THIRD AMENDMENT AND CONFIRMATION AGREEMENT

Exhibit 10.1

Execution Version

THIRD AMENDMENT AND CONFIRMATION AGREEMENT

This THIRD AMENDMENT AND CONFIRMATION AGREEMENT (this “Agreement”) is entered into as of April 10, 2019, among ATN INTERNATIONAL, INC. (formerly known as Atlantic Tele-Network, Inc.), a Delaware corporation (“Borrower”), each of the subsidiaries of Borrower identified as guarantors on the signature pages hereto (individually, a “Guarantor” and, collectively, the “Guarantors”; and together with Borrower, individually a “Loan Party” and, collectively, the “Loan Parties”), COBANK, ACB, as Administrative Agent (“Administrative Agent”), and each of the financial institutions executing this Agreement and identified as a Lender on the signature pages hereto (collectively, the “Lenders”).

RECITALS

WHEREAS, Borrower, the Guarantors and the Lenders (as defined therein) have entered into that certain Fourth Amended and Restated Credit Agreement, dated as of December 19, 2014, as amended or modified by, as applicable, (i) that certain Amendment, Consent and Confirmation Agreement, dated as of January 11, 2016, by and among Borrower, Administrative Agent, the guarantors party thereto and the lenders party thereto, (ii) that certain Consent Agreement, dated as of February 21, 2017, among Borrower, Administrative Agent, the guarantors party thereto and the lenders party thereto, (iii) that certain Second Amendment and Confirmation Agreement, dated as of April 14, 2017, by and among Borrower, Administrative Agent, the guarantors party thereto and the lenders party thereto, and (iv) that certain Joinder Agreement, dated as of April 10, 2019, among the New Subsidiaries (as defined therein), the Guarantors (as defined therein), the Pledgors (as defined therein), Borrower and Administrative Agent (as so amended and modified, and as amended, modified, supplemented, extended or restated from time to time, the “Credit Agreement”); and

WHEREAS, Borrower has requested and the Lenders have agreed, subject to the terms and conditions provided herein, to certain amendments with respect to the Loan Documents as more fully described herein.

NOW, THEREFORE, in consideration of the foregoing and the agreements set forth in this Agreement, each of Borrower, the Guarantors and the Lenders hereby agrees as follows:

SECTION 1.  Defined Terms.  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement (for the avoidance of doubt, after giving effect to the amendments in Section 2).

SECTION 2.  Amendments.  Effective as of the Amendment Effective Date, the parties hereto hereby agree to amend the Loan Documents, as follows:

(A)          Amended Credit Agreement.  The Credit Agreement (exclusive of the Schedules and Exhibits thereto) is hereby amended as indicated on the marked document attached hereto as Schedule A.

(B)          Amended Schedules to Credit Agreement.  The Schedules to the Credit Agreement are hereby amended by replacing them in their entirety with the Schedules attached hereto as Schedule B.

(C)          Amended Exhibits to Credit Agreement.  The Exhibits to the Credit Agreement are hereby amended by replacing them in their entirety with the Exhibits attached hereto as Schedule C.

SECTION 3.  No Novation.  This Agreement shall not constitute a novation of the Credit Agreement or any other Loan Document.  Except as expressly provided in this Agreement, the execution and delivery of this Agreement does not and will not amend, modify or supplement any provision of, or constitute a consent to or a waiver of any noncompliance with the provisions of, the Loan Documents, and the Loan Documents shall remain in full force and effect.  On and after the effectiveness of this Agreement, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the “Credit Agreement”, shall mean and be a reference to the Credit Agreement, as amended by this Agreement.

SECTION 4.  Representations and Warranties.  In order to induce Administrative Agent and the Lenders to agree to the amendments in Section 2, each Loan Party hereby jointly and severally represents and warrants as follows:

(A)          Such Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform this Agreement in accordance with its terms.  This Agreement has been duly executed and delivered by such Loan Party and is a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and general principles of equity.

(B)          The execution, delivery and performance of this Agreement in accordance with its terms do not and will not, by the passage of time, the giving of notice or otherwise,

(1)          require any Governmental Approval (except as previously obtained) or violate any Applicable Law relating to such Loan Party;

(2)          materially conflict with, result in a material breach of or constitute a material default under the organizational documents of such Loan Party;

(3)          conflict with, result in a breach of or constitute a default under any Governmental Approval relating to such Person except as would not reasonably be expected to have a Material Adverse Effect; or

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(4)          result in or require the creation or imposition of any Lien (except as permitted by the Loan Documents) upon or with respect to any property now owned or hereafter acquired by such Loan Party.

(C)          The representations and warranties of such Loan Party set forth in the Loan Documents (after giving effect to the amendments in Section 2) are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, provided, that such representations and warranties (i) that relate solely to an earlier date are true and correct as of such earlier date and (ii) are true and correct in all respects if they are qualified by a materiality standard.

(D)          No Default or Event of Default has occurred and is continuing or would be reasonably expected to result after giving effect to the amendments described in Section 2.

SECTION 5.  Borrower Confirmations.  Borrower hereby confirms and agrees that (a) each Security Document is and shall continue to be in full force and effect, and (b) the obligations secured by each such document include any and all obligations of the Loan Parties to the Secured Parties under the Credit Agreement as amended hereby.

SECTION 6.  Guarantor Confirmations.  Each of the Guarantors hereby confirms and agrees that (a) its guarantee contained in the Credit Agreement and each Security Document to which it is a party is and shall continue to be in full force and effect, and (b) the obligations guaranteed or secured by each such applicable document include any and all obligations of the Loan Parties to the Secured Parties under the Credit Agreement as amended hereby.

SECTION 7.  Conditions to Effectiveness.  This Agreement shall become effective on such date (herein called the “Amendment Effective Date”) when each of the following conditions shall have been met:

(A)          Agreement.  Administrative Agent shall have received counterparts of this Agreement duly executed and delivered on behalf of each Loan Party, the Administrative Agent and the Lenders.

(B)          Delivery of Notes.  To the extent requested, each Lender shall have received a Note in an amount equal to such Lender’s Revolver Loan Commitment, after giving effect to this Agreement, dated the Amendment Effective Date, duly executed and delivered by the Borrower.

(C)          No Default.  No Default or Event of Default shall have occurred and be continuing.

(D)          Representations and Warranties.  The representations and warranties in Section 4 shall be true and correct as of the Amendment Effective Date.

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(E)          Certificates of Secretaries of the Loan Parties.  Administrative Agent shall have received a certificate of the secretary, assistant secretary or officer of each Loan Party, dated as of the Amendment Effective Date, on behalf of such Loan Party and in form and substance reasonably satisfactory to Administrative Agent, (i) attaching (I) certified copies of its articles of incorporation, organization or formation, as the case may be, (II) its bylaws, partnership agreement or operating agreement, as the case may be, and (III) a true and complete copy of resolutions or consents duly adopted by the board of directors, members or managers of such Loan Party, as applicable, authorizing the execution, delivery and performance of this Agreement and the other documents executed in connection herewith; and (ii) certifying as to the incumbency and genuineness of the signature of each officer of such Loan Party executing this Agreement and any other Loan Documents.

(F)           Certificates of Good Standing.  Administrative Agent shall have received certificates of the good standing of each Loan Party, in each case, dated as of a recent date, under the laws of its respective jurisdiction of incorporation, organization or formation and in such other jurisdictions where such Loan Party has material assets or where the failure of such Loan Party to be in good standing would reasonably be expected to have a Material Adverse Effect.

(G)          Opinions of Counsel.  Administrative Agent shall have received favorable opinions of legal counsel to the Loan Parties addressed to Administrative Agent and Lenders, dated as of the Amendment Effective Date, covering such matters as may be reasonably requested by Administrative Agent, including this Agreement and any other documents executed in connection herewith, the Security Interest, due authorization and other corporate matters and which are reasonably satisfactory in form and substance to Administrative Agent.

(H)          Lien Searches Against Loan Parties.  The Administrative Agent shall have received the results of searches for any effective UCC financing statements, tax Liens and judgment Liens filed against the Loan Parties as may be reasonably requested by the Administrative Agent.

(I)            Officer’s Certificate.  Administrative Agent shall have received a certificate from the chief executive officer, chief operating officer or chief financial officer of Borrower on behalf of Borrower and in form and substance reasonably satisfactory to Administrative Agent, to the effect that, to their knowledge, after giving effect to this Agreement, all representations and warranties of the Loan Parties and their respective Subsidiaries contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects; that, after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing; that the Loan Parties and their respective Subsidiaries have satisfied each of the conditions to the Amendment Effective Date to be satisfied by them hereby; and listing all Excluded Subsidiaries, Restricted Subsidiaries, and Unrestricted Subsidiaries as of the Amendment Effective Date.

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(J)           Consents.

(1)          Governmental Approvals.  The Loan Parties shall have delivered to Administrative Agent evidence that all required material permits, and authorizations, if any, of all Governmental Authorities, including the FCC and all applicable PUCs, necessary to consummate the transactions contemplated by this Agreement and the other documents executed in connection herewith shall have been obtained and shall be in full force and effect.

(2)          No Injunction, Etc.  No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, nor any adverse ruling received from, any Governmental Authority to enjoin, restrain or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other documents executed in connection herewith or the consummation of the transactions contemplated hereby or thereby, and which, if adversely determined, would make it inadvisable (as determined by Administrative Agent in its reasonable discretion) to consummate the transactions contemplated by this Agreement and the other documents executed in connection herewith.

(K)          Litigation, Investigations, Audits, Etc.  There shall be no action, suit, proceeding or investigation pending against, or, to the knowledge of any Loan Party, threatened against any Loan Party, any of its respective Subsidiaries or any of its respective properties, including the Material Licenses, in any court or before any arbitrator of any kind or before or by any Governmental Authority (including the FCC and any applicable PUC), except such as affect the telecommunications industry generally or, if adversely determined, would not reasonably be expected to have a Material Adverse Effect.

(L)          Fees.  Administrative Agent shall have received for its own account and the account of the Lenders all fees, costs and expenses due and payable pursuant to that certain Fee Letter, dated as of February 6, 2019.

(M)         Anti-Terrorism; Beneficial Ownership.  The Lenders shall have received (i) all documentation and other information requested by (or on behalf of) any Lender in order to comply with Anti-Corruption Laws, Anti-Terrorism Laws, and Sanctions, and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification.

SECTION 8.  Insurance. Promptly after the Amendment Effective Date, but no later than 90 days after the Amendment Effective Date (or such other date as agreed to in writing by Administrative Agent in its sole discretion), Administrative Agent shall receive evidence satisfactory to it that the Loan Parties are in compliance with Subsection 2.2 of the Credit Agreement.

SECTION 9.  Costs and Expenses.  Borrower agrees to pay to Administrative Agent, on demand, all reasonable and documented out-of-pocket costs and expenses incurred by

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Administrative Agent, including, without limitation, the reasonable and documented fees and expenses of one counsel retained by Administrative Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement and all other instruments and documents contemplated hereby.

SECTION 10.  Counterparts.  This Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original and shall be binding upon all parties and their respective permitted successors and assigns, and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 11.  Governed under Provisions of Credit Agreement.  This Agreement shall be governed by and shall be construed and enforced in accordance with all provisions of the Credit Agreement, including the governing law provisions thereof.

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Witness the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above.

