Nuvera Communications, Inc 8-K, filed Jun 25, 2024

Nuvera Communications, Inc. (NUVR)

8-K 2024-06-25 For: 2024-06-21

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Added on April 06, 2026

About this 8-K

Nuvera Communications, Inc filed this 8-K on June 25, 2024, reporting on events of June 21, 2024.

Items reported

Item 1.01: Entered into a material agreement
Item 1.02: Ended a material agreement
Item 2.03: New debt or off-balance-sheet obligation

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Quarterly Payment Dates	Quarterly Repayments
June 30, 2026 – March 31, 2028	$781,250
June 30, 2028 through Maturity Date	$1,562,500
Maturity Date	Outstanding principal balance of Initial Term Loan

Quarterly Payment Dates	Quarterly Repayments
June 30, 2026 – March 31, 2028	0.625%
June 30, 2028 through Maturity Date	1.250%
Maturity Date	Outstanding principal balance of the Delayed Draw Term Loan

	The 2024 Credit Agreement prohibits Company cash dividends and share repurchases, except that,
	(i)	as long as there is no Default or Event of Default and the Total Leverage Ratio is less than or equal to 4.25:1.00 (before and after giving effect to any payment), the Company may pay dividends or make redemptions or repurchases of its equity interests up to $3.0 million per fiscal year;
	(ii)	as long as there is no Default or Event of Default and the Company’s Total leverage Ratio is less than or equal to 3.50:1.00 (before and after giving effect to any payment), the Company may pay cash dividends or make redemptions or repurchases of its equity interests in an unlimited amount; and
	(iii)	the Company will have the right to conduct “Share Withholding” and accept Company shares (y) for the payment of the option exercise price or (z) for required tax withholding in connection with option exercises or vesting of other equity awards under Company equity plans.

Period	Ratio
Closing Date through September 30, 2027	6.00:1.00
October 1, 2027 through September 30, 2028	5.00:1.00
October 1, 2028 through the Maturity Date	4.00:1.00

Level	Leverage Ratio	Applicable Letter of Credit Fee Rate	Applicable Margin for Base Rate Loans	Applicable Margin for Term SOFR Rate Loans	Unused Commitment Fee
Level I	>5.50:1.00	4.000%	3.000%	4.000%	0.500%
Level II	< 5.50:1.00, but >5.00:1.00	3.750%	2.750%	3.750%	0.500%
Level III	<5.00:1.00, but >4.50:1.00	3.500%	2.500%	3.500%	0.350%
Level IV	< 4.50:1.00, but >4.00:1.00	3.250%	2.250%	3.250%	0.350%
Level V	< 4.00:1.00, but >3.50:1.00	3.000%	2.000%	3.000%	0.300%
Level VI	< 3.50:1.00	2.750%	1.750%	2.750%	0.300%

Exhibit No.	Description
10.1	*Amended and Restated Credit Agreement dated as of June 21, 2024 between Nuvera, Nuvera subsidiaries as Guarantors, CoBank, ACB as a Lender, as Issuing Lender, as Swing Line Lender, and as Administrative Agent for the Lenders and the other Lenders listed in the 2024 Credit Agreement
10.3	*Amended and Restated Pledge and Security Agreement dated as of June 21, 2024 between Nuvera, Nuvera subsidiaries as Guarantors and CoBank ACB as Administrative Agent

Date: June 25, 2024	Nuvera Communications, Inc.

	By:	/s/Curtis Kawlewski
		Curtis Kawlewski
	Its:	Chief Financial Officer

TABLE OF CONTENTS

		Page

ARTICLE I.	CERTAIN DEFINITIONS	1
1.1	Certain Definitions	1
1.2	Construction	37
1.3	Accounting Principles	37
1.4	Rounding	38
1.5	Letter of Credit Amounts	38
1.6	Covenant Compliance Generally	38
1.7	Holidays	38
1.8	Divisions	39
ARTICLE II.	CREDIT FACILITIES	39
2.1	Term Loans	39
2.2	Revolving Loans	42
2.3	Delayed Draw Term Loans	43
2.4	Swing Line Loans	44
2.5	Interest Rate Provisions	46
2.6	Interest Periods	47
2.7	Making of Loans	47
2.8	Fees	48
2.9	Notes	49
2.10	Letter of Credit Subfacility	49
2.11	Payments	55
2.12	Interest Payment Dates	56
2.13	Voluntary Prepayments and Reduction of Commitments	56
2.14	Mandatory Prepayments	57
2.15	Sharing of Payments by Lenders	59
2.16	Defaulting Lenders	59
2.17	Cash Collateral	61
ARTICLE III.	INCREASED COSTS; TAXES; ILLEGALITY; INDEMNITY	62
3.1	Increased Costs	62
3.2	Taxes	63
3.3	Illegality	66
3.4	Inability to Determine Rate; Cost; Interest After Default	67
3.5	Indemnity	68
3.6	Mitigation Obligations; Replacement of Lenders	69
3.7	Benchmark Replacement Setting	70
3.8	Survival	71
ARTICLE IV.	CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT	71
4.1	First Loans and Letters of Credit	71
4.2	Each Loan or Letter of Credit	73
4.3	Each Delayed Draw Term Loan	73
ARTICLE V.	REPRESENTATIONS AND WARRANTIES	74
5.1	Organization and Qualification	74

5.2	Compliance With Laws	74
5.3	Title to Properties	74
5.4	Investment Company Act	74
5.5	Event of Default	74
5.6	Subsidiaries and Owners	74
5.7	Power and Authority; Validity and Binding Effect	74
5.8	No Conflict; Material Agreements; Consents	75
5.9	Litigation	75
5.10	Financial Statements	76
5.11	Margin Stock	76
5.12	Full Disclosure	76
5.13	Taxes	77
5.14	Intellectual Property; Other Rights	77
5.15	Liens in the Collateral	77
5.16	Insurance	77
5.17	Employee Benefits Compliance	77
5.18	Environmental Matters	78
5.19	Communications Regulatory Matters	79
5.20	Solvency	80
5.21	Qualified ECP Guarantor	80
5.22	Transactions with Affiliates	80
5.23	Labor Matters	80
5.24	Anti-Corruption; Anti-Terrorism and Sanctions	80
5.25	Borrower’s Status as a Holding Company	81
ARTICLE VI.	AFFIRMATIVE COVENANTS	81
6.1	Reporting Requirements	81
6.2	Preservation of Existence, Etc	83
6.3	Preservation of Licenses	83
6.4	Payment of Liabilities, Including Taxes, Etc	84
6.5	Maintenance of Insurance	84
6.6	Maintenance of Properties and Leases	85
6.7	Visitation Rights	85
6.8	Keeping of Records and Books of Account	85
6.9	Compliance with Laws	85
6.10	Further Assurances	86
6.11	CoBank Equity and Securities	87
6.12	Use of Proceeds	88
6.13	Updates to Schedules and Annexes	88
6.14	Material Agreements	88
6.15	Benefit Plan Compliance	88
6.16	Interest Rate Protection	88
6.17	Post-Closing	89
ARTICLE VII.	NEGATIVE COVENANTS	90

