UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): August 4, 2017

 

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

 

 

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

 

Not Applicable

(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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [    ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [    ]



 

 
 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On July 3, 2017, Consolidated Communications Holdings, Inc. (the “Company”) acquired FairPoint Communications, Inc. (“FairPoint”) pursuant to a merger transaction.

 

As a result of that acquisition, under the Third Amended and Restated Credit Agreement, dated as of October 5, 2016, as amended, among the Company, Consolidated Communications, Inc., a wholly-owned subsidiary of the Company (“CCI”), the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and other agents party thereto (the “Credit Agreement”), certain of the FairPoint subsidiaries that the Company acquired through the merger transaction (the “FairPoint Guarantors”) were required to guarantee certain obligations under the Credit Agreement and to pledge as collateral, and grant liens on and security interests in, all assets and property, whether now owned or existing or hereafter acquired or arising, of such FairPoint Guarantors as provided for in or contemplated by the Credit Agreement. As of July 3, 2017, certain FairPoint Guarantors became parties to the Collateral Agreement (as defined in the Credit Agreement) and the Guaranty Agreement (as defined in the Credit Agreement) by executing a Joinder Agreement dated as of July 3, 2017, which was filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on July 7, 2017.

 

On August 4, 2017, each of the FairPoint subsidiaries that the Company acquired through the merger transaction that are incorporated under the laws of the State of Maine (the “FairPoint Maine Guarantors”) became parties to the Collateral Agreement (as defined in the Credit Agreement) and the Guaranty Agreement (as defined in the Credit Agreement) by executing a Joinder Agreement dated as of August 4, 2017. The Joinder Agreement is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

 

In addition, as a result of the FairPoint Maine Guarantors becoming guarantors under the Credit Agreement, each FairPoint Maine Guarantor was also required to guarantee $500,000,000 aggregate principal amount of 6.50% Senior Notes due 2022 of CCI issued pursuant to that certain indenture dated as of September 18, 2014 (as supplemented, the “Indenture”), by and among CCI, the Guarantors named therein, and Wells Fargo Bank, National Association, as trustee (the “Trustee”), by entering into a Sixth Supplemental Indenture with the Trustee, dated as of August 4, 2017.  For a description of the Indenture, see the Current Reports on Form 8-K filed by the Company with the SEC on September 24, 2014, October 22, 2014, November 14, 2014, June 11, 2015, January 5, 2016 and July 7, 2017, which are incorporated herein by reference. The Sixth Supplemental Indenture is filed as Exhibit 4.2 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

 

 
 

 

Item 9.01. Financial Statements and Exhibits.

 

(d)  Exhibits .

 

Exhibit No. Description
   
4.1* Joinder Agreement, dated as of August 4, 2017, among Consolidated Communications, Inc., the subsidiaries of Consolidated Communications Holdings, Inc. party thereto and Wells Fargo Bank, National Association, as Administrative Agent for the Lenders under the Credit Agreement
   
4.2 Sixth Supplemental Indenture, dated as of August 4, 2017, among Consolidated Communications Holdings, Inc., Consolidated Communications, Inc., the subsidiaries of Consolidated Communications Holdings, Inc. party thereto and Wells Fargo Bank, National Association, as Trustee

 

* Schedules and other attachments are omitted. The Company agrees to furnish supplementally a copy of any schedule or other attachment to the Securities and Exchange Commission upon request.

 

 

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: August 8, 2017      
  Consolidated Communications Holdings, Inc.
       
  By: /s/ Steven L. Childers  
    Name: Steven L. Childers  
    Title: Chief Financial Officer  

 

 

 
 

 

EXHIBIT INDEX

 

 

Exhibit No. Description
   
4.1* Joinder Agreement, dated as of August 4, 2017, among Consolidated Communications, Inc., the subsidiaries of Consolidated Communications Holdings, Inc. party thereto and Wells Fargo Bank, National Association, as Administrative Agent for the Lenders under the Credit Agreement
   
4.2 Sixth Supplemental Indenture, dated as of August 4, 2017, among Consolidated Communications Holdings, Inc., Consolidated Communications, Inc., the subsidiaries of Consolidated Communications Holdings, Inc. party thereto and Wells Fargo Bank, National Association, as Trustee

 

* Schedules and other attachments are omitted. The Company agrees to furnish supplementally a copy of any schedule or other attachment to the Securities and Exchange Commission upon request.

