

the Post-Closing Letter duly executed and delivered on behalf of the Borrower.

(nnn)

There shall have occurred no Material Adverse Change since December 31, 2012.

(ooo)

There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any Governmental Authority that (i) could reasonably be expected to have a Material Adverse Effect or (ii) purports to materially adversely affect the legality, validity or enforceability of any Loan Document or the consummation of the Financing.

(ppp)

All FCC, PUC and other Governmental Authorizations and third party consents and approvals necessary in connection with the Financing shall have been made or obtained and all waiting periods expired (without the imposition of any conditions that are not reasonably acceptable to the Lender Parties) and shall remain in effect; and no Applicable Law shall be applicable in the judgment of the Lender Parties, in each case that restrains, prevents or imposes materially adverse conditions upon the Financing or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

(qqq)

evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens created under the Security Agreement and any other Collateral Document has been taken (including, without limitation, receipt of duly executed payoff letters, release and termination documents and UCC-3 termination statements).

(rrr)

a Negative Pledge Agreement, duly executed by each of the Negative Pledgors.

(sss)

a Solvency Certificate in substantially the form of Exhibit G hereto from the chief financial officer of the Borrower, attesting to the solvency of the Borrower and its Subsidiaries, taken as a whole, after giving effect to the Closing Date Extension of Credit.

(ttt)

Notice of Borrowing/ Conversion/ Continuation.

(uuu)

a favorable opinion of (a) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties and the Negative Pledgors, and (b) Hunton & ▇▇▇▇▇▇▇▇ LLP, regulatory counsel for certain Loan Parties and the Negative Pledgors as to Virginia, and as to such other matters as any Lender Party through the Administrative Agent may reasonably request.

(vvv)

The Borrower shall have paid or shall be paying concurrently with the Closing Date all accrued fees of the Agents and the Lender Parties and all accrued expenses of the Agents (including the accrued fees and expenses of counsel to the Administrative Agent and local counsel to the Lender Parties in connection with this Agreement) which have been invoiced to the Borrower at least one Business Day prior to the Closing Date.

(i)

the representations and warranties contained in each Loan Document are true and correct in all material respects on and as of such date, before and after giving effect to such Borrowing or issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to a specific date other than the date of such Borrowing or issuance or renewal, in which case such representations and warranties are true and correct in all material respects as of such specific date;

(ii)

no Default has occurred and is continuing, or would result from such Borrowing or issuance or renewal or from the application of the proceeds therefrom;

(iii)

the Leverage Ratio, calculated by taking into account EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b) or (c) and Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries as of the day of such Borrowing and after giving effect to the applicable Borrowing (including, without limitation, the application of proceeds thereof), renewal or issuance, shall be less than the levels set forth with respect thereto in Section 5.04; and

(iv)

Since December 31, 2012, there has been no Material Adverse Effect.

(v)

REPRESENTATIONS AND WARRANTIES

(www)

Due Organization; Corporate Power.  Each Loan Party and each of its Subsidiaries (i) is a corporation, limited liability company or partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, (ii) is duly qualified and in good standing as a foreign corporation or company in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed except where the failure to so qualify or be licensed could not be reasonably expected to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including, without limitation, all Governmental Authorizations) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted.

(xxx)

Subsidiaries.  Set forth on Schedule 4.01(b) hereto is a true, correct and complete list of all Subsidiaries of each Loan Party, showing as of the Closing Date (as to each

such Subsidiary) the jurisdiction of its formation, the number of shares, membership interests or partnership interests (as applicable) of each class of its Equity Interests authorized, and the number outstanding, on the Closing Date and the percentage of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights as of the Closing Date.  All of the outstanding Equity Interests (other than the Equity Interests in VITAL that are not owned by any Loan Party or any of its Subsidiaries) have been validly issued, are fully paid and non-assessable and are owned by such Loan Party or one or more of its Subsidiaries free and clear of all Liens, except those created concurrent with the Closing Date Extension of Credit under the Collateral Documents.

(yyy)

No Conflict; Compliance with Law.  The execution, delivery and performance by each Loan Party and each of its Subsidiaries of each Loan Document to which it is or is to be a party, and the consummation of the Financing, are within such Loan Party’s or Subsidiary’s corporate, limited liability company or partnership (as applicable) powers, have been duly authorized by all necessary corporate, limited liability company or partnership (as applicable) action, and do not (i) contravene such Loan Party’s or such Subsidiary’s charter, bylaws, limited liability company agreement, partnership agreement or other constituent documents, (ii) violate any Applicable Law (including, without limitation, the Communications Act or any applicable PUC Law or Regulation X of the Board of Governors), (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any Material Contract or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries.  No Loan Party or any of its Subsidiaries is in violation of any such Applicable Law the violation or breach of which could be reasonably expected to have a Material Adverse Effect or in breach of any Material Contract.

(zzz)

Authorization.  No Governmental Authorization, and no notice to or filing with, any Governmental Authority or any other third party is required as a condition to (i) the due execution, delivery, recordation, filing or performance by any Loan Party or any Subsidiary of a Loan Party of any Loan Document to which it is or is to be a party, or for the consummation of the Financing, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents concurrent with the Closing Date Extension of Credit, (iii) the perfection of the Liens created under the Collateral Documents (including the first priority nature thereof) concurrent with the Closing Date Extension of Credit other than the filing of UCC financing statements and filings with the United States Patent and Trademark Office or the United States Copyright Office or (iv) the exercise by any Agent or any Lender Party of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (a) approval of any PUC with respect to the exercise of remedies against the Pledged Equity of the Telecos, (b) any FCC approvals that are required for a change in control after the Closing Date of the Loan Parties or Subsidiaries holding any License issued by the FCC or for the transfer or assignment of such License to another party, (c) approval of RUS with respect to a change of control of Lumos Telephone Inc. to the extent provided in the RUS Grant and Security Agreement and (d) the Governmental Authorizations, notices and filings listed on Schedule 4.01(d) hereto, all of which have been duly obtained on or before the Closing Date, taken, given or made and are in full force and effect.  All applicable waiting periods in

connection with the Financing have expired without any action having been taken by the FCC or any PUC.

(aaaa)

Enforceable Obligations.  This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by each Loan Party and each Subsidiary of any Loan Party party thereto.  This Agreement is, and each other Loan Document when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party and each Subsidiary of any Loan Party party thereto, enforceable against such Loan Party or Subsidiary in accordance with its terms.

(bbbb)

Litigation.  There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or, to the knowledge of the Borrower, threatened before any Governmental Authority or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the Financing.