7.1	Indebtedness	90
7.2	Liens	91
7.3	Affiliate Transactions	91
7.4	Contingent Obligations	91
7.5	Loans and Investments	91
7.6	Dividends and Related Distributions	92
7.7	Liquidations, Mergers, Consolidations, Acquisitions	93
7.8	Dispositions of Assets or Subsidiaries	93
7.9	Use of Proceeds	94
7.10	Subsidiaries, Partnerships and Joint Ventures	94
7.11	Continuation of or Change in Business	94
7.12	Fiscal Year	94
7.13	Issuance of Equity Interests	94
7.14	Changes in Organizational Documents	94
7.15	Negative Pledges; Other Inconsistent Agreements	95
7.16	Material Agreements	95
7.17	Employee Plans	95
7.18	Management Fees	95
7.19	Capital Expenditures	95
7.20	Anti-Corruption; Anti-Terrorism; Sanctions	95
7.21	Independence of Covenants	96
ARTICLE VIII.	FINANCIAL COVENANTS	96
8.1	Maximum Leverage Ratio	96
8.2	[Reserved]	96
8.3	Minimum Debt Service Coverage Ratio	96
ARTICLE IX.	EVENTS OF DEFAULT	96
9.1	Events of Default	96
9.2	Consequences of Event of Default	98
ARTICLE X.	THE ADMINISTRATIVE AGENT	101
10.1	Appointment and Authority	101
10.2	Rights as a Lender	101
10.3	No Fiduciary Duty	101
10.4	Exculpation	102
10.5	Reliance by the Administrative Agent	102
10.6	Delegation of Duties	102
10.7	Filing Proofs of Claim	103
10.8	Resignation of the Administrative Agent	103
10.9	Resignation of Swing Line Lender or Issuing Lender	104
10.10	Non-Reliance on the Administrative Agent and Other Lenders	105
10.11	Enforcement	105
10.12	No Other Duties, etc	105
10.13	Authorization to Release Collateral and Loan Parties	105

10.14	Compliance with Flood Laws	106
10.15	No Reliance on the Administrative Agent’s Customer Identification Program	106
10.16	Affiliates as Secured Parties	106
10.17	Certain ERISA Matters	106
10.18	Rate Disclaimer	107
ARTICLE XI.	MISCELLANEOUS	108
11.1	Modifications, Amendments or Waivers	108
11.2	No Implied Waivers; Cumulative Remedies	110
11.3	Expenses; Indemnity; Damage Waiver	110
11.4	Notices; Effectiveness; Electronic Communication	112
11.5	Severability	113
11.6	Duration; Survival	113
11.7	Successors and Assigns	113
11.8	Confidentiality	117
11.9	Counterparts; Integration; Effectiveness	118
11.10	Choice of Law; Submission to Jurisdiction; Waiver of Venue; Service of Process; Waiver of Jury Trial	119
11.11	USA Patriot Act Notice	120
11.12	Payments Set Aside	120
11.13	Secured Bank Products and Secured Hedge Agreements	120
11.14	Interest Rate Limitation	120
11.15	FCC and PUC Compliance	121
11.16	Keepwell	121
11.17	No Advisory or Fiduciary Responsibility	122
11.18	Recovery of Erroneous Payments	122
11.19	Effect of Amendment; No Novation	124
ARTICLE XII.	GUARANTY	125
12.1	Guaranty	125
12.2	Payment	125
12.3	Absolute Rights and Obligations	125
12.4	Maximum Liability	127
12.5	Contribution Agreement	129
12.6	Currency and Funds of Payment	129
12.7	Subordination	129
12.8	Enforcement	129
12.9	Set-Off and Waiver	130
12.10	Waiver of Notice; Subrogation	130
12.11	No Stay	131
12.1213	Additional Guarantors	131
12.13	Reliance	131
12.14	Receipt of Credit Agreement, Other Loan Documents, Benefits	132
12.15	Joinder	132
ARTICLE XIII.	COMMITMENTS OF LENDERS	135
ARTICLE XIV.	ADDRESSES FOR NOTICES TO ADMINISTRATIVE AGENT, ISSUING LENDER SWING LINE LENDER BORROWER AND GUARANTORS:	136

SCHEDULES
SCHEDULE 1.1(B)	----	COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(C)	----	PRICING
SCHEDULE 1.1(P)	----	EXISTING LIENS
SCHEDULE 5.1	----	QUALIFICATIONS TO DO BUSINESS AND JURISDICTION OF ORGANIZATION
SCHEDULE 5.6	----	SUBSIDIARIES
SCHEDULE 5.19	----	LICENSES
SCHEDULE 7.1	----	EXISTING INDEBTEDNESS
SCHEDULE 7.4(f)	----	EXISTING GUARANTEES
SCHEDULE 7.5(i)	----	EXISTING INVESTMENTS
SCHEDULE 11.7	----	VOTING PARTICIPANTS
EXHIBITS	----
EXHIBIT A	----	ASSIGNMENT AND ASSUMPTION
EXHIBIT B	----	COMPLIANCE CERTIFICATE
EXHIBIT C	----	GUARANTOR JOINDER
EXHIBIT D	----	LOAN REQUEST
EXHIBIT F-1	----	REVOLVING NOTE
EXHIBIT F-2	----	TERM LOAN NOTE
EXHIBIT F-3	----	DDTL NOTE
EXHIBIT F-4	----	INCREMENTAL TERM LOAN NOTE
EXHIBIT F-5	----	SWING LINE NOTE
EXHIBIT G	----	SOLVENCY CERTIFICATE
EXHIBIT H	----	TAX COMPLIANCE CERTIFICATES
EXHIBIT I	----	CONVERSION OR CONTINUATION NOTICE
EXHIBIT J	----	NOTICE OF INCREMENTAL TERM LOAN BORROWING
EXHIBIT K	----	PERMITTED ACQUISITION QUESTIONNAIRE
EXHIBIT L	----	PERMITTED ACQUISITION CERTIFICATE

	(a)	the percentage spread to be added to the Alternate Base Rate applicable to Base Rate Loans based on the Leverage Ratio then in effect according to the Pricing Grid below the heading “Applicable Margin for Base Rate Loans (Revolving Credit Facility)” or “Applicable Margin for Base Rate Loans (Term Loans)”, or

	(b)	the percentage spread to be added to the Adjusted Term SOFR Rate applicable to Term SOFR Rate Loans based on the Leverage Ratio then in effect according to the Pricing Grid below the heading “Applicable Margin for Term SOFR Rate Loans (Revolving Credit Facility)” or “Applicable Margin for Term SOFR Rate Loans (Term Loans)”.

