Exhibit 4.4


 


 


FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of October 16, 2014, among Consolidated Communications Holdings, Inc., a Delaware corporation (“Holdings”),
Consolidated Communications, Inc., an Illinois corporation and a wholly owned subsidiary of Holdings (as successor to Consolidated
Communications Finance Co., the “Company”), and the guarantors listed on the signature page hereto (together
with Holdings, the “Guarantors”), and Wells Fargo Bank, National Association, a national banking association
(or its permitted successor), as trustee under the Indenture referred to below (the “Trustee”). Capitalized
terms used herein without definition shall have the meanings ascribed to them in the Indenture.


 


W I T N E S S E T H


 


WHEREAS, the Company and the Guarantors party
thereto have heretofore executed and delivered an Indenture, dated as of May 30, 2012, as amended by a First Supplemental Indenture,
dated as of July 2, 2012, a Second Supplemental Indenture, dated as of August 3, 2012, and a Third Supplemental Indenture, dated
as of April 1, 2014 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), providing
for the issuance by the Company of its 10.875% Senior Notes due 2020 (the “Notes”);


 


WHEREAS, pursuant to Indenture, dated as of
September 18, 2014, between Consolidated Communications Finance II Co., a Delaware corporation and subsidiary of the Company (“Finance
II”), and Wells Fargo Bank, National Association, a national banking association, as Trustee, on the date hereof Finance
II is merging with and into the Company (the “Merger”);


 


WHEREAS, Section 5.01 of the Indenture provides,
among other things, that the Company may merge with or into another Person; provided that, among other things, that each
Guarantor under the Indenture shall have by amendment to its Note Guarantee confirmed that its Note Guarantee shall apply to the
obligations of the Company in accordance with the Notes and the Indenture (the “Note Guarantee Confirmation”);


 


WHEREAS, Section 9.01(a)(iii) of the Indenture
provides, among other things, that the Indenture and Notes Guarantees may be amended or supplemented without the consent of any
Holder to provide for the assumption of the Guarantor’s obligations to Holders in the case of a merger consummated pursuant
to Article 5 of the Indenture;


 


WHEREAS, Section 9.01(a)(iv) of the Indenture
provides, among other things, that the Indenture and Notes Guarantees may be amended or supplemented without the consent of any
Holder to provide for any change that would provide any additional rights or benefits to the Holders of Notes or that does not
materially adversely affect the legal rights under this Indenture of any such Holder;


 


WHEREAS, the Company and the Guarantors named
herein desire to execute this Supplemental Indenture in order to confirm the Guarantors’ Note Guarantees under Article 10
of the Indenture and to comply with Article 5 of the Indenture;


 


WHEREAS, the execution and delivery of this
Supplemental Indenture has been authorized by resolutions of the boards of directors or equivalent managing bodies of the Company
and the Guarantors; and


 






    	 



    	 



    

WHEREAS, all conditions precedent and requirements
necessary to make this Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been complied
with, performed and fulfilled, and the execution and delivery hereof has been in all respects duly authorized.


 


NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company, the Guarantors
and the Trustee mutually covenant and agree for the benefit of each other and for the equal and ratable benefit of the Holders
as follows:


 


ARTICLE 1


DEFINITIONS


 


Section 1.1 Defined Terms. As used in
this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined.
The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.


 


ARTICLE 2


CONFIRMATION OF NOTE GUARANTEES


 


As of the effective time of the Merger, the
Guarantors named herein hereby confirm, agree, jointly and severally with all other Guarantors, to fully, unconditionally and irrevocably
Guarantee to each Holder and the Trustee, the Company’s obligations under the Indenture and the Notes on the terms and subject
to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture
applicable to “Guarantors.”


 


ARTICLE 3


MISCELLANEOUS


 


Section 3.1 Execution and Delivery. This
Supplemental Indenture shall be effective upon execution by the parties hereto. The Company hereby represents, warrants, and certifies
to the Trustee that the execution of this Supplemental Indenture is authorized and permitted by the Indenture, and constitutes
the legal, valid and binding obligation of the Company and the Guarantors enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors'
rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant
of good faith and fair dealing.


 


Section 3.2 Ratification of Indenture; Supplemental
Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and
all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form
a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be
bound hereby.


 


Section 3.3 Severability. In case any
provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to
the extent of such invalidity, illegality or unenforceability.


 


Section 3.4 Governing Law. THE LAWS OF
THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.


 






    	 



    	 



    

Section 3.5 Waiver of Jury Trial. EACH
OF THE COMPANY AND EACH GUARANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE
NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 3.6 Counterparts. The parties
may sign any number of copies of this Supplemental Indenture (including by electronic transmission). Each signed copy shall be
an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of
signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture
as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties
hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.


 


Section 3.7 Effect of Headings. The Section
headings herein are for convenience only and shall not affect the construction hereof.


 


Section 3.8 Trustee. The Trustee shall
not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or
for or in respect of the recitals contained herein, all of which recitals are made solely by the Guarantors and the Company. In
entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating
to the conduct or affecting the liability of or affording protection to the Trustee, including its right to be compensated, reimbursed
and indemnified, whether or not elsewhere herein so provided. The Trustee makes no representations as to the validity or sufficiency
of this Supplemental Indenture or with respect to the consents of the Holders or any documents used in the solicitations of such
consents, all of which recitals are made solely by the Company and the Guarantors. The Company hereby confirms to the Trustee that
this Supplemental Indenture has not resulted in a material modification of the Notes for Foreign Accounting Tax Compliance Act
(“FATCA”) purposes. The Company shall give the Trustee prompt written notice of any material modification of the Notes
deemed to occur for FATCA purposes. The Trustee shall assume that no material modification for FATCA purposes has occurred regarding
the Notes, unless the Trustee receives written notice of such modification from the Company.


 


[SIGNATURE PAGE FOLLOW]



    	 



    	 



    




IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.


 


	 	
        CONSOLIDATED COMMUNICATIONS, INC.

        CONSOLIDATED COMMUNICATIONS

        HOLDINGS, INC., as a Guarantor

        CONSOLIDATED COMMUNICATIONS

        OF TEXAS COMPANY, as a Guarantor

        CONSOLIDATED COMMUNICATIONS

        OF FORT BEND COMPANY, as a Guarantor

        CONSOLIDATED COMMUNICATIONS

        SERVICES COMPANY, as a Guarantor

        CONSOLIDATED COMMUNICATIONS

        ENTERPRISE SERVICES, INC., as a Guarantor

        CONSOLIDATED COMMUNICATIONS

        OF PENNSYLVANIA COMPANY, LLC, as a Guarantor

	 	SUREWEST COMMUNICATIONS, as a Guarantor
	 	SUREWEST TELEPHONE, as a Guarantor
	 	SUREWEST LONG DISTANCE, as a Guarantor
	 	SUREWEST TELEVIDEO, as a Guarantor
	 	
        SUREWEST FIBER VENTURES LLC, as a Guarantor

        SUREWEST KANSAS, INC., as a Guarantor

	 	
         

         

        By:
	
         

         

        /s/ Steven L. Childers
	 
	 	 	Name:	Steven L. Childers	
	 	 	Title:	Senior Vice President and Chief Financial Officer	


 


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
	 	
         

         

        By:
	
         

         

        /s/ Julius R. Zamora

	 	 	Name:	Julius R. Zamora
	 	 	Title:	Vice President


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to Fourth Supplemental Indenture]