(cccc)

Financial Condition; No Change.   The consolidated balance sheets of the Parent and its Subsidiaries as at December 31, 2012, and the related consolidated statements of income, shareholders’ equity and cash flows, each for the Fiscal Year then ended, accompanied by an unqualified opinion of KPMG LLP, independent public accountants, copies of which have been furnished to each Lender Party, fairly present in all material respects, subject, in the case of said balance sheet as at such date, and said statements of income and cash flows for the year then ended, respectively to year-end audit adjustments, the consolidated financial condition of the Parent and its Subsidiaries as at such date and the consolidated results of operations of the Parent and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis.

(i)

Since December 31, 2012, there has been no Material Adverse Change.

(ii)

The consolidated forecasted statements of income and statements of cash flows of the Parent and its Subsidiaries delivered to the Lender Parties pursuant to Section 3.01(a)(ix) or the consolidated and consolidating forecasted balance sheets, statements of income and statements of cash flows of the Parent and its Subsidiaries delivered to the Lender Parties pursuant to Section 5.03 are based upon good faith estimates and assumptions believed by management of the Parent and the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount.

(dddd)

Accuracy of Information.  Neither the March 2013 Information Memorandum nor any other information, exhibit or report (other than projections and forecasted financial statement) furnished by or on behalf of the Parent, any Loan Party or any Subsidiary of any Loan Party to any Agent or any Lender Party in connection with the negotiation and syndication of the Loan Documents or pursuant to the terms of the Loan Documents, taken as a

whole collectively with all information previously furnished, contained when furnished (or, in the case of the Information Memorandum, as of the date of this Agreement) any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein in light of the circumstances under which they were made not misleading.

(eeee)

Federal Regulations.  The Borrower is not engaged in the business of extending credit for the purpose of purchasing, carrying or trading Margin Stock or Margin Security, and no proceeds of any Advance or drawings under any Letter of Credit will be used to purchase, carry or trade any Margin Stock or Margin Security or to extend credit to others for the purpose of purchasing, carrying or trading any Margin Stock or Margin Security in violation of Regulation T, Regulation U, Regulation X or any other regulation of the Board of Governors.  If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.

(ffff)

Investment Company Act; Other Regulations.  Neither any Loan Party nor any of its Subsidiaries is an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended.  Neither the making of any Advances, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Loan Documents (including, without limitation, the Financing), will violate any provision of any such act or any Applicable Law of the SEC thereunder.

(gggg)

No Contractual Bar.  Neither any Loan Party nor any of its Subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that could be reasonably expected to have a Material Adverse Effect, other than the Prior Credit Agreement on or prior to the Closing Date Extension of Credit.

(hhhh)

Perfected Security.  Concurrent with the Closing Date Extension of Credit, all filings and other actions necessary or desirable to perfect and protect the security interest in the Collateral created under the Collateral Documents will have been duly made or taken and will be in full force and effect, except where the Administrative Agent has determined that the value of such Collateral is not worth the cost and/or effort required to perfect such Collateral, and the Collateral Documents will create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority (except for, in the case of Collateral constituting Equity Interests, Permitted Liens which arise by operation of law and are not consensual in nature and, in the case of any other Collateral, Permitted Liens) security interest in the Collateral, securing the payment of the Secured Obligations, and upon taking all actions that are specifically contemplated by the Collateral Documents all filings and other actions necessary or desirable to perfect and protect such security interest will have been duly taken.  The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for Liens permitted by this Agreement.

(iiii)

Solvency.  After giving effect to the Financing, the Borrower and its Subsidiaries, taken as a whole, are ▇▇▇▇▇▇▇.

(▇▇▇▇)

ERISA.   Set forth on Schedule 4.01(n)(i) hereto is a true, correct and complete list of all Plans and Multiemployer Plans as of the Closing Date.

(i)

No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan subject to Title IV of ERISA or, to the knowledge of any Loan Party or any Subsidiary of any Loan Party, with respect to any Multiemployer Plan, that could reasonably be expected to have a Material Adverse Effect.

(ii)

Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan subject to Title IV of ERISA, copies of which have been filed with the IRS and made available to the Lender Parties, is true, correct and complete in all material respects and fairly presents the funding status of such Plan, and between the date of such Schedule B and the Closing Date there has been no change in such funding status that could reasonably be expected to have a Material Adverse Effect.

(iii)

Each Plan and, to the knowledge of any Loan Party or any Subsidiary of any Loan Party, each Multiemployer Plan is in compliance with the terms of such Plan or Multiemployer Plan, ERISA, the Code and other applicable federal and state laws, except to the extent that noncompliance could not reasonably be expected to have a Material Adverse Effect.

(iv)

None of any Loan Party, any Subsidiary of any Loan Party, or any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan.

(v)

None of any Loan Party, any Subsidiary of any Loan Party, or any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and, to the knowledge of any Loan Party or any Subsidiary of any Loan Party, no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA.

(vi)

No Loan Party or Subsidiary of any Loan Party sponsors, maintains, contributes to or has or could have any liability, contingent or otherwise, which could reasonably be expected to have a Material Adverse Effect, with respect to an employee welfare benefit plan (as defined in Section 3(1) of ERISA) to provide welfare benefits to current or former employees beyond their retirement or other termination of service (other than coverage mandated by Section 4908B of the Code, Part 6 of Subtitle B of Title I of ERISA or similar law), that may not be terminated by such Loan Party or Subsidiary of any Loan Party, as applicable, in its sole discretion at any time with only such liability for benefits accrued as of the date of termination.  The present value of any liability under any such welfare benefit plan as of the Closing Date for any Loan Party and any Subsidiary of any Loan Party does not exceed $15,000,000, and any increase in such liability after the Closing Date could not reasonably be expected to have a Material Adverse Effect.

(vii)

No Loan Party or any Subsidiary of any Loan Party has incurred or is reasonably expected to incur any liability that could reasonably be expected to have a Material Adverse Effect in connection with a Third Party Plan.

(kkkk)

Environmental Matters.   Except as otherwise would not reasonably be expected to have a Material Adverse Effect, (x) the operations and properties of each Loan Party and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing obligations or costs, and (y) no circumstances exist that could be reasonably expected to (a) form the basis of an Environmental Action against any Loan Party or any of its Subsidiaries or any of their properties or (b) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law.

(i)

None of the properties currently or formerly owned or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or any of its Subsidiaries or, to the best of its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect; there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect; and neither any Loan Party nor any of its Subsidiaries has released, discharged or disposed of Hazardous Materials on any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect.

(ii)

Neither any Loan Party nor any of its Subsidiaries is undertaking, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Loan Party or any of its Subsidiaries.