BORROWER:

GUARANTORS:

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SCHEDULE A

Amended Credit Agreement

[attached]

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Conformed through Third Amendment and
Confirmation Agreement, dated as of April 10, 2019

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

dated as of December 19, 2014,

among

ATLANTIC TELE-NETWORKATN INTERNATIONAL, INC.,

as Borrower,

each of the

GUARANTORS

referred to herein,

COBANK, ACB,

as Administrative Agent, Lead Arranger, Bookrunner, Swingline Lender and an Issuing Lender,

FIFTH THIRD BANK

as a Joint Lead Arranger,

MUFG UNION BANK, N.A.,

as a Joint Lead Arranger and an Issuing Lender,

and

the Lenders referred to herein

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TABLE OF CONTENTS

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iv

SCHEDULES

EXHIBITS

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INDEX OF DEFINED TERMS

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INDEX OF DEFINED TERMS

(Continued)

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INDEX OF DEFINED TERMS

(Continued)

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INDEX OF DEFINED TERMS

(Continued)

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INDEX OF DEFINED TERMS

(Continued)

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INDEX OF DEFINED TERMS

(Continued)

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FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of December 19, 2014 (the “Fourth Amendment and Restatement Date”), among ATLANTIC TELE-NETWORK, INC.ATN INTERNATIONAL, INC. (formerly known as Atlantic Tele-Network, Inc.), a Delaware corporation (“Borrower”), each of the Subsidiaries of Borrower which is or hereafter becomes a guarantor of the Secured Obligations (individually, a “Guarantor” and, collectively, the “Guarantors”; and, together with Borrower, individually, a “Loan Party” and, collectively, the “Loan Parties”), COBANK, ACB (individually, “CoBank”), as Administrative Agent, Bookrunner, Lead Arranger, Swingline Lender, an Issuing Lender and a Lender, FIFTH THIRD BANK, as a Joint Lead Arranger and a Lender, MUFG UNION BANK, N.A., as a Joint Lead Arranger, an Issuing Lender and a Lender, and the other Lenders.  Capitalized terms used and not otherwise defined herein shall have the meanings given to them in Subsection 10.1.

R E C I T A L S:

WHEREAS, Borrower, Administrative Agent and the Lenders thereunder previously entered into a Credit Agreement, dated as of September 10, 2008, as amended from time to time, as amended and restated pursuant to that certain Amended and Restated Credit Agreement dated as of January 20, 2010 (as amended, the “Initial Credit Agreement”), pursuant to which certain lenders extended certain financial accommodations to Borrower consisting of a Term Loan A facility (the “Initial Term Loan A”), a Term Loan B facility (the “Initial Term Loan B”) and a revolver facility (the “Initial Revolver Facility”), the proceeds of which were for working capital, to finance capital expenditures, to finance certain Permitted Acquisitions and Investments (each as defined therein) permitted thereunder, to finance certain Restricted Junior Payments (as defined therein) permitted thereunder, to support the issuance of Letters of Credit, to repay the then existing debt of Borrower, to finance the Verizon Acquisition, to finance certain costs associated therewith and other lawful corporate purposes of Borrower and its Subsidiaries;

WHEREAS, Borrower, Administrative Agent and the Lenders under the Initial Credit Agreement and any additional Lenders thereunder entered into a Second Amended and Restated Credit Agreement, dated as of September 30, 2010 (as amended, the “Prior Credit Agreement”) pursuant to which the Initial Credit Agreement was amended and restated as described therein, including to add an Incremental Term Loan facility under the Initial Credit Agreement designated as the Term Loan C under the Prior Credit Agreement (the “Prior Term Loan C”), the proceeds of which Prior Term Loan C were used to refinance the Indebtedness extended pursuant to the Initial Credit Agreement pursuant to the Initial Revolver Facility and certain costs associated with the Prior Credit Agreement; and

WHEREAS, Borrower, Administrative Agent and the Lenders under the Prior Credit Agreement and any additional Lenders thereunder entered into a Third Amended and Restated Credit Agreement, dated as of May 18, 2012 (as amended, the “Existing Credit Agreement”) pursuant to which the Prior Credit Agreement was amended and restated as described therein, including to refinance the Initial Term Loan A, the Initial Term Loan B and the Prior Term Loan

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C pursuant to a Term Loan A-1 facility and a Term Loan A-2 facility under the Existing Agreement, both of which subsequently have been prepaid in full; and

WHEREAS, Borrower, Administrative Agent and the Lenders under the Existing Credit Agreement have agreed to amend and restate the Existing Credit Agreement as described herein; and

WHEREAS, the Loan Parties secured all of the Secured Obligations under the Initial Credit Agreement, the Prior Credit Agreement, the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) by granting to Administrative Agent, for the benefit of the Secured Parties, a first priority security interest in and lien upon all or substantially all of its respective then owned or thereafter acquired personal property (subject to the exceptions set forth in the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement)) and the Secured Obligations under this Agreement and the other Loan Documents continue to be secured by virtue of such grant.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree, and amend and restate the Existing Credit Agreement in its entirety, as follows:

SECTION 1
AMOUNTS AND TERMS OF REVOLVER FACILITY

1.1                               Revolver Facility.  Subject to the terms and conditions of this Agreement and in reliance upon the representations, warranties and covenants of the Loan Parties contained herein and in the other Loan Documents:

(A)                               Revolver Facility.  Each Revolver Lender, severally and not jointly, agrees to lend to Borrower, from time to time during the period commencing on the date all conditions precedent set forth in Subsections 7.1 and 7.2 are satisfied or waived as provided herein and ending on the Business Day immediately preceding the Revolver Expiration Date, its Pro Rata Share of each Revolver Loan (other than any Swingline Loan); provided that, no Revolver Lender shall be required at any time to lend more than its respective Pro Rata Share of the Revolver Loan Commitment; and provided further that, at any one time the aggregate principal amount of the Revolving Credit Obligations outstanding may not exceed the Revolver Loan Commitment.  Within the limits of and subject to the Available Revolver Loan Commitment, this Subsection 1.1 and Subsections 1.6, 1.7 and 1.8, amounts borrowed under this Subsection 1.1(A) may be repaid or prepaid and, at any time up to and including the Business Day immediately preceding the Revolver Expiration Date, reborrowed.

(B)                               Incremental Revolver Increases.

(i)                                     Following the Fourth Amendment and Restatement Date, Borrower may from time to time prior to the Revolver Expiration Date, propose an increase in the aggregate amount of the Revolver Loan Commitments (each, a “Revolver Increase”) by delivering a Notice of Revolver Facility Increase to Administrative Agent,

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specifying (subject to the restrictions set forth in Subsection 1.1(B)(ii)) therein (x) the amount of the requested Revolver Increase (which shall be in a minimum principal amount of $25,000,000 and integral multiples of $2,500,000 in excess thereof), and (y) the requested effective date of the proposed Revolver Increase (which shall be not less than 10 Business Days from the date of delivery of the Notice of Revolver Facility Increase (or such shorter period of time as to which Administrative Agent may agree in its sole discretion)).

(ii)                                  The aggregate principal amount of all Revolver Increases made pursuant to this Subsection 1.1(B) shall not exceed the Maximum Aggregate Incremental Increase Amount.  For the avoidance of doubt, each commitment increase and/or new commitment in connection with any Revolver Increase shall constitute a Revolver Loan Commitment hereunder, each loan made in connection with any Revolver Increase shall constitute a Revolver Loan and each such commitment and loan shall be subject to the same terms and conditions as all other Revolver Loan Commitments and Revolver Loans (other than Swingline Loans), including with respect to the Revolver Expiration Date therefor and interest and fees hereunder (provided that, notwithstanding anything contrary contained herein, any upfront, arrangement, commitment fee (payable on the effective date of any such Revolver Increase) and similar closing fees with respect to any Revolver Increase may vary).

(iii)                               Administrative Agent shall deliver a copy of each Notice of Revolver Facility Increase to such Revolver Lenders or other Persons that qualify as an Eligible Assignee as may be determined by Administrative Agent in its reasonable discretion with the approval of Borrower or as may be specified by Borrower with the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed).  Each Revolver Lender or new lender that fails to respond to such notice in writing in a form reasonably acceptable to Administrative Agent within the period of time provided therein shall be deemed to have elected not to participate in such Revolver Increase (as such period may be extended at the request of Borrower with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed)).  No Revolver Lender or new lender shall have any obligation to participate in any Revolver Increase, and any decision by a Revolver Lender or new lender to participate in any Revolver Increase shall be made in its sole discretion independently from any other Revolver Lender or new lender.

(iv)                             If in response to the offer to participate in such Revolver Increase made by Administrative Agent pursuant to clause (iii) of this Subsection 1.1(B), Administrative Agent obtains one or more subscriptions or commitments to participate in a requested Revolver Increase from Revolver Lenders and/or from any other Person that (x) qualifies as an Eligible Assignee and (y) has agreed to become a Lender in respect of all or a portion of the Revolver Increase (a “New Revolver Lender”), in excess of the requested Revolver Increase, Administrative Agent shall, with the consent of Borrower, reduce and reallocate (within the minimum and maximum amounts specified by each such Revolver Lender or New Revolver Lender in its notice to Administrative Agent) the shares of the Revolver Increase of the Revolver Lenders or New Revolver Lenders

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willing to commit to such Revolver Increase so that the total committed Revolver Increase equals the requested Revolver Increase.  If Administrative Agent does not receive commitments from Revolver Lenders or New Revolver Lenders in an amount sufficient to fund the requested Revolver Increase, Administrative Agent shall so notify Borrower and the request for such Revolver Increase shall either (1) if the amount of the commitments received is equal to or more than the minimum amount specified in subclause (i)(x) of this Subsection 1.1(B), at the election of Borrower, either be reduced to equal the amount of the commitments received or be rescinded (in the absence of direction from Borrower, the request for such Revolver Increase shall be rescinded), or (2) if the amount of the commitments received is less than the minimum amount specified in subclause (i)(x) of this Subsection 1.1(B), be automatically rescinded.

(v)                                 Provided that the Notice of Revolver Facility Increase is not rescinded as provided in the last sentence of clause (iv) of this Subsection 1.1(B), Administrative Agent shall provide to Borrower, each Revolver Lender, each Revolver Lender increasing its Revolver Loan Commitments in connection with such Revolver Increase, and each New Revolver Lender, a notice setting forth (x) the amount of the approved Revolver Increase and, after giving effect thereto, the aggregate Revolver Loan Commitments, (y) the effective date of the approved Revolver Increase, and (z) for each Revolver Lender, its respective Revolver Loan Commitment and Pro Rata Share of the aggregate Revolver Loan Commitments after giving effect to the Revolver Increase.  In addition, a fee letter shall be entered into between Administrative Agent and Borrower in connection with any such Revolver Increase setting forth additional administrative agent fees, if any, payable to Administrative Agent in connection with the implementation of the Revolver Increase (which fee letter shall be a Fee Letter).

