AMENDMENT NO. 1
AMENDMENT NO. 1, dated as of January 15, 2021 (this “Amendment”), to the Credit Agreement dated as of October 2, 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time, 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 individually, a “Lender”), Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”), and the other parties thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
WHEREAS, pursuant to Section 2.21 of the Credit Agreement, the Borrower may request an increase to an existing Class of Term Loans then outstanding (the “Incremental Term Loans”);
WHEREAS, the Borrower has notified the Administrative Agent that it is requesting the borrowing of $150,000,000 of Incremental Term Loans (the “Increase”) pursuant to Section 2.21 of the Credit Agreement, which upon funding shall be in the form of an increase to the Initial Term Loans outstanding under the Credit Agreement immediately prior to the effectiveness of this Amendment (the “Existing Term Loans”) having the same terms as the Existing Term Loans and subject to the conditions set forth herein and in the Credit Agreement;
WHEREAS, the proceeds of the Increase will be used for working capital and other general corporate purposes of Holdings, the Borrower and the Subsidiaries (including the repayment of Indebtedness, Permitted Acquisitions and other transactions not prohibited by the Loan Documents);
WHEREAS, JPMorgan Chase Bank, N.A. (in such capacity, the “Incremental Term Loan Lender”) has agreed to make the Incremental Term Loans on the terms set forth herein;
WHEREAS, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Wells Fargo Securities, LLC, Goldman Sachs Bank, USA, Deutsche Bank Securities Inc., TD Securities (USA) LLC and Mizuho Bank, Ltd. (the “Lead Arrangers”) are acting as joint lead arrangers and joint bookrunners in connection with this Amendment;
WHEREAS, pursuant to Section 2.21(e) of the Credit Agreement, this Amendment may, without the consent of any other Lender, amend the Credit Agreement and the other Loan Documents to reflect, among other things, technical changes reasonably necessary in the opinion of the Administrative Agent to give effect to the Incremental Term Loan and the Borrower and the Administrative Agent, together with the Incremental Term Loan Lender, desire to amend the Credit Agreement pursuant to Section 2.21(e) (the “Incremental Amendments”) as set forth below; and