(llll)

Taxes.   Neither any Loan Party nor any of its Subsidiaries is party to any tax sharing agreement other than (a) that certain the Tax Matters Agreement, dated as of October 31, 2011, between NTELOS Holding Corp. and the Parent, (b) a tax sharing agreement approved by the Required Lenders or (c) any lease or similar agreement (including indefeasible rights to use agreements) entered into in the ordinary course of

business that allocates the payment of taxes (as defined in such agreements) related to the leased property between the lesser and lessee.

(i)

Each Loan Party and each of its Subsidiaries, in a timely manner, has filed, has caused to be filed or has been included in all federal income tax returns and other material tax returns (Federal, state, local and foreign) required to be filed and has paid all material Taxes shown thereon to be due, together with applicable interest and penalties.

(ii)

With respect to each taxable year of each Loan Party and each of its Subsidiaries for which Federal income tax returns have been filed and for which the expiration of the applicable statute of limitations for assessment or collection has not occurred by reason of extension or otherwise (an “Open Year”), there is no unpaid amount as of the Closing Date of adjustments to the Federal income tax liability of any Loan Party or any of its Subsidiaries proposed by the IRS with respect to the Open Years.  No issues have been raised by the IRS in respect of Open Years that, in the aggregate, could be reasonably expected to have a Material Adverse Effect.

(iii)

The aggregate unpaid amount, as of the Closing Date, of adjustments to the state, local and foreign tax liability of each Loan Party and its Subsidiaries proposed by all state, local and foreign taxing authorities (other than amounts arising from adjustments to Federal income tax returns) does not exceed $2,000,000.  Set forth on Schedule 4.01(p) hereto is a true, correct and complete description, as of the Closing Date, of each state and local examination that is either currently ongoing or of which the Borrower has been notified may occur.  No issues have been raised by such taxing authorities that, in the aggregate, could be reasonably expected to have a Material Adverse Effect.

(mmmm)

Labor Matters.  Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:  (a) there are no strikes or other labor disputes against any of the Loan Parties or any of their Subsidiaries pending or, to the knowledge of the Borrower, threatened; (b) hours worked by and payment made to employees of each Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from any Loan Party or any of its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant Loan Party or Subsidiary.

(nnnn)

Surviving Debt.  Set forth on Schedule 4.01(r) hereto is a true, correct and complete list of all Surviving Debt, showing as of the Closing Date the obligor, the obligee and the principal amount outstanding thereunder, the maturity date thereof and the amortization schedule therefor.

(oooo)

Existing Liens.  Set forth on Schedule 4.01(s) hereto is a true, correct and complete list as of the Closing Date of all Liens (other than Permitted Liens and Liens being terminated on or before the Closing Date) on the property or assets of any Loan Party or any of its Subsidiaries, showing the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto.

(pppp)

Real Property.   Set forth on Schedule 4.01(t)(i) hereto is a true, correct and complete list as of the Closing Date of all Material Owned Real Property, showing as of the Closing Date the street address, county or other relevant jurisdiction, state, record owner and the capitalized cost thereof.  Each Loan Party or such Subsidiary has good, marketable and insurable fee simple title to such real property, free and clear of all Liens, other than Permitted Liens.  No Material Owned Real Property is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968.

(i)

Set forth on Schedule 4.01(t)(ii) hereto is a true, correct and complete list as of the Closing Date of all Material Real Property Leases, showing as of the Closing Date the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date, whether any Loan Party maintains its principal books and records at such location, whether the lease, sublease or license contains a default or event of default upon the occurrence of a change of control of any Loan Party, whether each Loan Party using such location could relocate to a reasonably equivalent location within 60 days, and the estimated aggregate fair market value of the property of each Loan Party at such location.  Each such Material Real Property Lease is in full force and effect and neither the Loan Party nor any of its Subsidiaries has any knowledge of any material default that has occurred and is continuing thereunder, and each such Material Real Property Lease constitutes the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, except to the extent that any of the foregoing, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(ii)

Set forth on Schedule 4.01(t)(iii) hereto is a true, correct and complete list as of the Closing Date of all leases of real property under which any Loan Party is the lessor and under which the lessor is entitled to receive annual rent in excess of $300,000 per year, showing as of the Closing Date the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof.  Each such lease is in full force and effect and neither the Loan Party nor any of its Subsidiaries has any knowledge of any default that has occurred and is continuing thereunder, and each such lease constitutes the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms, except to the extent that any of the foregoing, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(qqqq)

Existing Investments.  Set forth on Schedule 4.01(u) hereto is a true, correct and complete list of all Investments held by any Loan Party or any of its Subsidiaries on the Closing Date and having a value of $250,000 or more (other than Investments in Subsidiaries and the Permitted CoBank Investment), showing the amount, obligor or issuer and maturity, if any, thereof.

(rrrr)

Intellectual Property.  Set forth on Schedule 4.01(v) hereto is a true, correct and complete list of all patents, trademarks, trade names, service marks and copyrights, and all applications therefor and licenses thereof (collectively, “Intellectual Property”), of each Loan Party or any of its Subsidiaries which have been registered with any Governmental

Authority as of the Closing Date, showing as of the Closing Date the jurisdiction in which registered, the registration number, the date of registration and the expiration date.  Each Loan Party and each Subsidiary of any Loan Party owns, or is licensed to use, all Intellectual Property, and software, databases, works of authorship, inventions, and technology that embody or are covered by Intellectual Property (collectively, “Technology”), necessary for the conduct of its business as currently conducted.  No material claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or Technology by any Loan Party or its Subsidiaries or the validity or enforceability of any Intellectual Property owned by any Loan Party or its Subsidiaries, nor does the Borrower know of any valid basis for any such claim.  The conduct of the businesses of each Loan Party and each Subsidiary of any Loan Party as currently conducted, including without limitation the use of Intellectual Property and Technology by each Loan Party and each Subsidiary of any Loan Party, does not infringe, misappropriate or otherwise violate the rights of any Person in a manner which would reasonably be expected to have a Material Adverse Effect.  No Loan Party or Subsidiary of any Loan Party has any knowledge that any Person is infringing, misappropriating or otherwise violating any Intellectual Property of such Loan Party or such Subsidiary in a manner which would reasonably be expected to have a Material Adverse Effect.

(ssss)

Communications Regulatory Matters.   As of the Closing Date, Schedule 4.01(w) sets forth a true, correct and complete list of the following information for each License issued to, assigned or transferred to, or utilized by any Loan Party or its respective Subsidiaries (other than VITAL unless VITAL has become a wholly-owned Subsidiary of the Borrower):  the name of the licensee or franchisee, the type of service, the expiration date and the geographic area covered by such License.  Other than as set forth in Schedule 4.01(w), each License is held by a Loan Party or a wholly-owned Subsidiary of a Loan Party whose Equity Interests will be concurrent with the Closing Date subject to a valid and perfected, first priority Lien in favor of Secured Parties pursuant to the Security Agreement.