(vi)                              On the effective date of a Revolver Increase:

(a)                                 Each New Revolver Lender shall execute and deliver a lender joinder substantially in the form of Exhibit 1.1(B) hereto;

(b)                                 Borrower shall pay to the Administrative Agent such fees as may be described in any Fee Letter related to such Revolver Increase;

(c)                                  Both immediately before and immediately after giving effect to such Revolver Increase, (1) Borrower shall be in compliance on a Pro formaForma Basis with Subsection 4.1, and (2) that no Default or Event of Default has occurred and is continuing, and Borrower shall have delivered to Administrative Agent (x) an officer’s certificate certifying to the immediately preceding clauses (1) and (2), and (y) amendments to this Agreement and to any other Loan Documents reasonably requested by the Administrative Agent in relation to the requested Revolver Increase (which amendments to the Loan Documents the Administrative Agent is hereby authorized to execute on behalf of the Lenders without further consent or action by any other Lender) and ratification agreements executed by each Loan Party with respect to the requested Revolver Increase and other assurances as the Administrative Agent may reasonably request;

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(d)                                 Borrower shall in coordination with the Administrative Agent repay outstanding Revolver Loans of certain Revolver Lenders and obtain additional Revolver Loans from other Revolver Lenders (both existing and new), in each case, to the extent necessary so that all Revolver Lenders participate in outstanding Revolver Loans ratably, on the basis of their respective Revolver Loan Commitments, after giving effect to the increase in the aggregate Revolver Loan Commitments effected by implementation of the Revolver Increase;

(e)                                  each Revolver Lender (both existing and new) participating in the Revolver Increase (1) will be deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Pro Rata Share of such Letter of Credit in accordance with Subsection 1.1(E) and the participation of each other Revolver Lender in such Letter of Credit shall be adjusted accordingly, and (2) will be deemed to have purchased a participation in each then outstanding Swing LineSwingline Loan equal to its Pro Rata Share of such Swing LineSwingline Loan in accordance with Subsection 1.1(F) and the participation of each other Revolver Lender in such Swing LineSwingline Loan shall be adjusted accordingly; and

(f)                                   Administrative Agent shall confirm, in writing, that the approved Revolver Increase has become effective and that the aggregate Revolver Loan Commitments have been increased by the amount thereof.

(vii)                           The parties hereby agree that, notwithstanding anything to the contrary contained herein, the borrowing notice, minimum borrowing, amendment, pro rata borrowing, and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this Subsection 1.1(B).  Any repayments made pursuant to this Subsection 1.1(B) shall be accompanied by payment of all accrued interest on the amount prepaid and all amounts owed pursuant to Subsection 1.8.

(viii)                        Administrative Agent shall record relevant information regarding each Revolver Increase (including information with respect to New Revolver Lenders) in the Register in accordance with Subsection 8.1(C); provided that, failure to make any such recordation, or any error in such recordation, shall not affect Borrower’sBorrower’s obligations in respect of any Revolver Loan Commitments or Revolver Loans.

(C)                               Notes.  Upon any Revolver Lender’s request, Borrower shall execute and deliver to such Revolver Lender a Revolver Note, dated the Fourth Amendment and RestatementEffective Date, or, if later, the date of such request, in the principal amount of such Revolver Lender’s Pro Rata Share of the Revolver Loan Commitment (including as the same may be increased pursuant to any Revolver Increase).  Upon Swingline Lender’s request, Borrower shall execute and deliver to Swingline Lender a Swingline Note dated the Fourth Amendment and RestatementEffective Date, or, if later, the date of such request, in the amount of the Swingline Loan Commitment.

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(D)                               Advances.  Revolver Loans will be made available by wire transfer of immediately available funds; provided that, at any time during which the CoBank Cash Management Agreement is in effect, Swingline Loans will be made available as provided in the CoBank Cash Management Agreement.  Wire transfers will be made to such account or accounts as may be authorized by Borrower.

(E)                                Letters of Credit.

(i) Types of Letters of Credit.

(a) Standard Letters of Credit.  The Revolver Loan Commitment shall, in addition to advances as Revolver Loans, be utilized, upon the request of Borrower, for the issuance of irrevocable standby or trade letters of credit (individually, a “Standard Letter of Credit” and, collectively, the “Standard Letters of Credit”) by an Issuing Lender for the account of any Loan Party.

(i)                                     (b) Mobility Fund Letters of Credit.  The Revolver Loan Commitment shall, in addition to advances as Revolver Loans and in addition to Standard Letters of Credit issued pursuant to Subsection 1.1(E)(i)(a), be utilized, upon the request of Borrower, for the issuance of (A) irrevocable standby or trade letters of credit (individually, a “Standard Letter of Credit” and, collectively, the “Standard Letters of Credit”) by an Issuing Lender for the account of any Loan Party, and (B) irrevocable standby letters of credit which are necessary or desirable in order to qualify for disbursements from the Mobility FundCAF II program (individually, a “Mobility FundCAF II Letter of Credit” and, collectively, the “Mobility FundCAF II Letters of Credit,” and collectively with the Standard Letters of Credit, the “Letters of Credit,” and each individually, a “Letter of Credit”) by an Issuing Lender for the account of any Loan Party or NTUA Wireless LLC. For the avoidance of doubt, any Mobility FundCAF II Letters of Credit requested by Borrower and issued pursuant to the terms of this Agreement shall be used solely for purposes associated with the applicable Loan Party’s or NTUA Wireless LLC’s participation in the Mobility FundCAF II program, and shall not be used for any other purpose.

(ii)                                  (c) Revolver Lender Participations; Reduction of RevolvingRevolver Loan Commitment.  Immediately upon the issuance by an Issuing Lender of a Letter of Credit, and without further action on the part of Administrative Agent or any Revolver Lenders, each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased from such Issuing Lender a participation in such Letter of Credit, without recourse or warranty, equal to such Revolver Lender’s Pro Rata Share of the Revolver Loan Commitment of the aggregate amount available to be drawn under such Letter of Credit.  Each Letter of Credit shall reduce the amount available under the Revolver Loan Commitment by the face amount of such Letter of Credit.

(iii)                               (ii) Maximum Amount.  The aggregate amount of (a) Standard Letter of Credit Usage with respect to all Standard Letters of Credit outstanding at any time for the account of Borrower or, any other Loan Party, or NTUA Wireless LLC may

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not exceed the Standard Letter of Credit Sublimit, and (b) Mobility FundCAF II Letter of Credit Usage with respect to all Mobility FundCAF II Letters of Credit outstanding at any time for the account of Borrower or any other Loan Party NTUA Wireless may not exceed the Mobility FundCAF II Letter of Credit Sublimit; provided that, at any one time the aggregate principal amount of the Revolving Credit Obligations outstanding may not exceed the Revolver Loan Commitment.  If at any time the aggregate amount of the Standard Letter of Credit Usage exceeds the Standard Letter of Credit Sublimit or the Mobility FundCAF II Letter of Credit Usage exceeds the Mobility FundCAF II Letter of Credit Sublimit, the Borrower shall reduce the aggregate amount of the Standard Letter of Credit Usage or Mobility FundCAF II Letter of Credit Usage (as applicable) by providing cash collateral for Standardthe Letter of Credit Usage or the Mobility FundCAF II Letter of Credit Usage (as applicable) in the manner set forth in Subsection 1.16 to the extent required to eliminate such excess.

(iv)                              (iii) Reimbursement.  Borrower is irrevocably and unconditionally obligated without presentment, demand, protest or other formalities of any kind to reimburse an Issuing Lender in immediately available funds for any amounts paid by an Issuing Lender with respect to a Letter of Credit issued hereunder for the account of any Loan Party or NTUA Wireless LLC.  Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Letter of Credit, the Issuing Lender shall notify Borrower and Administrative Agent thereof.  Not later than 11:00 a.m. (Denver, Colorado time) on the date of any payment by the Issuing Lender under a Letter of Credit (or if notice is not provided to Borrower of such drawing prior to such time, not later than 11:00 a.m. (Denver, Colorado time) on the immediately succeeding Business Day), Borrower shall reimburse the Issuing Lender through Administrative Agent in the amount equal to the amount of such drawing (and, if reimbursed on the immediately succeeding Business Day pursuant to this sentence, interest at the sum of the Base Rate plus the applicable Base Rate Margin for such day (or days if the next immediately succeeding day is not a Business Day)).  If Borrower fails to so reimburse the Issuing Lender by such time, Borrower shall be deemed to have requested Administrative Agent to make a Revolver Loan (but not a Swingline Loan) in the amount of the payment made by such Issuing Lender with respect to such Letter of Credit.  If the Letter of Credit is payable in a foreign currency, the amount owed by Borrower in connection with such Letter of Credit shall equal the United States dollar equivalent of such foreign currency (determined by Administrative Agent in its reasonable discretion) on the date such payment is made by such Issuing Lender.  All amounts paid by an Issuing Lender with respect to any Letter of Credit that are not repaid by Borrower as required by this Subsection 1.1(E)(iiiiv), or that are not repaid with a Revolver Loan shall bear interest at the sum of the Base Rate plus 2.750% per annum.  Each Revolver Lender agrees to fund its Pro Rata Share of any Revolver Loan made pursuant to this Subsection 1.1(E)(iiiiv).  In the event Borrower fails to reimburse an Issuing Lender in full for any payment in respect of a Letter of Credit issued for the account of any Loan Party or NTUA Wireless LLC, Administrative Agent shall promptly notify each Revolver Lender with a Pro Rata Share of the Revolver Loan Commitment of the amount of such unreimbursed payment and the accrued interest thereon and each such Revolver Lender, on the next Business Day, shall deliver to Administrative Agent an amount equal to its Pro Rata Share thereof

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in same day funds.  Each Revolver Lender with a Pro Rata Share of the Revolver Loan Commitment hereby absolutely and unconditionally agrees to pay to each Issuing Lender upon demand by such Issuing Lender such Revolver Lender’s Pro Rata Share of each payment made by such Issuing Lender in respect of a Letter of Credit and not immediately reimbursed by Borrower.  Each Revolver Lender with a Pro Rata Share of the Revolver Loan Commitment acknowledges and agrees that its obligations to acquire participations pursuant to this Subsection 1.1(E)(iiiiv) in respect of Letters of Credit and to make the payments to each Issuing Lender required by the preceding sentence are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any failure by Borrower to satisfy any of the conditions set forth in Subsection 7.2.  If any Revolver Lender with a Pro Rata Share of the Revolver Loan Commitment fails to make available to an Issuing Lender the amount of such Revolver Lender’s Pro Rata Share of any payments made by such Issuing Lender in respect of a Letter of Credit as provided in this Subsection 1.1(E)(iiiiv), Administrative Agent may elect to apply Cash Collateral as described in Subsection 1.14(C) and pay such amount to Issuing Lender.  If Administrative Agent does not so elect or if the funds in such account are insufficient, such Issuing Lender shall be entitled to recover such amount on demand from such Revolver Lender together with interest at the Base Rate.

(v)                                 (iv) Conditions of Issuance of Letters of Credit.  In addition to all other terms and conditions set forth in this Agreement, the issuance by an Issuing Lender of any Letter of Credit shall be subject to the conditions precedent that the Letter of Credit shall be in such form, be for such amount and in such currency, and contain such terms and conditions as are reasonably satisfactory to Administrative Agent and the Issuing Lender.  The expiration date of each Letter of Credit must be on a date which is the earlier of (1) (a) for a standby Letter of Credit, one year from its date of issuance and (b) for a trade Letter of Credit, 180 days from its date of issuance or (2) unless cash collateralized to the reasonable satisfaction of the Administrative Agent and the applicable Issuing Lender, the 30th day before the date set forth in clause (B) of the definition of the term “Revolver Expiration Date,” or such later date as agreed to by both Administrative Agent and the Issuing Lender, in their sole discretion.  If Borrower so requests, the applicable Issuing Lender may, in its discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that, any such Auto-Extension Letter of Credit must permit the applicable Issuing Lender to prevent any such extension at least once in each 12 month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12 month period to be agreed upon at the time such Letter of Credit is issued.  Once an Auto-Extension Letter of Credit has been issued, unless otherwise directed by the applicable Issuing Lender, Borrower shall not be required to make a specific request to the applicable Issuing Lender for any such extension.  Once an Auto-Extension Letter of Credit has been issued, the Revolver Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the 30th day before the date set forth in clause (B) of the definition of the term “Revolver Expiration Date,” or

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such later date as agreed to by both Administrative Agent and the Issuing Lender, in their sole discretion; provided that, the applicable Issuing Lender shall not permit any such extension if (a) the applicable Issuing Lender has determined that it would have no obligation at such time to issue such Letter of Credit in its extended form under the terms hereof (by reason of the provisions of this Subsection 1.1(E)(ivv) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date from Administrative Agent, any Revolver Lender or Borrower that one or more of the applicable conditions specified in Subsection 7.2 is not then satisfied.

