Loan payable:

Amended

2019

Credit

Facility

June 14, 2019,

the Company and its wholly-owned subsidiaries, Tucows.com Co., Ting Fiber, Inc., Ting Inc., Tucows (Delaware) Inc. and Tucows (Emerald), LLC entered into an Amended and Restated Senior Secured Credit Agreement (the “Amended

2019

Credit Facility”) with Royal Bank (“RBC”), as administrative agent, and lenders party thereto (collectively with RBC, the “Lenders”) under which the Company has access to an aggregate of up to

$240

million in funds, which consists of a

$180

million guaranteed credit facility and a

$60

million accordion facility. The Amended

2019

Credit Facility replaced the Company’s

2017

Amended Credit Facility.

In connection with the Amended

2019

Credit Facility, the Company incurred

$0.3

million of fees paid to the Lenders and

$0.2

million of legal fees related to the debt issuance. Of these fees,

$0.4

million are debt issuance costs, which have been reflected as a reduction to the carrying amount of the loan payable and will be amortized over the term of the credit facility agreement and

$0.1

million have been recorded in General and administrative expenses.

The obligations of the Company under the Amended

2019

Credit Agreement are secured by a

first

priority lien on substantially all of the personal property and assets of the Company and has a

four

-year term.

2017

Amended Credit Facility

Prior to entering into the Amended

2019

Credit Facility, the Company had entered into a secured Credit Agreement (as amended, the

“2017

Amended Credit Facility”) on

January 20, 2017

with Bank of Montreal (“BMO”), RBC and Bank of Nova Scotia (collectively, the “Previous Lenders”) under which the Company had access to an aggregate of up to

$140

million in funds.

March 18, 2019,

the Company entered into the Second Amendment to the

2017

Credit Facility to provide the Previous Lenders’ consent for the acquisition of Ascio (discussed in Note

(b) – Acquisitions), advance the acquisition funding and to reallocate borrowing limits between loan facilities. We incurred costs associated with the Second Amendment to the

2017

Credit Facility of

$0.2

million, which were recorded as debt issuance costs.

The obligations of the Company under the

2017

Amended Credit Facility were secured by a

first

priority lien on substantially all of the personal property and assets of the Company and had a

four

-year term.

Credit Facility Terms

The Amended

2019

Credit Facility is revolving with interest only payments with

scheduled repayments during the term.

The Amended

2019

Credit Facility contains customary representations and warranties, affirmative and negative covenants, and events of default. The Amended

2019

Credit Facility requires that the Company to comply with the following financial covenants: (i) at all times, a Total Funded Debt to Adjusted EBITDA Ratio (as defined in the Amended

2019

Credit Agreement) of

3.50:1;

and (ii) with respect to each fiscal quarter, an Interest Coverage Ratio (as defined in the Amended

2019

Credit Agreement) of

not

less than

3.00:1.

Further, the Company’s maximum annual Capital Expenditures cannot exceed

110%

of the forecasted capital expenditures of its annual business plan. In addition, share repurchases require the Lenders’ consent if the Company’s Total Funded Debt to Adjusted EBITDA ratio exceeds

2.00:1.

As at and for the period ending

June 30, 2019,

the Company was in compliance with these covenants and as at and for the period ending

June 30, 2018,

the Company was in compliance with the covenants under the

2017

Amended Credit Facility.

Borrowings under the Amended

2019

Credit Facility will accrue interest and standby fees based on the Company’s Total Funded Debt to Adjusted EBITDA ratio and the availment type as follows:

	If Total Funded Debt to EBITDA is:
Availment type or fee	Less than 1.00		Greater than or equal to 1.00 and less than 2.00		Greater than or equal to 2.00 and less than 2.50		Greater than or equal to 2.50

Canadian dollar borrowings based on Canadian Dollar Offered Rate or U.S. dollar borrowings based on LIBOR (Margin)		1.50%		1.85%		2.35%		2.85%

Canadian borrowings based on Prime Rate or Canadian or U.S. dollar borrowings based on Base Rate (Margin)		0.25%		0.60%		1.10%		1.60%

Standby fees		0.30%		0.37%		0.47%		0.57%

The following table summarizes the Company’s borrowings under the Revolver under the Amended

2019

Credit Facility and the prior year borrowings under Facilities A - D of the

2017

Amended Credit Facility (Dollar amounts in thousands of U.S. dollars

)

	June 30, 2019			December 31, 2018
Revolver		100,927
Facility A	$	-		$	1,000
Facility B		-			6,000
Facility C		-			3,232
Facility D		-			54,924
Less: unamortized debt discount and issuance costs		(1,026	)		(555	)
Total loan payable	$	99,901		$	64,601
Less: loan payable, current portion		-			(18,400	)
Loan payable, long-term portion	$	99,901		$	46,201

The following table summarizes our scheduled principal repayments as of

June 30, 2019 (

Dollar amounts in thousands of U.S. dollars):

Remainder of 2019	$	-
2020		-
2021		-
2022		-
2023		100,927
	$	100,927

Other Credit Facilit

ies

Prior to the Company entering into the Amended

2019

Credit Facility and the

2017

Amended Credit Facility, the Company had credit agreements (collectively the “Prior Credit Facilities”) with BMO, which provided the Company with access to a treasury risk management facility and a credit card facility. All remaining credit facilities under the Prior Credit Facilities have been terminated.