EX-10.1






STOCK REPURCHASE AGREEMENT




This Stock Repurchase Agreement (this “Agreement”) is made as of the 13th day of July, 2006,
by and among Consolidated Communications Holdings, Inc., a Delaware corporation (the “Company”),
Providence Equity Partners IV L.P., a Delaware limited partnership (“Providence Equity IV”), and
Providence Equity Operating Partners IV L.P., a Delaware limited partnership (“Providence Equity
Operating IV” and, together with Providence Equity IV, the “Sellers”).



WHEREAS, each of the Sellers owns the number of shares of common stock, $0.01 par value, of
the Company (the “Common Stock”) set forth opposite such Seller’s name on Schedule I hereto; and



WHEREAS, each Seller wishes to sell, assign and transfer to the Company, and the Company
wishes to repurchase from each Seller the number of shares of Common Stock (the “Shares”) set forth
opposite such Seller’s name on Schedule I hereto, on the terms and subject to the conditions set
forth in this Agreement.



NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set forth, and
for good and valuable consideration, the parties hereto agree as follows:




	 	 	 	Section 1. Purchase and Sale of Shares.





(a) At the Closing, and subject to the terms and conditions hereof, the Sellers will sell and
transfer to the Company, and the Company will repurchase from the Sellers, all of the Shares. In
connection with such sale and transfer, each Seller will deliver the stock certificates evidencing
the Shares to be sold by such Seller to the Transfer Agent (as provided in Section 2(a), below).
In exchange for such sale and transfer, the Company will pay each Seller the amount set forth
opposite such Seller’s name on Schedule II hereto (the “Repurchase Consideration”), representing a
per Share price of $15.00.



(b) The closing of the purchase and sale of the Shares (the “Closing”) shall take place at
10:00 a.m. New York City time on July 28, 2006 at the offices of King & Spalding LLP, 1185 Avenue
of the Americas, New York, NY 10036, or on such other date, or at such other time or place as the
parties shall mutually agree; provided, however, that the date of the Closing shall be
automatically extended from time to time for so long as any of the conditions set forth in Section
5 hereof shall not be satisfied or waived by the party entitled to the benefit of such condition,
subject, however, to the provisions of Section 6.




	 	 	 	Section 2. Deliveries at Closing.





On the date of the Closing:



(a) Each Seller shall transfer or cause to be transferred to Computershare Trust Company,
N.A., (the “Transfer Agent”) on behalf of the Company, the stock certificates representing the
Shares, duly endorsed in blank for transfer (or together with a stock power duly endorsed in blank
for such stock certificate) and accompanied by a medallion signature guarantee.



(b) The Company shall deliver or cause to be delivered to each Seller: (i) the Repurchase
Consideration by wire transfer in immediately available funds to an account designated by such
Seller and (ii) a copy, certified by the corporate secretary of the Company, of the Board
resolution of the Company approving this Agreement and the repurchase of the Shares.



(c) The Sellers shall deliver to the Company, and the Company shall deliver to the Sellers,
the certificates set forth in Sections 5(a)(iv) and 5(b)(iii) hereof, respectively.



Section 3. Company Representations. In repurchasing the Shares, the Company represents and
warrants to the Sellers that:



(a) The Company is a corporation duly incorporated, validly existing and in good standing
under the laws of the State of Delaware. The Company has the requisite corporate power and
authority to enter into, execute, deliver and perform this Agreement.



(b) This Agreement has been duly authorized, executed and delivered by the Company and
constitutes the legal, valid and binding obligation of the Company, enforceable against the Company
in accordance with its terms, except to the extent that enforcement may be limited by laws relating
to bankruptcy, reorganization, insolvency or similar laws in effect that affect the enforcement of
creditors’ rights generally and by the availability of injunctive relief, specific performance and
other equitable remedies.



(c) The Company has not engaged any investment banker, broker, or finder in connection with
the repurchase of the Shares hereunder and no broker’s or similar fee is payable by the Company or
any of its affiliates in connection with the repurchase of the Shares hereunder for which the
Sellers or any of their affiliates may become responsible.



