Consolidated Communications Holdings, Inc. (Form: 8-K, Received: 05/13/2013 06:03:01)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 7, 2013

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

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

(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:

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

[ ] 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))[Missing Graphic Reference]

Item 1.01.

Entry into a Material Definitive Agreement.

On May 7, 2013, the Board of Directors of Consolidated Communications Holdings, Inc. (the “Company”) approved a form of indemnification agreement (the “Indemnification Agreement”) to be entered into between the Company and each of its directors and executive officers. The Company plans to enter into an Indemnification Agreement with each of its current directors and executive officers and with future directors and executive officers from time to time.

The Indemnification Agreement provides, among other things, that the Company will indemnify the director or executive officer (the “Indemnitee”) to the fullest extent permitted by the Delaware General Corporation Law (“DGCL”), if the Indemnitee was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (“Proceeding”), against all expenses actually and reasonably incurred by Indemnitee and, in the case of proceedings other than those by or in the right of the Company, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee, by reason of Indemnitee’s official capacity in which Indemnitee serves, served or will serve the Company, whether as a director, officer, employee or agent of the Company, or at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. To the extent that the Indemnitee is, by reason of Indemnitee’s corporate capacity, a party to and is successful on the merits or otherwise in defense of any Proceeding, or in defense of any claim, issue or matter therein, the Indemnification Agreement provides that the Indemnitee shall be indemnified against all expenses incurred by the Indemnitee in connection with the Proceeding, regardless of whether Indemnitee has met the standards set forth in the DGCL and without any action or determination in accordance with the terms of the Indemnification Agreement. If the Indemnitee is not wholly successful in such Proceeding but is successful on the merits or otherwise as to one or more but less than all claims, issues or matters in such Proceeding, the Indemnification Agreement provides that the Company shall indemnify the Indemnitee against all expenses incurred by Indemnitee in connection with each successfully resolved claim, issue or matter.

In addition, and subject to certain limitations, the Indemnification Agreement provides for the advancement of expenses incurred in defending or investigating a Proceeding in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company under the Indemnification Agreement.

The indemnification provided by the Indemnification Agreement is not exclusive of any other rights to which Indemnitee may be entitled under the Company’s Certificate of Incorporation, Amended and Restated Bylaws, agreement, contract, vote of stockholders or disinterested directors under the terms of the Indemnification Agreement or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in Indemnitee’s official capacity and as to action in another capacity while holding such office.

The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 7, 2013, the Board of Directors of the Company adopted amendments to the Company’s Amended and Restated Bylaws. The amendments to the existing Amended and Restated Bylaws took effect immediately upon adoption by the Board of Directors. A copy of the Amended and Restated Bylaws of the Company marked to show the changes resulting from the amendments reported in this Current Report on Form 8-K, is attached hereto as Exhibit 3.1. A complete copy of the Amended and Restated Bylaws of the Company, as amended, is attached hereto as Exhibit 3.2.

These amendments to the Amended and Restated Bylaws include the following:

(i) amendments to Article VIII:

(a) to add the defined term “Corporate Capacity” to read in its entirety as follows: ‘Corporate Capacity’ describes the official capacity in which the applicable director, officer, employee or agent serves, served or will serve the Corporation, whether as a director, officer, employee or agent of the Corporation, or at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; ‘Corporate Capacity’ also describes any service by the applicable director, officer, employee or agent at the Corporation’s request in connection with an employee benefit plan if such person’s duties to the Corporation also impose duties on, or otherwise involve services by, such person to the plan or to participants in or beneficiaries of the plan; ‘Corporate Capacity’ includes, unless the context requires otherwise, the estate or personal representative of a director, officer, employee or agent”; such definition replaces the text in the first and second paragraphs of Section 8.01, which read as follows: “official capacity as a director, officer, employee or agent of the Corporation, as the case may be, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise”;

(d) in the third paragraph of Section 8.01, to provide that the applicable standard of conduct to determine that indemnification of the director, officer, employee or agent is proper in the circumstances shall be as set forth in Section 145 of the DGCL and that indemnification of the indemnitee is not otherwise prohibited under Section 145 of the DGCL by replacing the words “this Section 8.01” with the words “Section 145 of the DGCL and that indemnification of Indemnitee is not otherwise prohibited under Section 145 of the DGCL”;

(e) in the third paragraph of Section 8.01, to modify the procedure for determination of entitlement to indemnification by replacing the words “Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (4) by the stockholders” with the following words: “If there are two or more Disinterested Directors (as defined below), such determination shall be made at the Disinterested Directors’ discretion by a majority vote of such Disinterested Directors, by either (i) the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors or (ii) a committee of such Disinterested Directors designated by majority vote of such Disinterested Directors, even though less than a quorum. Alternatively, if there are not two or more Disinterested Directors (or if a quorum of Disinterested Directors so directs), the determination shall be made in a written opinion by Independent Counsel (as defined below). Such Independent Counsel shall be selected by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors, or if there are fewer than two Disinterested Directors, selected by the Board of Directors (in which selection directors who do not qualify as Disinterested Directors may participate).”;

(f) in Section 8.02, to provide for mandatory advancement of expenses by any director or officer of the Corporation in defending or investigating a Proceeding (as such term is defined in the Amended and Restated Bylaws); and

(ii) In addition, certain non-substantive language and conforming changes and other technical edits and updates were made to the Amended and Restated Bylaws.

The foregoing description of the amendments to the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws marked to show the changes resulting from the amendments reported in this Current Report on Form 8-K, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and the Amended and Restated Bylaws, as amended, which is filed as Exhibit 3.2 to this Current Report on Form 8-K, each of which is incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders (the “Annual Meeting”) of the Company held on May 7, 2013, 34,321,772 shares of common stock, $0.01 par value, or approximately 85.56% of the 40,113,018 shares of common stock outstanding and entitled to vote at the Annual Meeting, were present in person or by proxy. Set forth below are the matters acted upon by the Company’s stockholders at the Annual Meeting and the final voting results on each such matter.

Proposal No. 1: Election of Class II Directors. The number of votes cast for each nominee named in the Company’s proxy statement, as well as the number of votes withheld and broker non-votes, were as follows:

Name of Nominee	Votes For	Withheld	Broker Non-Votes
Thomas A. Gerke	24,761,251	285,543	9,274,978
Roger H. Moore	24,725,620	321,174	9,274,978

Each nominee, having received a plurality of the votes cast, was elected. In addition, the terms of office of the following Directors continued after the Annual Meeting: Robert J. Currey, Richard A. Lumpkin, Maribeth S. Rahe, and Timothy D. Taron.

Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm . With respect to the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013, the number of votes cast for and against this matter, as well as the number of abstentions, were as follows:

Votes For	Votes Against	Abstentions
33,988,084	238,139	95,549

There were no broker non-votes as to Proposal No. 2.

Proposal No. 2, having received the affirmative vote of the holders of more than a majority of the votes present, in person or by proxy, and entitled to vote on the matter at the Annual Meeting, was adopted.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits .

Exhibit No.		Description
3.1		Amended and Restated Bylaws of Consolidated Communications Holdings, Inc., as amended as of May 7, 2013, marked to show the changes resulting from the amendments reported in this Current Report on Form 8-K.

3.2		Amended and Restated Bylaws of Consolidated Communications Holdings, Inc., as amended as of May 7, 2013.

10.1		Form of Indemnification Agreement with Directors and Executive Officers.

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: May 10, 2013
	Consolidated Communications Holdings, Inc.