(vi)                              (v) Request for Letters of Credit.  Borrower must give Administrative Agent at least three Business Days’ prior notice, which notice will be irrevocable, specifying the date a Letter of Credit is requested to be issued and the amount and the currency in which such Letter of Credit is payable, identifying the beneficiary, stating whether the Letter of Credit will be a standby or trade Letter of Credit, stating whether the Letter of Credit will be a Standard Letter of Credit or a Mobility FundCAF II Letter of Credit, and describing the nature of the transactions proposed to be supported thereby.  Any notice requesting the issuance of a Letter of Credit shall be accompanied by the form of the Letter of Credit to be provided by an Issuing Lender.  Borrower must also complete any application procedures and documents required by an Issuing Lender in connection with the issuance of any Letter of Credit, including a certificate regarding Borrower’s compliance with the provisions of Subsection 7.2.

(vii)                           (vi) Borrower Obligations Absolute.  The obligations of Borrower under this Subsection 1.1(E) are irrevocable, will remain in full force and effect until the Issuing Lender and Revolver Lenders have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit, shall be absolute and unconditional, shall not be subject to counterclaim, setoff or other defense or any other qualification or exception whatsoever and shall be paid in accordance with the terms and conditions of this Agreement under all circumstances, including, any of the following circumstances:

(a)                                 Any lack of validity or enforceability of this Agreement, any of the other Loan Documents or any documents or instruments relating to any Letter of Credit;

(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 Letter of Credit or any other amendment, modification or waiver of or any consent to or departure from any Letter of Credit, any documents or instruments relating thereto, or any Loan Document in each case whether or not any Loan Party or any of its Subsidiaries has notice or knowledge thereof;

(c)                                  The existence of any claim, setoff, defense or other right that any Loan Party or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or

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any Person for whom any such transferee may be acting), Administrative Agent, any Issuing Lender, any Revolver Lender, or any other Person, whether in connection with this Agreement, any other Loan Document, any Letter of Credit, the transactions contemplated hereby or any other related or unrelated transaction or transactions (including any underlying transaction between any Loan Party or any of its Subsidiaries and the beneficiary named in any such Letter of Credit);

(d)                                 Any draft, certificate or any other document presented under any 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, facsimile or otherwise, or any errors in translation or in interpretation of technical terms;

(e)                                  Payment under any Letter of Credit against presentation of a demand, draft or certificate or other document which 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)                                  The exchange, release, surrender or impairment of any collateral or other security for the obligations;

(h)                                 The occurrence of any Default or Event of Default; or

(i)                                     Any other circumstance or event whatsoever, including, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party, any of its Subsidiaries or a guarantor.

Any action taken or omitted to be taken by an Issuing Lender under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, is binding upon the Loan Parties and their Subsidiaries and shall not create or result in any liability of such Issuing Lender to any Loan Party or any of its Subsidiaries.

(viii)                        (vii) Obligations of Issuing Lenders.  Each Issuing Lender (other than CoBank) hereby agrees that it will not issue a Letter of Credit hereunder until it has provided Administrative Agent with notice specifying the amount, currency and intended issuance date of such Letter of Credit and Administrative Agent has returned a written acknowledgment of such notice to Issuing Lender.  Each of Issuing Lender and Administrative Agent agrees to provide such notices and acknowledgement promptly

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upon Borrower’s request of a Letter of Credit provided such request satisfies all of the requirements provided herein.  Each Issuing Lender (other than CoBank) further agrees to provide to Administrative Agent: (1) a copy of each Letter of Credit issued by such Issuing Lender promptly after its issuance; (2) a monthly report summarizing available amounts under Letters of Credit issued by such Issuing Lender, the dates and amounts of any draws under such Letters of Credit, the effective date of any increase or decrease in the face amount of any Letters of Credit during such month and the amount of any unreimbursed draws under such Letters of Credit; and (3) such additional information reasonably requested by Administrative Agent.

(ix)                              (viii) UCP and ISP.  The Uniform Customs and Practice for Documentary Credits as most recently published from time to time by the International Chamber of Commerce (the “UCP”) is hereby incorporated in this Agreement with respect to trade Letters of Credit and shall be deemed incorporated by this reference into each trade Letter of Credit issued pursuant to this Agreement.  The terms and conditions of the UCP shall be binding with respect to trade Letters of Credit on the parties to this Agreement and each beneficiary of any trade Letter of Credit issued pursuant to this Agreement.  The International Standby Practices as most recently published from time to time by the International Chamber of Commerce (the “ISP”) is hereby incorporated in this Agreement with respect to standby Letters of Credit and shall be deemed incorporated by this reference into each standby Letter of Credit issued pursuant to this Agreement.  The terms and conditions of the ISP shall be binding with respect to standby Letters of Credit on the parties to this Agreement and each beneficiary of any standby Letter of Credit issued pursuant to this Agreement.

(x)                                 Illegality.  If, at any time, it becomes unlawful for an Issuing Lender to comply with any of its obligations under any Letter of Credit (including, but not limited to, as a result of any Sanctions), the obligations of such Issuing Lender with respect to such Letter of Credit shall be suspended (and all corresponding rights shall cease to accrue) until such time as it may again become lawful for such Issuing Lender to comply with its obligations under such Letter of Credit, and such Issuing Lender shall not be liable for any losses that the Borrower or its Subsidiaries may incur as a result.

Borrower, Administrative Agent, the Revolver Lenders and the Issuing Lenders acknowledge and agree that the Existing Credit Agreement Letters of Credit have been issued and are outstanding under the terms of the Existing Credit Agreement, and agree that the Existing Credit Agreement Letters of Credit shall constitute Letters of Credit issued under the terms of this Agreement.

(F)                                 Swingline Loans.

(i)                                     From time to time during the period commencing on the Fourth Amendment and Restatement Date and ending on the Business Day immediately preceding the Revolver Expiration Date, Swingline Lender agrees, in reliance upon the agreements of the other Revolver Lenders set forth herein and subject to the terms and conditions set forth herein, to make Swingline Loans to Borrower in an aggregate principal amount not to exceed the Swingline Loan Commitment; provided that, (x)

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unless Borrower has complied with Subsection 1.14, if at any time any Revolver Lender is a Defaulting Lender, the making of Swingline Loans shall be at the sole discretion of Swingline Lender, and (y) that at any one time the aggregate principal amount of the Revolving Credit Obligations outstanding may not exceed the Revolver Loan Commitment.  Within the limits of and subject to the Available Revolver Loan Commitment, this Subsection 1.1(F) and Subsections 1.6, 1.7 and 1.8, amounts borrowed under this Subsection 1.1(F) may be repaid or prepaid and, at any time up to and including the Business Day immediately preceding the Revolver Expiration Date, reborrowed.  If at any time the aggregate principal balance of the Swingline Loans then outstanding exceeds the Swingline Loan Commitment, Borrower shall be deemed to have requested Administrative Agent to make a Revolver Loan in the amount of the difference in the manner and pursuant to the terms of Subsection 1.1(F)(iv).

(ii)                                  At all times, the following terms shall apply to the Swingline Loan:

(a)                                 Borrower may request Swingline Loans without regarding to minimum amounts.

(b)                                 Borrower may request Swingline Loans by e-mail as provided in Subsection 9.3 or by such other methods as shall have been approved in writing in advance by Swingline Lender provided such request is made by an employee or representative of Borrower designated in writing by Borrower as authorized to make such a request and is made not later than 1:00 p.m. (Denver, Colorado time) on the day of the proposed Swingline Loan; provided that, if such request is permitted to be made and is made by telephone, facsimile or e-mail, upon request, Borrower shall promptly confirm such request in writing (or in another form of writing) to Swingline Lender and Administrative Agent.  Swingline Loans may be made automatically on any day as and to the extent provided in the CoBank Cash Management Agreement, so long as the CoBank Cash Management Agreement is in effect, and shall be made available in the manner specified in Subsection 1.1(D) at any time that the CoBank Cash Management Agreement is not in effect.

(c)                                  Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan.

(iii)                            Borrower and Swingline Lender may enter into the CoBank Cash Management Agreement providing for the automatic advance by the Swingline Lender of Swingline Loans under the conditions set forth in such agreement, which conditions shall be in addition to the conditions set forth herein.

(iv)                              Any outstanding Swingline Loan shall be payable by Borrower on demand by Swingline Lender, a copy of which demand also shall be delivered by Swingline Lender to Administrative Agent.  If Borrower fails to so reimburse the Swingline Lender on demand, without limiting Swingline Lender’s remedies with respect to Borrower in the case of any Revolver Lender’s failure to advance under this Subsection 1.1(F)(iv), Borrower shall be deemed to have requested Administrative Agent

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to make a Revolver Loan in the aggregate amount of the then outstanding Swingline Loans.  Each Revolver Lender agrees to fund its Pro Rata Share of any Revolver Loan made pursuant to this Subsection 1.1(F)(iv).  Administrative Agent shall promptly notify each Revolver Lender of the amount of such payment due and each such Revolver Lender, on the next Business Day, shall deliver to Administrative Agent an amount equal to its Pro Rata Share thereof in same day funds.  Each Revolver Lender hereby absolutely and unconditionally agrees to pay to Swingline Lender such Revolver Lender’s Pro Rata Share of each such payment due.  In addition to the foregoing, if for any reason any Revolver Lender fails to make payment to Swingline Lender of any amount due under this Subsection 1.1(F)(iv), such Revolver Lender shall be deemed, at the option of Swingline Lender, to have unconditionally and irrevocably purchased from Swingline Lender, without recourse or warranty, an undivided interest and participation in the applicable Swingline Loan in the amount of such  RevolvingRevolver Loan, and such interest and participation may be recovered from such Revolver Lender together with interest thereon at the Base Rate for each day during the period commencing on the date of demand and ending on the date such amount is received.  Each Revolver Lender acknowledges and agrees that its obligations to fund RevolvingRevolver Loans and/or to acquire participations pursuant to this Subsection 1.1(F)(iv) in respect of Swingline Loans are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any failure by Borrower to satisfy any of the conditions set forth in Subsection 7.2.  If any Revolver Lender fails to make available to Swingline Lender the amount of such Revolver Lender’s Pro Rata Share of any payments due as provided in this Subsection 1.1(F)(iv), Administrative Agent may elect to apply Cash Collateral as described in Subsection 1.14(C) by such amount and pay such amount to Swingline Lender.  If Administrative Agent does not so elect or if the funds in such accounts are insufficient, Swingline Lender shall be entitled to recover such amount on demand from such Revolver Lender together with interest at the Base Rate.  On the Revolver Expiration Date, if not sooner demanded, Borrower shall repay in full the outstanding principal amount of the Swingline Loans.

