EX-10.01






AMENDMENT NO. 4, dated as of July 28, 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 up to $45,000,000 (reduced by an amount equal to the
amount by which cash on hand used to consummate the Providence Repurchase exceeds
$12,000,000) aggregate principal amount of Incremental Term Loans borrowed by the Borrowers
on the Amendment No. 4 Effectiveness Date as contemplated by Section 2.21 of the Credit
Agreement.



“Providence Repurchase” means the repurchase on or prior to August 15,
2006 of common stock of Holdings for aggregate cash consideration not to exceed
$57,000,000 which shall be funded from (x) cash on hand of up to $20,000,000 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, at any time on or after March 31, 2006 the Borrowers may make Restricted
Payments to Holdings and Holdings may make Restricted Payments in an amount not to
exceed $57,000,000 in order to consummate the Providence Repurchase.



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]




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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:

	 	

/s/ Steven L. Childers
	
 
	 	 






	 	 	 
	 	 	Name:	 	 	Steven L. Childers
	 	 	Title:	Chief Financial Officer
	 	 	CONSOLIDATED COMMUNICATIONS, INC.,
	 	 	as Co-Borrower
	 	 	By:	 	 	/s/ Steven L. Childers






	 	 	Name: Steven L. Childers

Title: Chief Financial Officer






	 	 	 	CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.






	 	 	 	By:
 /s/ Steven L. Childers





	 	 	 
	 	 	Name:	 	 	Steven L. Childers
	 	 	Title:	Chief Financial Officer
	 	 	CITICORP NORTH AMERICA, INC.,
	 	 	as Administrative Agent
	 	 	By:	 	 	/s/ Hector Guenther






	 	 	Name: Hector Guenther

Title: Vice President










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	 	 	 	      ,






as a Lender




	 	 	 	By:






Name:




Title:




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