Exhibit 4.1

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JOINDER AGREEMENT

This JOINDER AGREEMENT, dated as of February 1, 2021 (this “Joinder”), to the Guaranty 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 Credit Agreement dated as of October 2, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, 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, certain Subsidiaries of the Borrower and the Administrative Agent have entered into the Guaranty Agreement referred to therein.

Each New Subsidiary is a Wholly Owned Domestic Subsidiary of the Borrower.  Pursuant to Section 5.16 of the Credit Agreement, each Person that becomes a Wholly Owned Domestic Subsidiary (other than an Excluded Subsidiary) will execute, among other documents, this Joinder in order to become a Guarantor under the Guaranty Agreement. It is a condition precedent to the obligation of the Lenders and the Issuing Banks 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 Joinder 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:

[Signature Pages Follow]

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

NEW SUBSIDIARIES:

Consolidated Communications of Florida Company

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

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Consolidated Communications of Colorado Company

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

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BORROWER:

CONSOLIDATED COMMUNICATIONS, INC., as Borrower

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

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ADMINISTRATIVE AGENT:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent

By: /s/ Paul Ingersoll​ ​​ ​​ ​​ ​
Name: Paul Ingersoll
Title: Director

Exhibit 4.2

SUPPLEMENT NO. 1 dated as of February 1, 2021 (this “Supplement”) to the SECURITY AGREEMENT dated as of October 2, 2020, among CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the “Borrower”), CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (“Holdings”), certain subsidiaries of the Borrower listed on Annex A thereto (each such Subsidiary and any other Subsidiary of the Borrower that may become a party thereto from time to time, a “Subsidiary Grantor”, the Subsidiary Grantors, Holdings and the Borrower are referred to collectively as the “Grantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.

A.Reference is made to the Credit Agreement dated as of October 2, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, the Borrower, the lenders or other financial institutions or entities from time to time parties thereto (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”), Swingline Lender and an Issuing Bank.  

B.Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement.​

C.The Grantors have entered into the Security Agreement in order to induce (a) the Administrative Agent, the Lenders and the Issuing Banks to enter into the Credit Agreement, (b) the Lenders and the Issuing Banks to make their respective Extensions of Credit and (c) one or more Secured Hedging Providers to enter into Hedging Agreements with the Borrower and/or the other Loan Parties and one or more Cash Management Banks to enter into Cash Management Agreements with the Borrower and/or the other Loan Parties.  

D.Subsection 9.13 of the Security Agreement provides that each Subsidiary of the Borrower that executes and delivers this Supplement shall become a Grantor, with the same force and effect as if originally named as a Grantor therein, for all purposes of the Security Agreement upon execution and delivery by such Subsidiary of an instrument in the form of this Supplement.  Each undersigned Subsidiary (each a “New Grantor”) is executing this Supplement in accordance with the requirements of the Security Agreement to become a Subsidiary Grantor under the Security Agreement in order to induce the Lenders and the Issuing Banks to make additional Extensions of Credit and as consideration for Extensions of Credit previously made.

Accordingly, the Collateral Agent and the New Grantors agree as follows:

SECTION 1.In accordance with subsection 9.13 of the Security Agreement, each New Grantor by its signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and each New Grantor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof.  In furtherance of the foregoing, each New Grantor, as security for the payment and performance in full of its Obligations, does hereby bargain, sell, convey, assign, set over, mortgage, pledge, hypothecate and transfer to the Collateral Agent for the benefit of the Secured Parties, and hereby grants to the Collateral Agent for the benefit of the Secured Parties, a Security Interest in all of the Collateral of such New Grantor, in each case whether now or hereafter existing or in which now has or hereafter acquires an interest.  Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor.  The Security Agreement is hereby incorporated herein by reference.

SECTION 2.Each New Grantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3.This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  A set of the copies of this Supplement signed by all the parties shall be lodged with the Collateral Agent.  This Supplement shall become effective as to each New Grantor when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such New Grantor and the Collateral Agent.