(i)

The Licenses are valid and in full force and effect without conditions except for such conditions as are generally applicable to holders of such Licenses.  Loan Parties and their respective Subsidiaries (other than VITAL unless VITAL has become a wholly-owned Subsidiary of the Borrower) are duly qualified to hold their respective Licenses and the Licenses are not subject to any transfer restrictions imposed by the FCC or any PUC.  Each Loan Party or Subsidiary of a Loan Party (other than VITAL unless VITAL has become a wholly-owned Subsidiary of the Borrower) holding a License has all requisite power and authority required under any Applicable Law (including the Communications Act and PUC Laws) to hold the Licenses and to own and operate the Communications Systems.  The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Systems in the same manner as they are presently operated.  No event has occurred and is continuing which could reasonably be expected to (i) result in the imposition of a material forfeiture or the suspension, revocation, termination or adverse modification of any such License or (ii) materially and adversely affect any rights of Loan Parties or their respective Subsidiaries (other than VITAL unless VITAL has become a wholly-owned Subsidiary of the Borrower) thereunder.  Neither the Loan Parties nor any of their Subsidiaries (other than VITAL unless VITAL has become a wholly-owned Subsidiary of the Borrower)

have reason to believe or have knowledge that any License will not be renewed in the ordinary course.  Neither the Loan Parties nor any of their respective Subsidiaries (other than VITAL unless VITAL has become a wholly-owned Subsidiary of the Borrower) are a party to any investigation, notice of apparent liability, notice of violation, order or complaint issued by or before the FCC, PUC or any applicable Governmental Authority, and there are no proceedings pending by or before the FCC, PUC or any applicable Governmental Authority which could in any manner threaten or adversely affect the validity of any License, other than, in each case, such matters as individually or collectively would not reasonably be expected to have a Material Adverse Effect.

(ii)

All of the material properties, equipment and systems owned, leased, subleased or managed by Loan Parties or their respective Subsidiaries (other than VITAL unless VITAL has become a wholly-owned Subsidiary of the Borrower) that are necessary to the Loan Parties business are, and all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear and casualty events excepted) and are and will be in compliance with all terms and conditions of the Licenses and all standards or rules imposed by any Governmental Authority or as imposed under any agreements with telecommunications companies and customers.  Each of Loan Parties and their respective Subsidiaries (other than VITAL unless VITAL has become a wholly-owned Subsidiary of the Borrower) has made all material filings which are required to be filed by it, paid all material franchise, license or other fees and charges related to the Licenses or which have become due pursuant to any Governmental Approval in respect of its business and has made appropriate provision as is required by GAAP for any such fees and charges which have accrued.

(tttt)

Each of Loan Parties and their respective Subsidiaries (other than VITAL unless VITAL has become a wholly-owned Subsidiary of the Borrower) have submitted all reports and paid all License, regulatory or other fees and charges which they have calculated in good faith as due to the FCC, any PUC or any fund established by the FCC or any PUC (including, without limitation, the Universal Service Administrative Company and any similar state universal service funds) pursuant to Applicable Law except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

(uuuu)

Sanctioned Persons.  None of the Loan Parties or any of their Subsidiaries nor, to the knowledge of the Borrower, any director, officer, agent, employee or Affiliate of any of the Loan Parties or any of their Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Borrower will not knowingly directly or indirectly use the proceeds of any Advance or any Letter of Credit or otherwise make available such proceeds to any Person for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

(vvvv)

Patriot Act.  Each of Loan Parties and their respective Subsidiaries is in compliance, in all material respects, with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating

thereto, and (b) the Patriot Act.  No part of the proceeds of the Advances will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977.

(wwww)

Qualified ECP Guarantor.  The Borrower is a Qualified ECP Guarantor.

(xxxx)

COVENANTS OF THE LOAN PARTIES

(yyyy)

Compliance with Laws, Etc.  Comply, and cause each of its Subsidiaries to comply, with all Applicable Laws (including, without limitation, all applicable PUC Law and the Communications Act) except where the failure to do so, either individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect.

(zzzz)

Payment of Taxes, Etc.  Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all material Taxes and (ii) all lawful claims that, if unpaid, might by law become a Lien (other than a Permitted Lien) upon its property; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to pay or discharge any such Taxes that are being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained in accordance with GAAP, unless and until any Lien (other than a Permitted Lien) resulting therefrom attaches to its property and becomes enforceable against its other creditors.

(aaaaa)

Compliance with Environmental Laws.  (i) Comply, and cause each of its Subsidiaries and all other Persons under the control of the Borrower or any of its Subsidiaries operating or occupying its properties to comply, with all applicable Environmental Laws and Environmental Permits except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect; (ii) obtain and renew, and cause each of its Subsidiaries to obtain and renew, all Environmental Permits necessary for its operations and properties except where the failure to so obtain or renew would not reasonably be expected to have a Material Adverse Effect; and (iii) conduct, and cause each of its Subsidiaries to conduct, any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to undertake any such investigation, study, sampling, testing, cleanup, removal, remedial or other action to the extent that (a) the failure to undertake such investigation, study, sampling, testing, cleanup, removal, remedial or other action

would not reasonably be expected to have a Material Adverse Effect or (b) its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances.

(bbbbb)

Maintenance of Insurance.  Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Borrower or such Subsidiary operates.

(ccccc)

Preservation of Corporate Existence, Etc.  Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d); and provided further that neither the Borrower nor any of its Subsidiaries shall be required to maintain the existence of any Immaterial Subsidiary or to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors (or equivalent body) of the Borrower or such Subsidiary shall determine that the maintenance or preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof, in light of the attendant circumstances, would not reasonably be expected to have a Material Adverse Effect.

(ddddd)

Visitation Rights.  Upon reasonable notice and at any reasonable time, permit any of the Agents or any of the Lender Parties, or any agents or representatives thereof, at their expense (so long as no Event of Default exists), to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries with any of their officers or directors and with their independent certified public accountants; provided that, during the continuance of an Event of Default, the Agents, Lender Parties, or agents or representatives thereof may conduct such examinations, visits and discussions without notice, at such times as they may specify, and at the expense of the Borrower.

(eeeee)

Keeping of Books.  Keep, and cause each of its Subsidiaries to keep, proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower and each such Subsidiary in accordance with generally accepted accounting principles in effect from time to time.

(fffff)

Maintenance of Properties, Etc.  Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties that are necessary to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and from time to time make or cause to be made all appropriate repairs, renewals and replacements thereof except where failure to do so would not materially and adversely affect the use of the related property.

