Assumption
EXHIBIT C
Form of Compliance Certificate
EXHIBIT D-1
Form of Initial Term Loan Note
EXHIBIT D-2
Form of Revolving Loan Note
EXHIBIT E-1
Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Lenders)
EXHIBIT E-2
Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Participants)
EXHIBIT E-3
Form of U.S. Tax Compliance Certificate (Foreign Participant Partnerships)
EXHIBIT E-4
Form of U.S. Tax Compliance Certificate (Foreign Lender Partnerships)
EXHIBIT F
Form of Mortgage
EXHIBIT G
Form of Notice of Prepayment
EXHIBIT H
Form of Notice of Account Designation
EXHIBIT I
Form of Notice of Conversion/Continuation
SCHEDULE 1.01(a)
Mortgaged Properties
SCHEDULE 3.02(c)
Non-Contravention
SCHEDULE 3.03
Government Approval, Regulation
SCHEDULE 3.05(b)
Other Liabilities
SCHEDULE 3.07
Litigation
SCHEDULE 3.08
Compliance with Laws and Agreements
SCHEDULE 3.09
Subsidiaries
SCHEDULE 3.10(b)
Leased and Owned Real Property
SCHEDULE 3.12
ERISA Matters
SCHEDULE 3.13(a)
Facilities/Properties Not in Compliance with Environmental Laws
SCHEDULE 3.13(b)
Environmental Claims
SCHEDULE 3.13(c)
Hazardous Materials
SCHEDULE 3.13(e)
Sites listed for Clean-up/Investigation
SCHEDULE 3.16
Insurance
SCHEDULE 3.19
Securities
SCHEDULE 3.20(d)
Mortgage Filing Offices
SCHEDULE 5.19
Post Closing Matters
SCHEDULE 6.01(a)(iii)
Indebtedness to Remain Outstanding
SCHEDULE 6.02(iv)
Liens to Remain Outstanding
SCHEDULE 6.03(c)
Other Businesses
SCHEDULE 6.04
Existing Investments
SCHEDULE 6.08(v)
Existing Affiliate Transactions
SCHEDULE 6.09
Existing Restrictions
vi
SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as amended, amended and restated,
supplemented or otherwise modified from time to time, this "Agreement") dated as
of December 23, 2013, among CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., a
Delaware corporation ("Holdings"), CONSOLIDATED COMMUNICATIONS, INC., an
Illinois corporation (the "Borrower"), the financial institutions holding Loans
or Commitments hereunder from time to time (the "Lenders") and WELLS FARGO BANK,
NATIONAL ASSOCIATION, as administrative agent (in such capacity, the
"Administrative Agent").
WHEREAS, Holdings, the Borrower, certain financial institutions party thereto
(the "Existing Lenders") and the Administrative Agent are parties to that
certain Credit Agreement dated as of December 31, 2007 (as amended and restated
pursuant to that Amendment Agreement dated as of June 8, 2011 and as further
amended, restated, supplemented or otherwise modified, the "Existing Credit
Agreement") pursuant to which the Existing Lenders extended certain senior
credit facilities to the Borrower.
WHEREAS, The Borrower has requested, and the Lenders have agreed, to extend
certain credit facilities to the Borrower on the terms and conditions of this
Agreement.
WHEREAS, it is the intent of the parties hereto that this Agreement not
constitute a novation of the obligations and liabilities of the parties under
the Existing Credit Agreement and that this Agreement amend and restate the
Existing Credit Agreement in its entirety.
WHEREAS, it is the intent of the Loan Parties that all Obligations of the Loan
Parties under the Loan Documents, as amended hereby, shall continue in full
force and effect and that, from and after the Restatement Date, all references
to the "Credit Agreement" contained therein shall be deemed to refer to this
Agreement.
NOW THEREFORE, in consideration of the forgoing, and for other consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree to amend and restate the