(d) Subject to the fulfillment of the condition set forth in Section 5(a)(i) below, the
repurchase of the Shares by the Company will not conflict with, result in a breach or violation of,
or constitute a default under, any law applicable to the Company or the certificate of
incorporation or bylaws of the Company or the terms of any indenture or other agreement or
instrument to which the Company is a party or bound, or any judgment, order or decree applicable to
the Company of any court, regulatory body, administrative agency, governmental body or arbitrator
having jurisdiction over the Company.



(e) No consent, approval, authorization or order of any court or governmental agency or body
is required for the consummation by the Company of the repurchase of the Shares hereunder.



(f) Except for the express representations and warranties contained in this Agreement, none of
the Sellers, nor any of their respective affiliates, attorneys, accountants and financial and other
advisors, has made any representations or warranties to the Company.



Section 4. Seller Representations. Each Seller represents and warrants to the Company,
severally as to itself and not as to any other Seller, that:



(a) Such Seller is a limited partnership validly existing under the laws of the State of
Delaware. Such Seller has the requisite partnership power and authority to enter into, execute,
deliver and perform this Agreement.



(b) This Agreement has been duly authorized, executed and delivered by such Seller and
constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller
in accordance with its terms, except to the extent that enforcement may be limited by laws relating
to bankruptcy, reorganization, insolvency or similar laws in effect that affect the enforcement of
creditors’ rights generally and by the availability of injunctive relief, specific performance and
other equitable remedies.



(c) Such Seller is the record and beneficial owner of the shares of the Company’s Common Stock
set forth opposite such Seller’s name on Schedule I, and upon the Closing will transfer to the
Company, good and valid title to all of the Shares owned by such Seller, free and clear of any
liens, claims, security interests, restrictions, options or other encumbrances of any kind. Such
Seller has not granted or otherwise permitted to exist any option of any sort with respect to the
Shares owned by such Seller or any right to acquire the Shares owned by such Seller or any interest
therein or encumbrance thereon other than to the Company under this Agreement.



(d) The transfer of the Shares owned by such Seller will not conflict with, result in a breach
or violation of, or constitute a default under, any law applicable to such Seller or the limited
partnership agreement or other organizational documents, as applicable, of such Seller or the terms
of any indenture or other agreement or instrument to which such Seller is a party or bound, or any
judgment, order or decree applicable to such Seller of any court, regulatory body, administrative
agency, governmental body or arbitrator having jurisdiction over such Seller.



(e) No consent, approval, authorization or order of any court or governmental agency or body
is required for the consummation by such Seller of the sale of the Shares owned by such Seller
hereunder.



(f) The Seller has independently investigated and evaluated the value of the Shares owned by
such Seller and the financial condition and affairs of the Company without reliance upon any
information from the Company or its affiliates other than what is available publicly. Based upon
its independent analysis, together with information obtained from sources other than the Company
and its affiliates, such Seller has reached its own business decision to effect the sale of Shares
owned by such Seller contemplated hereby. Such Seller acknowledges that the Company may be in
possession of material non-public information that has not been disclosed to such Seller and is
making its investment decision at its own risk.



(g) Such Seller is sophisticated and capable of understanding and appreciating, and does
understand and appreciate, that future events may occur that will increase the price of the Shares
owned by such Seller, and that such Seller would be deprived of the opportunity to participate in
any gain that might have resulted if such Seller had not transferred the Shares owned by such
Seller to the Company hereunder.



(h) Such Seller has not engaged any investment banker, broker, or finder in connection with
the repurchase of Shares hereunder and no broker’s or similar fee is payable by such Seller or any
of its affiliates in connection with the transfer of the Shares owned by such Seller hereunder for
which the Company or any of its affiliates may become responsible.



(i) Such Seller has not taken, directly or indirectly, any action designed to or that would
constitute or that might reasonably be expected to cause or result in, under the Securities
Exchange Act of 1934, or otherwise, stabilization or manipulation of the price of any security of
the Company in connection with the transfer of the Shares owned by such Seller hereunder.