(v)                                 All Swingline Loans shall accrue interest from the date made as a Base Rate Loan, at the sum of the Base Rate plus the Base Rate Margin applicable from time to time as provided in Subsection 1.2(B).  Until each Revolver Lender funds its Pro Rata Share of its Revolver Loan or purchase of a participation pursuant to Subsection 1.1(F)(iv), interest in respect of the Swingline Loans, of the applicable portions thereof, shall be solely for the account of Swingline Lender.  Notwithstanding any other provision of this Agreement, Borrower shall make all payments of principal and interest in respect of Swingline Loans directly to Swingline Lender by such method and to such account or place as Swingline Lender may from time to time designate in writing.

1.2                               Interest.

(A)                               Interest Options.  From the date each Revolver Loan is made, based upon the election of Borrower, at such time and from time to time thereafter (as provided in

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Subsection 1.3 and subject to the conditions set forth in such Subsection and Subsection 1.2(F)), each such Loan shall accrue interest as follows:

(i)                                     as a Base Rate Loan, at the sum of the Base Rate plus the Base Rate Margin applicable to such Loan from time to time as provided in Subsection 1.2(B); or

(ii)                                  as a LIBOR Loan, for the applicable LIBOR Interest Period, at the sum of LIBOR plus the LIBOR Margin applicable to such Loan from time to time as provided in Subsection 1.2(B); or

provided that, Swingline Loans shall be made as Base Rate Loans with the Base Rate Margin as provided in Subsection 1.1(F)(v).

(B)                               Applicable Margins.  From the Fourth Amendment and RestatementEffective Date, continuing through the day immediately preceding the first Adjustment Date after December 31, 2014the Amendment Effective Date, the applicable Base Rate Margin, LIBOR Margin, and Commitment Fee Margin shall be set based on the Total Net Leverage Ratio of Borrower set forth in the Officer’s Certificate delivered pursuant to Subsection 7.1(B)(i)at Level V.  Thereafter, the applicable Base Rate Margin, LIBOR Margin, 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 Total Net Leverage Ratio of Borrower, determined on a consolidated basis for Borrower and its Restricted Subsidiaries; provided that, in the event that Administrative Agent shall not receive the financial statements and Compliance Certificate required pursuant to Subsections 4.2(A), 4.2(B) and 4.2(C) when due, from such due date and until the fifth Business Day following Administrative Agent’s receipt of such overdue financial statements and Compliance Certificate (and in the event a decrease in the applicable margin is then warranted, receipt of Borrower’s written request to decrease such margin, which notice shall be deemed given if noted on the applicable Compliance Certificate), the Base Rate Margin, LIBOR Margin, and Commitment Fee Margin shall be set at Level I below.

PRICING TABLE

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If, as a result of any restatement of or other adjustment to any financial statements referred to above (i) the Total Net Leverage Ratio as calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Net Leverage Ratio would have resulted in different pricing for any period, then (1) if the proper calculation of the Total Net Leverage Ratio would have resulted in higher pricing for such period, Borrower shall automatically and retroactively be obligated to pay to Administrative Agent, promptly on demand by Administrative Agent, an amount equal to the excess of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period; and (2) if the proper calculation of the Total Net Leverage Ratio would have resulted in lower pricing for such period, Administrative Agent and the Lenders shall have no obligation to repay any overpaid interest to Borrower, provided that, if, as a result of any restatement or other event a proper calculation of the Total Net Leverage Ratio would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by Borrower pursuant to clause (1) above shall be based upon the excess, if any, of the amount of interest that should have been paid for all applicable periods over the amount of interest paid for all such periods.

(C)                               LIBOR Interest Periods.  Each LIBOR Loan may be obtained for a one, two, three or six month period or, if available to all Lenders under the Revolver Facility, 12 month period (each such period being an “Interest Period”).  With respect to all LIBOR Loans:

(i)                                     the Interest Period will commence on the date that the LIBOR Loan is made or the date on which any portion of any Base Rate Loan is converted into a LIBOR Loan, or, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the day on which the immediately preceding Interest Period expires;

(ii)                                  if the Interest Period would otherwise expire on a day that is not a Business Day, then it will expire on the next Business Day; provided that, if any Interest Period would otherwise expire on a day that is not a Business Day and such day is the last Business Day of a calendar month, such Interest Period shall expire on the Business Day next preceding such day;

(iii)                               any Interest Period that begins on the last Business Day of a calendar month or on a day for which there is no numerically corresponding day in the last calendar month in such Interest Period shall end on the last Business Day of the last calendar month in such Interest Period; and

(iv)                              no Interest Period shall be selected under the Revolver Facility that extends beyond the date set forth in clause (B) of the definition of Revolver Expiration Date.

(D)                               Calculation and Payment.  Interest on Base Rate Loans shall be calculated on the basis of a 365-6-day year for the actual number of days elapsed.  Interest on LIBOR Loans, including amounts due under Subsection 1.4, shall be calculated on the basis of a 360-day year for the actual number of days elapsed.  The date of funding or conversion of a LIBOR Loan

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to a Base Rate Loan and the first day of an Interest Period shall be included in the calculation of interest.  The date of payment (as determined in Subsection 1.5) of any Loan and the last day of an Interest Period shall be excluded from the calculation of interest; provided, if a Loan is repaid on the same day that it is made, one day’s interest shall be charged.

Interest accruing on Base Rate Loans is payable in arrears on each of the following dates or events: (i) the last day of each calendar quarter; (ii) the prepayment (including the payment of any Swingline Loan pursuant to Subsection 1.1(F)(iv)) of such Loan (or portion thereof), to the extent accrued on the principal prepaid; and (iii) the Revolver Expiration Date, whether by acceleration or otherwise, with respect to the principal to be repaid.  Interest accruing on each LIBOR Loan is payable in arrears on each of the following dates or events: (1) the last day of each applicable Interest Period; (2) if the Interest Period is longer than three months, on each three-month anniversary of the commencement date of such Interest Period; (3) the prepayment of such Loan (or portion thereof), to the extent accrued on the principal prepaid; and (4) the Revolver Expiration Date, whether by acceleration or otherwise, with respect to the principal to be repaid.

(E)                                Default Rate of Interest.  (i) After the occurrence (and during the continuance) of an Event of Default pursuant to Subsections 6.1(F) or (G), (ii) at the election of Administrative Agent or Requisite Lenders after the occurrence of an Event of Default pursuant to Subsections 6.1(A) or 6.1(K) or, (iii) at the election of the Requisite Lenders after the occurrence and during the continuance of any other Event of Default, all Revolver Loans and other Obligations shall bear interest at rates that are 2% in excess of the rates otherwise in effect, including, rates in effect pursuant to Subsection 1.2(B), with respect to such Loans and other Obligations.  Interest accruing pursuant to this Subsection 1.2(E) is payable on demand.

(F)                                 Excess Interest.  Notwithstanding anything to the contrary set forth herein, the aggregate interest, fees and other amounts required to be paid by Borrower to Lenders 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 Indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to Lenders or any Lender for the use or the forbearance of the Indebtedness 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 Lenders or any Lender 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.  Additionally, should the method used for calculating interest on LIBOR Loans (i.e., using a 360-day year) be unlawful, such calculation method shall be automatically changed to a 365-6-day year or such other lawful calculation method as is reasonably acceptable to Administrative Agent.  This provision shall control every other provision of this Agreement and all provisions of every other Loan Document.

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(G)                               Selection, Conversion or Continuation of Loans; LIBOR Availability.  Provided that no Event of Default has occurred and is then continuing, Borrower shall have the option to (i) select all or any part of a new borrowing to be a Base Rate Loan or a LIBOR Loan, in the case of a Base Rate Loan in a principal amount equal to at least $100,000, in the case of a LIBOR Loan in a principal amount equal to $1,000,000 or any whole multiple of $500,000 in excess thereof, (ii) convert at any time all or any portion of a Base Rate Loan in a principal amount equal to $1,000,000 or any whole multiple of $500,000 in excess thereof into a LIBOR Loan, (iii) upon the expiration of its Interest Period, convert all or any part of any LIBOR Loan into a Base Rate Loan, and (iv) upon the expiration of its Interest Period, continue any LIBOR Loan into one or more LIBOR Loans in a principal amount of $1,000,000 or any whole multiple of $500,000 in excess thereof for such new Interest Period(s) as selected by Borrower.  During any period in which any Event of Default is continuing, as the Interest Periods for LIBOR Loans then in effect expire, such Loans shall be converted into a Base Rate Loan and the LIBOR option will not be available to Borrower until all Events of Default are cured or waived.  In the event Borrower fails to elect a LIBOR Loan upon any advance hereunder or upon the termination of any Interest Period, Borrower shall be deemed to have elected to have such amount constitute a Base Rate Loan.  There shall be no more than an aggregate of eight LIBOR Loans outstanding at any one time under the Revolver Facility.

1.3                               Notice of Borrowing, Conversion or Continuation of Loans.  Whenever Borrower desires to request a Revolver Loan (other than a Swingline Loan) pursuant to Subsection 1.1(A) or to convert or continue Revolver Loans (other than Swingline Loans) pursuant to Subsection 1.2(G), Borrower shall give Administrative Agent irrevocable prior notice in the form attached hereto as Exhibit 1.3 (a “Notice of Borrowing/Conversion/Continuation”) by facsimile, e-mail or other method of delivery of notice permitted by Subsection 9.3: (A) if requesting a borrowing of a Base Rate Loan (or any portion thereof), not later than 11:00 a.m. (Denver, Colorado time) one Business Day before the proposed borrowing, conversion or continuation is to be effective or, (B) if requesting a borrowing of, or conversion to or continuation of a LIBOR Loan, not later than 11:00 a.m. (Denver, Colorado time) three Business Days before the proposed borrowing, conversion or continuation is to be effective.  Each Notice of Borrowing/Conversion/Continuation shall specify (i) the Loan (or portion thereof) to be advanced, converted or continued and, with respect to any LIBOR Loan to be converted or continued, the last day of the current Interest Period therefor, (ii) the effective date of such borrowing, conversion or continuation (which shall be a Business Day), (iii) the principal amount of such Revolver Loan to be borrowed, converted or continued, and (iv) the Interest Period to be applicable to any new LIBOR Loan.  Administrative Agent shall give each Lender prompt notice by facsimile, e-mail or other method of delivery of notice permitted by Subsection 9.3 of any Notice of Borrowing/Conversion/Continuation given by Borrower.

1.4                               Fees and Expenses.

(A)                               Unused Commitment Fee.  From the Fourth Amendment and Restatement Date, Borrower shall be obligated to pay Administrative Agent, for the benefit of all Revolver Lenders that are not Defaulting Lenders (based upon their respective Pro Rata Shares of the Revolver Loan Commitment), a fee (the “Revolver Commitment Fee”) in an amount equal to (i) the Revolver Loan Commitment less the sum of (1) the average daily outstanding balance of

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Revolver Loans (other than the Swingline Loans) plus (2) the average daily outstanding Letter of Credit Usage, in each case during the preceding calendar quarter multiplied by (ii) the applicable Commitment Fee Margin as provided in Subsection 1.2(B), calculated on the basis of a 360-day year for the actual number of days elapsed.  Such fees are to be paid quarterly in arrears on the last day of each calendar quarter for such calendar quarter (or portion thereof), with the final such payment due on the Revolver Expiration Date.

(B)                               Certain Other Fees.  Borrower shall be obligated to pay to CoBank, individually, fees in the amounts and at the times specified in the fee letter dated as of December 4February 6, 20142019, between Borrower and CoBank.