 

Exhibit 4.1

 

Execution Version

 

 

JOINDER AGREEMENT

 

THIS JOINDER AGREEMENT, dated as of August 4, 2017 (the “ Agreement ”), to the Guaranty Agreement and the Collateral Agreement referred to below is entered into by and among CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the “ Borrower ”), each entity party hereto as a New Subsidiary (each a “ New Subsidiary ” and collectively, the “ New Subsidiaries ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders (the “ Administrative Agent ”) under the Credit Agreement referred to below.

 

Statement of Purpose

 

Reference is hereby made to that certain Third Amended and Restated Credit Agreement dated as of October 5, 2016 (as amended, restated, supplemented or otherwise modified, the “ Credit Agreement ”) among the Borrower, Consolidated Communications Holdings, Inc., a Delaware corporation (“ Holdings ”), the Lenders who are or may become party thereto (the “ Lenders ”) and the Administrative Agent. In connection with the Credit Agreement, Holdings, the Borrower and certain of their respective Subsidiaries have entered into the Collateral Agreement referred to therein and certain Subsidiaries of Holdings have entered into the Guaranty Agreement referred to therein.

 

On July 3, 2017, each New Subsidiary became a Domestic Subsidiary of the Borrower. Pursuant to Section 5.16 of the Credit Agreement, (a) each New Subsidiary will execute, among other documents, this Agreement in order (i) to become a Guarantor under the Guaranty Agreement and (ii) to become a Grantor and an Issuer, as applicable, under the Collateral Agreement and (b) the Borrower, as Grantor under the Collateral Agreement and owner of the Equity Interests of each New Subsidiary, will execute, among other documents, this Agreement, in order to confirm and reaffirm its pledge of one hundred percent (100%) of the Equity Interests of each New Subsidiary. It is a condition precedent to the obligation of the Lenders to continue to make their respective extensions of credit to the Borrower under the Credit Agreement that the New Subsidiaries shall have executed and delivered this Agreement to the Administrative Agent, for the ratable benefit of the Secured Parties.

 

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereto hereby agree as follows:

 

Section 1.                  Guaranty Agreement Supplement .

 

(a)                 Each New Subsidiary hereby agrees that by execution of this Agreement it is a Guarantor under the Guaranty Agreement as if a signatory thereof on the Effective Date, and each New Subsidiary (i) shall comply with, and be subject to, and have the benefit of, all of the terms, conditions, covenants, agreements and obligations set forth in the Guaranty Agreement and (ii) hereby makes each representation and warranty set forth in the Guaranty Agreement.

 

(b)                The Borrower and each New Subsidiary hereby agree that each reference to a “Guarantor” or the “Guarantors” in the Credit Agreement, the Guaranty Agreement and the other Loan Documents shall include each New Subsidiary, and each reference to the “Guaranty Agreement” or “Guaranty” as used therein shall mean the Guaranty Agreement as supplemented hereby.

 

 
 

 

Section 2.                  Collateral Agreement Supplement .

 

(a)                 Joinder to the Collateral Agreement .

 

(i)                       The Borrower and each New Subsidiary hereby agree that by execution of this Agreement, each New Subsidiary is a party to the Collateral Agreement as if a signatory thereof as a Grantor and as an Issuer on the Effective Date, and each New Subsidiary shall (A) comply with, and be subject to, and have the benefit of, all of the terms, covenants, conditions, agreements and obligations set forth in the Collateral Agreement and (B) hereby makes each representation and warranty set forth in the Collateral Agreement (subject to the information set forth on the schedules delivered pursuant to clause (d) below). The Borrower and each New Subsidiary hereby agree that each reference to a “Grantor”, the “Grantors”, an “Issuer” or the “Issuers” in the Collateral Agreement and the other Loan Documents shall include each New Subsidiary.