(a)	for the Adjusted Term SOFR Rate, the first alternative set forth below that can be determined by the Administrative Agent:

	(i)	the sum of (x) Daily Simple SOFR Rate and (y) the Term SOFR Adjustment for a three-month Interest Period, or

	(ii)	the sum of (x) the alternate benchmark rate and (y) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and the Borrower as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time; and

(b)	for all other Benchmarks, the sum of (i) the alternate benchmark rate and (ii) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and the Borrower as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time;

	(1)	Net Cash Proceeds from Dispositions of capital assets to the extent reinvested in other capital assets,

	(2)	all cash insurance proceeds and condemnation awards received on account of any Casualty Event in respect of capital assets to the extent any such amounts are actually applied to replace, repair or reconstruct the damaged capital assets affected by the condemnation or taking in connection with such Casualty Event,

	(3)	any such expenditures financed with cash proceeds of indemnity payments or third party reimbursements received by a Loan Party, and

	(4)	the trade in amount of existing equipment solely to the extent that the gross amount of the purchase price of equipment acquired substantially contemporaneously therewith is reduced by such trade in amount.

	(a)	direct obligations of the United States of America or any agency or instrumentality thereof or obligations backed by the full faith and credit of the United States of America maturing in twelve (12) months or less from the date of acquisition;

	(b)	commercial paper maturing in 180 days or less rated not lower than A-1, by Standard & Poor’s or P-1 by Moody’s on the date of acquisition;

	(c)	demand deposits, time deposits or certificates of deposit maturing within one year in commercial banks that are organized under the laws of the United States or any state thereof or that is a foreign bank or branch or agency thereof acceptable to the Administrative Agent and, in any case, having combined capital, surplus and undivided profits in an amount equal to at least $1,000,000,000; and

	(d)	money market or mutual funds whose investments are limited to those types of investments described in clauses (a) through (c) above.

	(a)	all obligations of such Person for borrowed money (including the principal amount of any outstanding Loans) and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

	(b)	all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

	(c)	all net obligations of such Person under each Hedge Agreement to which it is a party (provided, that the amount of any net obligation under any Hedge Agreement on any date shall be deemed to be the Hedge Termination Value thereof as of such date);

	(d)	all obligations of such Person to pay the deferred purchase price of property or services to the extent required to be recognized under GAAP (other than trade accounts payable in the ordinary course of business and, in each case, not past due for more than 90 days after the date on which such trade account payable was created unless contested in good faith);

	(e)	obligations (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such obligations shall have been assumed by such Person or is limited in recourse;

	(f)	all obligations of such Person under Capital Leases and all its Synthetic Lease Obligations;

	(g)	all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;

	(h)	the net present value of future extraordinary executive compensation; and

	(i)	all fixed payment obligations of any Person under any Guarantee of such Person in respect of any of the foregoing.

	(ii)	all assets acquired (other than immaterial assets) are usable in, and any Acquired Business (including any of the Acquired Business’s Subsidiaries) is primarily engaged in, a line of business permitted under Section 7.11;

	(iii)	the Administrative Agent shall have received in accordance with the requirements of Section 6.10 all documents reasonably required by Administrative Agent to have a first-priority perfected security interest (subject to Permitted Liens other than with respect to any Equity Interests required to be pledged under the Security Agreement) in the Acquired Business acquired or created in such Acquisition, together with all opinions of counsel, certificates, resolutions, proof of insurance and other documents required by Section 6.10, in form and substance reasonably acceptable to the Administrative Agent;

	(iv)	[reserved];

	(v)	the aggregate amount of the consideration (including, in the case of consideration consisting of assets, the fair market value of the assets) paid or incurred by the Loan Parties and their Subsidiaries in connection with all such Acquisitions shall not exceed $500,000, individually, and $1,500,000 in the aggregate for all such Acquisitions during the term of this Agreement;

	(vi)	unless otherwise agreed to by the Administrative Agent in writing in its sole discretion, any Acquired Business (including any of its Subsidiaries) will be a direct or indirect, wholly-owned Domestic Subsidiary of the Borrower immediately after such Acquisition and the assets being acquired (other than a de minimis amount of assets) are located within the United States;

	(vi)	such Acquisition shall not be hostile and shall have been approved by all necessary corporate or limited liability company action of the Acquired Business;

	(viii)	to the extent the Acquisition exceeds the Diligence Threshold, the Borrower shall have provided to the Administrative Agent and the Lenders not later than ten (10) Business Days prior to the anticipated closing date of such Acquisition (or such shorter period as the Administrative Agent may agree in its sole discretion) with any requested due diligence materials regarding the Acquired Business and such other information as the Administrative Agent may reasonably request, which may include, without limitation, the total amount of such Acquisition and other terms and conditions of the Acquisition, the full name and jurisdiction of organization of any new Subsidiary created or acquired for the purpose of effecting such Acquisition, copies of historical and projected financial statements of the Acquired Business, a detailed description of assets to be acquired, copies of material agreements of the Acquired Business and copies of any agreements (including, for the avoidance of doubt, any Acquisition Agreement and related material documents), schedules or due diligence delivered in connection with the consummation of such Acquisition;

	(ix)	before and after giving effect to such Acquisition, no Default or Event of Default shall have occurred and be continuing or would reasonably be expected to result therefrom;

	(x)	before and after giving pro forma effect to such Acquisition, (A) the Loan Parties shall have a Leverage Ratio at least 0.50:1.00 less than the applicable Leverage Ratio required pursuant to Section 8.1 and (B) the Loan Parties shall otherwise be in compliance with the financial covenants set forth in Article VIII; provided that, the Borrower shall provide to Administrative Agent a certificate of a Compliance Officer of the Borrower (supported by reasonably detailed calculations) certifying (A) as to the foregoing and (B) based upon projections made in good faith by the management of the Borrower, the Loan Parties are projected to remain in compliance with the financial covenants set forth in Article VIII for at least the next following four fiscal quarters ending after consummation of such Acquisition;

	(a)	in the case of any Debt Incurrence, an amount equal to: (i) the aggregate amount of all cash and Cash Equivalents received by any Loan Party or any of its Subsidiaries in respect of such Debt Incurrence, minus (ii) customary, bona fide, out-of-pocket direct costs incurred by such Loan Party and its Subsidiaries in connection with such issuance;

	(b)	in the case of any Equity Issuance, an amount equal to: (i) the aggregate amount of all cash and Cash Equivalents received by any Loan Party or any of its Subsidiaries in respect of such Equity Issuance, minus (ii) customary, bona fide, out-of-pocket direct costs incurred by such Loan Party and its Subsidiaries in connection with such issuance;

	(c)	in the case of any Casualty Event, an amount equal to: (i) the aggregate amount of all cash and Cash Equivalents received by any Loan Party or any of its Subsidiaries from such Casualty Event in excess of $500,000 in any fiscal year, minus (ii) the sum of all customary, bona fide, out-of-pocket direct costs incurred by such Loan Party and its Subsidiaries in connection with collecting such cash payments; and

	(d)	in the case of any Disposition, an amount equal to: (i) the aggregate amount of all cash and Cash Equivalents received by any Loan Party or any of its Subsidiaries from such Disposition (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or return of funds held in escrow or otherwise, but only as and when received) in excess of $500,000 in any fiscal year, minus (ii) the sum of (x) all income taxes and other taxes assessed by a Governmental Authority as a result of such transaction, (y) all customary, bona fide, out-of-pocket direct transaction costs incurred by such Loan Party and its Subsidiaries in connection with such Disposition, and (z) amounts applied to repayment of permitted Indebtedness (other than the Obligations) secured by a Permitted Lien on the asset or property disposed of having priority over the Lien of the Administrative Agent on the Collateral;

