THE ADMINISTRATIVE AGENT
Section 8.01
Appointment and Authority
89
Section 8.02
Rights as a Lender
89
Section 8.03
Exculpatory Provisions
89
Section 8.04
Reliance by the Administrative Agent
90
Section 8.05
Delegation of Duties
90
Section 8.06
Resignation of Administrative Agent
91
Section 8.07
Non-Reliance on Administrative Agent and Other Lenders
91
Section 8.08
No Other Duties, Etc
92
Section 8.09
Collateral and Guaranty Matters
92
ARTICLE IX
MISCELLANEOUS
Section 9.01
Notices
92
Section 9.02
Amendments, Waivers and Consents
94
Section 9.03
Expenses; Indemnity
96
Section 9.04
Right of Set Off
97
Section 9.05
Governing Law; Jurisdiction, Etc
98
Section 9.06
Waiver of Jury Trial
98
Section 9.07
Reversal of Payments
99
Section 9.08
Injunctive Relief
99
Section 9.09
Accounting Matters
99
Section 9.10
Successors and Assigns; Participations
99
Section 9.11
Confidentiality
102
Section 9.12
Performance of Duties
102
Section 9.13
All Powers Coupled with Interest
103
Section 9.14
Survival of Indemnities
103
Section 9.15
Titles and Captions
103
Section 9.16
Severability of Provisions
103
Section 9.17
Counterparts; Integration; Effectiveness; Electronic Execution
103
Section 9.18
Term of Agreement
103
Section 9.19
USA Patriot Act
104
Section 9.20
Independent Effect of Covenants
104
EXHIBIT A
Form of Borrowing Request
EXHIBIT B
Form of Assignment and Assumption
EXHIBIT C
Form of Compliance Certificate
EXHIBIT D-1
Form of Initial Term-1 Loan Note
EXHIBIT D-2
Form of Initial Term-2 Loan Note
EXHIBIT D-3
Form of Revolving-1 Loan Note
EXHIBIT D-4
Form of Revolving-2 Loan Note
EXHIBIT E
[Intentionally Omitted]
EXHIBIT F
[Intentionally Omitted]
EXHIBIT G
Form 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 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
AMENDED AND RESTATED CREDIT AGREEMENT (as amended, amended and restated,
supplemented or otherwise modified from time to time, this "Agreement") dated as
of June 8, 2011, 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"), WELLS FARGO BANK,
NATIONAL ASSOCIATION (successor by merger to 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 Documentation Agent, THE ROYAL BANK OF SCOTLAND PLC, as
Documentation 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, restated,
supplemented or otherwise modified, the "Existing Credit Agreement") pursuant to
which the Existing Lenders extended certain senior credit