(j) Except for the express representations and warranties contained in this Agreement, neither
the Company, nor any of its affiliates, attorneys, accountants and financial and other advisors,
has made any representations or warranties to such Seller.




	 	 	 	Section 5. Conditions to Closing.





(a) The obligation of the Company to close the transactions contemplated hereby is subject to
the fulfillment or waiver of the following conditions on or prior to the Closing:




	 	(i)	 	The amendment to the Company’s Second Amended and Restated
Credit Agreement, dated February 23, 2005, as amended, among the Company,
Consolidated Communications, Inc., Consolidated Communications Acquisition
Texas, Inc., the lenders referred to therein and Citicorp North America, Inc.
attached hereto as Exhibit A shall have become effective in accordance
with its terms and the conditions to the funding of the additional Term D Loans
(as defined therein) shall have been satisfied such that the proceeds of such
additional Term D Loans shall be available to pay the Repurchase Consideration
provided for herein.






	 	(ii)	 	The representations and warranties made by each Seller shall be
true and correct in all material respects on and as of the Closing as if
originally made on and as of the Closing.






	 	(iii)	 	The Sellers shall have performed and complied in all material
respects with all agreements and covenants required to be performed and
complied with by Sellers under this Agreement at or prior to the Closing.






	 	(iv)	 	The Company shall have received a certificate signed by an
authorized officer of each Seller to the effect that the conditions set forth
in Sections 5(a)(ii) and 5(a)(iii) have been satisfied.





(b) The obligation of the Seller to close the transactions contemplated hereby is subject to
the fulfillment or waiver of the following conditions on or prior to the Closing:




	 	(i)	 	The representations and warranties made by the Company shall be
true and correct in all material respects on and as of the Closing as if
originally made on and as of the Closing.






	 	(ii)	 	The Company shall have performed and complied in all material
respects with all agreements and covenants required to be performed and
complied with by the Company under this Agreement at or prior to the Closing.






	 	(iii)	 	Each Seller shall have received a certificate signed by an
authorized officer of the Company to the effect that the conditions set forth
in Sections 5(b)(i) and 5(b)(ii) have been satisfied.





(c) The obligations of each party to this Agreement to close the transactions contemplated
hereby are subject to the fulfillment of the condition that, on or prior to the Closing, no order,
state, rule, regulation, executive order, injunction, stay, decree or restraining order shall have
been enacted, entered, promulgated or enforced by any court or governmental authority indicating an
intent to restrain, prevent or delay or restructure the transactions contemplated by this
Agreement.



(d) Each of the parties to this Agreement shall use their reasonable best efforts to take or
cause to be performed and fulfilled all conditions precedent to its obligations to consummate the
transactions contemplated by this Agreement and to otherwise comply with the terms of this
Agreement.



Section 6. Termination. This Agreement and the transactions contemplated hereby may
be terminated at any time prior to the Closing:



(a) by the mutual written consent of the Company and the Sellers; or



(b) by the Company or the Sellers if the Closing shall not have occurred on or before August
15, 2006.




	 	 	 	Section 7. Miscellaneous.





(a) The Company will furnish the Sellers with a copy of the press release announcing, and the
Form 8-K disclosing, this Agreement a reasonable amount of time prior to the publication or filing
thereof and shall not make such publication or filing without the consent of the Sellers (not to be
unreasonably withheld or delayed).



(b) This Agreement contains the entire agreement between the parties hereto with respect to
the subject matter of this Agreement and supercedes any and all prior agreements related to the
subject matter hereof. This Agreement is executed without reliance upon any promise, warranty or
representation by any party or any representative of any party other than those expressly contained
herein. The respective agreements, representations, warranties and other statements of the Company
and the Sellers, as set forth in this Agreement, shall remain in full force and effect, regardless
of any investigation (or any statement as to the results thereof) made by or on behalf of the
Company or any Seller or any of their respective officers, directors or affiliates, and shall
survive delivery of and payment for the Shares. This Agreement may not be assigned by a Seller
without the written consent of the Company and any such assignment without its written consent
shall be void.



