Filed by Bowne Pure Compliance





Exhibit 10.1




August 6, 2008




Consolidated Communications Holdings, Inc.

      (on behalf of itself and the Borrowers party to the Credit Agreement referred to below)

121 South 17th Street

Mattoon, Illinois 61938



Attention: Steve Childers





Re: CREDIT AGREEMENT (as amended, amended and restated, supplemented or otherwise modified
from time to time, this “Agreement”) dated as of December 31, 2007, among
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (“Holdings”),
CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the “CCI Borrower”),
CONSOLIDATED COMMUNICATIONS ACQUISITION TEXAS, INC., a Delaware corporation (the “TXU
Borrower”), NORTH PITTSBURGH SYSTEMS, INC. (formerly known as Fort Pitt Acquisition Sub
Inc.), a Pennsylvania corporation (the “Merger Sub” and, together with the CCI
Borrower and the TXU Borrower, the “Borrowers”), the financial institutions holding
Loans or Commitments hereunder from time to time (the “Lenders”), WACHOVIA BANK,
NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders, CoBank, ACB, as Syndication Agent, General Electric Capital
Corporation, as Co-Documentation Agent, The Royal Bank of Scotland plc, as Co-Documentation
Agent and WACHOVIA CAPITAL MARKETS, LLC, as sole lead arranger and sole bookrunner.



Ladies and Gentlemen:



Holdings and the Borrowers have previously informed the Lenders that in connection with the
Scheduled Redemption (as defined in the consent letter by and among the parties hereto dated as of
March 31, 2008) of all of its outstanding Senior Notes, Holdings paid approximately $6.4 million in
cash redemption premiums (the “Redemption Premium”). Due to a change in accounting
treatment for such payments, the Redemption Premium would not be permitted as an add-back to
Consolidated EBITDA. Accordingly, Holdings and the Borrowers have requested the ability to add
back the Redemption Premium to Consolidated EBITDA for the applicable fiscal period.



Based upon the foregoing, the Lenders hereby agree that, to the extent deducted from
Consolidated Net Income, Holdings and the Borrowers shall be permitted to add back the actual
amount of the Redemption Premium (not to exceed $6.4 million) to Consolidated EBITDA for the
applicable fiscal period.



Except as expressly provided above in this letter, the Credit Agreement and the other Loan
Documents shall remain unmodified and in full force and effect.



[Signature Pages Follow]



 


 









 





This letter shall constitute a Loan Document under the Credit Agreement. Capitalized terms
used in this letter and not otherwise defined shall have the meaning assigned thereto in the Credit
Agreement.



	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

   as Administrative Agent, Issuing Bank, Swingline

   Lender and a Lender, at the request of the Lenders

   constituting Required Lenders under the

   Credit Agreement
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Russ Lyons
	 

	 	 	 	 
	 

	 	 	 	Name: Russ Lyons

Title: Director






[Signature Pages Continue]



 


 









 





	 	 	 	 	 
	AGREED TO AND ACKNOWLEDGED:
	 
	 	 	 	 
	CONSOLIDATED COMMUNICATIONS ACQUISITION TEXAS, INC.,

     as Co-Borrower
	 

	 	 	 	 
	By:

	 	/s/ David J. Doedtman	 	 
	 

	 	 	 	 
	Name:

	 	David J. Doedtman	 	 
	Title:

	 	Treasurer	 	 
	 
	 	 	 	 
	CONSOLIDATED COMMUNICATIONS INC.,

     as Co-Borrower
	 
	 	 	 	 
	By:

	 	/s/ David J. Doedtman	 	 
	 

	 	 	 	 
	Name:

	 	David J. Doedtman	 	 
	Title:

	 	Treasurer	 	 
	 
	 	 	 	 
	NORTH PITTSBURGH SYSTEMS, INC.

(formerly known as Fort Pitt Acquisition Sub Inc.),

     as Co-Borrower
	 
	 	 	 	 
	By:

	 	/s/ David J. Doedtman	 	 
	 

	 	 	 	 
	Name:

	 	David J. Doedtman	 	 
	Title:

	 	Treasurer	 	 
	 
	 	 	 	 
	CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
	 
	 	 	 	 
	By:

	 	/s/ David J. Doedtman	 	 
	 

	 	 	 	 
	Name:

	 	David J. Doedtman	 	 
	Title:

	 	Treasurer