	By:	/s/ Steven L. Childers
		Name: Steven L. Childers Title: Chief Financial Officer

Exhibit 3.1

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

Incorporated under the laws

of the State of Delaware

AMENDED AND RESTATED

BYLAWS

As adopted on November 2 [May 7 , 2009 2013]

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

AMENDED AND RESTATED

BYLAWS

TABLE OF CONTENTS

ARTICLE I	OFFICES	1
SECTION 1.01	Registered Office	1
SECTION 1.02	Other Offices	1
ARTICLE II	MEETINGS OF STOCKHOLDERS	1
SECTION 2.01	Place of Meetings	1
SECTION 2.02	Annual Meeting	1
SECTION 2.03	Special Meetings	4
SECTION 2.04	Quorum	5
SECTION 2.05	Voting	5
SECTION 2.06	Consent of Stockholders in Lieu of Meeting	5
SECTION 2.07	List of Stockholders Entitled to Vote	5
SECTION 2.08	Stock Ledger	6
ARTICLE III	DIRECTORS	6
SECTION 3.01	Number, Election, Qualification and Tenure of Directors	6
SECTION 3.02	Vacancies; Removal	6
SECTION 3.03	Duties and Powers	6
SECTION 3.04	Meetings	7
SECTION 3.05	Quorum	7
SECTION 3.06	Actions of the Board in Lieu of a Meeting	7
SECTION 3.07	Meetings by Means of Conference Telephone	7
SECTION 3.08	Committees	7
SECTION 3.09	Compensation	8
SECTION 3.10	Interested Directors	8
ARTICLE IV	OFFICERS	8
SECTION 4.01	General	8
SECTION 4.02	Election	8
SECTION 4.03	Voting Securities Owned by the Corporation	9
SECTION 4.04	Chairman of the Board of Directors	9
SECTION 4.05	President	9

SECTION 4.06	Chief Financial Officer	9
SECTION 4.07	Vice Presidents	9
SECTION 4.08	Secretary	10
SECTION 4.09	Assistant Secretaries	10
SECTION 4.10	Treasurer	10
SECTION 4.11	Assistant Treasurer	11
SECTION 4.12	Other Officers	11
ARTICLE V	STOCK	11
SECTION 5.01	Uncertificated Shares; Form of Certificates	11
SECTION 5.02	Signatures	11
SECTION 5.03	Lost Certificates	11
SECTION 5.04	Transfers	11
SECTION 5.05	Record Date	12
SECTION 5.06	Beneficial Owners	12
ARTICLE VI	NOTICES	13
SECTION 6.01	Notices	13
SECTION 6.02	Waivers of Notice	13
ARTICLE VII	GENERAL PROVISIONS	13
SECTION 7.01	Dividends	13
SECTION 7.02	Disbursements	13
SECTION 7.03	Fiscal Year	13
SECTION 7.04	Corporate Seal	13
SECTION 7.05	Electronic Transmissions	14
ARTICLE VIII	INDEMNIFICATION	14
SECTION 8.01	Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation.	14
SECTION 8.02	Expenses Payable in Advance.	14
SECTION 8.03	Non-Exclusivity and Survival of Indemnification.	15
SECTION 8.04	Insurance.	15
SECTION 8.05	General	15
ARTICLE IX	AMENDMENTS	15
SECTION 9.01	Amendments.	15

AMENDED AND RESTATED

BYLAWS

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

(the “ Corporation ”)

ARTICLE I

OFFICES

SECTION 1.01 Registered Office.

The registered office of the Corporation shall be in the City of Dover, County of Kent, State of Delaware. The name of its registered agent is National Registered Agents, Inc. The Corporation shall designate a natural person to receive communications from the registered agent.

SECTION 1.02 Other Offices.

The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 2.01 Place of Meetings.

Meetings of the stockholders for the election of directors or for any other purpose will be held at such time and place, either within or without the State of Delaware as designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

SECTION 2.02 Annual Meeting.

(A) Annual meetings of stockholders will be held each year on such date and at such time as designated by the Board of Directors. At the annual meeting, stockholders shall elect directors and transact such other business as may properly be brought before the meeting. Written notice of the annual meeting stating the place, date and hour of the meeting, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten (10) days nor more than sixty (60) days before the date of the meeting.

(B) Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (1) pursuant to the Corporation’s notice of meeting delivered pursuant to Section 6.01 of these Bylaws, (2) by or at the direction of the Chairman of the Board or (3) by any stockholder of the Corporation who is entitled to vote at the meeting, who complied with the notice procedures set forth in paragraphs (B), (C), (D), (E) and (F) of this Section 2.02 and who was a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. The procedures set forth in this Section 2.02 shall be the exclusive means for a stockholder to bring business before any meeting of stockholders, or to nominate persons for election as directors at any stockholders meeting duly called for the election of Directors; provided, however, that, once business has been properly brought before a meeting of stockholders in

accordance with such procedures, nothing in this Section 2.02 shall be deemed to preclude discussion by any stockholder of any such business.

(C) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (3) of paragraph (B) of this Section 2.02, the stockholder must have given timely notice thereof in writing, either in person or by certified mail, to the Secretary of the Corporation at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the first anniversary of the date on which the Corporation first mailed its proxy materials for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is changed by more than thirty (30) days from the anniversary date of the previous year’s meeting, notice by the stockholder to be timely must be so delivered not earlier than one hundred and twenty (120) days prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. Public announcement of an adjournment or postponement of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice. Notwithstanding anything in this Section 2.02(C) to the contrary, if the number of directors to be elected to the Board of Directors of the Corporation at an annual meeting is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased board of directors at least one hundred (100) calendar days prior to the anniversary of the mailing of proxy materials for the prior year’s annual meeting of stockholders, then a stockholder’s notice required by this Section 2.02(C) shall be considered timely, but only with respect to nominees for any new positions created by such increase, if it is received by the Secretary of the Corporation not later than the close of business on the tenth (10th) calendar day following the day on which such public announcement is first made by the Corporation.

(D) Such stockholder’s notice also shall set forth: (1) as to each person whom the stockholder proposes to nominate for election or reelection as a director, the name, age, business address and, if known, residential address, principal occupation or employment, the class, series and number of shares beneficially owned by such nominee and all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (2) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of any resolution proposed to be adopted at the meeting, the reasons for conducting such business at the meeting and, in the event that such business includes a proposal to amend either the Corporation’s certificate of incorporation, as amended, restated or supplemented from time to time (hereinafter, the “ Certificate of Incorporation ”) or these Bylaws, the language of the proposed amendment; (3) any material interest in such business of such stockholder and any Stockholder Associated Person (as defined below) on whose behalf the proposal is made and, in the case of nominations, a description of all arrangements or understandings, including all compensation and financial arrangements, between the stockholder and each nominee and any other persons (naming them) pursuant to which the nomination or nominations are to be made by the stockholder; (4) a representation that the stockholder is a stockholder of record and intends to appear in person or by a qualified representative at the annual meeting to bring the business proposed in the notice before the meeting; (5) a representation whether the stockholder or any Stockholder Associated Person intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies from stockholders in support of such proposal or nomination; (6) as to the stockholder giving the notice and any Stockholder Associated Person on whose behalf the nomination or proposal is made (a) the name and address of such stockholder, as they appear on the Corporation’s stock transfer books, and, if different,

such stockholder’s current name and address, and of any Stockholder Associated Person, (b) the class, series and number of shares of the Corporation which are owned of record and beneficially (but not of record) by such stockholder and any Stockholder Associated Person, (c) a description of all Derivative Transactions (as defined below) by such stockholder and any Stockholder Associated Person during the previous twelve (12) month period, including the date of the transactions and the class and number of securities involved in, and the material economic terms of, the transactions, such description also to include all information that such stockholder and any Stockholder Associated Person would be required to report on an Insider Report (as defined below) if such stockholder and any Stockholder Associated Person were a director of the Corporation or the beneficial owner of more than ten (10) percent of the shares of the Corporation at the time of the transactions; (7) the investment strategy or objective, if any, of such stockholder and any Stockholder Associated Person and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and any Stockholder Associated Person; and (8) to the extent known by the stockholder giving the notice, the name and address of any other person who owns, beneficially or of record, any shares of stock of the Corporation and who supports the proposal of such business and/or the nomination or nominations on the date of such stockholder’s notice. If such stockholder does not appear or send a qualified representative to present such proposal or nomination at such annual meeting, the Corporation need not present such proposal or nomination for a vote at such meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation. The chairman of any meeting of stockholders shall refuse to permit any business proposed and any nomination made by a stockholder to be brought before such meeting without compliance with the foregoing procedures or if the stockholder solicits proxies in support of such stockholder’s proposal or nomination without such stockholder having made the representation required by clause (5) above. The foregoing notice requirements shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of his or her intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation. If information submitted pursuant to this Section 2.02 shall be inaccurate to any material extent, such information may be deemed not to have been provided in accordance with this Section 2.02. Any information previously submitted by the stockholder pursuant to this Section 2.02 shall be supplemented by such stockholder and Stockholder Associated Person, if any, not later than ten (10) days after the record date for the meeting of stockholders in order to disclose any material change in such information as of the record date. If a stockholder fails to provide such written update within such period, the information as to which written update was required may be deemed not to have been provided in accordance with this Section 2.02.