(c) This Agreement may be amended only by written agreement of a subsequent date between the
parties hereto.



(d) Each party agrees to execute any additional documents and to take any further action as
may be necessary or desirable in order to implement the transactions contemplated by this
Agreement.



(e) This Agreement shall be governed by and construed under the domestic, substantive laws of
the State of New York (without giving effect to any conflict of law or other aspect of New York law
that might result in the application of any law other than that of the State of New York).



(f) This Agreement may be executed in one or more counterparts, each of which constitutes an
original and is admissible in evidence, and all of which constitute one and the same agreement.



(g) Each party shall bear its own expenses incurred in connection with this Agreement and the
consummation of the transactions contemplated hereby.



[Remainder of Page Intentionally Left Blank]






1






IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set
forth above.




CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.




By: /s/ Robert J. Currey

Name: Robert J. Currey

Title: President and Chief Executive Officer





PROVIDENCE EQUITY PARTNERS IV L.P.




	 	 	 	By:
Providence Equity GP IV L.P., its general
partner






	 	 	 	By:
Providence Equity Partners IV L.L.C., its
general partner






	 	 	 	By:
/s/ Mark A. Pelson






	 	 	Name: Mark A. Pelson

Title: Managing Director






PROVIDENCE EQUITY OPERATING PARTNERS IV L.P




	 	 	 	By:
Providence Equity GP IV L.P., its general
partner






	 	 	 	By:
Providence Equity Partners IV L.L.C., its
general partner






	 	 	 	By:
/s/ Mark A. Pelson






	 	 	Name: Mark A. Pelson

Title: Managing Director




2










Schedule I



	 	 	 	 	 
	Seller	 	Shares of Common Stock owned
	Providence Equity Partners IV L.P.
	 	 	3,770,219	 
	 
	 	 	 	 
	Providence Equity Operating Partners IV L.P.
	 	 	12,160	 
	 
	 	 	 	 






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Schedule II



	 	 	 	 	 
	Seller	 	Repurchase Consideration
	Providence Equity Partners IV L.P.
	 	$	56,553,285	 
	 
	 	 	 	 
	Providence Equity Operating Partners IV L.P.
	 	$	182,400	 
	 
	 	 	 	 






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Exhibit A



AMENDMENT NO. 4, dated as of July [ ], 2006 (this “Amendment”), to the Second Amended
and Restated Credit Agreement dated as of February 23, 2005, as amended as of April 22, 2005, June
3, 2005 and November 25, 2005 (as further amended, supplemented, amended and restated or otherwise
modified from time to time, the “Credit Agreement”), among CONSOLIDATED COMMUNICATIONS
HOLDINGS, INC. (“Holdings”), CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation
(the “CCI Borrower”), CONSOLIDATED COMMUNICATIONS ACQUISITION TEXAS, INC., a Delaware
corporation (the “TXU Borrower” and together with the CCI Borrower, the
“Borrowers”), the Lenders from time to time party thereto (the “Lenders”), CITICORP
NORTH AMERICA, INC., as administrative agent (in such capacity, the “Administrative Agent”)
for the Lenders, COBANK, ACB, as documentation agent (in such capacity, the “Documentation
Agent”), CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch (“CSFB”),
and DEUTSCHE BANK SECURITIES INC., as co-syndication agents (in such capacity, the
“Co-Syndication Agents”), and CSFB and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as
joint lead arrangers and joint bookrunners (in such capacity, the “Joint Lead Arrangers”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in
the Credit Agreement (as amended hereby).



WHEREAS, Section 9.08(b) of the Credit Agreement provides that the Borrowers may, with the
consent of the Requisite Lenders, amend the Credit Agreement;



NOW, THEREFORE, in consideration of the premises contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound hereby, agree as follows:



Section 1. Amendments. The Credit Agreement is hereby amended effective as of the
date hereof as follows:



(a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions
in alphabetical order:



“Amendment No. 4 Effectiveness Date” means the date upon which each of
the conditions set forth in Section 3 of Amendment No. 4 is satisfied.