(ggggg)

Transactions with Affiliates.  Conduct, and cause each of its Subsidiaries to conduct, all transactions otherwise permitted under the Loan Documents with any of their

Affiliates on terms that are fair and reasonable and no less favorable to the Borrower or such Subsidiary than it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate; provided, however, that this Section 5.01(i) shall not apply to (a) transactions permitted under Section 5.02(g)(iii), (b)(1) transactions with the Telecos to the extent otherwise provided in the Lumos Telephone Company Affiliates Agreement, the R&B Telephone Company Affiliates Agreement, and the amendments thereto, in each case that have been approved by the State Corporation Commission of the Commonwealth of Virginia or (2) other transactions with the Telecos on terms substantially similar to those contained in the documents referred to in clause (1) above that the State Corporation Commission of the Commonwealth of Virginia may approve from time to time, (c) transactions otherwise permitted under this Agreement the consideration for which paid by the Borrower is solely the Equity Interests of the Borrower and (d) transactions between the Borrower and any Subsidiary Guarantor or between Subsidiary Guarantors, to the extent otherwise permitted under this Agreement.

(hhhhh)

Covenant to Guarantee Obligations and Give Security.  Upon (x) the formation or acquisition of any new direct or indirect Subsidiary (other than an Excluded Subsidiary) by any Loan Party on or after the Closing Date, (y) any Excluded Subsidiary no longer being an Excluded Subsidiary on or after the Closing Date, or (z) the acquisition of any property by any Loan Party on or after the Closing Date having a value in excess of any threshold set forth in this clause (j) or the definition of “Material Owned Real Property” or “Material Real Property Lease” with respect to such property which property is not already subject to a perfected first priority security interest in favor of the Collateral Agent for the benefit of the Secured Parties demonstrated to the Collateral Agent’s reasonable satisfaction, then in each case at the Borrower’s expense:

(i)

in connection with the formation or acquisition of any such Subsidiary that is not an Excluded Subsidiary or upon any Excluded Subsidiary no longer being an Excluded Subsidiary, within 30 days after such formation or acquisition (or such longer period of time as the Administrative Agent shall agree to in writing), cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance satisfactory to the Collateral Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,

(ii)

within 30 days after such formation or acquisition or redesignation of any Excluded Subsidiary (or such longer period of time as the Administrative Agent shall agree to in writing), furnish to the Collateral Agent a description of the real and personal properties of such Subsidiary or the real and personal properties so acquired, in each case in detail reasonably satisfactory to the Collateral Agent,

(iii)

within 30 days (or such longer period of time as the Administrative Agent shall agree to in writing) after (a) such acquisition of property by any Loan Party, duly execute and deliver, and cause each Loan Party to duly execute and deliver, to the Collateral Agent such pledges, assignments, security agreement supplements, Intellectual Property security agreement supplements and other security agreements as specified by, and in form and substance reasonably satisfactory to, the Collateral Agent, securing payment of all the Obligations of such Loan Party under the Loan Documents and

constituting Liens on all such properties and (b) such formation or acquisition of any such new Subsidiary or redesignation of any Excluded Subsidiary, duly execute and deliver and cause each such Subsidiary to duly execute and deliver to the Collateral Agent pledges, assignments, security agreement supplements, Intellectual Property security agreement supplements and other security agreements as specified by, and in form and substance reasonably satisfactory to, the Collateral Agent, securing payment of all of the obligations of such Subsidiary under the Loan Documents; provided that (x) the stock of any Subsidiary held, directly or indirectly, by a CFC shall not be pledged, and (y) if such new property is Equity Interests in a CFC, no more than 66% of the total Voting Interests of the CFC shall be required to be pledged in favor of the Secured Parties,

(iv)

within 30 days (or such longer period of time as the Administrative Agent shall agree to in writing) after the acquisition of such property or such formation or acquisition or redesignation of any Excluded Subsidiary, take, and cause each Loan Party and each such newly acquired or newly formed Subsidiary (other than an Excluded Subsidiary), or any Excluded Subsidiary that is no longer an Excluded Subsidiary, to take, whatever action (including, without limitation, the filing of Uniform Commercial Code financing statements and fixture filings, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the pledges, assignments, security agreement supplements, Intellectual Property security agreement supplements and security agreements delivered pursuant to this Section 5.01(j) (including, without limitation, clause (iii) hereof), enforceable against all third parties in accordance with their terms,

(v)

within 30 days (or such longer period of time as the Administrative Agent shall agree to in writing) after the acquisition of such property or such formation or acquisition or redesignation of an Excluded Subsidiary, deliver to the Collateral Agent, upon the request of the Collateral Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Collateral Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Collateral Agent (provided that ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP is acceptable) as to (1) the matters contained in clauses (i), (iii) and (iv) above, (2) such guaranties, guaranty supplements, pledges, assignments, security agreement supplements, Intellectual Property security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, (3) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, (4) matters of corporate formalities as the Collateral Agent may reasonably require and (5) such other matters as the Collateral Agent may reasonably request,

(vi)

within 60 days (or such longer period of time as the Administrative Agent shall agree to in writing) after (a) such acquisition of property by any Loan Party, duly execute and deliver, and cause each Loan Party to duly execute and deliver, to the Collateral Agent such Mortgages and other security agreements as specified by, and in form and substance reasonably satisfactory to, the Collateral Agent, securing payment of

all the Obligations of such Loan Party under the Loan Documents and constituting Liens on all such properties and (b) such formation or acquisition of any such new Subsidiary or redesignation of any Excluded Subsidiary, duly execute and deliver and cause each such Subsidiary to duly execute and deliver to the Collateral Agent Mortgages, Mortgage Related Deliveries and other security agreements as specified by, and in form and substance reasonably satisfactory to, the Collateral Agent, securing payment of all of the obligations of such Subsidiary under the Loan Documents; provided that (w) any real property which is not Material Owned Real Property shall not be required to be mortgaged, (x) any lease, sublease or license of real property which is not a Material Real Property Lease shall not be required to be mortgaged, (y) the Administrative Agent may in its reasonable discretion exclude any Material Real Property Lease from the requirements of this Section 5.01(j) if the applicable Loan Party does not reasonably expect to remain the lessee or licensee of such real property for a period of more than 24 months, and (z) if the applicable Loan Party is not able to obtain the necessary third-party consents to mortgage any Material Real Property Lease after using commercially reasonable efforts to obtain such consents (determined in the reasonable discretion of the Administrative Agent) such Material Real Property Lease shall be excluded from the requirements of this Section 5.01(j).