SECTION 4.Each New Grantor hereby represents and warrants that (a) set forth on Schedule I-A attached hereto is a true and correct schedule of the location of any and all Collateral of such New Grantor, (b) set forth on Schedule I-B hereto is (i) the exact legal name of such New Grantor, as such name appears in its respective certificate of incorporation or any other organizational document, (ii) the jurisdiction of formation of such New Grantor, (iii) the chief executive office of such New Grantor, (iv) the type of entity of such New Grantor, (v) the Federal Taxpayer Identification Number and organizational identification number, if any, of such New Grantor and (c) as of the date hereof (i) Schedule II hereto sets forth all of each New Grantor’s Copyright Licenses, (ii) Schedule III hereto sets forth, in proper form for filing with the United States Copyright Office, all of each New Grantor’s Copyrights (and all applications therefor), (iii) Schedule IV hereto sets forth all of each New Grantor’s Patent Licenses, (iv) Schedule V hereto sets forth, in proper form for filing with the United States Patent and Trademark Office, all of each New Grantor’s Patents (and all applications therefor), (v) Schedule VI hereto sets forth all of each New Grantor’s Trademark Licenses, (vi) Schedule VII hereto sets forth, in proper form for filing with the United States Patent and Trademark Office, all of each New Grantor’s Trademarks (and all applications therefor) and (vii) Schedule VIII hereto sets forth all Commercial Tort Claims of each New Grantor in excess of $10,000,000.

SECTION 5.Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.​

SECTION 6.THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7.Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8.All notices, requests and demands pursuant hereto shall be made in accordance with Section 9.01 of the Credit Agreement.  All communications and notices hereunder to each New Grantor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 9.01 to the Credit Agreement.

SECTION 9.Each New Grantor agrees to reimburse the Collateral Agent for its respective reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

[Signature Pages Follow]

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IN WITNESS WHEREOF, each New Grantor and the Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

Consolidated Communications of Florida Company

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

Consolidated Communications of Colorado Company

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

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent

By:​ ​/s/ Paul Ingersoll​ ​​ ​​ ​​ ​
Name: Paul Ingersoll
Title: Director

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Exhibit 4.3
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SUPPLEMENT NO. 1 dated as of February 1, 2021 (this “Supplement”) to the PLEDGE AGREEMENT dated as of October 2, 2020, among CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the “Borrower”), CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (“Holdings”), certain subsidiaries of the Borrower listed on Schedule 1 thereto (each such Subsidiary individually and any other Subsidiary of the Borrower that may become a party thereto from time to time, a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors, Holdings and the Borrower are referred to collectively as the “Pledgors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.

A.Reference is made to the Credit Agreement dated as of October 2, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, the Borrower, the lenders or other financial institutions or entities from time to time parties thereto (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”), Swingline Lender and an Issuing Bank.

B.Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Pledge Agreement.

C.The Pledgors have entered into the Pledge Agreement in order to induce (a) the Administrative Agent, the Lenders and the Issuing Banks to enter into the Credit Agreement, (b) the Lenders and the Issuing Banks to make their respective Extensions of Credit and (c) one or more Secured Hedging Providers to enter into Hedging Agreements with the Borrower and/or the other Loan Parties and one or more Cash Management Banks to enter into Cash Management Agreements with the Borrower and/or the other Loan Parties.

D.The undersigned Subsidiaries (each, an “Additional Pledgor”) are (a) the record owners of the Equity Interests described under Schedule 1 hereto and issued by the entities named therein (such pledged Equity Interests, together with any Equity Interests obtained in the future of the issuer of such Pledged Shares (the “After-acquired Additional Pledged Shares”), referred to collectively herein as the “Additional Pledged Shares”) and (b) the record owners of the Indebtedness (the “Additional Pledged Debt”) described under Schedule 1 hereto.

E.Section 23 of the Pledge Agreement provides that additional Subsidiaries may become Subsidiary Pledgors under the Pledge Agreement by execution and delivery of an instrument in the form of this Supplement.  Each of Consolidated Communications of Florida Company, a Florida corporation (“Florida Company”) and Consolidated Communications of Colorado Company, a Delaware corporation (“Colorado Company”) is executing this Supplement in accordance with the requirements of Section 23 of the Pledge Agreement to pledge to the Collateral Agent for the ratable benefit of the Secured Parties the Additional Pledged Shares and the Additional Pledged Debt and to become a Pledgor under the Pledge Agreement in order to induce the Lenders and the L/C Issuers to make additional Extensions of Credit and as consideration for Extensions of Credit previously made.  Each of the Borrower and St. Joe Communications, Inc., a Florida corporation (“St. Joe”) is executing this Supplement in accordance with the requirements of Section 9(b) of the Pledge Agreement to pledge to the Collateral Agent for the ratable benefit of the Secured Parties the Additional Pledged Shares and the Additional Pledged Debt in order to induce the Lenders and the L/C Issuers to make additional Extensions of Credit and as consideration for Extensions of Credit previously made.