“New Term D Loans” means $45,000,000 aggregate principal amount of Incremental
Term Loans borrowed by the Borrowers following the Amendment No. 4 Effectiveness Date as
contemplated by Section 2.21 of the Credit Agreement.



“Providence Repurchase” means the repurchase within 60 days of the
Amendment No. 4 Effectiveness Date of common stock of Holdings for aggregate cash
consideration not to exceed $60,000,000 which shall be funded from (x) cash on hand
of up to $15,000,000 and (y) the balance by a borrowing of the New Term D Loans.



(b) Section 1.01 of the Credit Agreement is hereby amended effective as of the Amendment No. 4
Effectiveness Date by deleting the definition of “Applicable Rate” contained therein and replacing
it with the following:




“Applicable Rate” means, for any day, (i) with respect to Term D Loans, (A) in
the case of ABR Loans, 1.00% per annum, and (B) in the case of Eurodollar
Loans, 2.00% per annum, and (ii) with respect to Revolving Loans, the
applicable rate per annum set forth in the table below (x) under the caption “ABR Loans
Spread,” in the case of ABR Loans, and (y) under the caption “Eurodollar Loans Spread,” in
the case of Eurodollar Loans, in each case based upon the Total Net Leverage Ratio as of the
most recent determination date:



	 	 	 	 	 	 	 	 	 
	Total Net

Leverage

Ratio

	 	ABR

Loans

Spread
	 	Eurodollar

Loans

Spread

	 
	 	 	 	 	 	 	 	 
	>4.75 to 1.0

	 	 	1.50	%	 	 	2.50	%
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	<4.75 to 1.0

	 	

	 	


	 

	 	

	 	


	>4.0 to 1.0

	 	 	1.25	%	 	 	2.25	%
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	<4.0 to 1.0

	 	

	 	


	 

	 	

	 	


	>3.50 to 1.0

	 	 	1.00	%	 	 	2.00	%
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	<3.50 to 1.0

	 	 	0.75	%	 	 	1.75	%
	 

	 	 	 	 	 	 	 	 







For purposes of such calculation of the Applicable Rate with respect to Revolving Loans
on and after the Trigger Date, (i) the Total Net Leverage Ratio shall be determined as of
the end of each Fiscal Quarter of Holdings’ Fiscal Year based upon the consolidated
financial statements delivered pursuant to Section 5.01(a) or (b) and (ii) each change in
the Applicable Rate resulting from a change in the Total Net Leverage Ratio shall be
effective three (3) Business Days after the date on which the Administrative Agent shall
have received the applicable financial statements and a Compliance Certificate calculating
the Total Net Leverage Ratio. If at any time the Borrowers have not submitted to the
Administrative Agent the applicable information as and when required under Section 5.01(a)
or (b), the Applicable Rate shall be the highest rate set forth in the table above until
such time as the Borrowers have provided the information required under Section 5.01(a) or
(b). Within one (1) Business Day of receipt of the applicable information as and when
required under Section 5.01(a) or (b), the Administrative Agent shall give each Lender
telefacsimile or telephonic notice (confirmed in writing) of the Applicable Rate in effect
from such date.”



(c) Section 1.01 of the Credit Agreement is hereby amended by replacing the word “and” at the
end of clause (a)(v) in the definition of “Consolidated EBITDA” with “,”, inserting the word “and”
at the end of clause (a)(vi) and inserting a new subclause (vii) as follows:



(vii) fees and expenses in connection with the Providence Repurchase and the
borrowing of the New Term D Loans



(d) Section 1.01 of the Credit Agreement is hereby amended by deleting clause (g) of the
definition of “Consolidated EBITDA” and replacing it with the following:



(g) plus (x) the first $15.0 million of other expenses relating to the
integration of the Acquired Business incurred after the Effective Date, during the
2004 Fiscal Year and the 2005 Fiscal Year, (y) up to $1.0 million of billing
integration costs in connection with the 2006 Fiscal Year. up to $0.5 million of
billing integration costs in the 2007 Fiscal Year. up to $2.0 million of severance
costs in the 2006 Fiscal Year and up to $1.5 million of severance costs in the 2007
Fiscal Year and (z) up to $750,000 of one-time costs in the 2006 Fiscal Year in
connection with Sarbanes-Oxley compliance, in each case, as specified in reasonable
detail in the Compliance Certificates delivered pursuant to Section 5.01 for the
applicable periods within such Fiscal Years,



(e) Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of
“Excess Subject Payment Amount” in its entirety and replacing it with the following:



“Excess Subject Payment Amount” means, for any Fiscal Quarter, the amount by
which the amount of Subject Payments in such Fiscal Quarter exceeded the sum of (x)
(A) $11,875,000 for any Fiscal Quarter ending on or prior to June 30, 2006 or (B)
$10,410,000 for any Fiscal Quarter ending after June 30, 2006 plus (y) the
amount of pro rata dividends paid on shares of Class A Common Stock of Holdings
reserved for issuance on the Restatement Effective Date under Holdings’ restricted
share plan.



(f) Section 6.07 of the Credit Agreement is hereby amended by deleting the reference to “and”
at the end of clause (xi), replacing the “.” at the end of clause (xii) with “; and” and inserting
a new clause (xiii) as follows:



(xiii) so long as no Default has occurred and is continuing or would result
therefrom, the Providence Repurchase shall be permitted.



Section 2. Consent. The Requisite Lenders hereby consent to the prepayment of
interest on the Term D Loans on the date of the Borrowing of the New Term D Loans (even if such
date is not the last day of the Interest Period applicable to the Term D Loans), together with any
amounts due pursuant to Section 2.17 of the Credit Agreement.



Section 3. Effectiveness. This Amendment will become effective upon receipt by the
Administrative Agent of:



(a) executed signature pages hereto from the Requisite Lenders under and as defined in the
Credit Agreement and each of the other parties listed on the signature pages hereto.



(b) a supplement to the Credit Agreement signed by the Administrative Agent and the other
parties to the Credit Agreement providing for the New Term D Loans and lender addendums from one or
more Lenders who have agreed to provide the New Term D Loans.



(c) an officers’ certificate of the Borrowers’ stating that on the Amendment No. 4
Effectiveness Date no Default has occurred and is continuing under the Credit Agreement and the
representations and warranties made by each Loan Party set forth in Article III of the Credit
Agreement and in the other Loan Documents are true and correct with the same effect as if then made
(unless expressly stated to relate to an earlier date, in which case such representations and
warranties are true and correct as of such earlier date).



Section 4. Counterparts. This Amendment may be executed in any number of counterparts
and by different parties hereto on separate counterparts, each of which when so executed and
delivered shall be deemed to be an original, but all of which when taken together shall constitute
a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by
facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.



Section 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



Section 6. Headings. The headings of this Amendment are for purposes of reference
only and shall not limit or otherwise affect the meaning hereof.



Section 7. Effect of Amendment. Except as expressly set forth herein, this Amendment
shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the
rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan
Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any other provision of
the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all
respects and shall continue in full force and effect.  



[Remainder of Page Intentionally Blank]




5




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their respective authorized officers as of the day and year first above written.




CONSOLIDATED COMMUNICATIONS ACQUISITION TEXAS, INC.,


as Co-Borrower




	 	 	 	By:






Name:




Title:




CONSOLIDATED COMMUNICATIONS, INC.,


as Co-Borrower




	 	 	 	By:






Name:




Title:




CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.




	 	 	 	By:






Name:




Title:




CITICORP NORTH AMERICA, INC.,


as Administrative Agent




	 	 	 	By:






Name:




Title:



6





      ,


as a Lender




	 	 	 	By:






Name:




Title:




7