(vii)

within 60 days (or such longer period of time as the Administrative Agent shall agree to in writing) after the acquisition of such property or such formation or acquisition or redesignation of any Excluded Subsidiary, take, and cause each Loan Party and each such newly acquired or newly formed Subsidiary (other than an Excluded Subsidiary), or any Excluded Subsidiary that is no longer an Excluded Subsidiary, to take, whatever action (including, without limitation, the recording of Mortgages, the filing of fixture filings, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Collateral Agent to perfect the Liens on the properties granted in favor of the Collateral Agent (or in any representative of the Collateral Agent designated by it) pursuant to the Mortgages delivered pursuant to this Section 5.01(j) (including, without limitation, clause (vi) hereof),

(viii)

within 60 days (or such longer period of time as the Administrative Agent shall agree to in writing) after the acquisition of such property or such formation or acquisition or redesignation of an Excluded Subsidiary, deliver to the Collateral Agent, upon the request of the Collateral Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Collateral Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Collateral Agent (provided that ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP is acceptable) as to (1) the matters contained in clauses (vi) and (vii) above, (2) such Mortgages and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, as to the matters contained in clause (vii) above, (3) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and (4) such other matters as the Collateral Agent may reasonably request,

(ix)

as promptly as practicable after such acquisition of property or such formation or acquisition or redesignation of an Excluded Subsidiary, deliver to the

Collateral Agent with respect to each parcel of real property subject to a Material Real Property Lease or constituting Material Owned Real Property owned, held or leased by any Loan Party or any newly acquired or newly formed Subsidiary (other than an Excluded Subsidiary) such Mortgage Related Deliveries as requested by the Collateral Agent in its reasonable discretion, each in scope, form and substance reasonably satisfactory to the Collateral Agent in its reasonable judgment, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent, and

(x)

within 30 days (or such longer period of time as the Administrative Agent shall agree to in writing) after (a) the opening of any deposit account or securities account (other than an Permitted Unblocked Account), or (b) the formation or acquisition of a new Subsidiary (other than an Excluded Subsidiary) with deposit accounts or securities accounts (other than any Permitted Unblocked Account), or (c) the redesignation of any Excluded Subsidiary with deposit accounts or securities accounts as no longer being an Excluded Subsidiary, deliver to the Collateral Agent a fully executed deposit account control agreement and/or securities account control agreement for each such account that is not an Permitted Unblocked Account, in each case to the extent required by the Security Agreement.

(iiiii)

Further Assurances.   Promptly upon request by any Agent, or any Lender Party through the Administrative Agent, correct, and cause each of its Subsidiaries (other than the Excluded Subsidiaries that are not Negative Pledgors or Contingent Loan Parties and, unless VITAL has become a direct or indirect wholly-owned Subsidiary of the Borrower, VITAL) promptly to correct, any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and

(i)

Promptly upon the formation or acquisition of any new direct or indirect Subsidiary that is a Teleco (other than an Immaterial Subsidiary) by any Loan Party on or after the Closing Date, within 60 days (or such longer period of time as the Administrative Agent shall agree to in writing) after such formation or acquisition, cause each such Subsidiary to duly execute and deliver to the Collateral Agent a negative pledge agreement or negative pledge agreement supplement, in form and substance satisfactory to the Collateral Agent and, upon the request of the Collateral Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Collateral Agent and the other Secured Parties, of counsel for such Teleco reasonably acceptable to the Collateral Agent, and

(ii)

Promptly upon request by any Agent, or any Lender Party through the Administrative Agent, do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, security agreements, control agreements, Mortgages, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as any Agent, or any Lender Party through the Administrative Agent, may reasonably require

from time to time in order to (a) carry out more effectively the purposes of the Loan Documents, (b) to the fullest extent permitted by Applicable Law, on or after the Closing Date, subject any Loan Party’s or any of such Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (c) perfect on the Closing Date and maintain thereafter the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (d) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of such Subsidiaries is or is to be a party, and cause each of such Subsidiaries (other than an Excluded Subsidiary that is not a Negative Pledgor) to do each of the foregoing.

(jjjjj)

Preparation of Environmental Reports.  At the request of the Administrative Agent or the Collateral Agent at any time during the continuance of an Event of Default or after a notice of violation or alleged violation of any applicable Environmental Law has been received by a Loan Party or a Subsidiary of a Loan Party from a Governmental Authority and not finally resolved pursuant to which the Loan Party or the Subsidiary of a Loan Party is reasonably likely to incur liability in excess of $1,000,000, provide to the Lender Parties within 60 days (or such longer period of time as the Administrative Agent shall agree to in writing) after such request, at the expense of the Borrower, an environmental site assessment report for any of its or its Subsidiaries’ properties described in such notice, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent or the Collateral Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such properties; without limiting the generality of the foregoing, if the Administrative Agent or the Collateral Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent or the Collateral Agent may retain an environmental consulting firm to prepare such report at the expense of the Borrower, and the Borrower hereby grants and agrees to cause any Subsidiary that owns any property described in such request to grant at the time of such request to the Agents, the Lender Parties, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment.

(kkkkk)

Compliance with Terms of Leaseholds.  Make all payments and otherwise perform all obligations in respect of all leases of real property to which the Borrower or any of its Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled except in accordance with their terms or in the ordinary course of business, notify the Administrative Agent of any default by any party with respect to such leases and cooperate with the Administrative Agent in all respects to cure any such default, and cause each of its Subsidiaries to do so, except, in each case, where the failure to do so, either individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect; provided however, such exception shall not exclude any Material Real Property Lease from this Section 5.01(m).

(lllll)

Interest Rate Hedging.  Have in place on and after the 90th day following the Closing Date (or such longer period of time as the Administrative Agent shall agree to in writing) interest rate Hedge Agreements with Persons reasonably acceptable to the Administrative Agent to the extent necessary to provide that at least 50% of the aggregate principal amount of the Term A Advances and Term B Advances (adjusted to take into account the amortization of the Term Advances) is subject to either a fixed interest rate or interest rate protection until December 31, 2015, on terms reasonably acceptable to the Administrative Agent.