(E) To be eligible to be a nominee for election as a director of the Corporation, an individual must additionally deliver (in accordance with the time periods for delivery of notice prescribed above) to the Secretary of the Corporation at the principal executive offices of the Corporation a completed written questionnaire with respect to the background and qualification of such nominee (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (1) is not and will not become a party to (a) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “ Voting Commitment ”) that has not been disclosed to the Corporation or (b) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (2) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been

disclosed therein, and (3) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

(F) For purposes of this Section 2.02:

(1) a “ Stockholder Associated Person ” of any stockholder shall mean (a) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (b) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder and (c) any person controlling, controlled by or under common control with such stockholder or a Stockholder Associated Person as defined in the foregoing clauses (a) and (b);

(2) “ Derivative Transaction ” by a person shall mean any (a) transaction in, or arrangement, agreement or understanding with respect to, any option, warrant, convertible security, stock appreciation right or similar right with an exercise, conversion or exchange privilege, or settlement payment or mechanism related to, any security of the Corporation, or any similar instrument with a value derived in whole or in part from the value of a security of the Corporation, in any such case whether or not it is subject to settlement in a security of the Corporation or otherwise and (b) any transaction, arrangement, agreement or understanding which included or includes an opportunity for such person, directly or indirectly, to profit or share in any profit derived from any increase or decrease in the value of any security of the Corporation, to mitigate any loss or manage any risk associated with any increase or decrease in the value of any security of the Corporation or to increase or decrease the number of securities of the Corporation which such person was, is or will be entitled to vote, in any case whether or not it is subject to settlement in a security of the Corporation or otherwise; and

(3) “ Insider Report ” shall mean a statement required to be filed pursuant to Section 16 of the Exchange Act (or any successor provisions), by a person who is a director of the Corporation or who is directly or indirectly the beneficial owner of more than ten percent of the shares of the Corporation.

(G) Nothing in these Bylaws shall be deemed to affect any rights of the holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation to elect directors under specified circumstances. Notwithstanding the foregoing provisions of this Section 2.02, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 2.02.

Whenever used in these Bylaws, “ public announcement ” shall mean disclosure (a) in a press release released by the Corporation, provided such press release is released by the Corporation following its customary procedures, is reported by the Dow Jones News Service, Associated Press or comparable national news service, or is generally available on internet news sites, or (b) in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

SECTION 2.03 Special Meetings.

Subject to the rights of the holders of any series of preferred stock and except as otherwise provided by law or by the Certificate of Incorporation, special meetings of stockholders of the Corporation may be called only by (i) the Chairman of the Board of Directors or the President, (ii) by the Secretary upon the direction of the Board of Directors pursuant to a resolution adopted by a majority of the members of the Board of Directors then in office or (iii) or by the Secretary upon the request of one or more stockholders holding not less than 50% of the Corporation’s then outstanding shares of common

stock. Such request will state the purpose or purposes of the proposed meeting. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called will be given not less than ten (10) days nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

SECTION 2.04 Quorum.

Subject to the rights of the holders of any series of preferred stock and except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the combined voting power of the capital stock issued and outstanding and entitled to vote at a meeting, present in person or represented by proxy, constitutes a quorum at all meetings of the stockholders for the transaction of business. If, however, such quorum is not present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder entitled to vote at the meeting.

SECTION 2.05 Voting.

Subject to the rights of the holders of any series of preferred stock and except as otherwise required by law, the Certificate of Incorporation or these Bylaws, any question brought before any meeting of stockholders will be decided by the vote of the holders of at least a majority of the voting power of the capital stock represented and entitled to vote thereat. Each stockholder represented at a meeting of stockholders is entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy, but no proxy will be voted on or after three years from its date, unless such proxy provides for a longer period. Such proxy shall be in writing or electronic transmission and shall be filed with the secretary of the Corporation before or at the time of the meeting or the giving of such written consent, as the case may be. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his or her discretion, may require that any votes cast at such meeting be cast by written ballot.

SECTION 2.06 Consent of Stockholders in Lieu of Meeting.

Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

SECTION 2.07 List of Stockholders Entitled to Vote.

The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the

meeting is to be held, which place will be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. This list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation.

SECTION 2.08 Stock Ledger.

The stock ledger of the Corporation is the only evidence as to the stockholders who are entitled to examine the stock ledger, the list required by Section 2.07, or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

ARTICLE III

DIRECTORS

SECTION 3.01 Number, Election, Qualification and Tenure of Directors.

Subject to the rights of the holders of any preferred stock and subject to the Certificate of Incorporation, the number of directors of the Corporation shall be as from time to time fixed by a resolution adopted by not less than two-thirds of the members of the Board of Directors then in office; provided that the Board of Directors at no time shall consist of fewer than three (3) directors. Directors of the Corporation shall be elected by the holders of a plurality of the voting power of the capital stock present in person or represented by proxy at a meeting of the stockholders and entitled to vote on the election of directors. Except as provided in Section 3.02, the directors shall be elected by class at the annual meeting of the stockholders and each director elected shall hold office (A) until the next annual meeting when such class is to be elected and until his or her successor is elected and qualified or (B) until his or her earlier resignation or removal. Directors need not be residents of the State of Delaware or stockholders of the Corporation.

SECTION 3.02 Vacancies; Removal.

Subject to the terms of any preferred stock, any vacancy on the Board of Directors that results from an increase in the number of directors may be filled only by the affirmative vote of a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring on the Board of Directors may be filled only by the affirmative vote of a majority of the Board of Directors then in office, even if less than a quorum, or by a sole remaining director. Any director of any class elected to fill a vacancy resulting from an increase in the number of directors of such class shall hold office for a term that shall coincide with the remaining term of that class. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor.

Subject to the rights, if any, of the holders of preferred stock, any or all of the directors of the Corporation may be removed from office at any time, but only for cause, and then only upon the affirmative vote of the holders of not less than 66⅔% of the Corporation’s then outstanding common stock.

SECTION 3.03 Duties and Powers.

The business of the Corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things

as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

SECTION 3.04 Meetings.

The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the Chairman, if there is one, the President, or a majority of the entire Board of Directors. Notice thereof stating the place, date and hour of the meeting will be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone telegraph, cable, wireless or other form of electronic communication on twenty-four (24) hours notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

SECTION 3.05 Quorum.

Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board of Directors, a majority of the entire Board of Directors constitutes a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum is an act of the Board of Directors. If a quorum is not present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

SECTION 3.06 Actions of the Board in Lieu of a Meeting.

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors of the Corporation or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing or electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

SECTION 3.07 Meetings by Means of Conference Telephone.

Unless otherwise provided by the Certificate of Incorporation or these Bylaws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 3.07 constitutes presence in person at such meeting.

SECTION 3.08 Committees.

The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they

constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, has and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee will keep regular minutes and report to the Board of Directors when required.

SECTION 3.09 Compensation.

Directors shall be entitled to such compensation for their services as may be fixed from time to time by a resolution of the Board of Directors, including, if so provided by any such resolution, their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment will preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

SECTION 3.10 Interested Directors.

No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, will be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose if (i) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV

OFFICERS

SECTION 4.01 General.

The officers of the Corporation will be chosen by the Board of Directors. The Board of Directors, in its discretion, may choose a Chairman of the Board of Directors, a President, a Secretary, and one or more Treasurers, Vice Presidents or Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other officers as determined by the Board of Directors from time to time in accordance with Section 4.11 of these Bylaws. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these Bylaws. The officers of the Corporation need not be stockholders or directors of the Corporation.

SECTION 4.02 Election.

The Board of Directors at its first meeting held after each annual meeting of stockholders will elect the officers of the Corporation who will hold their offices for such terms and will exercise such

powers and perform such duties as determined from time to time by the Board of Directors. All officers of the Corporation will hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation will be filled by the Board of Directors. The salaries of all officers of the Corporation will be fixed by the Board of Directors.

SECTION 4.03 Voting Securities Owned by the Corporation.

Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer deems advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation owns securities and at any such meeting will possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

SECTION 4.04 Chairman of the Board of Directors.

The Chairman of the Board of Directors, if there is one, will preside at all meetings of the stockholders and of the Board of Directors. The Chairman of the Board of Directors also will perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

SECTION 4.05 President.

The President, subject to the control of the Board of Directors, has general supervision of the business of the Corporation and will see that all orders and resolutions of the Board of Directors are carried into effect. He or she will be the Chief Executive Officer of the Corporation and will execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the President. In the absence or disability of the Chairman of the Board of Directors, or if there be none, the President will preside at all meetings of the stockholders and, if the President is also a member of the Board of Directors, all meetings of the Board of Directors. The President also will perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

SECTION 4.06 Chief Financial Officer.