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Accordingly, the Collateral Agent and each undersigned Additional Pledgor agree as follows:

SECTION 1.  As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of its Obligations, with respect to St. Joe and the Borrower, in accordance with Section 9(b) and, with respect to Florida Company and Colorado Company, in accordance with Section 23 of the Pledge Agreement, each Additional Pledgor by its signature hereby transfers, assigns and pledges to the Collateral Agent, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of such Additional Pledgor’s right, title and interest in the following, whether now owned or existing or hereafter acquired or existing (collectively, the “Additional Collateral”):

(a)the Additional Pledged Shares held by such Additional Pledgor and the certificates, if any, representing such Additional Pledged Shares and any interest of such Additional Pledgor in the entries on the books of the issuer of the Additional Pledged Shares and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Additional Pledged Shares;

(b)the Additional Pledged Debt and the instruments evidencing the Additional Pledged Debt owed to such Additional Pledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Additional Pledged Debt; and

(c)to the extent not covered by clauses (a) and (b) above, respectively, all proceeds of any or all of the foregoing Additional Collateral.  For purposes of this Supplement, the term “proceeds” includes whatever is receivable or received when Additional Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guarantee payable to any Additional Pledgor or the Collateral Agents from time to time with respect to any of the Additional Collateral.

Notwithstanding the foregoing, the Collateral shall not include any Excluded Assets (as defined in the Security Agreement).

For purposes of the Pledge Agreement, (x) the Collateral shall be deemed to include the Additional Collateral and (y) the After-acquired Shares shall be deemed to include the After-acquired Additional Pledge Shares.

SECTION 2.  Each of Florida Company and Colorado Company, by its signature below, becomes a Pledgor under the Pledge Agreement with the same force and effect as if originally named therein as a Pledgor and each Additional Pledgor hereby agrees to all the terms and provisions of the Pledge Agreement applicable to it as a Pledgor thereunder.  Each reference to a “Subsidiary Pledgor” or a “Pledgor” in the Pledge Agreement shall be deemed to include each Additional Pledgor.  The Pledge Agreement is hereby incorporated herein by reference.

SECTION 3.  Each Additional Pledgor represents and warrants as follows:

(a)Schedule 1 hereto (i) correctly represents as of the date hereof (A) the issuer, the certificate number, the Pledgor and the record owner, the number and class and the percentage of the issued and outstanding Equity Interests of such class of all Additional Pledged Shares and (B)

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the issuer, the initial principal amount, the Pledgor and holder, date of and maturity date of all Additional Pledged Debt and (ii) together with Schedule 2 to the Pledge Agreement and the comparable schedules to each other Supplement to the Pledge Agreement, includes all Equity Interests, debt securities and promissory notes required to be pledged under the Pledge Agreement.  

(b)Such Additional Pledgor is the record and beneficial owner of the Additional Collateral pledged or assigned by such Additional Pledgor hereunder free and clear of any Lien other than Permitted Liens, and such Additional Pledgor will make no assignment, pledge, hypothecation or transfer of (except as otherwise permitted by the Credit Agreement), or create or permit to exist any security interest in, or other Lien on, the Additional Collateral except for the Lien created by this Supplement and Permitted Liens.

(c)As of the date of this Supplement, the Additional Pledged Shares pledged by such Additional Pledgor hereunder have been duly authorized and validly issued and, in the case of Additional Pledged Shares issued by a corporation, are fully paid and non-assessable (except as such rights may arise under mandatory provisions of applicable statutory law that may not be waived or otherwise agreed and not as a result of any rights contained in any organizational document).

(d)The execution and delivery by such Additional Pledgor of this Supplement and the pledge of the Additional Collateral pledged by such Additional Pledgor hereunder pursuant hereto create a legal, valid and enforceable security interest in such Additional Collateral, subject to Permitted Liens, and, upon delivery of all certificated securities and instruments included in such Additional Collateral together with any undated stock powers, endorsements, or other necessary instruments of transfer or assignment, duly executed in blank to the Collateral Agent, shall constitute a valid and perfected Lien on and security interest in such Collateral in favor of the Collateral Agent for the ratable benefit of the Secured Parties to the extent a security interest in such Additional Collateral can be perfected by possession, except as enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and subject to general principles of equity.

(e)Such Additional Pledgor has full power, authority and legal right to pledge all the Additional Collateral pledged by such Additional Pledgor pursuant to this Supplement and this Supplement constitutes a legal, valid and binding obligation of each Additional Pledgor, enforceable in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and subject to general principles of equity.

SECTION 4.  This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  A set of the copies of this Supplement signed by all the parties shall be lodged with the Collateral Agent.  This Supplement shall become effective as to each Additional Pledgor when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such Additional Pledgor and the Collateral Agent.

SECTION 5.  Except as expressly supplemented hereby, the Pledge Agreement shall remain in full force and effect.