	(xi)	if such Acquisition constitutes the extension of Indebtedness by a Loan Party to any Person who is not a Loan Party, such Investment shall have been permitted under the terms of Sections 7.1 and 7.5 and shall be evidenced by a written promissory note in form and substance acceptable to the Administrative Agent; provided that, such promissory note shall be collaterally assigned and delivered to the Administrative Agent as security for the Secured Obligations if and to the extent the aggregate amount of all such unassigned and undelivered promissory notes together with the other instruments described in Section 4.5 of the Security Agreement exceeds the threshold described therein;

	(xii)	at least five (5) Business Days prior to the closing date of such Acquisition, the Administrative Agent shall have received (A) all documentation and other information requested by (or on behalf of) any Lender in order to complywith requirements of Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions and (B) if the Borrower or any other Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification; and

	(xiii)	within five (5) Business Days (or such longer period as the Administrative Agent may agree in its sole discretion) following the closing date of such Acquisition, the Borrower shall deliver to the Administrative Agent (i) copies of the fully executed Acquisition Agreement for such Acquisition, together with all schedules, exhibits, attachments, amendments and other modifications thereto, (ii) any historical or pro forma financial statements or projections related to such Acquisition and (iii) such other documents and information as the Administrative Agent may request in its reasonable discretion.

	(a)	Liens for taxes, assessments, or similar charges and levies of any Governmental Authority not yet due or which are being diligently contested in good faith by appropriate and lawful proceedings that suspend enforcement of such Liens and for which adequate reserves or other appropriate provisions in accordance with GAAP have been set aside on such Loan Party’s books;

	(b)	pledges or deposits made in the ordinary course of business to secure payment of worker’s compensation, or to participate in any fund in connection with worker’s compensation, unemployment insurance, old-age pensions or other social security programs, other than any Lien imposed by ERISA;

	(c)	Liens of mechanics, repairmen, materialmen, warehousemen, carriers, suppliers, landlords or other like Liens that are incurred in the ordinary course of business and either (i) secure obligations that are not overdue by more than thirty(30) days or (ii) are being diligently contested in good faith by appropriate and lawful proceedings that suspend enforcement of such Liens and for which adequate reserves or other appropriate provisions in accordance with GAAP have been set aside on such Loan Party’s books;

	(d)	good-faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, trade contracts (other than Indebtedness) or leases, not in excess of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, performance or other similar bonds required in the ordinary course of business;

	(e)	encumbrances consisting of zoning restrictions, easements, right-of-way or other encumbrances, title defects and restrictions on the use of real property that in the aggregate are not substantial in amount and none of which materially impairs the use of such property or the value thereof, none of which is violated in any material respect by existing or proposed structures or land use and which do not interfere with the ordinary conduct of the business of the applicable Loan Party;

	(f)	Liens, security interests and mortgages in favor of the Administrative Agent for the benefit of the Secured Parties;

	(g)	any Lien existing on the date of this Agreement and described on Schedule 1.1(P), provided that (a) the principal amount secured thereby is not hereafter increased, (b) no additional assets become subject to such Lien, (c) the direct or contingent obligor with respect thereto is not changed and (d) any renewal or extension of the Obligations secured or benefitted thereby is permitted by Section 7.1(b);

	(h)	CoBank’s Lien (including the right of setoff) in the CoBank Equities and in any cash patronage;

	(i)	Liens resulting from judgments or orders not constituting an Event of Default under Section 9.1(f);

	(j)	Liens securing Indebtedness permitted under Section 7.1(c), provided, that (i) such Liens do not at any time encumber any property other than the property purchased, leased or otherwise acquired with the proceeds of such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being so purchased, leased or otherwise acquired on the date of its purchase, lease or other acquisition;

	(k)	Liens in favor of Rural Telephone Finance Cooperative (“RTFC”), provided such Liens only encumber patronage capital of Hutchinson Telephone Company in RTFC;

	(l)	customary offset rights arising in the ordinary course of business of brokers and depository banks arising under applicable Law or the terms of a Loan Party’s deposit agreement with such entity;

	(m)	Liens solely on any cash earnest money deposits made by any Loan Party or any of its Subsidiaries in connection with any letter of intent or Acquisition Agreement with respect to any Permitted Acquisition to the extent otherwise permitted by this Agreement; and

	(n)	Liens in favor of a Funding Agency arising under any Funding Agreement; provided that (i) such Liens are required by applicable Law to be granted in connection with the applicable Funding Program and (ii) no such Lien shall extend to or cover property of the applicable Loan Party or Subsidiary other than the property financed by, or constructed or acquired with, the proceeds received by such Loan Party or Subsidiary, as applicable, pursuant to any such Funding Agreement.

	(a)	for any calculation with respect to a Term SOFR Rate Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, (i) that if as of 3:00 p.m. on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Transition Event with respect to the Term SOFR Reference Rate has not occurred, then the Term SOFR Rate will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day; and (ii) the Term SOFR Rate for the Initial Interest Period (if applicable) shall be the Term SOFR Reference Rate for a tenor of one month on the Periodic Term SOFR Determination Day that is two U.S. Government Securities Business Days prior to the Closing Date;

	(b)	for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base Rate Term SOFR Determination Day”) that is two U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 3:00 p.m. on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Transition Event with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR Rate will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination Day;

	(a)	Term A-1 Loan Commitments. Subject to the terms and conditions hereof, and relying upon the representations and warranties of the Loan Parties set forth herein and in the other Loan Documents, each Term A-1 Lender severally agrees to make the Term A-1 Loan to the Borrower on the Closing Date in such principal amount as the Borrower shall request up to, but not exceeding the lesser of (i) such Term A-1 Lender’s Term A-1 Loan Commitment or (ii) such Term A-1 Lender’s Pro Rata Share of the aggregate principal amount of Term A-1 Loans to be funded on the Closing Date. The request by the Borrower for the Term A-1 Loan shall be deemed to be a representation by the Borrower that it shall be in compliance with Article IV both before and after giving effect to the requested Term A-1 Loan.

	(b)	Term A-1 Loan Request. The Borrower shall request the Term A-1 Lenders to make the Term A-1 Loans by delivering to the Administrative Agent, not later than 11:00 a.m., (i) three (3) U.S. Government Securities Business Days prior to the Closing Date with respect to Term SOFR Rate Loans (or such shorter period of time as the Administrative Agent may agree in its sole discretion); and (ii) one (1) Business Day prior to the Closing Date with respect to Base Rate Loans (or such shorter period of time as the Administrative Agent may agree in its sole discretion), a duly completed Loan Request. The Loan Request with respect to the Term A-1 Loan shall be subject to the occurrence of the Closing Date but otherwise shall be irrevocable and shall specify the aggregate amount of the proposed Term A-1 Loans comprising each Borrowing, and, if applicable, the Interest Period, which amounts shall be in (x) integral multiples of $500,000 and not less than $1,000,000 for each Borrowing under the Term SOFR Rate Option and (y) integral multiples of $500,000 and not less than $1,000,000 for each Borrowing under the Base Rate Option.