The Chief Financial Officer shall have general supervision of the financial operations of the Corporation. The Chief Financial Officer shall also perform such duties and have such other powers as may from time to time be prescribed to them by the Board of Directors or the Chief Executive Officer.

SECTION 4.07 Vice Presidents.

At the request of the President or in his or her absence or in the event of his or her inability or refusal to act, the Vice President or the Vice Presidents if there is more than one (in the order designated by the Board of Directors) will perform the duties of the President, and when so acting, will have all the powers of and be subject to all the restrictions upon the President. Each Vice President will perform such

other duties and have such other powers as the Board of Directors from time to time may prescribe. If there is no Vice President, the Board of Directors will designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, will perform the duties of the President, and when so acting, will have all the powers of and be subject to all the restrictions upon the President.

SECTION 4.08 Secretary.

The Secretary will attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary also will perform like duties for the standing committees when required. The Secretary will give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and will perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he or she will be. If there is no Secretary, or the Secretary is unable or refuses to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given.

The Secretary will have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there is one, will have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Secretary will see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

SECTION 4.09 Assistant Secretaries.

Except as may be otherwise provided in these Bylaws, Assistant Secretaries, if there are any, will perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there is one, or the Secretary, and in the absence of the Secretary or in the event of his or her disability or refusal to act, will perform the duties of the Secretary, and when so acting, will have all the powers of and be subject to all the restrictions upon the Secretary.

SECTION 4.10 Treasurer.

The Treasurer, subject to the order of the Board of Directors, shall have the care and custody of the moneys, funds, valuable papers and documents of the Corporation (other than his or her own bond, if any, which shall be in the custody of the President), and shall have, under the supervision of the Board of Directors, all the powers and duties commonly incident to his or her office. He or she shall deposit all funds of the Corporation in such bank or banks, trust company or trust companies, or with such firm or firms doing a banking business as may be designated by the Board of Directors or be the President if the Board does not do so. He or she may endorse for deposit or collection all checks, notes, and similar instruments payable to the Corporation or to its order. He or she shall keep accurate books of account of the Corporation’s transactions, which shall be the property of the Corporation, and together with all of the property of the Corporation in his or her possession, shall be subject at all times to the inspection and control of the Board of Directors. The Treasurer shall be subject in every way to the order of the Board of Directors, and shall render to the Board of Directors and/or the President of the Corporation, whenever they may require it, an account of all his or her transactions and of the financial condition of the Corporation. In addition to the foregoing, the Treasurer shall have such duties as may be prescribed or determined from time to time by the Board of Directors or by the President if the Board does not do so.

SECTION 4.11 Assistant Treasurer.

The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Treasurer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of directors may from time to time prescribe.

SECTION 4.12 Other Officers.

Such other officers as the Board of Directors may choose will perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V

STOCK

SECTION 5.01 Uncertificated Shares; Form of Certificates.

Some, all, or any classes or series of shares of the Corporation may be uncertificated shares. Notwithstanding the Company’s Corporation’s authority to issue uncertificated shares, every holder of stock in the Corporation shall be entitled to have a certificate of the shares of the Corporation signed by (i) the Chairman of the Board of Directors, the President, or a Vice President and (ii) the Treasurer or an Assistant Treasurer, the Secretary, or an Assistant Secretary, of the Corporation, certifying the number of shares owned by him in the Corporation.

SECTION 5.02 Signatures.

Where a stock certificate is countersigned by (i) a transfer agent other than the Corporation or its employee or (ii) a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

SECTION 5.03 Lost Certificates.

The Board of Directors may direct a new certificate to be issued in place of any stock certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the stock certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his or her legal representative, to advertise the same in such manner as the Board of Directors shall require or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

SECTION 5.04 Transfers.

Stock of the Corporation is transferable in the manner prescribed by law, the Certificate of Incorporation of the Corporation and in these Bylaws. If shares intended to be transferred are represented by stock certificates, transfers of stock will be made on books of the Corporation only by the person

named in the certificate or by his or her attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which will be canceled before a new certificate is issued. The Board of Directors may make such additional rules and regulations concerning the issue, transfer, and registration of certificates for shares or uncertificated shares as it may deem necessary but that are not inconsistent with these Bylaws.

SECTION 5.05 Record Date.

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to consent to corporate action without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders will apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

If no record date is fixed by the Board of Directors with regard to determining stockholders entitled to notice of or to vote at any meeting of stockholders, the record date shall be at the close of business on the next day preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. If no record date is fixed by the Board of Directors with regard to determining stockholders entitled to consent to corporate action without a meeting, when no prior action by the Board of Directors is required by the Certificate of Incorporation of the Corporation or by statute, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered in the manner required by law to the Corporation at its registered office in the State of Delaware or at its principal place of business or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the Corporation’s stockholders are recorded; and if no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Certificate of Incorporation or by statute, the record date for determining stockholders entitled to consent to corporate action without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. If no record date is fixed by the Board of Directors with regard to determining the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the record date shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Only those who shall be stockholders of record on the record date so fixed as aforesaid shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to consent to such corporate action in writing, or to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock , as the case may be, notwithstanding the transfer of any stock on the books of the Corporation after the applicable record date.

SECTION 5.06 Beneficial Owners.

The Corporation is entitled to recognize the exclusive right of a person registered on its books as the owner of shares or owner-in-trust of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and is not bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it has express or other notice thereof, except as otherwise provided by law.

ARTICLE VI

NOTICES

SECTION 6.01 Notices.

Whenever written notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, except as otherwise provided in these Bylaws, such notice may be given personally, or by mailing a copy of such notice, postage prepaid, directly to such director, member of a committee or stockholder to his or her address as it appears in the records of the Corporation or by transmitting such notice thereof to him or her by facsimile, cable or, to the extent permissible under Section 232 of the DGCL Delaware General Corporation Law (“ DGCL ”) , other electronic transmission to the number or address specified in the records of the Corporation.

SECTION 6.02 Waivers of Notice.

Whenever any notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed, by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, will be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE VII

GENERAL PROVISIONS

SECTION 7.01 Dividends.

Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, securities or other property of the Corporation out of the assets or the funds of the Corporation legally available therefor. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

SECTION 7.02 Disbursements.

All checks or demands for money and notes of the Corporation will be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

SECTION 7.03 Fiscal Year.

The fiscal year of the Corporation will begin on January 1st and end on December 31st.

SECTION 7.04 Corporate Seal.

The corporate seal will have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION 7.05 Electronic Transmissions.

For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient, and that may be directly reproduced in paper form by such recipient through an automated process.

ARTICLE VIII

INDEMNIFICATION

SECTION 8.01 Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation .

The Corporation shall indemnify any director or officer of the Corporation, and may, upon the act of the Board of Directors, indemnify any other person whom it shall have the power to indemnify under applicable law, in each case to the fullest extent permitted by applicable law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative ( a “ Proceeding ”) ( other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was acting in his or her official capacity as a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise , against his or her Corporate Capacity (as defined below) against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding Proceeding .

The Corporation shall indemnify any director or officer of the Corporation, and may, upon the act of the Board of Directors, indemnify any other person whom it shall have the power to indemnify under applicable law, in each case to the fullest extent permitted by applicable law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was acting in his or her official capacity as a director, officer, employee or agent of the Corporation, as the case may be, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise Corporate Capacity , against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit Proceeding .

Any indemnification under this Section 8.01 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer , employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in this Section 8.01 Section 145 of the DGCL and that indemnification of indemnitee is not otherwise prohibited under Section 145 of the DGCL . Such If there are two or more Disinterested Directors (as defined below), such determination shall be made at the Disinterested Directors’ discretion by a majority vote of such Disinterested Directors, by either ( 1 i ) the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors or (ii) a committee of such Disinterested Directors designated by majority vote of such Disinterested Directors , even though less than a quorum . Alternatively, if there are not two or more Disinterested Directors (or if a quorum of Disinterested Directors so directs), the determination shall be made in a written opinion by Independent Counsel (as defined below). Such Independent Counsel shall be selected by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum , or (3) if such a quorum is not obtainable, or, even if obtainable a quorum of

disinterested directors so directs, by independent legal counsel in a written opinion, or (4) by the stockholders Disinterested Directors, or if there are fewer than two Disinterested Directors, selected by the Board of Directors (in which selection directors who do not qualify as Disinterested Directors may participate) .

