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.
AMENDMENT NO. 5Consolidated Communications Holdings, Inc. • October 16th, 2023 • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 5, dated as of October 15, 2023 (this “Amendment”), to the Credit Agreement dated as of October 2, 2020 (as amended by that certain Amendment No. 1, dated as of January 15, 2021, that certain Amendment No. 2, dated as of April 5, 2021, that certain Amendment No. 3, dated as of November 22, 2022, that certain Amendment No. 4, dated as of April 17, 2023, and as further amended, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement,” and as further amended by this Amendment, the “Credit Agreement”), among Consolidated Communications Holdings, Inc., a Delaware corporation (“Holdings”), Consolidated Communications, Inc., an Illinois corporation (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and each, individually, a “Lender”), Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”), and the other partie
Searchlight III CVL, L.P.Letter Agreement • October 16th, 2023 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone)
This letter agreement (this “Agreement”) is entered into as of October 15, 2023 by and between Consolidated Communications Holdings, Inc., a Delaware corporation (the “Company”), and Searchlight III CVL, L.P., a Delaware limited partnership (the “Stockholder”). Reference is made to that certain Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), entered into concurrently herewith, by and among the Company, Condor Holdings LLC, a Delaware limited liability company (“Parent”), and Condor Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Merger Agreement.