 

(ii)                       In order to secure the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations in accordance with the terms of the Credit Agreement and the other Loan Documents, (A) each New Subsidiary hereby grants, pledges and collaterally assigns to the Administrative Agent, for the ratable benefit of itself and the Lenders, a security interest in and to all of such New Subsidiary’s right, title and interest in and to all Collateral whether now or at any time hereafter acquired by such New Subsidiary or in which such New Subsidiary now has or at any time in the future may acquire any right, title or interest, and wherever located or deemed located (collectively, the “ New Collateral ”) and (B) the Borrower hereby confirms and reaffirms that the Collateral of the Borrower includes one hundred percent (100%) of the Equity Interests owned by the Borrower in each New Subsidiary (collectively, the “ Additional Investment Property ”).

 

(iii)                       The Borrower and each New Subsidiary hereby agree that “Collateral” as used in the Collateral Agreement and the Credit Agreement shall include all New Collateral and all Additional Investment Property pledged pursuant hereto, “Investment Property” and “Partnership/LLC Interests”, as applicable, as used therein shall include the Additional Investment Property pledged pursuant hereto and “Collateral Agreement” or “Agreement” as used therein shall mean the Collateral Agreement as supplemented hereby.

 

(b)                Filing Information and Perfection . The Borrower and each New Subsidiary shall deliver to the Administrative Agent such certificates and other documents (including, without limitation, UCC-1 financing statements, unit certificates and unit powers, as applicable) and take such action as the Administrative Agent shall reasonably request in order to effectuate the terms hereof and the Collateral Agreement.

 

(c)                 Acknowledgement and Consent . Each New Subsidiary hereby acknowledges receipt of a copy of the Collateral Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party and agrees for the benefit of the Administrative Agent and the Lenders to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it.

 

(d)                Schedules to the Credit Agreement and the Collateral Agreement . Attached hereto as Annex A is all information required to be provided on Schedules 1.01(a) , 3.09 , 3.10(b) and 3.20(d) to the Credit Agreement and each of the Schedules to the Collateral Agreement, as applicable, setting forth all information required to be provided therein with respect to each New Subsidiary.

 

Section 3.                  Effectiveness . This Agreement shall become effective upon receipt by the Administrative Agent of an originally executed counterpart hereof by the Administrative Agent, the Borrower and each New Subsidiary.

 

  2  
 

 

Section 4.                  General Provisions .

 

(a)                 Limited Effect . Except as expressly provided herein, the Credit Agreement and each other Loan Document shall continue to be, and shall remain, in full force and effect. This Agreement shall not be deemed (i) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document or (ii) to prejudice any right or rights which the Administrative Agent or any Lender may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended or modified from time to time. References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, and “hereof”) and in any Loan Document to the “Credit Agreement” shall be deemed to be references to the Credit Agreement as modified hereby.

 

(b)                Costs and Expenses . The Borrower and each other Loan Party, jointly and severally, shall pay or reimburse the Administrative Agent for all of its out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Agreement including, without limitation, the reasonable fees and disbursements of counsel.

 

(c)                 Counterparts . This Agreement may be executed in any number of counterparts and by different parties hereto in different counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which when taken together shall constitute one and the same agreement.

 

(d)                Definitions . The following capitalized terms used and not defined herein shall have the meanings given thereto in the Collateral Agreement: “Grantor”, “Investment Property”, “Issuer”, “Partnership/LLC Interest” and “Security Interest”. All other capitalized terms used and not defined herein shall have the meanings given thereto in the Credit Agreement or the applicable Loan Document referred to therein.

 

(e)                 GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

 

(f)                 Electronic Transmission . A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.

 

[Signature Pages Follow]

 

 

 

 

 

  3  
 

 

IN WITNESS WHEREOF the undersigned hereby cause this Agreement to be executed and delivered as of the date first above written.

 

  NEW SUBSIDIARIES:  
       
  NORTHLAND TELEPHONE COMPANY OF MAINE, INC., as a Guarantor, Grantor and Issuer
       
  By: /s/ Steven L. Childers  
  Name:  Steven L. Childers  
  Title:  Chief Financial Officer, Assistant Secretary and Treasurer
       
  COMMUNITY SERVICE TELEPHONE CO., as a Guarantor, Grantor and Issuer
       
  By: /s/ Steven L. Childers  
  Name:  Steven L. Childers  
  Title:  Chief Financial Officer, Assistant Secretary and Treasurer
       
  SIDNEY TELEPHONE COMPANY, as a Guarantor, Grantor and Issuer
       
  By: /s/ Steven L. Childers  
  Name:  Steven L. Childers  
  Title:  Chief Financial Officer, Assistant Secretary and Treasurer
       