SECTION 8.02 Expenses Payable in Advance.

Expenses incurred in defending or investigating a threatened or pending action, suit or proceeding may Proceeding by any director or officer of the Corporation shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding Proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director , or officer , employee or agent to repay such amount unless if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article VIII.

Expenses incurred in defending or investigating a Proceeding by any person other than a director or an officer of the Corporation may, upon the act of the Board of Directors, be paid by the Corporation in advance of the final disposition of such Proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article VIII.

SECTION 8.03 Non-Exclusivity and Survival of Indemnification.

The indemnification provided by this Article VIII is not exclusive of any other rights to which those seeking indemnification may be entitled under the Certificate of Incorporation, any Bylaw, agreement, contract, vote of stockholders or disinterested directors Disinterested Directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 8.01 is made to the fullest extent permitted by law. The provisions of this Article VIII do not preclude the indemnification of any person who is not specified in Sections 8.01 but whom the Corporation has the power or obligation to indemnify under the provisions of the Certificate of Incorporation, the DGCL, or otherwise. The indemnification provided by this Article VIII continues as to a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such person.

SECTION 8.04 Insurance.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power or the obligation to indemnify him or her against such liability under the provisions of this Article VIII.

SECTION 8.05 General.

with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

SECTION 8.06 Definitions.

For purposes of this Article VIII:

(1) “ Corporate Capacity ” describes the official capacity in which the applicable director, officer, employee or agent serves, served or will serve the Corporation, whether as a director, officer, employee or agent of the Corporation, or at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise ; “Corporate Capacity” also describes any service by the applicable director, officer, employee or agent at the Corporation’s request in connection with an employee benefit plan if such person’s duties to the Corporation also impose duties on, or otherwise involve services by, such person to the plan or to participants in or beneficiaries of the plan; “Corporate Capacity” includes, unless the context requires otherwise, the estate or personal representative of a director, officer, employee or agent;

(2) a “ Disinterested Director ” shall mean a director who at the time of a vote referred to above in this Section 8.01 is not (A) a party to the Proceeding; or (B) director having a familial, financial, professional, or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made with respect to the Proceeding, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director’s judgment when voting on the decision being made; and

(3) “ Independent Counsel ” shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past three years has been, retained to represent (A) the Corporation or the applicable director, officer, employee or agent in any matter material to either such party or (B) any other party to the Proceeding giving rise to a claim for indemnification under this Article VIII; notwithstanding the foregoing, such counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or the applicable director, officer, employee or agent in an action to determine such person’s rights under this Article VIII.

ARTICLE IX

AMENDMENTS

SECTION 9.01 Amendments.

These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by the Board of Directors. The affirmative vote of not less than a majority of the entire Board of Directors shall be required to adopt, amend, alter or repeal the Corporation’s Bylaws. The Corporation’s Bylaws also may be adopted, amended, altered or repealed by the affirmative vote of the holders of not less than a majority of the Corporation’s then outstanding common stock; provided, however that notwithstanding any other provision of these Bylaws (and in addition to any other vote that may be required by law), the affirmative vote or holders of not less than 66⅔% of the Corporation’s then outstanding common stock shall be required to alter, amend or repeal, in whole or in part, Section 2.02, 2.03, 3.02 or this Section 9.01 of the Bylaws or to adopt any bylaw inconsistent with the purpose and intent of the foregoing provisions.

CH2\8036585.1

CH2\12901655.2

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

Incorporated under the laws

of the State of Delaware

AMENDED AND RESTATED

BYLAWS

As adopted on May 7, 2013

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

AMENDED AND RESTATED

BYLAWS

TABLE OF CONTENTS

ARTICLE I	OFFICES	1
SECTION 1.01	Registered Office	1
SECTION 1.02	Other Offices	1
ARTICLE II	MEETINGS OF STOCKHOLDERS	1
SECTION 2.01	Place of Meetings	1
SECTION 2.02	Annual Meeting	1
SECTION 2.03	Special Meetings	4
SECTION 2.04	Quorum	5
SECTION 2.05	Voting	5
SECTION 2.06	Consent of Stockholders in Lieu of Meeting	5
SECTION 2.07	List of Stockholders Entitled to Vote	5
SECTION 2.08	Stock Ledger	6
ARTICLE III	DIRECTORS	6
SECTION 3.01	Number, Election, Qualification and Tenure of Directors	6
SECTION 3.02	Vacancies; Removal	6
SECTION 3.03	Duties and Powers	6
SECTION 3.04	Meetings	7
SECTION 3.05	Quorum	7
SECTION 3.06	Actions of the Board in Lieu of a Meeting	7
SECTION 3.07	Meetings by Means of Conference Telephone	7
SECTION 3.08	Committees	7
SECTION 3.09	Compensation	8
SECTION 3.10	Interested Directors	8
ARTICLE IV	OFFICERS	8
SECTION 4.01	General	8
SECTION 4.02	Election	8
SECTION 4.03	Voting Securities Owned by the Corporation	9
SECTION 4.04	Chairman of the Board of Directors	9
SECTION 4.05	President	9

SECTION 4.06	Chief Financial Officer	9
SECTION 4.07	Vice Presidents	9
SECTION 4.08	Secretary	10
SECTION 4.09	Assistant Secretaries	10
SECTION 4.10	Treasurer	10
SECTION 4.11	Assistant Treasurer	11
SECTION 4.12	Other Officers	11
ARTICLE V	STOCK	11
SECTION 5.01	Uncertificated Shares; Form of Certificates	11
SECTION 5.02	Signatures	11
SECTION 5.03	Lost Certificates	11
SECTION 5.04	Transfers	11
SECTION 5.05	Record Date	12
SECTION 5.06	Beneficial Owners	12
ARTICLE VI	NOTICES	13
SECTION 6.01	Notices	13
SECTION 6.02	Waivers of Notice	13
ARTICLE VII	GENERAL PROVISIONS	13
SECTION 7.01	Dividends	13
SECTION 7.02	Disbursements	13
SECTION 7.03	Fiscal Year	13
SECTION 7.04	Corporate Seal	13
SECTION 7.05	Electronic Transmissions	14
ARTICLE VIII	INDEMNIFICATION	14
SECTION 8.01	Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation.	14
SECTION 8.02	Expenses Payable in Advance.	14
SECTION 8.03	Non-Exclusivity and Survival of Indemnification.	15
SECTION 8.04	Insurance.	15
SECTION 8.05	General	15
ARTICLE IX	AMENDMENTS	15
SECTION 9.01	Amendments.	15

AMENDED AND RESTATED

BYLAWS

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

(the “ Corporation ”)

ARTICLE I

OFFICES

SECTION 1.01 Registered Office.

SECTION 1.02 Other Offices.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 2.01 Place of Meetings.

SECTION 2.02 Annual Meeting.

accordance with such procedures, nothing in this Section 2.02 shall be deemed to preclude discussion by any stockholder of any such business.

(D) Such stockholder’s notice also shall set forth: (1) as to each person whom the stockholder proposes to nominate for election or reelection as a director, the name, age, business address and, if known, residential address, principal occupation or employment, the class, series and number of shares beneficially owned by such nominee and all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (2) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of any resolution proposed to be adopted at the meeting, the reasons for conducting such business at the meeting and, in the event that such business includes a proposal to amend either the Corporation’s certificate of incorporation, as amended, restated or supplemented from time to time (hereinafter, the “Certificate of Incorporation”) or these Bylaws, the language of the proposed amendment; (3) any material interest in such business of such stockholder and any Stockholder Associated Person (as defined below) on whose behalf the proposal is made and, in the case of nominations, a description of all arrangements or understandings, including all compensation and financial arrangements, between the stockholder and each nominee and any other persons (naming them) pursuant to which the nomination or nominations are to be made by the stockholder; (4) a representation that the stockholder is a stockholder of record and intends to appear in person or by a qualified representative at the annual meeting to bring the business proposed in the notice before the meeting; (5) a representation whether the stockholder or any Stockholder Associated Person intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies from stockholders in support of such proposal or nomination; (6) as to the stockholder giving the notice and any Stockholder Associated Person on whose behalf the nomination or proposal is made (a) the name and address of such stockholder, as they appear on the Corporation’s stock transfer books, and, if different, such stockholder’s