(mmmmm)

Telecos.  To the extent permitted by Applicable Law, cause the Telecos to pay quarterly cash dividends, directly or indirectly, to the Borrower no later than fifteen days after the end of each fiscal quarter an amount for each Teleco not to exceed its Distributable Cash Flow for such fiscal quarter; provided, that, notwithstanding the foregoing, subject to the second proviso hereof, during the period commencing on July 1, 2012 and ending on the date of Project Completion (such period, the “Dividend Restriction Period”), Lumos Telephone Inc. shall not be required to pay any dividends; provided further, that (x) Lumos Telephone Inc. shall immediately pay any dividend to the Borrower that it would otherwise be required to pay in accordance with this Section 5.01(o) but for the application of the immediately preceding proviso upon receipt of RUS’s consent or if the restrictions on dividends contained in Section 7.7 of the RUS Grant and Security Agreement cease to apply or such dividend is otherwise permitted by the RUS Grant and Security Agreement, and (y) without limiting the generality of the foregoing clause (x), no later than fifteen days after the restrictions on dividends contained in Section 7.7 of the RUS Grant and Security Agreement cease to apply or such dividend is otherwise permitted by the RUS Grant and Security Agreement, Lumos Telephone Inc. shall pay cash dividends to the Borrower in an amount equal to the amount it would have otherwise been required to pay (but did not otherwise pay) in accordance with this Section 5.01(o) but for the application of the immediately preceding proviso for each month ending during the Dividend Restriction Period.

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Collateral Account and L/C Collateral Account. The Borrower shall maintain at all times (i)  a cash collateral account (the “Collateral Account”) with the Administrative Agent or another depository designated by the Administrative Agent for purposes of Section 2.06(b)(vi) and other applicable provisions of this Agreement, and (ii)  a cash collateral account (the “L/C Collateral Account”) with the Administrative Agent or another depository designated by the Administrative Agent for purposes of Sections 2.06(b), 2.11(f), and 6.02 and other applicable provisions of this Agreement. 

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Post-Closing Letter.  Within the time specified in the Post-Closing Letter, the Borrower shall deliver to the Administrative Agent such items as are specified in the Post-Closing Letter.

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CoBank Equity.   Acquire, on the Closing Date and for so long as CoBank is a Lender hereunder, equity in CoBank in such amounts and at such times as CoBank may require in accordance with CoBank’s Bylaws and Capital Plan (as each may be amended from time to time), except that the maximum amount of equity that the Borrower may be required to purchase in CoBank in connection with the Advances made by CoBank hereunder may not exceed the maximum amount permitted by CoBank’s Bylaws and Capital Plan at the time this Agreement is entered into.  The Borrower acknowledges receipt of a copy of (i) CoBank’s most recent annual report, and if more

recent, CoBank’s latest quarterly report, (ii) CoBank’s Notice to Prospective Stockholders and (iii) CoBank’s Bylaws and Capital Plan, which describe the nature of all of Borrower’s stock and other equities in CoBank acquired in connection with its patronage loan from CoBank (the “CoBank Equities”) as well as capitalization requirements, and agrees to be bound by the terms thereof.

(i)

Each party hereto acknowledges that CoBank’s Bylaws and Capital Plan (as each may be amended from time to time) shall govern (x) the rights and obligations of the parties with respect to the CoBank Equities and any patronage refunds or other distributions made on account thereof or on account of Borrower’s patronage with CoBank, (y) Borrower’s eligibility for patronage distributions from CoBank (in the form of CoBank Equities and cash) and (2) patronage distributions, if any, in the event of a sale of a participation interest.  CoBank reserves the right to assign or sell participations in all or any part of its Advances or Commitments on a non-patronage basis.

(ii)

Each party hereto acknowledges that CoBank has a statutory first lien pursuant to the Farm Credit Act of 1971 (as amended from time to time) on all CoBank Equities that the Borrower may now own or hereafter acquire, which statutory lien shall be for CoBank’s sole and exclusive benefit.  The CoBank Equities shall not constitute security for the Secured Obligations due to any other Secured Party.  To the extent that any of the Loan Documents create a Lien on the CoBank Equities or on patronage accrued by CoBank for the account of the Borrower (including, in each case, proceeds thereof), such Lien shall be for CoBank’s sole and exclusive benefit and shall not be subject to pro rata sharing hereunder.  Neither the CoBank Equities nor any accrued patronage shall be offset against the Secured Obligations except that, in the event of an Event of Default, CoBank may elect at CoBank’s sole discretion to apply the cash portion of any patronage distribution or retirement of equity to amounts due under this Agreement.  The Borrower acknowledges that any corresponding tax liability associated with such application is the sole responsibility of the Borrower.  CoBank shall have no obligation to retire the CoBank Equities upon any Default or any other default by the Borrower or at any other time, either for application to the Secured Obligations or otherwise.

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Material Contracts.  Use, and cause its Subsidiaries to use, commercially reasonable efforts to not enter into any Material Contract or modification to a Material Contract if the terms of such Material Contract or such modification (i) prohibit the collateral assignment of any Loan Party’s rights and interest thereunder or (ii) provide that a change of control by any Loan Party or any Subsidiary of a Loan Party would be an event of default as to any Loan Party or any Subsidiary of a Loan Party under such Material Contract.

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Investment Company Act.  Will, and will cause its Subsidiaries, to not be or become an “investment company” as that term is defined in and to not be otherwise subject to regulation under, the Investment Company Act of 1940.

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ERISA.  Will cause, and will cause each of its Subsidiaries and ERISA Affiliates to cause, the administrator or sponsor of any Plan that is intended to qualify under Section 401(a) of the Code, to apply for and take commercially reasonable steps to obtain a

favorable determination letter with respect to such Plan within the period provided by applicable laws, rules and regulations, unless the Plan was adopted by means of a master or prototype plan that has received a favorable opinion letter from the IRS upon which each administrator and sponsor of the Plan are entitled to rely.

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Use of Proceeds.  Will use the proceeds of the Advances, and will cause any of its Subsidiaries who receive (directly or indirectly) proceeds of the Advances to use such proceeds, solely as described in Section 2.14.  No part of any Advance will be used (directly or indirectly) to purchase, carry or trade any Margin Stock or Margin Security or otherwise in violation of any of the regulations of the Board of Governors.