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SECTION 6.  THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7.  Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Pledge Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8.  All notices, requests and demands pursuant hereto shall be made in accordance with Section 16 of the Pledge Agreement.  All communications and notices hereunder to each Additional Pledgor shall be given to it in care of the Borrower at the Borrower’s address set forth in Schedule 9.01 to the Credit Agreement.

SECTION 9.  Each Additional Pledgor agrees to reimburse the Collateral Agent for its respective reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

[Signature pages follow]

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IN WITNESS WHEREOF, each Additional Pledgor and the Collateral Agent have duly executed this Supplement to the Pledge Agreement as of the day and year first above written.

ST. JOE COMMUNICATIONS, INC.

By: /s/ Steven L. Childers​ ​

Name: Steven L. Childers

Title: Chief Financial Officer and Treasurer

CONSOLIDATED COMMUNICATIONS, INC.

By: /s/ Steven L. Childers​ ​

Name: Steven L. Childers

Title: Chief Financial Officer and Treasurer

Consolidated Communications of Florida Company

By: /s/ Steven L. Childers​ ​

Name: Steven L. Childers

Title: Chief Financial Officer and Treasurer

Consolidated Communications of Colorado Company

By: /s/ Steven L. Childers​ ​

Name: Steven L. Childers

Title: Chief Financial Officer and Treasurer

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent

By: /s/ Paul Ingersoll​ ​

Name: Paul Ingersoll

Title: Director

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Exhibit 4.4

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FIRST SUPPLEMENTAL INDENTURE

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First Supplemental Indenture (this “Supplemental Indenture”), dated as of February 1, 2021, among Consolidated Communications of Florida Company, a Florida corporation, and Consolidated Communications of Colorado Company, a Delaware corporation (collectively, the Guaranteeing Subsidiaries”), each of which is a subsidiary of Consolidated Communications, Inc., an Illinois corporation (or its permitted successor) (the “Company”), the Company and Wells Fargo Bank, National Association, a national banking association (or its permitted successor), as trustee and notes collateral agent under the Indenture referred to below (the “Trustee”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture.

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W I T N E S E T H

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WHEREAS, the Company and the other Guarantors party thereto have heretofore executed and delivered an Indenture, dated as of October 2, 2020 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), providing for the issuance by the Company of its 6.500% Senior Secured Notes due 2028 (the “Notes”);

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WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall, subject to Article 10 of the Indenture, unconditionally guarantee the Notes on the terms and conditions set forth therein (the “Note Guarantee”); and

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

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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 Guaranteeing Subsidiaries and the Trustee mutually covenant and agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders as follows:

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ARTICLE 1

DEFINITIONS

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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.

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ARTICLE 2

AGREEMENT TO GUARANTEE

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Section 2.1 Agreement to be Bound. Each Guaranteeing Subsidiary 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.

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Section 2.2 Guarantee. Each Guaranteeing Subsidiary agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Guaranteed Obligations pursuant to Article 10 of the Indenture on a senior basis.

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ARTICLE 3

MISCELLANEOUS

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Section 3.1 Execution and Delivery. Each Guaranteeing Subsidiary 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.

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Section 3.2 Benefits Acknowledged. Each Guaranteeing Subsidiary’s Note Guarantee is subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary 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.

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Section 3.3 Ratification of Indenture; Supplemental Indentures 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.

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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.

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Section 3.5 Guaranteeing Subsidiary May Consolidate, Etc., on Certain Terms. Each Guaranteeing Subsidiary 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.

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

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Section 3.7 No Recourse Against Others. Pursuant to Section 13.07 of the Indenture, no director, officer, employee, incorporator or stockholder of a Guaranteeing Subsidiary shall have any liability for any obligations of a Guaranteeing Subsidiary 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.

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

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Section 3.9 Waiver of Jury Trial. EACH GUARANTEEING SUBSIDIARY 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

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NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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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.

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

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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 a Guaranteeing Subsidiary and the Company.

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[SIGNATURE PAGE FOLLOWS]

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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.

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Consolidated Communications of Florida Company

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By: /s/ Steven L. Childers​ ​​ ​​ ​​ ​

Name: Steven L. Childers

Title: Chief Financial Officer and Treasurer

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Consolidated Communications of colorado Company

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By: /s/ Steven L. Childers​ ​​ ​​ ​​ ​

Name: Steven L. Childers

Title: Chief Financial Officer and Treasurer

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CONSOLIDATED COMMUNICATIONS, INC.

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By: /s/ Steven L. Childers​ ​​ ​​ ​​ ​

Name: Steven L. Childers

Title: Chief Financial Officer and Treasurer

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WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent

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By: /s/ Alexander Pabon​ ​​ ​​ ​​ ​

Name: Alexander Pabon

Title: Assistant Vice President

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