  UTILITIES, INC., as a Guarantor, Grantor and Issuer
       
  By: /s/ Steven L. Childers  
  Name:  Steven L. Childers  
  Title:  Chief Financial Officer, Assistant Secretary and Treasurer
       
  CHINA TELEPHONE COMPANY, as a Guarantor, Grantor and Issuer
       
  By: /s/ Steven L. Childers  
  Name:  Steven L. Childers  
  Title:  Chief Financial Officer, Assistant Secretary and Treasurer
       
  MAINE TELEPHONE COMPANY, as a Guarantor, Grantor and Issuer
       
  By: /s/ Steven L. Childers  
  Name:  Steven L. Childers  
  Title:  Chief Financial Officer, Assistant Secretary and Treasurer

 

 

Joinder Agreement
FairPoint

Signature Page

 
 

 

  STANDISH TELEPHONE COMPANY, as a Guarantor, Grantor and Issuer
       
  By:  /s/ Steven L. Childers  
  Name:  Steven L. Childers  
  Title:  Chief Financial Officer, Assistant Secretary and Treasurer
       
  UI LONG DISTANCE, INC., as a Guarantor, Grantor and Issuer
       
  By:  /s/ Steven L. Childers  
  Name:  Steven L. Childers  
  Title:  Chief Financial Officer, Assistant Secretary and Treasurer  
       
  COMMUNICATION TECHNOLOGIES, INC., as a Guarantor, Grantor and Issuer
       
  By:  /s/ Steven L. Childers  
  Name:  Steven L. Childers  
  Title:  Chief Financial Officer, Assistant Secretary and Treasurer

 

 

 

 

 

 

 

 

 

 

 

Joinder Agreement
FairPoint

Signature Page

 
 

 

  BORROWER:  
       
  CONSOLIDATED COMMUNICATIONS, INC., as Borrower and Grantor
       
  By: /s/ Steven L. Childers  
  Name:  Steven L. Childers  
  Title:  Chief Financial Officer, Assistant Secretary and Treasurer

 

 

 

 

 

 

 

 

 

 

Joinder Agreement
FairPoint

Signature Page

 
 

 

  ADMINISTRATIVE AGENT:
       
  WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
       
  By:  /s/ Kieran Mahon  
  Name: Kieran Mahon  
  Title: Director  

 

 

 

 

 

 

 

 

 

 

 

 

 

Joinder Agreement
FairPoint

Signature Page

 

 

Exhibit 4.2

 

SIXTH SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), dated as of August 4, 2017, among Consolidated Communications, Inc., an Illinois corporation (as successor to Consolidated Communications Finance II Co., the “ Company ”), the Guarantors listed on the signature page hereto which is a subsidiary of the Company (the “ New Guarantors ”), and Wells Fargo Bank, National Association, a national banking association (or its permitted successor), as trustee under the Indenture referred to below (the “ Trustee ”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture.

 

W I T N E S S E T H

 

WHEREAS, the Company and the other Guarantors party thereto have heretofore executed and delivered an Indenture, dated as of September 18, 2014, as amended by a First Supplemental Indenture,

dated as of October 16, 2014, a Second Supplemental Indenture, dated as of November 14, 2014, a Third Supplemental Indenture, dated as of June 8, 2015, a Fourth Supplemental Indenture, dated as of January 1, 2016, and a Fifth Supplemental Indenture, dated as of July 3, 2017 (as amended, supplemented or otherwise modified from time to time, the “ Indenture ”), providing for the issuance by the Company of its 6.50% Senior Notes due 2022 (the “ Notes ”);

 

WHEREAS, the Indenture provides that under certain circumstances a new Guarantor of the Company, including the New Guarantors, shall execute and deliver to the Trustee a supplemental indenture pursuant to which such New Guarantors shall, subject to Article 10 of the Indenture, unconditionally guarantee the Notes on the terms and conditions set forth therein (the “ Note Guarantee ”);

 

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture;

 

WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by resolutions of the boards of directors or equivalent managing bodies of the Company and the New Guarantors; and

 

WHEREAS, all conditions precedent and requirements necessary to make this Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been complied with, performed and fulfilled, and the execution and delivery hereof has been in all respects duly authorized.