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Commodity Exchange Act Keepwell Provisions.  Each Loan Party that is a Qualified ECP Guarantor shall provide such funds or other support as may be needed from time to time by each other Loan Party in order for such other Loan Party to honor its obligations (a) under Swap Obligations to which such other Loan Party is a party and (b) under the Guaranty provided herein and under the other Loan Documents including Obligations with respect to Swap Obligations (provided, however, that each Loan Party shall only be liable under this Section 5.01(w) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.01(w), or otherwise under this Agreement or any Loan Document, as they relate to such other Loan Parties, voidable under Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount).  The obligations of the Loan Parties that are Qualified ECP Guarantors under this Section 5.01(w) shall remain in full force and effect until all Obligations are paid in full to the Lenders, the Administrative Agent and all other Persons to which Obligations are owing and all of the Lenders’ Commitments are terminated.  The Loan Parties intend that this Section 5.01(w) constitute, and this Section 5.01(w) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

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Liens, Etc.  Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except:

(i)

Liens created under the Loan Documents;

(ii)

Permitted Liens;

(iii)

Liens existing on the Closing Date and listed on Schedule 5.02(a); provided that no such existing Lien which constitutes a purchase money Lien or arises in connection with a Capitalized Lease will encumber any Collateral or assets other than the assets acquired, constructed or improved with the proceeds thereof or the assets subject to such Capitalized Lease, together with the products and proceeds thereof;

(iv)

purchase money Liens upon or in real property, equipment and related assets acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(ii) at any time outstanding;

(v)

Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(ii)(y); provided that no such Lien shall extend to or cover any Collateral or assets other than the assets subject to such Capitalized Leases and shall not exceed the amount permitted under Section 5.02(b)(ii);

(vi)

so long as no Default has occurred and is continuing or would result from such replacement, extension or renewal, the replacement, extension or renewal of any Lien permitted by this Section 5.02(a) upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby, in each case subject to any restrictions specified in such clauses;

(vii)

CoBank’s statutory Lien on the Permitted CoBank Investment;

(viii)

Liens in favor of RUS pursuant to the RUS Grant and Security Agreement;

(ix)

Liens arising in connection with Debt permitted under Section 5.02(b)(iv); provided that no such Lien shall extend to or cover any Collateral or assets other than such insurance policies;

(x)

Liens on assets that may be deemed to exist by reason of contractual provisions that restrict the ability of the Borrower or any of its Subsidiaries from granting or permitting to exist Liens on such assets to the extent such restrictions are permitted by Section 5.02(k) and (m);

(xi)

Liens in favor of the trustee under any indenture (as provided for therein) or administrative agent under any credit agreement (as provided for therein) on money or property held or collected by the trustee or administrative agent thereunder in its capacity as such in connection with the defeasance or discharge of Debt thereunder, so long as the payment of such money or property to such trustee or administrative agent would be permitted by the Loan Documents;

(xii)

Liens on money or property constituting proceeds of any Debt incurred to fund any acquisition of assets or Equity Interests, to the extent that such proceeds are held in escrow pending the closing of such acquisition, so long as such Debt and such acquisition would be permitted by the Loan Documents; and

(xiii)

Other Liens securing obligations not in excess of $5,000,000 at any time outstanding, provided that (x) no Default would result from the incurrence, creation, or sufferance to exist of such Liens and (y) no such Lien shall extent to or cover any Equity Interests or assets of any of the Negative Pledgors.

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Debt.  Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except:

(i)

Debt under the Loan Documents;

(ii)

(x) Debt secured by Liens permitted by Section 5.02(a)(iv), (y) Capitalized Leases and (z) unsecured Debt; provided that, the sum of clauses (x), (y) and (z) shall not exceed in the aggregate $10,000,000 at any time outstanding;

(iii)

Debt owed to the Borrower or a Subsidiary of the Borrower, which Debt shall (x) in the case of Debt owed to a Loan Party, constitute Pledged Debt, (y) be on subordination terms acceptable to the Administrative Agent and (z) be otherwise permitted under the provisions of Section 5.02(f);

(iv)

Debt incurred to pay premiums for insurance policies maintained by the Borrower or its Subsidiaries in the ordinary course of business not exceeding the aggregate amount of such unpaid premiums;

(v)

Contingent Obligations with respect to bonds issued to support workers’ compensation, unemployment or other insurance or self-insurance obligations, and similar obligations, in each case incurred by the Borrower and its Subsidiaries in the ordinary course of business;

(vi)

Debt in the form of any earnout or other similar contingent payment obligation incurred in connection with an acquisition permitted hereunder;

(vii)

Other unsecured Debt of the Borrower and its Subsidiaries incurred or assumed after the Closing Date; provided, that immediately after giving effect to the incurrence or assumption of such Debt, (a) no Default or Event of Default shall have occurred and be continuing or would result from such incurrence or assumption and the anticipated use of proceeds thereof; (b) all Net Cash Proceeds of any such Debt are used

to make a purchase or acquisition permitted by Section 5.02(f)(vi); and (c) the outstanding aggregate principal amount at any time of any such unsecured Debt shall not exceed the then current Flex-Debt Amount;

(viii)

Contingent Obligations of any Loan Party in respect of any Debt of any other Loan Party or any Subsidiary of a Loan Party that is permitted under this Agreement;

(ix)

Debt in respect of take-or-pay contracts entered into in the ordinary course of business;

(x)

Debt in respect of Hedge Agreements permitted by Section 5.02(l);

(xi)

Debt arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any such obligations of the Borrower or any of its Subsidiaries pursuant to such agreements, in each case incurred in connection with the disposition of any business, assets or Subsidiary (other than Guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by the Borrower or any Subsidiary thereof in connection with such disposition;

(xii)

Debt arising from the honoring by a bank or other financial institution of a check, draft, or similar instrument drawn against insufficient funds in the ordinary course of business; provided however, that such Debt is extinguished promptly after its incurrence;

(xiii)

Debt of the Borrower in respect of a letter of credit issued pursuant to any letter of credit facility, including any Debt constituting reimbursement obligations with respect to trade letters of credit issued in the ordinary course of business, in an amount not to exceed $2,000,000 in the aggregate for all such Debt; provided that, upon the drawing of any such letter of credit or the incurrence of any such Debt constituting reimbursement obligations, such amount is reimbursed within 30 days following such drawing or incurrence; and

(xiv)

Debt existing on the Closing Date and listed on Schedule 5.02(b).

(xxxxx)

Change in Nature of Business.  Make, or permit any of its Subsidiaries to make, any material change in the nature of its business as carried on at the date hereof other than a Related Business.

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Mergers, Etc.  Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that:

(i)

any Subsidiary of the Borrower may merge into or consolidate with any other Subsidiary of the Borrower; provided that (x) in the case of any such merger or consolidation to which a wholly-owned Subsidiary is a party, the Person formed by such merger or consolidation shall be a wholly-owned Subsidiary of the Borrower, (y) in the case of any such merger or consolidation to which a non-wholly owned Subsidiary is a party, the direct owner of such non-wholly owned Subsidiary shall not have a lesser percentage of ownership in the Person formed by such merger or consolidation than such direct owner had in the non-wholly owned Subsidiary prior to the merger or consolidation, and (z) in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by or surviving such merger or consolidation shall be a Subsidiary Guarantor;

(ii)

in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with such Subsidiary of the Borrower; provided that the Person surviving such merger shall be a Subsidiary of the Borrower; provided further that, in the case of any merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by or surviving such merger or consolidation shall be a Subsidiary Guarantor; and

(iii)

in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with such Subsidiary of the Borrower;