	(c)	Nature of Lenders’ Obligations with Respect to Term Loans. The failure of any Term A-1 Lender to make a Term Loan shall not relieve any other Term A-1 Lender of its obligations to make a Term A-1 Loan nor shall it impose any additional liability on any other Lender hereunder. The Term A-1 Lenders shall have no obligation to make the Term A-1 Loans after the Closing Date. The Term A-1 Loan Commitments are not revolving commitments, and the Borrower shall not have the right to repay and reborrow under Section 2.1.

	(d)	Repayment of Term Loans. In addition to any prepayments or repayments made pursuant to Sections 2.123 and 2.134, commencing with the fiscal quarter ending June 30, 2026, the Borrower shall repay the aggregate outstanding principal balance of the Term A-1 Loan in quarterly principal payments on the last Business Day of each fiscal quarter for the periods and in the amounts set forth in the following table:

Quarterly Payment Dates	Quarterly Repayments
June 30, 2026 – March 31, 2028	$781,250.00
June 30, 2028 through Maturity Date	$1,562,500.00
Maturity Date	Outstanding principal balance of the Term A-1 Loans

	(i)	Following the Closing Date, the Borrower may from time to time prior to the Maturity Date with respect to the Term Loan Facility, request that additional Tranches of Term Loans be made to it in accordance with this Section 2.1(e) (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to the Administrative Agent, specifying (subject to the restrictions set forth in Section 2.1(e)(ii)) therein (v) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount of $5,000,000 and integral multiples of $5,000,000 in excess thereof), (w) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than thirty (30) days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (x) the Interest Rate Option(s) and the Applicable Margin(s) to be applicable to all Incremental Term Loans in such Tranche, (y) the amortization for all Incremental Term Loans in such Tranche, and (z) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(e)(iv), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties. At the time of delivery of each Notice of Incremental Term Loan Borrowing, the Borrower shall also deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower certifying (1) that, both before and after giving effect to a Borrowing of such Tranche of Incremental Term Loans, the Borrower shall be in pro forma compliance with the covenants set forth in Article VIII as of the most recent period for which financial statements have been delivered (and showing the calculations thereof), and (2) that no Default or Event of Default then exists or would be caused thereby. There shall be no more than seven (7) Tranches of Incremental Term Loans.

	(ii)	The aggregate principal amount of all Incremental Term Loan Commitments of all Tranches of Incremental Term Loans made pursuant to this Section 2.1(e) shall not exceed the Maximum Aggregate Increase Amount. Repayments of the principal of any Incremental Term Loans may not be reborrowed. Each Tranche of Incremental Term Loans shall bear interest at the Alternate Base Rate or the Benchmarks plus such Applicable Margin as is set forth in the Notice of Incremental Term Loan Borrowing related to such Tranche, and shall be subject to the amortization set forth in the applicable Notice of Incremental Term Loan Borrowing relating to such Tranche, provided, however, to the extent that the Applicable Margin for the Alternate Base Rate or any Benchmark under any Tranche of Incremental Term Loans exceed by more than 0.50% the Applicable Margin for the Alternate Base Rate or for such Benchmark for the existing Term Loan Facility, determined as of the effective date of the Incremental Term Loan Commitment of such Tranche of Incremental Term Loans, the Applicable Margin for the Alternate Base Rate or such Benchmark for the existing Term Loan Facility, as applicable, shall be increased so that the Applicable Margin for the Alternate Base Rate or such Benchmark, as applicable, on such Tranche of Incremental Term Loans and the existing Term Loan Facility are equal, (ii) the final maturity date of any Tranche of Incremental Term Loans shall be no earlier than the Maturity Date with respect to the Term Loans. The weighted average life of any Tranche of Incremental Term Loans shall be equal to or greater than the remaining life of the Term Loan Facility, determined as of the effective date of the Incremental Term Loan Commitment for such Tranche of Incremental Term Loans. The original issue discount or the upfront fees applicable to any Tranche of Incremental Term Loans shall not be more than 0.50% of the aggregate principal amount of the Incremental Term Loans thereunder. Any representation, covenant or Event of Default applicable to any Tranche of Incremental Term Loans that is more restrictive than the equivalent representation, covenant or Event of Default set forth in this Agreement shall be deemed to be applicable to all Loans hereunder. All Incremental Term Loans shall for all purposes be Obligations hereunder and under the Loan Documents.

	(iii)	Upon receipt of a request for a Tranche of Incremental Term Loans from the Borrower, the Administrative Agent may, in its sole discretion, offer one or more Term Lenders, other Lenders or new lenders that are Eligible Assignees, and, with the consent of the Borrower, other new lenders that are not Eligible Assignees the opportunity, in such amounts as the Administrative Agent shall determine, to participate in the requested Tranche of Incremental Term Loans. The Administrative Agent shall have no obligation to offer any Lender or new lender the opportunity to participate in any such Tranche of Incremental Term Loans and nothing herein shall prohibit the Administrative Agent from retaining for its own account, as an Incremental Term Lender, all or substantially all of such Tranche of Incremental Term Loans. Each Term Lender, other Lender or new lender that fails to respond to such a notice in writing in a form acceptable to the Administrative Agent within the period of time provided therein shall be deemed to have elected not to participate in such Tranche of Incremental Term Loans. No Lender or new lender shall have any obligation to fund any Incremental Term Loan, and any decision by a Lender or new lender to fund any Incremental Term Loan shall be made in its sole discretion independently from any other Lender or new lender.

	(iv)	If in response to the offer to participate in such Tranche made by the Administrative Agent pursuant to clause (iii) above, the Administrative Agent receives commitments from Lenders and/or from any other Person that (x) qualifies as an Eligible Assignee and is reasonably acceptable to the Borrower and the Administrative Agent and (y) has agreed to become a Lender in respect of all or a portion of the Incremental Term Loan (an “Additional Incremental Term Lender”), in excess of the requested Incremental Term Loan, the Administrative Agent shall have the right, in its sole discretion but with the consent of the Borrower, to reduce and reallocate (within the minimum and maximum amounts specified by each such Lender or Additional Incremental Term Lender in its notice to the Administrative Agent) the shares of the Incremental Term Loan of the Lenders or Additional Incremental Term Lenders willing to fund (or commit to fund) such Incremental Term Loan so that the total committed Incremental Term Loan equals the requested Incremental Term Loan. If the Administrative Agent does not receive commitments from Lenders or Additional Incremental Term Lenders in an amount sufficient to fund the requested Incremental Term Loan, the Administrative Agent shall so notify Borrower and the request for such Incremental Term Loan shall be deemed automatically rescinded; provided, the Borrower may submit a replacement Notice of Incremental Term Loan Borrowing setting forth different terms for the requested Incremental Term Loan.

	(v)	An agreement to fund Incremental Term Loans (an “Incremental Term Loan Funding Agreement”), pursuant to this Section 2.1(e) shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower signed by each Loan Party, by each Additional Incremental Term Lender and by each existing Lender who has agreed to fund such Incremental Term Loans, setting forth the new Incremental Term Loans of such Lenders and setting forth the agreement of each Additional Incremental Term Lender to become a party to this Agreement as a Lender and to be bound by all the terms and provisions hereof, together with officer’s certificates and ratification agreements executed by each Loan Party and such evidence of satisfaction of all conditions set forth in Section 4.2, appropriate corporate authorization on the part of each Loan Party with respect to the requested Incremental Term Loan, amendments to any other Loan Documents reasonably requested by the Administrative Agent in relation to the requested Incremental Term Loan (which amendments to the Loan Documents (other than this Agreement) the Administrative Agent is hereby authorized to execute on behalf of the Lenders), updates or endorsements to policies of title insurance, flood hazard determination certificates (and, if applicable, evidence of flood insurance) with respect to each parcel of property subject to a Mortgage, the results of lien searches from applicable jurisdictions, and such opinions of counsel for the Loan Parties with respect to the requested Incremental Term Loan and other assurances as the Administrative Agent may reasonably request.

	(vi)	In addition to any prepayments or repayments made pursuant to Sections 2.123 and 2.134, the principal of the Incremental Term Loans of each Tranche shall be repaid on such dates and in such amounts as may be set forth in the Notice of Incremental Term Loan Borrowing for such Tranche, to be applied to the unpaid principal amount of the Incremental Term Loans for such Tranche for which such payment relates. Notwithstanding anything herein to the contrary, the entire outstanding principal balance of the Incremental Term Loans shall be due and payable in full in cash on the applicable Maturity Date.

	(vii)	The Administrative Agent shall record relevant information regarding each Tranche of Incremental Term Loans (including information with respect to Additional Incremental Term Lenders) in the Register in accordance with Section 11.7(c); provided, however, that failure to make any such recordation, or any error in such recordation, shall not affect the Borrower’s obligations in respect of any Incremental Term Loan Commitment or Incremental Term Loan.

Nuvera Communications, Inc 8-K, filed Jun 25, 2024

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ARTICLE XII.GUARANTY

ARTICLE IDEFINITIONS

1.1 Defined Terms. For purposes of this Agreement, in addition to the terms defined elsewhere herein, the following terms shall have the meanings set forth below:

ARTICLE IICREATION OF SECURITY INTEREST

(i) all Accounts, Letters of Credit, Letter-of-Credit Rights, and Supporting Obligations;

(ii) all Contracts;

(iii) all Deposit Accounts;

(iv) all Goods, including all Equipment and Inventory;

(v) all Fixtures;

(vi) all oil, gas or other minerals before extraction;

(vii) all Commercial Tort Claims, including such Commercial Tort Claims as are listed on Annex I hereto;

(viii) all Equity Interests and all Investment Property;

(ix) all General Intangibles (including all Licenses to the fullest extent permitted by Law and all Proceeds from the sale, transfer, lease, assignment or other disposition of the Licenses);

(x) all monies and Cash Equivalents;

(xi) all Instruments;

(xii) all Documents;

(xiii) all Domain Name Collateral, Copyright Collateral, Patent Collateral and Trademark Collateral;

(xiv) to the extent not covered by clauses (i) through (xiii) above and not specifically excluded under Section 2.3 below, all of such Grantor’s other personal property; and

(xv) all Proceeds of the foregoing.

2.2 Security for Secured Obligations. This Agreement and the Collateral secure the full and prompt payment and performance of the Secured Obligations.

2.3 Excluded Collateral. Notwithstanding anything to the contrary contained herein, as and to the extent provided in this Section 2.3, the Collateral shall not include, and the Lien of this Agreement and any other Collateral Documents shall not attach to, the following:

(B) the Equity Interests of any Grantor in any Foreign Subsidiary (1) that represents in excess of 65% of the outstanding voting stock of such Foreign Subsidiary or (2) that is not a “First Tier” Foreign Subsidiary owned by any Grantor;

ARTICLE IIIREPRESENTATIONS AND WARRANTIES

3.4 [Reserved].

3.8 Intellectual Property.

3.10 Real Property.

(A) All Material Real Property, if any, leased by each Grantor as of the date hereof or as of the date of the most recent Compliance Certificate, a description of the use of such property, and the name of the lessor of such real property are set forth in Annex J.

(B) All Material Real Property consisting of Material Owned Property, if any, as of the date hereof or as of the date of the most recent Compliance Certificate, together with the estimated value of such property and a description of the use of such property, is set forth in Annex J.

ARTICLE IVCOVENANTS

4.3 Records; Inspection.

(C) The Administrative Agent and the Lenders shall have inspection rights as set forth in Section 6.7 of the Amended and Restated Credit Agreement and as set forth in any other Loan Document, including any Mortgage or other Collateral Document.

4.8 [Reserved].

4.9 Insurance. Each Grantor will obtain and maintain policies of insurance as required pursuant to the terms of the Amended and Restated Credit Agreement.

4.10 Intellectual Property.

Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by any material Copyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as required under applicable Laws.

Each Grantor for its material Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses, Domain Names and Domain Name Licenses shall keep current all applicable maintenance fees, affidavits and other filings or payments.

4.13 [Reserved].

ARTICLE VCERTAIN PROVISIONS RELATING TO EQUITY INTERESTS

5.1 Ownership; After-Acquired Equity Interests.

(A) Except as provided in Section 2.3, each Grantor will cause the Equity Interests pledged by it hereunder to constitute at all times 100% of the Equity Interests in each issuer held by such Grantor.

ARTICLE VIREMEDIES

To transfer to or register in its name or the name of any of its agents or nominees all or any part of the Collateral, without notice to any Grantor and with or without disclosing that such Collateral is subject to the security interest created hereunder;

6.2 Application of Proceeds.

6.5 Registration; Private Sales.

ARTICLE VIISTANDARD OF CARE; FURTHER ASSURANCES

ARTICLE XII.
GUARANTY

ARTICLE I

DEFINITIONS

ARTICLE II

CREATION OF SECURITY INTEREST

ARTICLE III

REPRESENTATIONS AND WARRANTIES

ARTICLE IV

COVENANTS

ARTICLE V

CERTAIN PROVISIONS RELATING TO EQUITY INTERESTS

ARTICLE VI

REMEDIES

ARTICLE VII

STANDARD OF CARE; FURTHER ASSURANCES

	(a)	Revolving Loan Commitments. Subject to the terms and conditions hereof and relying upon the representations and warranties of the Loan Parties set forth herein and in the other Loan Documents, each Revolving Lender severally agrees to make Revolving Loans to the Borrower at any time or from time to time on or after the Closing Date to, but not including, the Maturity Date with respect to the Revolving Credit Facility, provided, that after giving effect to each such Revolving Loan (i) the aggregate principal amount of such Revolving Lender’s Revolving Loans shall not exceed its Available Revolving Commitment and (ii) the aggregate outstanding principal amount of all Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Revolving Loan shall be deemed to be a representation by the Borrower that it shall be in compliance with the proviso at the end of the preceding sentence and with Article IV after giving effect to the requested Revolving Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.2.

