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 amended on November 25,
2005 and as further amended on July 28, 2006 (as 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 INC., as co-syndication agents (in such capacity, the "Co-
Syndication Agents"), and CSFB and CITIGROUP GLOBAL MARKETS INC.
("CGMI"), as joint lead arrangers and joint bookrunners (in such
capacity, the "Joint Lead Arrangers"). Capitalized terms used and not
otherwise defined herein shall have the meanings assigned to them in
the Credit Agreement (as amended hereby).
WHEREAS, the Borrowers desire to amend the definitions of
"Applicable Rate" contained in the Credit Agreement;
WHEREAS, the Borrowers desire to lower the Applicable Rate on the
Term D Loans;
WHEREAS, Section 9.08(b) of the Credit Agreement provides that
the Borrowers may, with the consent of the Requisite Lenders (and, in
the case of the lowering of the Applicable Rate on the Term D Loans,
each Term D Lender), amend the Credit Agreement;
NOW, THEREFORE, in consideration of the premises contained herein
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:
Section 1. AMENDMENTS. The Credit Agreement is hereby
amended effective as of the date hereof as follows:
(a) Section 1.01 of the Credit Agreement is hereby amended by
adding the following:
"Amendment Number 5 Effectiveness Date" means the date upon which
Section 2 of Amendment No. 5 is satisfied, which date is February 26,
2007.
(b) Section 1.01 of the Credit Agreement is hereby amended by
deleting the definition of "Applicable Rate" in its entirety and
replacing it with the following:
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"Applicable Rate" means, for any day, (i) with respect to Term D
Loans, (A) in the case of ABR Loans, 0.75% per annum, and (B) in the
case of Eurodollar Loans, 1.75% per annum, and (ii) with respect to
Revolving Loans, the applicable rate per annum set forth in the table
below (x) under the caption "ABR Loans Spread," in the case of ABR
Loans, and (y) under the caption "Eurodollar Loans Spread," in the
case of Eurodollar Loans, in each case based upon the Total Net
Leverage Ratio as of the most recent determination date:
Total Net ABR Eurodollar
Leverage Loans Loans
Ratio Spread Spread
--------- ------ ----------
>4.75 to 1.0 1.50% 2.50%
<4.75 to 1.0 1.25% 2.25%
-
>4.0 to 1.0
<4.0 to 1.0 1.0% 2.0%
-
>3.50 to 1.0
-
<3.50 to 1.0 0.75% 1.75%
For purposes of such calculation of the Applicable Rate with
respect to Revolving Loans on and after the Trigger Date, (i) the
Total Net Leverage Ratio shall be determined as of the end of each
Fiscal Quarter of Holdings' Fiscal Year based upon the consolidated
financial statements delivered pursuant to Section 5.01(a) or (b) and
(ii) each change in the Applicable Rate resulting from a change in the
Total Net Leverage Ratio shall be effective three (3) Business Days
after the date on which the Administrative Agent shall have received
the applicable financial statements and a Compliance Certificate
calculating the Total Net Leverage Ratio. If at any time the
Borrowers have not submitted to the Administrative Agent the
applicable information as and when required under Section 5.01(a) or
(b), the Applicable Rate shall be the highest rate set forth in the
table above until such time as the Borrowers have provided the
information required under Section 5.01(a) or (b). Within one (1)
Business Day of receipt of the applicable information as and when
required under Section 5.01(a) or (b), the Administrative Agent shall
give each Lender telefacsimile or telephonic notice (confirmed in
writing) of the Applicable Rate in effect from such date."
(c) Section 2.05 of the Credit Agreement is hereby amended by
deleting the reference to "November 15, 2006" and replacing it with
"February 26, 2008."
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(d) Section 2.20 of the Credit Agreement is hereby amended by
adding the following immediately prior to the period in the last
sentence of that Section:
"provided that in connection with any amendment to lower the
Applicable Rate on the Term D Loans following the Amendment
Number 5 Effectiveness Date and prior to February 26, 2008, each
Non-Consenting Lender removed pursuant to this Section 2.20,
shall be paid a prepayment fee equal to 1.0% of the aggregate
amount of its Term D Loans assigned pursuant to this Section
2.20".
Section 2. EFFECTIVENESS. This Amendment will become
effective upon receipt by the Administrative Agent of executed
signature pages hereto from the Requisite Lenders under and as defined
in the Credit Agreement, each Term D Lender and each of the other
parties listed on the signature pages hereto.
Section 3. COUNTERPARTS. This Amendment may be executed in
any number of counterparts and by different parties hereto on separate
counterparts, each of which when so executed and delivered shall be
deemed to be an original, but all of which when taken together shall
constitute a single instrument. Delivery of an executed counterpart
of a signature page of this Amendment by facsimile transmission shall
be effective as delivery of a manually executed counterpart hereof.
Section 4. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.
Section 5. HEADINGS. The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the
meaning hereof.
Section 6. EFFECT OF AMENDMENT. Except as expressly set
forth herein, this Amendment shall not by implication or otherwise
limit, impair, constitute a waiver of or otherwise affect the rights
and remedies of the Lenders or the Agents under the Credit Agreement
or any other Loan Document, and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other provision of
the Credit Agreement or any other Loan Document, all of which are
ratified and affirmed in all respects and shall continue in full force
and effect.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their respective authorized officers as of the
day and year first above written.
CONSOLIDATED COMMUNICATIONS
ACQUISITION TEXAS, INC.,
as Co-Borrower
By: /s/ Steven L. Childers
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Name: Steven L. Childers
Title: CFO
CONSOLIDATED COMMUNICATIONS, INC.,
as Co-Borrower
By: /s/ Steven L. Childers
------------------------------
Name: Steven L. Childers
Title: CFO
CONSOLIDATED COMMUNICATIONS
HOLDINGS, INC.
By: /s/ Steven L. Childers
------------------------------
Name: Steven L. Childers
Title: CFO
CITICORP NORTH AMERICA, INC.,
as Administrative Agent
By: /s/ Caesar W. Wyszomirski
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Name: Caesar W. Wyszomirski
Title: V.P.