(C)                               Breakage Fee.  Upon any repayment or payment of a LIBOR Loan on any day that is not the last day of the Interest Period applicable thereto (regardless of the source of such repayment or prepayment and whether voluntary, mandatory, by acceleration or otherwise), Borrower shall be obligated to pay Administrative Agent, for the benefit of all affected Revolver Lenders, an amount (the “Breakage Fee”) equal to the present value of any losses, expenses and liabilities (including any loss (including interest paid) sustained by each such affected Revolver Lender in connection with the reemployment of such funds) that any such affected Revolver Lender may sustain as a result of the payment of such LIBOR Loan on such day.  For purposes of calculating amounts payable by Borrower to Revolver Lenders under this Subsection 1.4(C), each LIBOR Loan made by a Revolver Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR rate for such LIBOR Loan by a matching deposit or other borrowing in the interbank eurocurrency market for a comparable amount and for a comparable period, whether or not such LIBOR Loan is in fact so funded.

(D)                               Expenses and Attorneys’ Fees.  In addition to fees due under Subsections 1.4(A) and 1.4(B), Borrower agrees to pay promptly all reasonable and documented out-of-pocket fees, costs and expenses (including those reasonable and documented out-of-pocket fees and expenses of outside counsel) incurred by Administrative Agent or any Issuing Lender in connection with (i) any matters contemplated by or arising out of the Loan Documents, or (ii) the continued administration of the Loan Documents, including any such fees, costs and expenses incurred in perfecting, maintaining, determining the priority of and releasing any security and any tax payable in connection with any Loan Documents and any amendments, modifications and waivers (whether or not consummated).  In addition to fees due under Subsections 1.4(A) and (B), Borrower shall also reimburse on demand Administrative Agent and each Issuing Lender for its expenses (including reasonable and documented out-of-pocket attorneys’ fees and costs, provided that, such fees and expenses paid on or about the Fourth Amendment and Restatement Date shall be evidenced by a detailed invoice (which may be redacted as needed to protect confidential information) showing individual time entries and billing rates of such outside counsel)) incurred in connection with documenting and closing the transactions contemplated herein.  In addition to fees due under Subsections 1.4(A) and (B), Borrower agrees to pay promptly (1) all reasonable and documented out-of-pocket costs and expenses incurred by Administrative Agent in connection with any amendment, supplement, waiver or modification of any of the Loan Documents and (2) all reasonable out-of-pocket fees, costs and expenses incurred by each of Administrative Agent and Lenders in connection with any Event of Default

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and any enforcement of collection proceeding resulting therefrom or, during the continuance of any Event of Default, any workout or restructuring of any of the transactions hereunder or contemplated thereby or any action to enforce any Loan Document or to collect any payments due from Borrower.  All fees, costs and expenses for which Borrower is responsible under this Subsection 1.4(D) shall be deemed part of the Obligations when incurred, payable upon demand and in accordance with the second paragraph of Subsection 1.5 and shall be secured by the Collateral.

(E)                                Letter of Credit Fees.  From the Fourth Amendment and Restatement Date, Borrower shall pay Administrative Agent for the account of all Revolver Lenders that are not Defaulting Lenders with respect to which any Issuing Lender has exercised the right to require Cash Collateralization pursuant to Subsection 1.14 from Borrower or such Defaulting Lender (based upon their respective Pro Rata Shares) a fee for each Letter of Credit from the date of issuance to the date of termination in an amount equal to (i) with respect to Mobility Fund Letters of Credit, 1.75 % per annum; and (ii) with respect to Standard Letters of Credit, the applicable LIBOR Margin for Revolver Loans per annum, each as multiplied by the face amount of such Letter of Credit, calculated on the basis of a 360-day year for the actual number of days elapsed; provided, that with respect to all CAF II Letters of Credit, the applicable LIBOR Margin shall be set at Level V.  Such fee shall be payable to Administrative Agent for the benefit of all Revolver Lenders (based upon their respective Pro Rata Shares).  Such fee is to be paid quarterly in arrears on the last day of each calendar quarter and the termination of the Letter of Credit.  With respect to each Letter of Credit, Borrower shall also pay Administrative Agent, for the benefit of the Issuing Lender issuing such Letter of Credit, an issuance fee equal to the greater of (i) $1,000 or (ii) 0.125% of the face amount of such Letter of Credit, 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.

1.5                               Payments.  Other than as provided in Subsection 1.1(F)(v), all payments by Borrower of the Obligations shall be made in same day funds and delivered to Administrative Agent, for the benefit of itself and Lenders, as applicable, by wire transfer to the following account or such other place as Administrative Agent may from time to time designate in writing:

CoBank, ACB

Greenwood Village, Colorado

ABA Number ▇▇▇▇-▇▇▇▇-▇

Reference: Atlantic Tele-NetworkATN International, Inc.

Account #: ▇▇▇▇▇▇▇▇

Borrower shall receive credit on the day of receipt for funds received by Administrative Agent by 11:00 a.m. (Denver, Colorado time) on any Business Day.  Funds received on any Business Day after such time shall be deemed to have been paid on the next Business Day.  Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the payment shall be due on the next succeeding Business Day and such extension of time shall be included in the computation of the amount of interest and fees due hereunder.

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To the extent Borrower or any other party or Person makes a payment or payments to Administrative Agent for the ratable benefit of Lenders or for the benefit of Administrative Agent in its individual capacity or to any other obligee in respect of the Obligations hereunder, which payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, or any combination of the foregoing (whether by demand, litigation, settlement or otherwise), then, to the extent of such payment or proceeds repaid, the Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or proceeds had not been received by Administrative Agent or such obligee.

Each payment received by Administrative Agent under this Agreement or any Note for the account of any Lender shall be remitted by Administrative Agent to such Lender promptly after Administrative Agent’s receipt thereof, and such remittance shall be made in immediately available funds for the account of such Lender for the Loans or other obligation in respect of which such payment is made.

1.6                               Repayment of Revolver Loans; Reduction of the Revolver Loan Commitment.

(A)                               Repayment of Revolver Loans; Scheduled Termination of Revolver Loan Commitment.  In addition to any reductions pursuant to Subsections 1.6(B) and 1.17(D), the Revolver Loan Commitment shall be permanently reduced and terminated in full on the Revolver Expiration Date, and any outstanding principal balance of the Revolver Loans (including any Swingline Loans) not sooner due and payable will become due and payable on the Revolver Expiration Date.

(B)                               Voluntary Termination or Reduction of the Revolver Loan Commitment.

(i)                                     Borrower shall have the right, upon at least three Business Days’ prior notice to Administrative Agent, to terminate or permanently reduce the then unused portion of the Revolver Loan Commitment.  Each partial reduction shall be in a minimum amount of at least $250,000, or any whole multiple thereof in excess thereof, and shall be applied as to each Revolver Lender based upon its Pro Rata Share.  Notwithstanding the foregoing, no reduction to the Revolver Loan Commitment shall be permitted if, after giving effect thereto and to any prepayment made in connection therewith, the Revolving Credit Obligations would exceed the Revolver Loan Commitment as so reduced.  All reductions to the Revolver Loan Commitment elected under this Subsection 1.6(B) shall be in addition to the reductions in the Revolver Loan Commitment provided for in Subsection 1.17(D) and, accordingly, may result in the termination of the Revolver Loan Commitment prior to the date set forth in clause (B) of the definition of the term Revolver Expiration Date.

(ii)                                  Borrower shall have the right, upon at least three Business Days’ prior notice to Administrative Agent and Swingline Lender, to terminate or permanently reduce the then unused portion of the Swingline Loan Commitment; provided that, if the CoBank Cash Management Agreement is in effect, Borrower may only reduce the Swingline Loan Commitment below $5,000,000.00 with the prior written consent of

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Swingline Lender (which consent shall be in the sole discretion of Swingline Lender).  All reductions to the Swingline Loan Commitment elected under this Subsection 1.6(B)(ii) shall be in addition to the reductions in the Swingline Loan Commitment provided for in Subsections 1.6(D) and, accordingly, may result in the termination of the Swingline Loan Commitment prior to the date set forth in clause (B) of the definition of the Revolver Expiration Date.  Notwithstanding the foregoing, no reduction to the Swingline Loan Commitment shall be permitted if, after giving effect thereto and to any prepayment made in connection therewith, the aggregate principal balance of all Swingline Loans outstanding at such time would exceed the Swingline Loan Commitment as so reduced or the aggregate principal balance of all Revolving Credit Obligations at such time would exceed the Revolver Loan Commitment, as so reduced.

(C)                               Mandatory Repayments.  If at any time the aggregate outstanding amount of the Revolving Credit Obligations exceeds the Revolver Loan Commitment, Borrower shall promptly repay the Revolver Loans, reduce the Letter of Credit Usage by providing cash collateral for the Letter of Credit Usage in the manner set forth in Subsection 1.16, or, if the CoBank Cash Management Agreement is not in effect, repay the Swingline Loans, in each case, to the extent required to eliminate such excess, and until such repayment or reduction is made, Revolver Lenders shall not be obligated to make any additional Revolver Loans and Swingline Lender shall not be obligated to make any additional Swingline Loans.  Any repayments pursuant to this Subsection 1.6(C) shall be paid and applied in accordance with Subsection 1.8 and must be accompanied by accrued interest on the amount repaid and any applicable Breakage Fees and any other fees required pursuant to Subsection 1.4.

(D)          Application of Reduction of the Revolver Loan.  If a reduction in the Revolver Loan Commitment pursuant to Subsection 1.6(B) would cause the Revolver Loan Commitment to be less than the sum of the Swingline Loan Commitment and Letter of Credit Sublimit, then the Swingline Loan Commitment and Letter of Credit Sublimit will simultaneously with such reduction of the Revolver Loan Commitment be permanently reduced on a pro rata basis such that the sum of the two does not exceed the reduced Revolver Loan Commitment; provided that, the Standard Letter of Credit Sublimit shall be reduced to $0 before any reduction is made to the Mobility Fund Letter of Credit Sublimit.

1.7          Voluntary Prepayments of Revolver Loans.  Subject to the provisions of Subsection 1.8, at any time, Borrower may prepay the Base Rate Loans, in whole or in part, without penalty.  Subject to the provisions of Subsection 1.8, payment of the Breakage Fees and any other fees required pursuant to Subsection 1.4 and the notice requirement in the following sentence, at any time Borrower may prepay any LIBOR Loan, in whole or in part.  Notice of any prepayment of (i) a Base Rate Loan (other than a Swingline Loan, which may be prepaid at any time and without notice) shall be given not later than 11:00 a.m. (Denver, Colorado time) on the Business Day that is the date of prepayment, and (ii) a LIBOR Loan shall be given not later than 11:00 a.m. (Denver, Colorado time) on the third Business Day immediately preceding the date of prepayment.  All partial prepayments (other than partial prepayments of Swingline Loans) shall be in a minimum amount of at least $250,000, or any whole multiple thereof in excess thereof (or the entire remaining balance of the applicable Loan), and shall be paid and applied in accordance with Subsection 1.8.  All prepayment notices shall be irrevocable.  All prepayments shall be

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accompanied by accrued interest on the amount prepaid and any applicable Breakage Fees and any other fees required pursuant to Subsection 1.4.