	(b)	Revolving Loan Requests. Except as otherwise provided herein, the Borrower may from time to time prior to the Maturity Date request the Revolving Lenders to make Revolving Loans by delivering to the Administrative Agent, not later than 11:00 a.m., (i) three (3) U.S. Government Securities Business Days prior to the proposed Borrowing Date with respect to Term SOFR Rate Loans; and (ii) one (1) Business Day prior to the proposed Borrowing Date with respect to Base Rate Loans, a duly completed Loan Request. Each such Loan Request shall be irrevocable and shall specify the aggregate amount of the proposed Revolving Loans comprising each Borrowing, and, if applicable, the Interest Period, which amounts shall be in (x) integral multiples of $250,000 and not less than $500,000 for each Borrowing under the Term SOFR Rate Option and (y) integral multiples of $250,000 and not less than $500,000 for each Borrowing under the Base Rate Option.

	(c)	Nature of Lenders’ Obligations with Respect to Revolving Loans. Each Revolving Lender shall be obligated to participate in each request for Revolving Loans pursuant to this Section 2.2 in accordance with its Pro Rata Share. The obligations of each Revolving Lender hereunder are several. The failure of any Revolving Lender to perform its obligations hereunder shall not affect the Obligations of the Borrower to any other party nor shall any other party be liable for the failure of such Revolving Lender to perform its obligations hereunder. Other than Revolving Loans in repayment of Swing Line Loans in accordance with Section 2.4(e), the Revolving Lenders shall have no obligation to make Revolving Loans hereunder on or after the Maturity Date with respect to the Revolving Credit Facility.

	(d)	Repayment of Revolving Loans. Notwithstanding anything herein or in any other Loan Document to the contrary, the Borrower shall repay the entire outstanding principal amount of Revolving Loans, together with all outstanding interest thereon and unpaid fees with respect thereto, on the Maturity Date with respect to the Revolving Credit Facility.

	(a)	DDTL Commitments. Subject to the terms and conditions hereof and relying upon the representations and warranties of the Loan Parties set forth herein and in the other Loan Documents, each DDTL Lender severally agrees to make Delayed Draw Term Loans to the Borrower during the period from the Closing Date through the DDTL Expiration Date with respect to the DDTL Facility in such principal amount as the Borrower shall request up to, but not exceeding, the lesser of (i) such DDTL Lender’s DDTL Commitment or (ii) such DDTL Lender’s Pro Rata Share of the aggregate principal amount of the Delayed Draw Term Loans to be funded on the applicable Borrowing Date. Each request by the Borrower for a Delayed Draw Term Loan shall be deemed to be a representation by the Borrower that it shall be in compliance with Article IV after giving effect to the requested Delayed Draw Term Loan.

	(b)	Delayed Draw Term Loan Requests. Except as otherwise provided herein, the Borrower may from time to time prior to the DDTL Expiration Date request the DDTL Lenders to make Delayed Draw Term Loans by delivering to the Administrative Agent, not later than 11:00 a.m. five (5) Business Days prior to the proposed Borrowing Date (or such shorter period of time as agreed to by the Administrative Agent in its sole discretion), a duly completed Loan Request. Each such Loan Request shall be irrevocable and shall specify the aggregate amount of the proposed Delayed Draw Loans comprising each Borrowing, and, if applicable, the Interest Period, which amounts shall be in (x) integral multiples of $500,000 and not less than $1,000,000 for each Borrowing under the Term SOFR Rate Option and (y) integral multiples of $500,000 and not less than $1,000,000 for each Borrowing under the Base Rate Option or, if less than such minimum principal amount or integral multiple, the remaining balance of the DDTL Commitment. In no event shall the Borrower make more than five (5) Loan Requests under the DDTL Facility.

	(c)	Nature of Lenders’ Obligations with Respect to Delayed Draw Term Loans. Each DDTL Lender shall be obligated to participate in each request for Delayed Draw Term Loans pursuant to this Section 2.3 in accordance with its Pro Rata Share. The obligations of each DDTL Lender hereunder are several. The failure of any DDTL Lender to perform its obligations hereunder shall not affect the Obligations of the Borrower to any other party nor shall any other party be liable for the failure of such DDTL Lender to perform its obligations hereunder. The DDTL Lenders shall have no obligation to make any Delayed Draw Term Loan hereunder after the DDTL Expiration Date. The DDTL Commitments are not revolving commitments, and the Borrower shall not have the right to repay and reborrow under Section 2.3.

	(a)	Swing Line Commitments. Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.4, the Swing Line Lender shall make Swing Line Loans to the Borrower at any time or from time to time after the Closing Date to, but not including, the Maturity Date with respect to the Revolving Credit Facility; provided, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of Swing Line Loans shall not exceed the Swing Line Commitment, and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Article IV after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.4. The Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount of the difference in the manner and pursuant to the terms of Section 2.2(b).

	(b)	Cash Management Arrangements. The Borrower and the Swing Line Lender may enter into a cash management agreement (including the CoBank Cash Management Agreement) providing for the automatic advance by the Swing Line Lender of Swing Line Loans under the conditions set forth in such agreement, which conditions shall be in addition to the conditions set forth herein and which shall be in form and substance reasonably acceptable to the Administrative Agent.

	(c)	Swing Line Loan Requests. Except as otherwise provided herein, the Borrower may from time to time prior to the Maturity Date with respect to the Revolving Credit Facility request that the Swing Line Lender make Swing Line Loans by delivery to the Swing Line Lender (with a copy to the Administrative Agent) not later than 12:00 noon (or such later time as the applicable cash management agreement, if any, may permit or otherwise as the Swing Line Lender in its sole discretion may agree) on the proposed Borrowing Date of a duly completed and executed Loan Request, by telephonic request promptly followed by a duly completed and executed Loan Request, or by such other method of request as may be provided for in any applicable cash management agreement. Each such request shall be irrevocable and shall specify the proposed Borrowing Date and the principal amount of such Swing Line Loan. Minimum borrowing amounts shall not apply to Swing Line Loans, except as provided for in any applicable cash management agreement. Promptly after receipt of any such request for a Swing Line Loan, the Swing Line Lender will confirm with the Administrative Agent that the Administrative Agent received a copy of the same and, if not, provide the Administrative Agent with information regarding the requested Swing Line Loan.

	(d)	Making Swing Line Loans. So long as the Swing Line Lender has not received timely telephonic or written notice from the Administrative Agent that one or more conditions precedent to the making of a Credit Extension under Section 4.2 have not been satisfied, the Swing Line Lender, after receipt by it of a Loan Request in accordance with Section 2.4(c), shall fund such Swing Line Loan to the Borrower in Dollars and immediately available funds at the Principal Office prior to 2:00 p.m. or as otherwise agreed in any applicable cash management agreement on the Borrowing Date; provided, that at any time that the CoBank Cash Management Agreement is in effect, the Swing Line Lender may waive, in its sole discretion, any one or more of the conditions precedent in Section 4.2 with respect to the making of any Swing Line Loan.