current name and address, and of any Stockholder Associated Person, (b) the class, series and number of shares of the Corporation which are owned of record and beneficially (but not of record) by such stockholder and any Stockholder Associated Person, (c) a description of all Derivative Transactions (as defined below) by such stockholder and any Stockholder Associated Person during the previous twelve (12) month period, including the date of the transactions and the class and number of securities involved in, and the material economic terms of, the transactions, such description also to include all information that such stockholder and any Stockholder Associated Person would be required to report on an Insider Report (as defined below) if such stockholder and any Stockholder Associated Person were a director of the Corporation or the beneficial owner of more than ten (10) percent of the shares of the Corporation at the time of the transactions; (7) the investment strategy or objective, if any, of such stockholder and any Stockholder Associated Person and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and any Stockholder Associated Person; and (8) to the extent known by the stockholder giving the notice, the name and address of any other person who owns, beneficially or of record, any shares of stock of the Corporation and who supports the proposal of such business and/or the nomination or nominations on the date of such stockholder’s notice. If such stockholder does not appear or send a qualified representative to present such proposal or nomination at such annual meeting, the Corporation need not present such proposal or nomination for a vote at such meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation. The chairman of any meeting of stockholders shall refuse to permit any business proposed and any nomination made by a stockholder to be brought before such meeting without compliance with the foregoing procedures or if the stockholder solicits proxies in support of such stockholder’s proposal or nomination without such stockholder having made the representation required by clause (5) above. The foregoing notice requirements shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of his or her intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation. If information submitted pursuant to this Section 2.02 shall be inaccurate to any material extent, such information may be deemed not to have been provided in accordance with this Section 2.02. Any information previously submitted by the stockholder pursuant to this Section 2.02 shall be supplemented by such stockholder and Stockholder Associated Person, if any, not later than ten (10) days after the record date for the meeting of stockholders in order to disclose any material change in such information as of the record date. If a stockholder fails to provide such written update within such period, the information as to which written update was required may be deemed not to have been provided in accordance with this Section 2.02.

(E) To be eligible to be a nominee for election as a director of the Corporation, an individual must additionally deliver (in accordance with the time periods for delivery of notice prescribed above) to the Secretary of the Corporation at the principal executive offices of the Corporation a completed written questionnaire with respect to the background and qualification of such nominee (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (1) is not and will not become a party to (a) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (b) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (2) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been

(F) For purposes of this Section 2.02:

SECTION 2.03 Special Meetings.

SECTION 2.04 Quorum.

SECTION 2.05 Voting.

SECTION 2.06 Consent of Stockholders in Lieu of Meeting.

SECTION 2.07 List of Stockholders Entitled to Vote.

SECTION 2.08 Stock Ledger.

ARTICLE III

DIRECTORS

SECTION 3.01 Number, Election, Qualification and Tenure of Directors.

SECTION 3.02 Vacancies; Removal.

SECTION 3.03 Duties and Powers.

The business of the Corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things

as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

SECTION 3.04 Meetings.

SECTION 3.05 Quorum.

SECTION 3.06 Actions of the Board in Lieu of a Meeting.

SECTION 3.07 Meetings by Means of Conference Telephone.

SECTION 3.08 Committees.

SECTION 3.09 Compensation.

SECTION 3.10 Interested Directors.

ARTICLE IV

OFFICERS

SECTION 4.01 General.

SECTION 4.02 Election.

The Board of Directors at its first meeting held after each annual meeting of stockholders will elect the officers of the Corporation who will hold their offices for such terms and will exercise such

SECTION 4.03 Voting Securities Owned by the Corporation.

SECTION 4.04 Chairman of the Board of Directors.

SECTION 4.05 President.

SECTION 4.06 Chief Financial Officer.

SECTION 4.07 Vice Presidents.

SECTION 4.08 Secretary.

SECTION 4.09 Assistant Secretaries.

SECTION 4.10 Treasurer.

SECTION 4.11 Assistant Treasurer.

SECTION 4.12 Other Officers.

ARTICLE V

STOCK

SECTION 5.01 Uncertificated Shares; Form of Certificates.

Some, all, or any classes or series of shares of the Corporation may be uncertificated shares. Notwithstanding the Corporation’s authority to issue uncertificated shares, every holder of stock in the Corporation shall be entitled to have a certificate of the shares of the Corporation signed by (i) the Chairman of the Board of Directors, the President, or a Vice President and (ii) the Treasurer or an Assistant Treasurer, the Secretary, or an Assistant Secretary, of the Corporation, certifying the number of shares owned by him in the Corporation.

SECTION 5.02 Signatures.

SECTION 5.03 Lost Certificates.

SECTION 5.04 Transfers.

SECTION 5.05 Record Date.

Only those who shall be stockholders of record on the record date so fixed as aforesaid shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to consent to such corporate action in writing, or to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, as the case may be, notwithstanding the transfer of any stock on the books of the Corporation after the applicable record date.

SECTION 5.06 Beneficial Owners.

ARTICLE VI

NOTICES

SECTION 6.01 Notices.

Whenever written notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, except as otherwise provided in these Bylaws, such notice may be given personally, or by mailing a copy of such notice, postage prepaid, directly to such director, member of a committee or stockholder to his or her address as it appears in the records of the Corporation or by transmitting such notice thereof to him or her by facsimile, cable or, to the extent permissible under Section 232 of the Delaware General Corporation Law (“ DGCL ”), other electronic transmission to the number or address specified in the records of the Corporation.

SECTION 6.02 Waivers of Notice.

ARTICLE VI

GENERAL PROVISIONS

SECTION 7.01 Dividends.

SECTION 7.02 Disbursements.

All checks or demands for money and notes of the Corporation will be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

SECTION 7.03 Fiscal Year.

The fiscal year of the Corporation will begin on January 1st and end on December 31st.

SECTION 7.04 Corporate Seal.

SECTION 7.05 Electronic Transmissions.

ARTICLE VIII

INDEMNIFICATION

SECTION 8.01 Power to Indemnify in Actions, Suits or Proceedings.

Any indemnification under this Section 8.01 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 145 of the DGCL and that indemnification of indemnitee is not otherwise prohibited under Section 145 of the DGCL. If there are two or more Disinterested Directors (as defined below), such determination shall be made at the Disinterested Directors’ discretion by a majority vote of such Disinterested Directors, by either (i) the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors or (ii) a committee of such Disinterested Directors designated by majority vote of such Disinterested Directors, even though less than a quorum. Alternatively, if there are not two or more Disinterested Directors (or if a quorum of Disinterested Directors so directs), the determination shall be made in a written opinion by Independent Counsel (as defined below). Such Independent Counsel shall be selected by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors, or if there are fewer than two Disinterested Directors, selected by the Board of Directors (in which selection directors who do not qualify as Disinterested Directors may participate).

SECTION 8.02 Expenses Payable in Advance.

Expenses incurred in defending or investigating a Proceeding by any director or officer of the Corporation shall be paid by the Corporation in advance of the final disposition of such Proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article VIII.

SECTION 8.03 Non-Exclusivity and Survival of Indemnification.

The indemnification provided by this Article VIII is not exclusive of any other rights to which those seeking indemnification may be entitled under the Certificate of Incorporation, any Bylaw, agreement, contract, vote of stockholders or Disinterested Directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 8.01 is made to the fullest extent permitted by law. The provisions of this Article VIII do not preclude the indemnification of any person who is not specified in Sections 8.01 but whom the Corporation has the power or obligation to indemnify under the provisions of the Certificate of Incorporation, the DGCL, or otherwise. The indemnification provided by this Article VIII continues as to a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such person.

SECTION 8.04 Insurance.

SECTION 8.05 General.

The provisions of this Article VIII shall be deemed to be a contract between the Corporation and each person who serves as such director or officer in any such capacity at any time while this Article VIII and the relevant provisions of the DGCL or other applicable laws, if any, are in effect, and any repeal or modification of any such law or of this Article VIII shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

SECTION 8.06 Definitions.

For purposes of this Article VIII:

(1) “ Corporate Capacity ” describes the official capacity in which the applicable director, officer, employee or agent serves, served or will serve the Corporation, whether as a director, officer, employee or agent of the Corporation, or at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; “Corporate Capacity” also describes any service by the applicable director, officer, employee or agent at the Corporation’s request in connection with an employee benefit plan if such person’s duties to the Corporation also impose duties on, or otherwise involve services by, such person to the plan or to

participants in or beneficiaries of the plan; “Corporate Capacity” includes, unless the context requires otherwise, the estate or personal representative of a director, officer, employee or agent;

ARTICLE IX

AMENDMENTS

SECTION 9.01 Amendments.