1.8                               Application of Prepayments and Repayments; Payment of Breakage Fees, Etc..  Subject to the last sentence of this Subsection 1.8, all prepayments pursuant to Subsection 1.7 to be applied to the Revolver Loans shall be applied as Borrower shall direct; provided that, in the absence of any direction from Borrower, Swingline Lender may apply any such prepayments to the Swingline Loans.  All repayments made pursuant to Subsection 1.7 shall first be applied to a Base Rate Loan or such of the LIBOR Loans as Borrower shall direct in writing and, in the absence of such direction, shall first be applied to a Base Rate Loan and then to such LIBOR Loans as Administrative Agent shall select.  All prepayments and repayments required or permitted hereunder (and assignments pursuant to Subsection 1.12) shall be accompanied by payment of all applicable Breakage Fees and accrued interest on the amount prepaid or repaid.

1.9                               Loan Accounts.  Administrative Agent will maintain loan account records for (A) all Revolver Loans, interest charges and payments thereof, (B) all Letter of Credit Liability, (C) the charging and payment of all fees, costs and expenses and (D) all other debits and credits pursuant to this Agreement.  The balance in the loan accounts shall be presumptive evidence of the amounts due and owing to Lenders, absent manifest error, provided that, any failure by Administrative Agent to maintain such records shall not limit or affect Borrower’s obligation to pay.  After the occurrence and during the continuance of an Event of Default, Borrower irrevocably waives the right to direct the application of any and all payments and Borrower hereby irrevocably agrees that Administrative Agent and the Lenders shall have the continuing exclusive right to apply and reapply payments to any of the Obligations in any manner it or they deem appropriate.

1.10                        Changes in LIBOR Rate Availability.

(A) If with respect to any proposed Interest Period, Administrative Agent or any Revolver Lender (after consultation with Administrative Agent) determines that deposits in dollars (in the applicable amount) are not being offered in the relevant market for such Interest Period, or Revolver Lenders having a Pro Rata Share of 50% or more under the Revolver Facility determine (and notify Administrative Agent) that the LIBOR rate applicable pursuant to Subsection 1.2(A)(ii) for any requested Interest Period with respect to a proposed LIBOR Loan under the Revolver Facility does not adequately and fairly reflect the cost to such Revolver Lenders of funding such Revolver Loan, Administrative Agent shall forthwith give notice thereof to Borrower and Revolver Lenders, whereupon and until such affected Revolver Lender or Revolver Lenders notifies Administrative Agent, and Administrative Agent notifies Borrower and the other Revolver Lenders that the circumstances giving rise to such situation no longer exist, the obligations of any affected Revolver Lender to make its portion of such type of LIBOR Loan shall be suspended and such affected Revolver Lender shall make its Pro Rata Share of such type of LIBOR Loan as a Base Rate Loan.  Any Revolver Lender may, in its sole discretion, waive the benefits and provisions of this Subsection 1.10(A) with respect to any proposed Interest Period.

(A)                               (B) Illegality.  If any Change in Law shall make it unlawful or impossible for one or more Revolver Lenders to honor its obligations hereunder to make or maintain any

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LIBOR Loan, such Revolver Lender shall promptly give notice thereof to Administrative Agent, and Administrative Agent shall promptly give notice thereof to Borrower and all other Revolver Lenders.  Thereafter, until such Revolver Lender or Revolver Lenders notify Administrative Agent, and Administrative Agent notifies Borrower and the other Revolver Lenders that such circumstances no longer exist, (i) the obligations of such Revolver Lender or Revolver Lenders to make LIBOR Loans and the right of Borrower to convert any Loan of such Revolver Lender or Revolver Lenders to a LIBOR Loan or continue any Loan of such Revolver Lender or Revolver Lenders as a LIBOR Loan shall be suspended and (ii) if any Revolver Lender may not lawfully continue to maintain a LIBOR Loan to the end of the then current Interest Period applicable thereto, such Loan shall immediately be converted to the Base Rate Loan.

(B)                               Inability to Determine Rates.  If (i) the Administrative Agent shall have determined or been instructed by the Requisite Lenders that adequate means do not exist for adequately and fairly determining the cost to the Lenders or the LIBOR Rate does not adequately cover the costs of such Lenders of making or maintaining LIBOR Loans or calculating the same or (ii) the LIBOR Scheduled Unavailability Date has occurred then, upon notice from the Administrative Agent to the Borrower and the Lenders, the obligations of all Lenders to make or continue any Loans as, or to convert any Loans into, LIBOR Loans shall forthwith be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

(C)                               LIBOR Replacement Rate.  Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, but without limiting Subsection 1.10(B) above, if the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), or the Requisite Lenders notify the Administrative Agent that the Requisite Lenders shall have determined (which determination likewise shall be final and conclusive and binding upon all parties hereto), that (i) the circumstances described in Subsection 1.10(B) (i) have arisen and that such circumstances are unlikely to be temporary, (ii) the relevant administrator of the LIBOR Rate or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be made available, or used for determining interest rates for loans in the applicable currency (such specific date, the “LIBOR Scheduled Unavailability Date”), or (iii) syndicated credit facilities among national and/or regional banks active in leading and participating in such facilities currently being executed, or that include language similar to that contained in this Subsection 1.10(C), are being executed or amended (as applicable) to incorporate or adopt a new interest rate to replace the LIBOR Rate for determining interest rates for loans in the applicable currency, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent may amend this Agreement to replace the LIBOR Rate with an alternate rate of interest, giving due consideration to any evolving or then existing convention for similar United States dollar denominated syndicated credit facilities for such alternative rates of interest (any such proposed rate, a “LIBOR Replacement Rate”), and make such other related changes to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Subsection 1.10(C) (provided, that any definition of the LIBOR Replacement Rate shall specify that in no event shall such LIBOR Replacement Rate be

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less than zero for purposes of this Agreement) and any such amendment shall become effective at 5:00 p.m. (Denver, Colorado time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Requisite Lenders have delivered to the Administrative Agent written notice that such Requisite Lenders do not accept such amendment.  The LIBOR Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Replacement Rate shall be applied as otherwise reasonably determined by the Administrative Agent (it being understood that any such modification to application by the Administrative Agent made as so determined shall not require the consent of, or consultation with, any of the Lenders).  For the avoidance of doubt, the parties hereto agree that unless and until a LIBOR Replacement Rate is determined and an amendment to this Agreement is entered into to effect the provisions of this Subsection 1.10(C), if the circumstances under clauses (i) and (ii) of this Subsection 1.10(C) exist, the provisions of Subsection 1.10(B) shall apply.

1.11                        Capital Adequacy and Other Adjustments.

(A)                               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 LIBOR) or any Issuing Lender;

(ii)                                  subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (B) through (D) of the definition of 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 Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such Issuing Lender or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Issuing Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Issuing Lender or other Recipient, Borrower will pay to such Lender, Issuing Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, Issuing Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

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(B)                               Capital Requirements.  If any Lender or Issuing Lender determines that any Change in Law affecting such Lender or Issuing Lender or any lending office of such Lender or such Lender’s or Issuing Lender’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 Issuing Lender’s capital or on the capital of such Lender’s or Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Revolver Loan Commitments of such Lender or the Revolver Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by any Issuing Lender, to a level below that which such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Lender’s policies and the policies of such Lender’s or Issuing Lender’s holding company with respect to capital adequacy), then from time to time Borrower will pay to such Lender or Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding company for any such reduction suffered.

(C)                               Certificates for Reimbursement.  A certificate of a Lender or Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or Issuing Lender or its holding company, as the case may be, as specified in Subsections 1.11(A) and (B) and delivered to Borrower (with a copy to Administrative Agent), shall be conclusive absent manifest error.  Borrower shall pay such Lender or Issuing Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(D)                               Delay in Requests.  Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Subsection 1.11 shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that, Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Subsection 1.11 for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or Issuing Lender, as the case may be, notifies Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or Issuing Lender’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 nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

1.12                        Optional Prepayment/Replacement of Lender in Respect of Increased Costs or Defaulted Lenders.

(A)                               Designation of a Different Lending Office.  If any Lender requests compensation under Subsection 1.11, or requires Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Subsection 1.13, then such Lender shall (at the request of Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans 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 (i) would eliminate or reduce amounts payable pursuant to Subsection 1.11 or 1.13, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be

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disadvantageous to such Lender.  Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(B)                               Replacement of Lenders.  If any Lender requests compensation under Subsection 1.11, or if 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 Subsection 1.13 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with clause (A), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then Borrower may, at its sole expense and effort, upon notice to such Lender and 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, Subsection 8.1), all of its interests, rights (other than its existing rights to payments pursuant to the Loan Documents) 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:

(i)                                     Borrower shall have paid to Administrative Agent the assignment fee (if any) specified in Subsection 8.1;

(ii)                                  such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letter of Credit Liabilities, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Subsections 1.4 and 1.8) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts);

(iii)                               in the case of any such assignment resulting from a claim for compensation under Subsection 1.11 or payments required to be made pursuant to Subsection 1.13, such assignment will result in a reduction in such compensation or payments thereafter;

(iv)                              such assignment does not conflict with Applicable Law; and

(v)                                 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.

(C)                               A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

1.13                        Taxes.

(A)                               Issuing Lender.  For purposes of this Subsection 1.13, the term “Lender” includes any Issuing Lender and the term “Applicable Law” includes FATCA.

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(B)                               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 Subsection 1.13) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

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

(D)                               Indemnification by Borrower.  The Loan Parties shall jointly and severally indemnify each Recipient, within 10 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 Subsection 1.13) 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.  A certificate as to the amount of such payment or liability delivered to Borrower by a Lender (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(E)                                Indemnification by the Lenders.  Each Lender shall severally indemnify 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 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 Subsection 8.1(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 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 Administrative Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes 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 Administrative Agent to the Lender from any other source against any amount due to Administrative Agent under this Subsection 1.13(E).

(F)                                 Evidence of Payments.  As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Subsection 1.13, such Loan Party shall deliver to Administrative Agent the original or a certified copy of a receipt issued by

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such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Administrative Agent.

(G)                               Status of Lenders.

(i)                                     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 Borrower and Administrative Agent, at the time or times prescribed by Applicable Law or reasonably requested by Borrower or Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower or 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 Borrower or Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by Borrower or Administrative Agent as will enable Borrower or 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 Subsection 1.13(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.

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

(a)                                 any Lender that is a U.S. Person shall deliver to Borrower and 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 Borrower or 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 Borrower and 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 Borrower or 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 or IRS Form W-8BEN-E, as applicable, 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 

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W-8BEN or IRS Form W-8BEN-E, as applicable, 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 Subsection 881(c) of the IRC, (x) a certificate substantially in the form of Exhibit 1.13(A) to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC, a “10 percent shareholder” of Borrower within the meaning of Section 881871(ch)(3)(B) of the IRC, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the IRC (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; 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, or IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 1.13(B) or Exhibit 1.13(C), 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 1.13(D) 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 Borrower and 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 Borrower or 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 Borrower or 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 IRC, as applicable), such Lender shall deliver to Borrower and Administrative Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by Borrower or Administrative Agent such documentation

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prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the IRC) and such additional documentation reasonably requested by Borrower or Administrative Agent as may be necessary for Borrower and 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.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and Administrative Agent in writing of its legal inability to do so.

(H)                              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 Subsection 1.13 (including by the payment of additional amounts pursuant to this Subsection 1.13), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Subsection 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 Subsection 1.13(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 Subsection 1.13(H), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Subsection 1.13(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 indemnification payments or additional amounts giving rise to such refund 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.

(I)                                   Survival.  Each party’s obligations under this Subsection 1.13 shall survive the resignation or replacement of Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Loan Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(J)                                   Significant Modification Regulations.  For purposes of determining withholding Taxes under FATCA, from and after the Fourth Amendment and Restatement Date, Borrower and Administrative Agent shall treat (and the Lenders hereby authorize Administrative Agent to treat) the Revolver Loans as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

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1.14                        Cash Collateral.