 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company, the New Guarantors and the Trustee mutually covenant and agree for the benefit of each other and for the equal and ratable benefit of the Holders as follows:

 

ARTICLE 1

DEFINITIONS

 

Section 1.1 Defined Terms . As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

 

  1  
 

 

ARTICLE 2

AGREEMENT TO GUARANTEE

 

Section 2.1 Agreement to be Bound . Each New Guarantor hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.

 

Section 2.2 Guarantee . Each New Guarantor agrees, on a joint and several basis with all of the existing Guarantors and the other New Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder and the Trustee, the Company’s obligations under the Indenture and the Notes on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture applicable to “Guarantors.”

 

ARTICLE 3

MISCELLANEOUS

 

Section 3.1 Execution and Delivery . This Supplemental Indenture shall be effective upon execution by the parties hereto. The Company hereby represents, warrants, and certifies to the Trustee that the execution of this Supplemental Indenture is authorized and permitted by the Indenture, and constitutes the legal, valid and binding obligation of the Company and the New Guarantors enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. Each New Guarantor agrees that the Note Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the Note Guarantee.

 

Section 3.2 Benefits Acknowledged . Each New Guarantor’s Note Guarantee is subject to the terms and conditions set forth in the Indenture. Each New Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to its Note Guarantee and this Supplemental Indenture are knowingly made in contemplation of such benefits.

 

Section 3.3 Ratification of Indenture; Supplemental Indenture Part of Indenture . Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

 

Section 3.4 Severability . In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

 

Section 3.5 New Guarantors May Consolidate, Etc., on Certain Terms . Each New Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into, any Person other than as set forth in Section 10.04 of the Indenture.

 

Section 3.6 Release . Each New Guarantor’s Note Guarantee shall be released as set forth in Section 10.05 of the Indenture.

 

  2  
 

 

Section 3.7 No Recourse Against Others . Pursuant to Section 12.07 of the Indenture, no director, officer, employee, incorporator or stockholder of any New Guarantor shall have any liability for any obligations of such New Guarantor under the Notes, the Indenture, this Supplemental Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. This waiver and release are part of the consideration for the Note Guarantee.

 

Section 3.8 Governing Law . THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

 

Section 3.9 Waiver of Jury Trial . EACH OF THE COMPANY AND EACH GUARANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 

Section 3.10 Counterparts . The parties may sign any number of copies of this Supplemental Indenture (including by electronic transmission). Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

 

Section 3.11 Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.

 

Section 3.12 Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New Guarantors and the Company. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee, including its right to be compensated, reimbursed and indemnified, whether or not elsewhere herein so provided. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture, all of which recitals are made solely by the Company and the New Guarantors. The Company hereby confirms to the Trustee that this Supplemental Indenture has not resulted in a material modification of the Notes for Foreign Accounting Tax Compliance Act (“ FATCA ”) purposes. The Company shall give the Trustee prompt written notice of any material modification of the Notes deemed to occur for FATCA purposes. The Trustee shall assume that no material modification for FATCA purposes has occurred regarding the Notes, unless the Trustee receives written notice of such modification from the Company.

 

[SIGNATURE PAGE FOLLOW]

 

 

 

 

  3  
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

 

COMPANY :   NEW GUARANTORS :  
           
CONSOLIDATED COMMUNICATIONS, INC.   China Telephone Company, as Guarantor
      Communication Technologies, Inc., as Guarantor
      Community Service Telephone Co., as Guarantor
      Maine Telephone Company, as Guarantor
By:   /s/ Steven L. Childers    Northland Telephone Company of Maine, Inc., as Guarantor
Name:   Steven L. Childers   Sidney Telephone Company, as Guarantor
Title:   Chief Financial Officer   Standish Telephone Company, as Guarantor
      UI Long Distance, Inc., as Guarantor
      Utilities, Inc., as Guarantor
           
           
      By: /s/ Steven L. Childers   
      Name: Steven L. Childers  
      Title: Chief Financial Officer  

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Sixth Supplemental Indenture]

 
 

 

TRUSTEE :

 

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

 

 

By:  /s/ Alexander Pabon  
Name:  Alexander Pabon  
Title:  Assistant Vice President  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Sixth Supplemental Indenture]