CH2\12901655.2

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “ Agreement ”) is made and entered into as of __________ __, 20__, by and between Consolidated Communications Holdings, Inc., a Delaware corporation (the “ Company ”), and [<Name of Indemnitee>] (“ Indemnitee ”). Capitalized terms used herein and not otherwise defined have the meanings set forth in Section 1 .

WHEREAS , Indemnitee performs a valuable service for the Company as a director and/or an officer of the Company;

WHEREAS , the Board of Directors of the Company has adopted Bylaws (the “ Bylaws ”) providing for the indemnification of directors and officers of the Company to the fullest extent permitted by the Delaware General Corporation Law, as amended (the “ DGCL ”);

WHEREAS , the Bylaws and the DGCL, by their nonexclusive nature, permit contracts between the Company and such directors and officers of the Company with respect to indemnification of such persons;

WHEREAS , the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, and to indemnify its directors and officers so as to provide them with the maximum protection permitted by the DGCL;

WHEREAS , this Agreement is a supplement to the provisions of the DGCL, the Company’s Certificate of Incorporation and Bylaws and any resolutions adopted pursuant thereto and is not intended to be a substitute therefor, nor is it intended to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS , in recognition of the need to provide Indemnitee with substantial protection against personal liability and in order to induce Indemnitee to serve in his or her Corporate Capacity, the Company has determined and agreed to enter into this Agreement with Indemnitee.

NOW, THEREFORE , in consideration of Indemnitee’s service in his or her Corporate Capacity, the parties hereto, intending to be legally bound, agree as follows:

1. Definitions . For purposes of this Agreement:

(a) “ Affiliate ” has the meaning as defined in Rule 405 under the Securities Act of 1933, as amended.

(b) “ Change of Control ” means a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the 1934 Act as in effect at the time of such “change in control”, provided that such a change in control shall be deemed to have occurred on the earliest to occur of any of the following:

(i) any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the 1934 Act), other than an Affiliate of Richard A. Lumpkin, is or becomes the beneficial owner (as defined in Rule 13d-3 under the 1934 Act) directly or

indirectly, of securities representing a majority of the combined voting power for election of directors of the then outstanding securities of the Company or any successor to the Company;

(ii) during any period of two consecutive years or less, individuals who at the beginning of such period constitute the Board of Directors cease, for any reason, to constitute at least a majority of the Board of Directors, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period;

(iii) the stockholders of the Company approve any reorganization, merger, consolidation or share exchange as a result of which the common stock of the Company shall be changed, converted or exchanged into or for securities of another corporation (other than a merger with a wholly-owned subsidiary of the Company) or any dissolution or liquidation of the Company or any sale or the disposition of 50% or more of the assets or business of the Company; or

(iv) stockholders of the Company approve any reorganization, merger, consolidation or share exchange unless (A) the persons who were the beneficial owners of the outstanding shares of the common stock of the Company immediately before the consummation of such transaction beneficially own at least a majority of the outstanding shares of the common stock of the successor or survivor corporation in such transaction immediately following the consummation of such transaction and (B) the number of shares of the common stock of such successor or survivor corporation beneficially owned by the persons described in Section 1(b)(iv)(A) immediately following the consummation of such transaction is beneficially owned by each such person in substantially the same proportion that each such person had beneficially owned shares of the Company common stock immediately before the consummation of such transaction, provided (C) the percentage described in Section 1(b)(iv)(A) of the beneficially owned shares of the successor or survivor corporation and the number described in Section 1(b)(iv)(B) of the beneficially owned shares of the successor or survivor corporation shall be determined exclusively by reference to the shares of the successor or survivor corporation which result from the beneficial ownership of shares of common stock of the Company by the persons described in Section 1(b)(iv)(A) immediately before the consummation of such transaction.

(c) “ Corporate Capacity ” describes the official capacity in which Indemnitee serves, served or will serve the Company, whether as a director, officer, employee or agent of the Company, or at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Corporate Capacity also describes any service by Indemnitee at the Company’s request in connection with an employee benefit plan if Indemnitee’s duties to the Company also impose duties on, or otherwise involve services by, Indemnitee to the plan or to participants in or beneficiaries of the plan. Corporate Capacity includes, unless the context requires otherwise, the estate or personal representative of Indemnitee.

(d) “ Disinterested Director ” means a director who at the time of a vote referred to in Section 6(b) is not:

(i) A party to the Proceeding; or

(ii) A director having a familial, financial, professional, or employment relationship with the director whose indemnification or advance for Expenses is the subject of the decision being made with respect to the Proceeding, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director’s judgment when voting on the decision being made.

(e) “ Expenses ” means, (i) with respect to any Proceeding against Indemnitee other than a Proceeding by or in right of the Company, all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with such Proceeding, and (ii) with respect to any Proceeding against Indemnitee by or in right of the Company, all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding.

(f) “ Independent Counsel ” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past three years has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, such counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(g) “ Proceeding ” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

(h) “ 1934 Act ” means the Securities Exchange Act of 1934, as amended.

2. Indemnification of Indemnitee .

(a) Third-Party Proceedings . Subject to Section 6 , the Company hereby agrees to indemnify Indemnitee, to the fullest extent permitted by the DGCL, if Indemnitee was or is a party, or is threatened to be made a party, to any Proceeding by reason of Indemnitee’s Corporate Capacity against all Expenses in connection with such Proceeding; provided , however , that except as provided in Section 7 , Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with a Proceeding initiated by Indemnitee (other than in Indemnitee’s Corporate Capacity) against the Company or any director or officer of the Company unless the Company has joined in or consented in writing to the initiation of such action.

(b) Proceedings By or in the Right of the Company . Subject to Section 6 , the Company hereby agrees to indemnify Indemnitee, to the fullest extent permitted by the DGCL, if Indemnitee was or is a party, or is threatened to be made a party, to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is

or was acting in Indemnitee’s Corporate Capacity, against all Expenses in connection with such Proceeding; provided , however , that except as provided in Section 7 , Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with a Proceeding initiated by Indemnitee (other than in Indemnitee’s Corporate Capacity) against the Company or any director or officer of the Company unless the Company has joined in or consented in writing to the initiation of such action.

3. Advancement of Expenses .

(a) Expenses incurred in defending or investigating a Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company under this Agreement.

(b) Notwithstanding any other provision of this Agreement, the Company shall advance any and all Expenses of Indemnitee with respect to Indemnitee’s Corporate Capacity within thirty (30) days after Indemnitee has presented the undertaking required pursuant to Section 3(a) . Any advances and undertakings to repay pursuant to this Section 3 shall be unsecured and interest free. Notwithstanding the foregoing, the obligation of the Company to advance Expenses pursuant to this Section 3 shall be subject to the condition that, if, when and to the extent that the Company determines that Indemnitee would not be permitted to be indemnified under applicable law, the Company shall be reimbursed, within sixty (60) days of such determination, by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts previously paid by the Company pursuant to this Section 3 ; provided , however , that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Company that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any advance of Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).

4. Indemnification for Expenses of an Indemnitee Who is Wholly or Partly Successful . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Capacity, a party to and is successful on the merits or otherwise in defense of any Proceeding, or in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against Expenses incurred by Indemnitee in connection with the Proceeding, regardless of whether Indemnitee has met the standards set forth in the DGCL and without any action or determination in accordance with Section 6 . If Indemnitee is not wholly successful in such Proceeding but is successful on the merits or otherwise as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses incurred by Indemnitee in connection with each successfully resolved claim, issue or matter. Any necessary determination regarding the allocation or apportionment of Expenses between successful and unsuccessful claims, issues or matters shall be made by the person, persons or entity empowered or selected under Section 6(b) to determine whether Indemnitee is entitled to indemnification.

5. Partial Indemnification . If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Expenses but not for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

6. Procedures and Presumptions for Determination of Entitlement to Indemnification . It is the intent of the parties hereto to secure for Indemnitee rights of indemnification that are as favorable as may be permitted under the law and public policy of the State of Delaware. Accordingly, the following procedures and presumptions shall apply if any question arises as to whether Indemnitee is entitled to indemnification under this Agreement ( provided , however , if the procedures for determination of entitlement to indemnification as currently set forth in the DGCL are amended to require different procedures and such different procedures create any material inconsistency between the procedures set forth in paragraph (b) below, the procedures set forth in paragraph (b) shall also be deemed to be amended in the same manner to the extent necessary to remove the material inconsistency without any further action on the part of the Company or Indemnitee):

(a) To obtain indemnification (other than the advancement of Expenses and other than as provided otherwise herein) under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Corporate Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification. Any expenses incurred by Indemnitee in connection with Indemnitee’s request for indemnification hereunder shall be borne by the Company. The Company hereby indemnifies and agrees to hold Indemnitee harmless for any expenses (including attorneys’ fees and costs) incurred by Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification.

(b) Any indemnification under this Agreement (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in Section 145 of the DGCL and that indemnification of Indemnitee is not otherwise prohibited under Section 145 of the DGCL. If there are two or more Disinterested Directors, such determination shall be made at the Disinterested Directors’ discretion by a majority vote of such Disinterested Directors, by either (i) the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors or (ii) a committee of such Disinterested Directors designated by majority vote of such Disinterested Directors, even though less than a quorum. Alternatively, if there are not two or more Disinterested Directors (or if a quorum of Disinterested Directors so directs), the determination shall be made in a written opinion by Independent Counsel. Such Independent Counsel shall be selected by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors, or if there are fewer than two Disinterested Directors, selected by the Board of Directors (in which selection directors who do not qualify as Disinterested Directors may participate).

(c) Notwithstanding Section 6(b) , following a Change of Control of the Company, with respect to all matters thereafter arising out of acts, omissions or events occurring prior to or after the Change of Control of the Company concerning the rights of Indemnitee to seek indemnification under this Section 6 , such determination shall be made by Independent Counsel nominated by Indemnitee and selected by the Board of Directors or its committee in the manner described in Sections 6(b) (which selection shall not be unreasonably withheld). If Indemnitee fails to nominate Independent Counsel within ten business days following written request by the Company to nominate Independent Counsel, the Board of Directors or its committee shall select Independent Counsel by a majority vote of a quorum consisting of Disinterested Directors, or if there are fewer than two Disinterested Directors, selected by the Board of Directors (in which selection directors who do not qualify as Disinterested Directors may participate).

(d) If the person, persons or entity empowered or selected under Section 6(b) to determine whether Indemnitee is entitled to indemnification have not made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(e) Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Each such person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification shall act reasonably and in good faith in making a determination under this Agreement of Indemnitee’s entitlement to indemnification. Any expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(f) If any Independent Counsel is selected pursuant to this Section 6, such Independent Counsel shall determine as promptly as practicable whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and shall render a written opinion to the Company and to Indemnitee to such effect. The Company agrees to pay the reasonable fees and costs of the Independent Counsel referred to above and to fully indemnify such Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Section 6 or its engagement pursuant hereto.

7. Remedies of Indemnitee; Legal Fees and Expenses .

(a) If (i) a determination is made pursuant to Section 6 that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely

made pursuant to Section 3 , (iii) no determination of entitlement to indemnification has been made pursuant to Section 6(b) within sixty (60) days after receipt by the Company of the request for indemnification, or (iv) payment of indemnification is not made within twenty (20) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 , Indemnitee shall be entitled to an adjudication in the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses. The Company shall not oppose Indemnitee’s right to seek any such adjudication.

(b) If a determination is made pursuant to Section 6(b) that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding, absent a prohibition of such indemnification under applicable law.

(c) If Indemnitee, pursuant to this Section 7 , seeks an interpretation or judicial adjudication of Indemnitee’s rights under, or to recover damages for breach of this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 1 ) actually and reasonably incurred by Indemnitee in such interpretation or judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such interpretation, indemnification, advancement of expenses or insurance recovery.

(d) The Company shall be precluded from asserting in any judicial proceeding that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.

8. Presumption of Entitlement . In making a determination of entitlement to indemnification under this Agreement pursuant to Section 6 , the person, persons or entity making such determination shall presume that indemnification is permissible unless clearly precluded by this Agreement or the applicable provisions of the DGCL.

9. No Presumptions as to Certain Termination Events of Proceeding . For purposes of this Agreement, the termination of a Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that Indemnitee did not meet the standard of conduct set forth in Section 145 of the DGCL.

10. Non-Exclusivity and Survival of Indemnification . The indemnification provided by this Agreement is not exclusive of any other rights to which Indemnitee may be entitled under the Company’s Certificate of Incorporation, any Bylaw, agreement, contract, vote of stockholders or Disinterested Directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in Indemnitee’s official capacity and as to action in another capacity while holding such office, it being the policy of the Company that indemnification of the Indemnitee is made to the fullest extent permitted by law. This Agreement, including the obligations for indemnification provided by this Agreement, shall continue as to a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such person. Except as required by

applicable law, the Company shall not adopt any amendment to the Company’s Certificate of Incorporation or Bylaws the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by Indemnitee in his or her Corporate Capacity prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the DGCL, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

11. Insurance . The Company will, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing some or all of the individuals serving in a Corporate Capacity with coverage for losses from wrongful acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. To the extent that the Company maintains an insurance policy or policies providing liability insurance for individuals serving in a Corporate Capacity, Indemnitee must be covered by such policy or policies in such manner as to provide Indemnitee the same rights and benefits as are accorded other individuals serving in substantially the same Corporate Capacity. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.

12. Subrogation . In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall, at the Company’s expense, execute all papers required and do all acts that are reasonably necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

13. No Duplication of Payment . The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

14. Defense of Claims and Selection of Counsel . The Company shall be entitled to participate in the defense of any Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Capacity or to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee, provided , however , if Indemnitee, concludes that (a) the use of counsel chosen by the Company to represent Indemnitee would likely present such counsel with an actual or potential conflict of interest and Indemnitee furnishes to the Company a written

opinion of counsel to such effect, (b) the named parties in the Proceeding include both Indemnitee and the Company and Indemnitee concludes that there may be one or more legal defenses available to Indemnitee that are different from or in addition to those available to the Company, and Indemnitee furnishes to the Company a written opinion of counsel to such effect, or (c) any such representation by counsel would be precluded under the applicable standards of conduct then prevailing, and Indemnitee furnishes to the Company a written opinion of counsel to such effect, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s prior written consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any Proceeding unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on all claims that are the subject matter of the Proceeding. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided , however , that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

15. Successors and Binding Agreement .

(a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and Indemnitee’s counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including any person or entity acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement).

(b) Indemnitee’s right to indemnification and advancement of Expenses pursuant to this Agreement shall continue regardless of the termination of Indemnitee’s Corporate Capacity, and this Agreement shall inure to the benefit of and be enforceable by Indemnitee’s personal or legal representatives, executors, administrators, spouses, heirs, assigns and other successors.

(c) This Agreement is personal in nature and neither of the parties hereto shall, without the prior written consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b) .

(d) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation, reorganization or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors, administrators and personal and legal representatives.

16. No Employment Rights . Nothing contained in this Agreement is intended to create in Indemnitee any right to continued employment.

17. Governing Law . The parties hereto agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware without application of the conflict of laws principles thereof. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the Delaware Court of Chancery for all purposes in connection with any action or proceeding that arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the Delaware Court of Chancery.

18. Enforcement . The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve in a Corporate Capacity, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving in such Corporate Capacity.

19. Amendments and Waivers . No modification of or amendment, alteration or supplement to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.

20. Notice By Indemnitee . Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter that may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation that it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay adversely effects the Company.

21. Notices . Any notice, demand, claim, request and other communication under this Agreement shall be in writing and shall be given (and shall be deemed to have been duly received if so given) by personal delivery, U.S. mail (registered or certified mail, postage prepaid, return receipt requested) or by any nationally recognized courier service, providing proof of delivery. All communications hereunder shall be delivered to the respective parties at the addresses set forth on the signature page hereto, or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

22. Counterparts . This Agreement may be executed in multiple original, PDF or facsimile counterparts, each of which shall be deemed an original, and all of which taken together shall be considered one and the same agreement.

23. Descriptive Headings . The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

24. Severability . Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

25. Entire Agreement . Without limiting any of the rights of Indemnitee described in Section 10 , this Agreement constitutes the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes any and all other prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof.

The parties hereto have executed this Agreement as of the day and year first above written.

	THE COMPANY :

	CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.


	By:
	Name:
	Title:

	Address: 121 South 17 th Street Mattoon, Illinois 61938 Attention: Corporate Secretary

	INDEMNITEE :


	Name:

	Address: