Form 425 FAIRPOINT COMMUNICATIONS Filed by: Consolidated Communications Holdings, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): December 14, 2016

 

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-51446		02-0636095
(State of Incorporation)		(Commission File Number)		(IRS employer identification no.)

 

 

121 South 17th Street
Mattoon, Illinois		61938-3987
(Address of principal executive offices)		(Zip code)

 

 

Registrant’s telephone number, including area code: (217) 235-3311

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01. Entry into a Material Definitive Agreement.

 

As previously reported on a Form 8-K, filed December 5, 2016 (the “December 5 Form 8-K”), Consolidated Communications Holdings, Inc. (the “Company”), Falcon Merger Sub, Inc., a newly formed Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and FairPoint Communications, Inc., a Delaware corporation (“FairPoint”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 3, 2016, that provides for, among other things, a business combination whereby Merger Sub will merge with and into FairPoint, with FairPoint as the surviving entity.

 

As also previously reported on the December 5 Form 8-K, in connection with the execution of the Merger Agreement, Consolidated Communications, Inc., a wholly-owned subsidiary of the Company (“CCI”), entered into a Commitment Letter, dated December 3, 2016 (the “Commitment Letter”), from (i) Morgan Stanley Senior Funding, Inc., (ii) The Bank of Tokyo-Mitsubishi UFJ, Ltd., MUFG Union Bank, N.A., MUFG Securities Americas Inc. (collectively, “MUFG”) and/or any other affiliates or subsidiaries as MUFG collectively deems appropriate to provide the services referred to therein, (iii) TD Securities (USA) LLC, (iv) The Toronto-Dominion Bank, New York Branch, and (v) Mizuho Bank, Ltd. (collectively, the “Lead Arrangers”).

 

The Commitment Letter provides for a senior secured incremental term loan facility in an aggregate principal amount that will yield up to $865,000,000 in gross proceeds to CCI (the “Incremental Term Loan Facility”) and a senior unsecured term loan facility in an aggregate principal amount that will yield up to $70,000,000 in gross proceeds to CCI (the “Unsecured Term Loan Facility”), provided that the commitments under the Unsecured Term Loan Facility shall be automatically and permanently reduced to zero and cancelled if, within 90 days following the date of the Commitment Letter, CCI obtains an amendment, reasonably satisfactory to the Lead Arrangers, to the terms of the Third Amended and Restated Credit Agreement, dated as of October 5, 2016, among the Company, CCI, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent and other agents party thereto (the “Credit Agreement”) (and such amendment goes effective within such period) (the “Amendment”) allowing for an additional aggregate amount of at least $70,000,000 to be incurred as a senior secured incremental term loan credit facility pursuant to Section 2.21 of the Credit Agreement and the commitments to provide the Incremental Term Loan Facility shall be automatically and permanently increased, on a pro rata basis, by an amount equal to $70,000,000 upon effectiveness of the Amendment.

 

On December 14, 2016, the Company, CCI, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent and other agents party thereto entered into an Amendment No. 1 to the Credit Agreement (“Amendment No. 1 to the Credit Agreement”) reflecting the foregoing terms, and as a result thereof, the Incremental Term Loan Facility has been increased to an aggregate amount of $935,000,000.

 

A copy of Amendment No. 1 to the Credit Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The description of Amendment No. 1 to the Credit Agreement contained herein is qualified in its entirety by reference to the full text of Amendment No. 1 to the Credit Agreement.

 

Safe Harbor

 

The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. Certain statements in this communication are forward-looking statements and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These forward-looking statements reflect, among other things, current expectations, plans, strategies, and anticipated financial results of Consolidated Communications Holdings, Inc. (the “Company”) and FairPoint Communications, Inc. (“FairPoint”), both separately and as a combined entity. There are a number of risks, uncertainties, and conditions that may cause the actual results of the Company and FairPoint, both separately and as a combined entity, to differ materially from those expressed or implied by these forward-looking statements. These risks and uncertainties include the timing and ability to complete the proposed acquisition of FairPoint by the Company, the expected benefits of the integration of the two companies and successful integration of FairPoint’s operations with those of the Company and realization of the synergies from the integration, as well as a number of factors related to the respective businesses of the Company and FairPoint, including economic and financial market conditions generally and economic conditions in the Company’s and FairPoint’s service areas; various risks to stockholders of not receiving dividends and risks to the Company’s ability to pursue growth opportunities if the Company continues to pay dividends according to the current dividend policy; various risks to the price and volatility of the Company’s common stock; changes in the valuation of pension plan assets; the substantial amount of debt and the Company’s ability to repay or refinance it or incur additional debt in the future; the Company’s need for a significant amount of cash to service and repay the debt and to pay dividends on its common stock; restrictions contained in the Company’s debt agreements that limit the discretion of management in operating the business; legal or regulatory proceedings or other matters that impact the timing or ability to complete the acquisition as contemplated, regulatory changes, including changes to subsidies, rapid development and introduction of new technologies and intense competition in the telecommunications industry; risks associated with the Company’s possible pursuit of acquisitions; system failures; losses of large customers or government contracts; risks associated with the rights-of-way for the network; disruptions in the relationship with third party vendors; losses of key management personnel and the inability to attract and retain highly qualified management and personnel in the future; changes in the extensive governmental legislation and regulations governing telecommunications providers and the provision of telecommunications services; telecommunications carriers disputing and/or avoiding their obligations to pay network access charges for use of the Company’s and FairPoint’s network; high costs of regulatory compliance; the competitive impact of legislation and regulatory changes in the telecommunications industry; liability and compliance costs regarding environmental regulations; the possibility of disruption from the integration of the two companies making it more difficult to maintain business and operational relationships; the possibility that the acquisition is not consummated, including, but not limited to, due to the failure to satisfy the closing conditions; the possibility that the merger or the acquisition may be more expensive to complete than anticipated, including as a result of unexpected factors or events; and diversion of management’s attention from ongoing business operations and opportunities. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements are discussed in more detail in the Company’s and FairPoint’s respective filings with the SEC, including the Annual Report on Form 10-K of the Company for the year ended December 31, 2015, which was filed with the SEC on February 29, 2016, under the heading “Item 1A—Risk Factors,” and the Annual Report on Form 10-K of FairPoint for the year ended December 31, 2015, which was filed with the SEC on March 2, 2016, under the heading “Item 1A—Risk Factors,” and in subsequent reports on Forms 10-Q and 8-K and other filings made with the SEC by each of the Company and FairPoint. Many of these circumstances are beyond the ability of the Company and FairPoint to control or predict. Moreover, forward-looking statements necessarily involve assumptions on the part of the Company and FairPoint. These forward-looking statements generally are identified by the words “believe,” “expect,” “anticipate,” “estimate,” “project,” “intend,” “plan,” “should,” “may,” “will,” “would,” “will be,” “will continue” or similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company and FairPoint, and their respective subsidiaries, both separately and as a combined entity to be different from those expressed or implied in the forward-looking statements. All forward-looking statements attributable to us or persons acting on the respective behalf of the Company or FairPoint are expressly qualified in their entirety by the cautionary statements that appear throughout this communication. Furthermore, forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the SEC, each of the Company and FairPoint disclaim any intention or obligation to update or revise publicly any forward-looking statements. You should not place undue reliance on forward-looking statements.

 

Important Merger Information and Additional Information

 

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction, the Company and FairPoint will file relevant materials with the SEC. The Company will file a Registration Statement on Form S-4 that includes a joint proxy statement of the Company and FairPoint and which also constitutes a prospectus of the Company. The Company and FairPoint will mail the final joint proxy statement/prospectus to their respective stockholders. Investors are urged to read the joint proxy statement/prospectus regarding the proposed transaction when it becomes available, because it will contain important information. The joint proxy statement/prospectus and other relevant documents that have been or will be filed by the Company and FairPoint with the SEC are or will be available free of charge at the SEC’s website, www.sec.gov, or by directing a request when such a filing is made to Consolidated Communications Holdings, Inc., 121 South 17th Street, Mattoon, IL 61938, Attention: Investor Relations or to FairPoint Communications, Inc., 521 East Morehead Street, Suite 500, Charlotte, North Carolina 28202, Attention: Secretary.

 

The Company, FairPoint and certain of their respective directors, executive officers and other members of management and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of the Company is set forth in its definitive proxy statement, which was filed with the SEC on March 28, 2016. Information about the directors and executive officers of FairPoint is set forth in its definitive proxy statement, which was filed with the SEC on March 25, 2016. These documents can be obtained free of charge from the sources listed above. Investors may obtain additional information regarding the interests of such participants by reading the joint proxy statement/prospectus the Company and FairPoint will file with the SEC when it becomes available.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)  Exhibits

 

No.			Description
10.1			Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of December 14, 2016, by and among Consolidated Communications Holdings, Inc., Consolidated Communications, Inc., the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent and other agents party thereto.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: December 15, 2016
	Consolidated Communications Holdings, Inc.
	By:	/s/ Steven L. Childers
		Name: Steven L. Childers Title: Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT INDEX

 

No.			Description
10.1			Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of December 14, 2016, by and among Consolidated Communications Holdings, Inc., Consolidated Communications, Inc., the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent and other agents party thereto.

 

 

 

 

 

Exhibit 10.1

 

AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 

This Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of December 14, 2016 (this “Amendment”), and effective in accordance with Section 3 below, by and among CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (“Holdings”), CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the “Borrower”), certain Subsidiaries of Holdings (each such Subsidiary, a “Subsidiary Guarantor” and, together with Holdings, the “Guarantors”), the Lenders party hereto (constituting at least the Requisite Lenders) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent.

 

STATEMENT OF PURPOSE:

 

Holdings, the Borrower, the Lenders and the Administrative Agent are parties to that certain Third Amended and Restated Credit Agreement, dated as of October 5, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and after giving effect to this Amendment, the “Amended Credit Agreement”).

 

The Borrower has requested that the Administrative Agent and the Lenders agree to amend the terms of the Existing Credit Agreement as more specifically set forth herein. Subject to the terms and conditions set forth herein, the Administrative Agent and each of the undersigned Lenders have agreed to grant such request of the Borrower.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

1.      Capitalized Terms. Except as otherwise specified herein, all capitalized undefined terms used in this Amendment (including, without limitation, in the introductory paragraph and the statement of purpose hereto) shall have the meanings assigned thereto in the Existing Credit Agreement.

 

2.      Amendments. Subject to the terms and conditions set forth herein and the effectiveness of this Amendment in accordance with Section 3 below, the parties hereto agree that the Existing Credit Agreement is amended by:

 

(a)                Consolidated EBITDA Definition. The second sentence in the definition of “Consolidated EBITDA” in Section 1.01 of the Existing Credit Agreement is amended by replacing the number “12” appearing therein with the following: “24”.

 

(b)               Incremental Facilities. Section 2.21 of the Existing Credit Agreement shall be amended by inserting a new subsection (g) as follows:

 

“(g) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, upon written notice to the Administrative Agent, elect to use any available capacity under Sections 6.01(a)(vii) and 6.02(xvii) at any time to create or incur up to $25,000,000 in the aggregate of secured Indebtedness in accordance with such provisions as Incremental Facilities, which such Incremental Facilities shall be in addition to the amount of Incremental Facilities permitted under the second sentence of Section 2.21(a) and under Section 6.01(a)(ii) and otherwise on the same terms as detailed above in this Section 2.21 and further, that any such usage shall otherwise subsequently reduce the capacity available to the Borrower for the incurrence or creation of secured Indebtedness under such provisions.”

 

(c)                Debt and Lien Baskets. Each of Sections 6.01(a)(vii) and Section 6.02(xvii) of the Existing Credit Agreement is hereby amended by adding the following just before the semi-colon at the end of such clause: “(it is acknowledged and agreed that this clause may be used to incur secured Incremental Facilities pursuant to, and in accordance with, Section 2.21(g))”.

 

3.      Conditions to Effectiveness. Upon the satisfaction or waiver of each of the following conditions, this Amendment shall be deemed to be effective (the “Effective Date”):

 

(a)

the Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified in writing by the Administrative Agent to the Borrower, each properly executed by a Responsible Officer of the applicable signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:

 

(i)

counterparts of this Amendment duly executed by Holdings, the Borrower, each Subsidiary Guarantor and the Administrative Agent;

 

(ii)

counterparts of this Amendment duly executed by existing Lenders constituting at least the Requisite Lenders prior to 5:00 p.m., New York City time on December 9, 2016 (the “Consent Deadline”); and

 

(iii)

A certificate of Authorized Officers of each of Holdings and the Borrower to the effect that, after giving effect to this Amendment and the transactions contemplated hereby, (A) all representations and warranties of the Loan Parties contained in this Amendment, the Existing Credit Agreement and the other Loan Documents are true, correct and complete in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects) and (B) no Default or Event of Default has occurred and is continuing.

 

(b)                All fees and expenses required to be paid hereunder or pursuant to the Existing Credit Agreement shall have been paid in full in cash or will be paid in full in cash concurrently with the effectiveness of this Amendment (including, without limitation, the Amendment Fees referred to in Section 4 below).

 

Without limiting the generality of the provisions of the last paragraph of Section 8.03 of the Amended Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 3, the Administrative Agent and each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

 

4.      Fees. The Borrower agrees to pay a non-refundable amendment fee (individually, an “Amendment Fee” and, collectively, the “Amendment Fees”) to each of the existing Lenders that consents to this Amendment by the Consent Deadline equal to 0.25% of the amount of the Revolving Commitments and the Term Loans of such consenting Lender immediately prior to the Consent Deadline. The Amendment Fees shall be due and payable in cash on the Effective Date.

 

5.      Reaffirmation.

 

(a)       The Borrower and each of the Guarantors each hereby acknowledge and agree that (i) the Guaranty Agreement, the Collateral Agreement and each of the other Loan Documents to which it is a party remains in full force and effect and enforceable against it in accordance with its terms and shall not be impaired or limited by the execution or effectiveness of this Amendment, (ii) the Liens and assignments granted pursuant to the Collateral Agreement and each of the other Security Documents to which it is a party remain valid upon the effectiveness of this Amendment, (iii) the Collateral Agreement, each of the other Security Documents to which it is a party and such Liens and assignments support or secure, and will continue to support or secure, the Obligations under the Amended Credit Agreement and (iv) each reference in the Guaranty Agreement and the Collateral Agreement to “Obligations” shall mean and be a reference to “Obligations” as defined in the Amended Credit Agreement.

 

(b)       Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of this Amendment and consents to the Amended Credit Amendment and confirms its obligations to guarantee the payment and performance of all “Guaranteed Obligations” (as defined in the Guaranty Agreement).

 

6.      Effect of this Amendment.

 

(a)       Except as expressly provided herein, the Existing Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect. Except as expressly set forth herein, this Amendment shall not be deemed (i) to be a waiver of, or consent to, a modification or amendment of, any other term or condition of the Existing Credit Agreement or any other Loan Document, (ii) to prejudice any other right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Existing Credit Agreement or the other Loan Documents or any other “Loan Document” (as defined in the Amended Credit Agreement) or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or otherwise modified from time to time, (iii) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with Holdings, the Borrower, any Subsidiary Loan Party or any other Person with respect to any waiver, amendment, modification or any other change to the Existing Credit Agreement or the Loan Documents or any other “Loan Document” (as defined in the Amended Credit Agreement) or any rights or remedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or with respect to any such documents or (iv) to be a waiver of, or consent to or a modification or amendment of, any other term or condition of any other agreement by and among the Loan Parties, on the one hand, and the Administrative Agent or any other Lender, on the other hand. On and after the Effective Date, references in the Amended Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, and “hereof”) and in any Loan Document to the “Credit Agreement” shall be deemed to be references to the Amended Credit Agreement.

 

(b)       On the Effective Date, the Existing Credit Agreement shall be amended by this Amendment. The parties hereto acknowledge and agree that (i) this Amendment and any other “Loan Documents” (as defined in the Amended Credit Agreement) executed and delivered in connection herewith do not constitute a novation, or termination of the Obligations under the Existing Credit Agreement as in effect prior to the Effective Date; (ii) such Obligations are in all respects continuing (as amended by the Amendment) with the terms, conditions, covenants and agreements contained in the Existing Credit Agreement being modified only to the extent provided in the Amendment; and (iii) the Liens and security interests as granted under the Loan Documents securing the Obligations are in all such respects continuing and in full force and effect.

 

(c)       This document shall constitute a “Loan Document” (as defined in the Amended Credit Agreement) for all purposes of the Amended Credit Agreement and shall be administrated and construed pursuant to the terms of the Amended Credit Agreement.

 

7.      Representations and Warranties/No Default. By its execution hereof,

 

(a)       each of the Borrower and the Guarantors represents and warrants that the representations and warranties contained in each Loan Document (including this Amendment and the Existing Credit Agreement) are true and correct on and as of the date hereof, other than any such representations or warranties that, by their express terms, refer to an earlier date, in which case they shall have been true and correct on and as of such earlier date and that no Default or Event of Default has occurred and is continuing as of the Effective Date;

 

(b)       each of the Borrower and the Guarantors hereby certifies, represents and warrants to the Administrative Agent and the Lenders that:

 

(i)       it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution and delivery of this Amendment and the performance of this Amendment, the Amended Credit Agreement, the Guaranty Agreement, the Collateral Agreement and each other document executed in connection herewith or therewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby or thereby; and

 

(ii)       this Amendment, the Guaranty Agreement, the Collateral Agreement and each other document executed in connection herewith or therewith has been duly executed and delivered by the duly authorized officers of each Loan Party, and each such document constitutes the legal, valid and binding obligation of each such Loan Party, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

 

8.      Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

 

9.      Miscellaneous. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

10.  Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery by telecopier or electronic mail of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

 

[Signature Pages Follow]

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date and year first above written.

 

BORROWER:

 

 

CONSOLIDATED COMMUNICATIONS, INC.,

as Borrower

 

 

By: /s/ Steven L. Childers        

Name: Steven L. Childers

Title: Chief Financial Officer

 

HOLDINGS:

 

 

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., as Guarantor

 

 

By: /s/ Steven L. Childers        

Name: Steven L. Childers

Title: Chief Financial Officer

 

 

 

 

 

 

 

 

 

Amendment No. 1 to 3^rd A&R Credit Agreement

Consolidated Communications, Inc.

Signature Page

SUBSIDIARY GUARANTORS:

 

 

CONSOLIDATED COMMUNICATIONS, ENTERPRISE SERVICES, INC., as Guarantor

 

 

By: /s/ Steven L. Childers          

Name: Steven L. Childers

Title: Chief Financial Officer

 

 

CONSOLIDATED COMMUNICATIONS SERVICES COMPANY, as Guarantor

 

 

By: /s/ Steven L. Childers         

Name: Steven L. Childers

Title: Chief Financial Officer

 

 

CONSOLIDATED COMMUNICATIONS OF FORT BEND COMPANY, as Guarantor

 

 

By: /s/ Steven L. Childers         

Name: Steven L. Childers

Title: Chief Financial Officer

 

 

CONSOLIDATED COMMUNICATIONS OF TEXAS COMPANY, as Guarantor

 

 

By: /s/ Steven L. Childers         

Name: Steven L. Childers

Title: Chief Financial Officer

 

 

CONSOLIDATED COMMUNICATIONS OF PENNSYLVANIA COMPANY, LLC, as Guarantor

 

 

By: /s/ Steven L. Childers        

Name: Steven L. Childers

Title: Chief Financial Officer

 

 

 

 

Amendment No. 1 to 3^rd A&R Credit Agreement

Consolidated Communications, Inc.

Signature Page

CONSOLIDATED COMMUNICATIONS OF CALIFORNIA COMPANY, as Guarantor

 

 

By: /s/ Steven L. Childers            

Name: Steven L. Childers

Title: Chief Financial Officer

 

 

CRYSTAL COMMUNICATIONS, INC., as Guarantor

 

 

By: /s/ Steven L. Childers            

Name: Steven L. Childers

Title: Chief Financial Officer

 

 

CONSOLIDATED COMMUNICATIONS OF MINNESOTA COMPANY, as Guarantor

 

 

By: /s/ Steven L. Childers           

Name: Steven L. Childers

Title: Chief Financial Officer

 

CONSOLIDATED COMMUNICATIOSN OF MID-COMM. COMPANY, as Guarantor

 

 

By: /s/ Steven L. Childers          

Name: Steven L. Childers

Title: Chief Financial Officer

 

 

IDEAONE TELECOM, INC., as Guarantor

 

 

By: /s/ Steven L. Childers        

Name: Steven L. Childers

Title: Chief Financial Officer

 

ENVENTIS TELECOM, INC., as Guarantor,

 

By: /s/ Steven L. Childers        

Name: Steven L. Childers

Title: Chief Financial Officer

 

 

 

Amendment No. 1 to 3^rd A&R Credit Agreement

Consolidated Communications, Inc.

Signature Page

ADMINISTRATIVE AGENT:

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent

 

 

By: /s/ Kieran Mahon       

Name: Kieran Mahon

Title: Director

 

 

 

 

 

 

 

 

 

 

 

 

 

Amendment No. 1 to 3^rd A&R Credit Agreement

Consolidated Communications, Inc.

Signature Page

Lender Signature Pages on File with the Administrative Agent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amendment No. 1 to 3^rd A&R Credit Agreement

Consolidated Communications, Inc.

Signature Page

 

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