of Mortgage
EXHIBIT H
Form of Notice of Prepayment
EXHIBIT I
Form of Notice of Account Designation
EXHIBIT J
Form of Notice of Conversion/Continuation
SCHEDULE 1.01(a)
Mortgaged Properties
SCHEDULE 1.01(b)
Synergy Cost Savings
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 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
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"), 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.
WHEREAS, Holdings and the Borrowers intend to (i) acquire (the "Merger") and
directly own all the assets and Equity Interests of North Pittsburgh Systems,
Inc., a Pennsylvania corporation (the "Target"), pursuant to the Merger
Documents (as defined below), by causing the Merger Sub to merge with and into
the Target immediately upon the execution of this Agreement, with the Target
being the surviving entity of such merger and therefor (and by its execution of
this Agreement and the other Loan Documents to which it is a party), succeeding
to and assuming all of the rights and obligations of Merger Sub under, and
becoming a party to, this Agreement and the other Loan Documents to which Merger
Sub is a party, and (ii) redeem the Senior Notes pursuant to the Senior Note
Redemption;
WHEREAS, Holdings and the Borrowers have requested and, subject to the terms and
conditions hereof, the Administrative Agent and the Lenders have agreed to
extend certain credit facilities to the Borrowers on the terms and conditions of
this Agreement;
NOW THEREFORE, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. As used in this Agreement, the following terms shall
have the meanings specified below:
"ABR Borrowing" means a Borrowing comprised of ABR Loans.
"ABR Loan" means any Loan bearing interest at a rate determined by reference to
the Alternate Base Rate in accordance