	(e)	Borrowings to Repay Swing Line Loans. The Swing Line Lender may, at its option, exercisable at any time for any reason whatsoever, request that the Administrative Agent demand repayment of the Swing Line Loans. Upon such request, the Administrative Agent shall demand repayment of the Swing Line Loans, and each Revolving Lender shall make a Revolving Loan in an amount equal to such Lender’s Pro Rata Share of the aggregate principal amount of the outstanding Swing Line Loans, plus, if the Swing Line Lender has so requested, accrued interest thereon, provided, that no Revolving Lender shall be obligated in any event to make Revolving Loans in excess of its Available Revolving Commitment. Revolving Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.2(b) without regard to any of the requirements of that provision. Each Revolving Lender acknowledges and agrees that its obligations to fund Swing Line Loans pursuant to this Section 2.4(e) and/or to acquire participations pursuant to Section 2.4(f) in respect of Swing Line 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 the Borrower to satisfy any of the conditions set forth in Section 4.2. The Administrative Agent shall provide notice to the Revolving Lenders that such Revolving Loans are to be made under this Section 2.4 and of the apportionment among the Revolving Lenders, and the Revolving Lenders shall be unconditionally obligated to fund such Revolving Loans (whether or not the conditions specified in Section 2.2(b) are then satisfied) by the time requested by the Swing Line Lender and designated in such notice from the Administrative Agent, which shall not be earlier than 2:00 p.m. on the Business Day next after the date the Revolving Lenders receive such notice from the Administrative Agent.

	(f)	Risk Participations in Swing Line Loans. Immediately upon the making of each Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in such Swing Line Loan in an amount equal to such Revolving Lender’s Pro Rata Share of the principal amount of such Swing Line Loan, and such interest and participation may be recovered from such Revolving Lender together with interest thereon at the Alternate Base Rate for each day during the period commencing on the date of demand and ending on the date such amount is received (subject to the limitation in clause (e) above that no Revolving Lender shall be obligated in any event to make Revolving Loans in excess of its Available Revolving Commitment).

	(i)	Base Rate Option: An option to pay interest at a fluctuating rate per annum equal to the Alternate Base Rate in effect as of any date of determination plus the Applicable Margin as of such date; or

	(ii)	Term SOFR Rate Option: An option to pay interest at a fluctuating rate per annum equal to the Adjusted Term SOFR Rate with respect to the applicable Interest Period and as in effect as of any date of determination plus the Applicable Margin as of such date.

	(b)	Day Count Basis. Interest and fees shall be calculated on the basis of a 360-day year for the actual number of days elapsed (which results in more interest or fees, as the case may be, being paid than if calculated on the basis of a 365- day year); provided that interest with respect to Base Rate Loans incurring interest based on the Prime Rate shall be calculated on the basis of a 365/366-day year. The date of funding or conversion of a Term SOFR Rate Loan 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 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 (1) day’s interest shall be charged.

	(c)	SOFR. In connection with the use or administration of the Term SOFR Rate and the Adjusted Term SOFR Rate and clause (c) of the definition of Alternate Base Rate, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use or administration of the Term SOFR Rate, and the Adjusted Term SOFR Rate or clause (c) of the definition of the Alternate Base Rate.

	(a)		Amount of Loans. After giving effect to such conversion or continuation, each Borrowing of Term A-1 Loans, Revolving Loans, Delayed Draw Term Loans, and Incremental Term Loans shall be in an amount no less than the applicable minimum amount for Term A-1 Loans as set forth in Section 2.1(a), Revolving Loans as set forth in Section 2.2(b), for Delayed Draw Term Loans as set forth in Section 2.3(b), or in the applicable Incremental Term Loan Funding Agreement.

	(b)		Commencement of Interest Period. In the case of any borrowing of, conversion to or continuation of any Term SOFR Rate Loan, the Interest Period shall commence on the date (which shall be a Business Day) of advance or continuation of, or conversion to, any Term SOFR Rate Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date (which shall be a Business Day) on which the immediately preceding Interest Period expires. Upon a conversion from a Term SOFR Rate Loan to a Base Rate Loan, interest at the Base Rate Option shall commence on the last day of the existing Interest Period.

(c)		Selection of Interest Rate Options. If the Borrower elects to continue a Term SOFR Rate Loan but fails to select a new Interest Period to apply thereto, then a one month Interest Period automatically shall apply. If the Borrower fails to duly request the continuation of any Borrowing consisting of Term SOFR Rate Loans on or before the date specified and otherwise in accordance with the provisions of this Section 2.6, then such Term SOFR Rate Loan automatically shall be converted to a Base Rate Loan, interest at the Base Rate Option shall commence on the last day of the existing Interest Period.

	(b)	Pro Rata Treatment of Lenders. The borrowing of any Tranche or any Class of Loan, as applicable, shall be allocated to each Lender of such Tranche or such Class of Loan, as applicable, according to its Pro Rata Share thereof, and each selection of, conversion to or renewal of any Interest Rate Option and each payment or prepayment by the Borrower with respect to principal and interest due from the Borrower hereunder to the Lenders with respect to the applicable Tranche or Class of Commitments and Loan, as applicable, shall (except as otherwise may be provided with respect to a Defaulting Lender and except as provided in Section 3.1 or Section 3.6) be payable ratably among the Lenders of such Tranche or Class of Loan, as applicable, entitled to such payment in accordance with the amount of principal and interest then due or payable to such Lenders as set forth in this Agreement.

	(c)	Presumptions by the Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed Borrowing Date that such Lender will not make available to the Administrative Agent such Lender’s share of any Loan, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.1, Section 2.2, Section 2.3, or Section 2.4, as the case may be, and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of such Loan available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the interest rate then applicable to Base Rate Loans. If such Lender pays its share of the applicable Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. If the Borrower and such Lender pay such interest for the same period, the Administrative Agent promptly shall remit to the Borrower the amount of interest paid by Borrower for such overlapping period. Nothing in this Section 2.7(c) or elsewhere in this Agreement or the other Loan Documents, including the provisions of Section 2.14, shall be deemed to require the Administrative Agent (or any other Lender) to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

	(b)	Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the ratable account of the Revolving Lenders a fee (the “Letter of Credit Fee”) equal to the Applicable Letter of Credit Fee Rate (computed on the basis of a year of 360 days and actual days elapsed), which fee shall be computed on the daily average Letter of Credit Obligations and shall be payable quarterly in arrears on each Interest Payment Date and on the Maturity Date. The Borrower shall also pay to the Issuing Lender for the Issuing Lender’s sole account a fronting fee in an amount equal to 0.125% per annum of the face amount of each Letter of Credit, as well as the Issuing Lender’s then in effect customary fees and administrative expenses payable with respect to the Letters of Credit as the Issuing Lender may generally charge or incur from time to time in connection with the issuance, maintenance, amendment (if any), assignment or transfer (if any), negotiation, and administration of Letters of Credit.

	(c)	Disbursements, Reimbursement. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a participation in such Letter of Credit and each drawing thereunder, without recourse or warranty, in an amount equal to such Revolving Lender’s Pro Rata Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively.