Exhibit 10.2 AMENDMENT NO. 1, dated as of April 22, 2005 (this "Amendment"), to the Second Amended and Restated Credit Agreement dated as of February 23, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the...Consolidated Communications Illinois Holdings, Inc. • May 16th, 2005 • Telephone communications (no radiotelephone) • New York
LEASE AGREEMENTLease Agreement • December 23rd, 2010 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone)
EXHIBIT 10.3 AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • May 16th, 2005 • Consolidated Communications Illinois Holdings, Inc. • Telephone communications (no radiotelephone) • New York
Exhibit 10.5 AMENDED AND RESTATED GUARANTEE AGREEMENT AMENDED AND RESTATED GUARANTEE (as amended, supplemented or otherwise modified from time to time, this "Guarantee"), dated as of [ ], 2005, made by Consolidated Communications Holdings, Inc. ("CCI...Guarantee Agreement • May 16th, 2005 • Consolidated Communications Illinois Holdings, Inc. • Telephone communications (no radiotelephone) • New York
Exhibit 10.3 AMENDMENT NO. 2, dated as of June 3, 2005 (this "Amendment"), to (i) the Credit Agreement dated as of April 14, 2004, as amended and restated as of October 22, 2004 (as amended to the date hereof, the "Credit Agreement"), among HOMEBASE...Consolidated Communications Illinois Holdings, Inc. • June 9th, 2005 • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.1 AMENDMENT NO. 5, dated as of February 26, 2007 (this "Amendment"), to the Second Amended and Restated Credit Agreement dated as of February 23, 2005, as amended as of April 22, 2005, as further amended as of June 3, 2005, as further...Consolidated Communications Holdings, Inc. • March 2nd, 2007 • Telephone communications (no radiotelephone) • New York
AGREEMENT AND PLAN OF MERGER by and among CONDOR HOLDINGS LLC, CONDOR MERGER SUB INC. and CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. Dated as of October 15, 2023Agreement and Plan of Merger • October 16th, 2023 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 15, 2023 (this “Agreement”), is made by and among Condor Holdings LLC, a Delaware limited liability company (“Parent”), Condor Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Consolidated Communications Holdings, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.1, and other capitalized terms used in this Agreement are defined in the Sections indicated in Section 8.2.
CREDIT AGREEMENT Dated as of December 31, 2007 among CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., as Parent Guarantor, CONSOLIDATED COMMUNICATIONS, INC., CONSOLIDATED COMMUNICATIONS ACQUISITION TEXAS, INC. and FORT PITT ACQUISITION SUB INC., as...Credit Agreement • January 7th, 2008 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • New York
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
AGREEMENT AND PLAN OF MERGER by and among FAIRPOINT COMMUNICATIONS, INC., CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., and FALCON MERGER SUB, INC. Dated as of December 3, 2016Agreement and Plan of Merger • December 5th, 2016 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of December 3, 2016 (as amended, supplemented or otherwise modified from time to time, and together with all exhibits and schedules hereto, this “Agreement”), is entered into by and among Consolidated Communications Holdings, Inc., a Delaware corporation (“Parent”), FairPoint Communications, Inc., a Delaware corporation (the “Company”), and Falcon Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
EXHIBIT 10.1 ------------ EMPLOYMENT SECURITY AGREEMENT ----------------------------- THIS EMPLOYMENT SECURITY AGREEMENT (the "Agreement") is entered into this _____ day of ____________, 2007, between Consolidated Communications Holdings, Inc., a...Employment Security Agreement • February 26th, 2007 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • Illinois
AMENDMENT AGREEMENTCredit Agreement • June 14th, 2011 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • New York
This AMENDMENT AGREEMENT, dated as of June 8, 2011 (this “Amendment Agreement”), is entered into by and among CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (“Holdings”), CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the “Borrower”), the Subsidiary Loan Parties party hereto, the Lenders approving this Amendment Agreement (each, a “Consenting Lender”) pursuant to an authorization (in the form attached hereto as Exhibit C, each a “Lender Authorization”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (successor by merger to Wachovia Bank, National Association), as administrative agent (in such capacity, the “Administrative Agent”).
CONSOLIDATED COMMUNICATIONS FINANCE II CO. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2014 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • New York
Consolidated Communications Finance II Co., a Delaware corporation (the “Issuer”), proposes to issue and sell to Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC and RBS Securities Inc. (collectively, the “Initial Purchasers”), for whom Morgan Stanley & Co. LLC is acting as the representative (the “Representative”), upon the terms set forth in the Purchase Agreement dated September 4, 2014 (the “Purchase Agreement”), $200,000,000 aggregate principal amount of its 6.50% Senior Notes due 2022 (the “Securities”). The Notes will be issued pursuant to an Indenture, dated as of September 18, 2014 (as may be amended, supplemented or otherwise modified from time to time, the “Indenture”), between the Issuer and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Capitalized terms used herein without definition have the respective meanings given to them in the Purchase Agreement.
EXHIBIT 10.2 ------------ EMPLOYMENT SECURITY AGREEMENT ----------------------------- THIS EMPLOYMENT SECURITY AGREEMENT (the "Agreement") is entered into this _____ day of ____________, 2009, between Consolidated Communications Holdings, Inc., a...Employment Security Agreement • December 10th, 2009 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • Illinois
AGREEMENT AND PLAN OF MERGER by and among NORTH PITTSBURGH SYSTEMS, INC., CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. and FORT PITT ACQUISITION SUB INC. Dated as of July 1, 2007Agreement and Plan of Merger • July 18th, 2007 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • Pennsylvania
EMPLOYMENT SECURITY AGREEMENTEmployment Security Agreement • December 2nd, 2022 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • Illinois
THIS EMPLOYMENT SECURITY AGREEMENT (the “Agreement”) is entered into this 1st day of December, 2022, between Consolidated Communications Holdings, Inc., a Delaware corporation (the “Company”), and Fred A. Graffam (“Executive”).
AGREEMENT AND PLAN OF MERGER by and among ENVENTIS CORPORATION, CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., and SKY MERGER SUB INC. Dated as of June 29, 2014Agreement and Plan of Merger • June 30th, 2014 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • Minnesota
This AGREEMENT AND PLAN OF MERGER, dated as of June 29, 2014 (as amended, supplemented or otherwise modified from time to time, and together with all exhibits and schedules hereto, this “Agreement”), is entered into by and among Consolidated Communications Holdings, Inc., a Delaware corporation (“Parent”), Enventis Corporation, a Minnesota corporation (the “Company”), Sky Merger Sub Inc., a Minnesota corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
ASSUMPTION AGREEMENTWarrant Agreement • July 7th, 2017 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • New York
This Assumption Agreement dated as of July 3, 2017 (the “Assumption Agreement”) is made and entered into by Consolidated Communications Holdings, Inc. (the “Parent”) and Computershare Trust Company N.A., as Warrant Agent (“Agent”), as successor to The Bank of New York Mellon. Reference is made to that certain Warrant Agreement dated January 24, 2011 (as attached as Exhibit A hereto, the “Warrant Agreement”) relating to Warrants to purchase Common Stock of FairPoint Communications, Inc. (the “Company”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Warrant Agreement.
ContractConsolidated Communications Holdings, Inc. • April 16th, 2021 • Telephone communications (no radiotelephone)
SUPPLEMENT NO. 2 dated as of April 12, 2021 (this “Supplement”) to the PLEDGE AGREEMENT dated as of October 2, 2020 (as supplemented by Supplement No. 1 to the Pledge Agreement, dated as of February 1, 2021 and as further supplemented from time to time, the “Pledge Agreement”), among CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the “Issuer”), CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (“Holdings”), certain subsidiaries of the Issuer listed on Schedule 1 thereto (each such subsidiary individually and any other subsidiary of the Issuer that may become a party thereto from time to time, a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors, together with the Issuer and Holdings, the “Pledgors”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Notes Collateral Agent”) under the Indenture (as defined below) for the benefit of the Secured Parties (as defined below).
CONSOLIDATED COMMUNICATIONS FINANCE II CO. 6.50% SENIOR NOTES DUE 2022 PURCHASE AGREEMENTPurchase Agreement • September 10th, 2014 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • New York
The opinion of the counsel for the Issuer, the Company and the Guarantors, to be delivered pursuant to Section 5(c) of the Purchase Agreement shall be to the effect that:
INVESTMENT AGREEMENT by and between SEARCHLIGHT III CVL, L.P. and CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. Dated as of September 13, 2020Investment Agreement • September 14th, 2020 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
Investment Agreement (this “Agreement”), dated September 13, 2020, by and between Consolidated Communications Holdings, Inc., a Delaware corporation (the “Company”), and Searchlight III CVL, L.P., a Delaware limited partnership (the “Investor”).
ContractThird Supplemental Indenture • April 2nd, 2014 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 1, 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.
PARTNERSHIP INTEREST PURCHASE AGREEMENT between CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS andPartnership Interest Purchase Agreement • August 1st, 2022 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
This PARTNERSHIP INTEREST PURCHASE AGREEMENT, dated as of August 1, 2022 (this “Agreement”), is entered into by and between CELLCO PARTNERSHIP, a Delaware general partnership doing business as Verizon Wireless (“Buyer”), and CLIO SUBSIDIARY, LLC, a Delaware limited liability company (“Seller”). In addition, CONSOLIDATED COMMUNICATIONS ENTERPRISE SERVICES, INC., a Delaware corporation of which Seller is an indirect wholly-owned subsidiary (the “Guarantor”), is a party to this Agreement solely for the purpose of making its representations and warranties set forth in, and agreeing to perform its obligations under, Section 10.15 hereof.
Project Sky Commitment Letter $140 million Senior Unsecured Bridge FacilityConsolidated Communications Holdings, Inc. • June 30th, 2014 • Telephone communications (no radiotelephone) • New York
Consolidated Communications, Inc. (“you” or the “Borrower”), a wholly-owned subsidiary of Consolidated Communications Holdings, Inc. (“Holdings”), have advised Morgan Stanley Senior Funding, Inc. (“MSSF”), WF Investment Holdings, LLC (“WFIH”), Wells Fargo Securities, LLC (“WFS”) The Royal Bank of Scotland plc (“RBS”) and RBS Securities Inc. (“RBSSI” and together with MSSF, WFIH, WFS and RBS, “we,” “us” or the “Commitment Parties”) that you intend to acquire (the “Acquisition”) 100% of the outstanding capital stock of a company previously identified to us and code-named Sky (the “Target”) pursuant to an agreement and plan of merger (including all annexes and exhibits thereto, as amended, modified and supplemented in accordance with the terms hereof, the “Acquisition Agreement”) among Holdings, a merger subsidiary of Holdings and the Target (the “Seller”). All references to “dollars” or “$” in this Commitment Letter (as defined below) are references to United States dollars.
EMPLOYMENT SECURITY AGREEMENTEmployment Security Agreement • November 2nd, 2012 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • Illinois
THIS EMPLOYMENT SECURITY AGREEMENT (the “Agreement”) is entered into this day of , 20 , between Consolidated Communications Holdings, Inc., a Delaware corporation (the “Company”), and (“Executive”).
SECOND AMENDMENT AND INCREMENTAL FACILITY AGREEMENTSecond Amendment and Incremental Facility Agreement • December 5th, 2012 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • New York
THIS SECOND AMENDMENT AND INCREMENTAL FACILITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of December 4, 2012, is entered into by and among CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the “Borrower”), CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (“Holdings”), the other Loan Parties party hereto, the incremental term lenders party hereto (the “Incremental Term-3 Lenders”), the other Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION (successor-by-merger to Wachovia Bank, National Association), a national banking association, as Administrative Agent on behalf of the Lenders (in such capacity, the “Administrative Agent”).
CONTINGENT PAYMENT RIGHT AGREEMENTContingent Payment Right Agreement • October 2nd, 2020 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.
ContractConsolidated Communications Holdings, Inc. • August 2nd, 2006 • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 4, dated as of July 28, 2006 (this “Amendment”), to the Second Amended and Restated Credit Agreement dated as of February 23, 2005, as amended as of April 22, 2005, June 3, 2005 and November 25, 2005 (as further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (“Holdings”), CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the “CCI Borrower”), CONSOLIDATED COMMUNICATIONS ACQUISITION TEXAS, INC., a Delaware corporation (the “TXU Borrower” and together with the CCI Borrower, the “Borrowers”), the Lenders from time to time party thereto (the “Lenders”), CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, COBANK, ACB, as documentation agent (in such capacity, the “Documentation Agent”), CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch (“CSFB”), and DEUTSCHE BANK SECURITIES
CONSOLIDATED COMMUNICATIONS, INC.Registration Rights Agreement • August 9th, 2012 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • New York
Reference is made to the Registration Rights Agreement dated as of May 30, 2012, as supplemented by a Joinder Agreement dated July 2, 2012 (the “Registration Rights Agreement”), among Consolidated Communications, Inc. (as successor to Consolidated Communications Finance Co.), the Guarantors named therein and Morgan Stanley & Co. LLC. Capitalized terms used in this Joinder Agreement without definition have the respective meanings given to them in the Registration Rights Agreement.
ContractConsolidated Communications Holdings, Inc. • April 16th, 2021 • Telephone communications (no radiotelephone)
SUPPLEMENT NO. 2 dated as of April 12, 2021 (this “Supplement”) to the PLEDGE AGREEMENT dated as of October 2, 2020 (as supplemented by Supplement No. 1 to the Pledge Agreement, dated as of February 1, 2021, and as further supplemented from time to time, the “Pledge Agreement”), among CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the “Borrower”), CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (“Holdings”), certain subsidiaries of the Borrower listed on Schedule 1 thereto (each such Subsidiary individually and any other Subsidiary of the Borrower that may become a party thereto from time to time, a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors, Holdings and the Borrower are referred to collectively as the “Pledgors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
ContractConsolidated Communications Holdings, Inc. • February 5th, 2021 • Telephone communications (no radiotelephone)
SUPPLEMENT NO. 1 dated as of February 1, 2021 (this “Supplement”) to the PLEDGE AGREEMENT dated as of October 2, 2020, among CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the “Borrower”), CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (“Holdings”), certain subsidiaries of the Borrower listed on Schedule 1 thereto (each such Subsidiary individually and any other Subsidiary of the Borrower that may become a party thereto from time to time, a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors, Holdings and the Borrower are referred to collectively as the “Pledgors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
WAIVERLimited Waiver • November 23rd, 2022 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
This limited waiver (this “Waiver”), dated as of November 22, 2022 is made by Searchlight III CVL, L.P., a Delaware limited partnership (“Searchlight”), as the holder of all of the issued and outstanding shares of Series A Perpetual Preferred Stock (the “Preferred Stock”) of Consolidated Communications Holdings, Inc. (the “Company”), subject to the terms and conditions set forth below. Unless otherwise specified, capitalized terms used but not defined herein have the respective meanings set forth in the Certificate of Designations for the Preferred Stock (the “Certificate of Designations”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 23rd, 2012 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • New York
This First Amendment (this “Agreement”) to the Credit Agreement (as defined below) is dated as of February 17, 2012, 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”), the Subsidiary Loan Parties, the Lenders party hereto (collectively, the “Consenting Lenders”) pursuant to an authorization (in the form attached hereto as Exhibit A, each a “Lender Authorization”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 2nd, 2015 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • New York
This First Amendment (this “Agreement”) to the Credit Agreement (as defined below) is dated as of October 16, 2014, 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”), the Subsidiary Loan Parties, the Lenders party hereto (the “Consenting Lenders”) pursuant to an authorization in the form attached hereto as Exhibit A (each, a “Lender Authorization”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent.
JOINDER AGREEMENTJoinder Agreement • July 7th, 2017 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • New York
THIS JOINDER AGREEMENT, dated as of July 3, 2017 (the “Agreement”), to the Guaranty Agreement and the Collateral Agreement referred to below is entered into by and among CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the “Borrower”), each entity party hereto as a New Subsidiary (each a “New Subsidiary” and collectively, the “New Subsidiaries”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders (the “Administrative Agent”) under the Credit Agreement referred to below.
AGREEMENT AND PLAN OF MERGER by and among SUREWEST COMMUNICATIONS, CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., WH ACQUISITION CORP. and WH ACQUISITION II CORP. Dated as of February 5, 2012Agreement and Plan of Merger • February 8th, 2012 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • California
Index of Defined Terms Page Acceptable Confidentiality Agreement 53 Affiliate 14 Agreement 1 Agreement of Merger 2 Alternative Acquisition Agreement 51 Alternative Proposal 53 Bankruptcy and Equity Exceptions 18 Business Day 3 California Secretary 2 Capitalization Date 16 Cash Consideration 4 Cash Conversion Number 7 Cash Electing Company Share 4 Cash Election 4 Cash Election Number 7 CCI 38 Certificate 5 CGCL 2 Claim 48 Closing 3 Closing Date 3 Code 14 Company 1 Company Benefit Plans 22 Company Board 17 Company Common Stock 4 Company Contract 24 Company Designee 57 Company Disclosure Schedule 14 Company Equity Awards 11 Company Material Adverse Effect 15 Company Option 10 Company Recommendation 17 Company Recommendation Change 51 Company Required Vote 17 Company RSA 11 Company RSU 10 Company SEC Reports 19 Company Shareholder Meeting 44 Company Stock Plans 16 Confidentiality Agreement 44 Consent 18 Continuing Employees 46