(A)                               Defaulting Lender.  At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of Administrative Agent, the Swingline Lender or any Issuing Lender (with a copy to Administrative Agent), Borrower shall Cash Collateralize the Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Subsection 1.17(A)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(B)                               Grant of Security Interest.  Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to Administrative Agent, for the benefit of the Issuing Lenders, 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 Letter of Credit Liabilities, to be applied pursuant to Subsection 1.14(C).  If at any time Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than Administrative Agent and the Issuing Lenders as herein provided (other than Permitted Encumbrances), or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, Borrower will, promptly upon demand by Administrative Agent, pay or provide to 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).

(C)                               Application.  Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Subsection 1.14 or Subsection 1.17 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letter of Credit Liabilities (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.

(D)                               Termination of Requirement.  Cash Collateral (or the appropriate portion thereof) provided to reduce any Issuing Lender’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Subsection 1.14 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 Administrative Agent and each Issuing Lender that there exists excess Cash Collateral; provided that, subject to Subsection 1.17 the Person providing Cash Collateral and each Issuing Lender 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 Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

1.15                        Term of this Agreement.  All of the Obligations shall become due and payable as otherwise set forth herein.  This Agreement shall remain in effect through and including, and (except with respect to provisions hereof expressly stated herein to survive any such termination) shall terminate immediately after, the date on which all Obligations (other than contingent indemnity, expense reimbursement and tax gross-up payments for which no claim has been asserted) shall have been paid and satisfied in full in cash.

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1.16                        Letter of Credit Liability.  Upon the occurrence and during the continuance of an Event of Default and at the direction of Administrative Agent, or in the event any Letters of Credit are outstanding at the time that Borrower terminates the Revolver Loan Commitment, then (A) with respect to each such Letter of Credit, Borrower shall either (i) deliver to Administrative Agent for the benefit of all Lenders with a Revolver Loan Commitment a letter of credit in the same currency that such Letter of Credit is payable, with a term that extends 60 days beyond the expiration date of such Letter of Credit, issued by a bank satisfactory to Administrative Agent and in an amount equal to 103% of the aggregate outstanding Letter of Credit Liability with respect to such Letter of Credit, which letter of credit shall be drawable by Administrative Agent to reimburse payments of drafts drawn under such Letter of Credit and to pay any fees and expenses related thereto or (ii) immediately deposit with Administrative Agent an amount equal to the aggregate outstanding Letter of Credit Liability to enable Administrative Agent to make payments under the Letters of Credit when required and such amount shall become immediately due and payable, and (B) Borrower shall prepay the fees payable under Subsection 1.4(E) with respect to all such Letters of Credit for the full remaining terms of such Letters of Credit.  Upon termination of any such Letter of Credit, the unearned portion of such prepaid fee attributable to such Letter of Credit shall be refunded to Borrower.

1.17                        Defaulting Lenders.

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

(i)                                     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 Requisite Lenders and Subsection 9.2.

(ii)                                 Defaulting Lender Waterfall.  Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 6 or otherwise) or received by Administrative Agent from a Defaulting Lender pursuant to Subsections 6.6 or 6.7 shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Lender or Swingline Lender hereunder; third, to Cash Collateralize the Issuing Lenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Subsection 1.14; fourth, as Borrower may request (so long as no Default or Event of Default exists), to the funding of any Revolver Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Administrative Agent; fifth, if so determined by Administrative Agent and 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 Revolver Loans under this Agreement and (y) Cash Collateralize the Issuing Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this

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Agreement, in accordance with Subsection 1.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Lenders or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Revolver Lender, the Issuing Lenders or Swingline Lender 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 or Event of Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Lender as a result of such Defaulting Lender’sLender’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 Revolver Loans or Letter of Credit Liabilities in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Revolver Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Subsection 7.2 were satisfied or waived, such payment shall be applied solely to pay the Revolver Loans of, and Letter of Credit Liabilities owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Liabilities owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letter of Credit Liabilities and Swingline Loans are held by the Lenders pro rata in accordance with the Loan Commitments under the applicable Facility without giving effect to Subsection 1.17(A)(iv).  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 Subsection 1.17(A)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Revolver Lender irrevocably consents hereto.

(iii)                               Certain Fees.

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

(b)                                 Each Defaulting Lender shall be entitled to receive fees pursuant to Subsection 1.4(E) for any period during which that Revolver 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 Subsection 1.14.

(c)                                  With respect to any Revolver Commitment Fee or fee pursuant to Subsection 1.4(E) not required to be paid to any Defaulting Lender pursuant to clause (a) or (b) above, 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 Letter of Credit Liabilities or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuing Lender and Swingline Lender, as applicable, the amount of any such fee otherwise payable to

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such Defaulting Lender to the extent allocable to such Issuing Lender’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iv)                              Reallocation of Participations to Reduce Fronting Exposure.  All or any part of such Defaulting Lender’s participation in Letter of Credit Liabilities and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Lender’s  Loan Commitment) but only to the extent that (x) the conditions set forth in Subsection 7.2 are satisfied at the time of such reallocation (and, unless Borrower shall have otherwise notified Administrative Agent at such time, Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Obligations of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolver Loan Commitment.  No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolver 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.

(v)                                 Cash Collateral, Repayment of Swingline Loans.  If the reallocation described in clause (iv) above cannot, or can only partially, be effected, Borrower shall, without prejudice to any right or remedy available to it hereunder or under Applicable Law, (x) first, prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (y) second, Cash Collateralize the Issuing Lenders’ Fronting Exposure in accordance with the procedures set forth in Subsection 1.14.

(B)                               Defaulting Lender Cure.  If Borrower, Administrative Agent and each Swingline Lender and Issuing Lender agree in writing that a Revolver Lender is no longer a Defaulting Lender, 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 Revolver Lender will, to the extent applicable, purchase at par that portion of outstanding Revolver Loans of the other Revolver Lenders or take such other actions as Administrative Agent may determine to be necessary to cause the Revolver Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Revolver Lenders in accordance with the Loan Commitments under the Revolver Facility (without giving effect to Subsection 1.17(A)(iv)), whereupon such Revolver 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 Borrower while that Revolver Lender was a Defaulting Lender; and provided further that, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Revolver Lender will constitute a waiver or release of any claim of any party hereunder arising from that Revolver Lender’s having been a Defaulting Lender.

(C)                               New Swingline Loans/Letters of Credit.  So long as any Revolver Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required to fund any Swingline

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Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) no Issuing Lender shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

(D)                               Reduction of RevolvingRevolver Loan Commitment of Defaulting Lender.  Borrower may terminate the unused amount of the Revolver Loan Commitment of any RevolvingRevolver Lender that is a Defaulting Lender upon not less than 15 Business Days’ prior notice to Administrative Agent (which shall promptly notify the Revolver Lenders thereof), and in such event the provisions of Subsection 1.17(A)(ii) will apply to all amounts thereafter paid by 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 Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim Borrower, Administrative Agent, any Issuing Revolver Lender, the Swingline BankLender or any Lender may have against such Defaulting Lender.

1.18                        Extension of Revolver Expiration Date.

(A)                               Requests for Extension.  Borrower may, by notice to Administrative Agent (who shall promptly notify the Lenders) not earlier than 45 days and not later than 30 days prior to the Revolver Expiration Date then in effect hereunder (the “Existing Revolver Expiration Date”), request that any Lender extend such Lender’s Revolver Expiration Date with respect to the Revolver Facility (or subfacilities).  Such notice to Administrative Agent shall set forth the requested extended Revolver Expiration Date.

(B)                               Lender Elections to Extend.  Each Lender, acting in its sole and individual discretion, shall, by notice to Administrative Agent given not earlier than 30 days prior to the Existing Revolver Expiration Date and not later than the date (the “Notice Date”) that is 20 days prior to the Existing Revolver Expiration Date, advise Administrative Agent whether or not such Lender agrees to such extension or extensions (and each Lender that determines not to so extend its Revolver Expiration Date with respect to the Revolver Facility (a “Non-Extending Lender”) shall notify Administrative Agent of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise Administrative Agent on or before the Notice Date shall be deemed to be a Non-Extending Lender.  The election of any Lender to agree to such extension or extensions shall not obligate any other Lender to so agree.

(C)                               Notification by Administrative Agent.  Administrative Agent shall notify Borrower of each Lender’s determination under this Subsection 1.18 no later than the date 15 days prior to applicable Existing Revolver Expiration Date (or, if such date is not a Business Day, on the next preceding Business Day).

(D)                               Additional Commitment Revolver Lenders.  Borrower shall have the right on or before the applicable Existing Revolver Expiration Date to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Revolver Lender”), each of which Additional Commitment Revolver Lenders shall have entered into an agreement in form and substance

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reasonably satisfactory to Borrower and Administrative Agent pursuant to which such Additional Commitment Revolver Lender shall, effective as of the Existing Revolver Expiration Date, undertake a Revolver Loan Commitment (and, if any such Additional Commitment Revolver Lender is already a Lender, its Revolver Loan Commitment shall be in addition to such Lender’s exiting Revolver Loan Commitment hereunder on such date).

(E)                                Conditions to Effectiveness of Extensions.  Notwithstanding the foregoing, the extension of the Existing Revolver Expiration Date pursuant to this Subsection 1.18 shall not be effective with respect to any Lender unless:

(i)                                     no Default or Event of Default shall have occurred and be continuing immediately prior to such extension and immediately after giving effect thereto;

(ii)                                  the representations and warranties contained in this Agreement are true and correct in all material respects immediately prior to and immediately after giving effect thereto (if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);

(iii)                               on or before the Existing Revolver Expiration Date of each Non-Extending Lender, (a) Borrower shall have paid in full the principal of and interest on all of the Revolver Loans or Swingline Loans made by such Non-Extending Lender to Borrower hereunder and (2) Borrower shall have paid in full all other amounts owing to such Non-Extending Lender hereunder (other than contingent indemnity, expense reimbursement and tax gross-up payments for which no claim has been asserted); and

(iv)                              the terms of such extended RevolvingRevolver Loan Commitments shall comply with Subsection 1.18(G).

(F)                                 Term of Extension.  The terms of each extension of the Existing Revolver Expiration Date shall be determined by Borrower and the applicable extending Lenders and set forth in an Extension Amendment; provided that, (i) the extended RevolvingRevolver Loans and the extended Swingline Loans will rank pari passu in right of payment and with respect to security with the existing RevolvingRevolver Loans and the existing Swingline Loans and Borrower and Guarantors of the extended RevolvingRevolver Loan Commitments shall be the same as Borrower and Guarantors with respect to the existing RevolvingRevolver Loans or Swingline Loans, (ii) the interest rate margin, rate floors, fees, original issue discount and premium applicable to any extended RevolvingRevolver Loan Commitment (and the extended RevolvingRevolver Loans thereunder) shall be determined by Borrower and the applicable extending Lenders, (iii) borrowing and prepayment of extended RevolvingRevolver Loans, or reductions of extended RevolvingRevolver Loan Commitments, and participation in Letters of Credit and Swingline Loans, shall be on a pro rata basis with the other RevolvingRevolver Loans or RevolvingRevolver Loan Commitments (other than upon the maturity of the non-extended RevolvingRevolver Loans and RevolvingRevolver Loan Commitments), and (iv) the terms of the extended RevolvingRevolver Loan Commitments shall be substantially identical to the terms set forth herein (except (x) to the extent any such terms apply only after the expiration of the