Amendment No. 1 to Second Amended and Restated Credit Agreement among Consolidated Communications Entities and Lenders

Summary

This amendment, dated April 22, 2005, modifies the Second Amended and Restated Credit Agreement between Consolidated Communications Illinois Holdings, Inc., Consolidated Communications, Inc., Consolidated Communications Acquisition Texas, Inc., and their lenders, with Citicorp North America, Inc. as administrative agent. The amendment extends certain deadlines for loan repayments and the effective date of the restated agreement to June 30, 2005. It also defers required prepayments from excess cash flow until that date, provided the restated agreement has not become effective earlier. All other terms of the original agreements remain unchanged.

EX-10.2 5 y69344a4exv10w2.txt EX-10.2: AMENDMENT NO. 1 TO SECOND AMENDED/RESTATED CREDIT AGREEMENT Exhibit 10.2 AMENDMENT NO. 1, dated as of April 22, 2005 (this "Amendment"), to the Second Amended and Restated Credit Agreement dated as of February 23, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, the "Restated Credit Agreement"), among CONSOLIDATED COMMUNICATIONS ILLINOIS HOLDINGS, INC. (to be renamed Consolidated Communications Holdings, Inc. following consummation of the Mergers) ("Holdings"), CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the "CCI Borrower"), CONSOLIDATED COMMUNICATIONS ACQUISITION TEXAS, INC., a Delaware corporation (the "TXU Borrower" and together with the CCI Borrower, the "Borrowers"), the financial institutions holding Loans or Commitments hereunder from time to time and the financial institutions which have become Term D Lenders (the "Lenders"), CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, the "Administrative Agent") for the Lenders, COBANK, ACB, as documentation agent (in such capacity, the "Documentation Agent"), CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch ("CSFB"), and DEUTSCHE BANK SECURITIES INC., as co-syndication agents (in such capacity, the "Co-Syndication Agents"), and CSFB and CITIGROUP GLOBAL MARKETS INC. ("CGMI"), as joint lead arrangers and joint bookrunners (in such capacity, the "Joint Lead Arrangers") and WAIVER under the Existing Credit Agreement (as defined below). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Restated Credit Agreement (as amended hereby). WHEREAS, Holdings and the Borrowers are parties to that certain Credit Agreement, dated as of April 14, 2004, as amended and restated as of October 22, 2004, and as further amended by the Consent (as defined below) (the "Existing Credit Agreement") by and among Homebase Acquisition, LLC ("Homebase"), a Delaware limited liability company, Consolidated Communications Texas Holdings, Inc. ("CCTH"), a Delaware corporation, Holdings, the Borrowers, the lenders party thereto, the Administrative Agent, the Documentation Agent, the Co-Syndication Agents and the Arrangers; WHEREAS, pursuant to the Consent agreement (the "Consent"), effective as of February 23, 2005, among the Administrative Agent and the lenders parties thereto, the Requisite Lenders under the Existing Credit Agreement have consented to the Restated Credit Agreement; WHEREAS, pursuant to the Consent, the Requisite Lenders under the Existing Credit Agreement have previously consented to the postponement of the required repayment of Loans from Excess Cash Flow (as defined in the Existing Credit Agreement) pursuant to Section 2.05(c)(v) of the Existing Credit Agreement until April 30, 2005; WHEREAS, the Borrowers desire to postpone the deadline for the occurrence of the Restatement Effective Date contained in Section 4.01 of the Restated Credit Agreement and Section 2 of the Consent; WHEREAS, the Borrowers have requested, that in the event that the Restatement Effective Date has not occurred on or prior to April 29, 2005, that the Borrowers' obligations to repay Loans from Excess Cash Flow pursuant to Section 2.05(c)(v) of the Existing Credit Agreement be deferred until June 30, 2005; and -2- WHEREAS, Section 9.08(b) of each of the Existing Credit Agreement and the Restated Credit Agreement provides that the applicable Borrowers may, with the consent of the Requisite Lenders (as defined in each such credit agreement), amend the Existing Credit Agreement, the Restated Credit Agreement and the Loan Documents (as defined in each such credit agreement); NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: Section 1. AMENDMENTS. The Restated Credit Agreement is hereby amended effective as of the date hereof by deleting the reference to "April 29, 2005" in Section 4.01 of the Restated Credit Agreement and Section 2 of the Consent and replacing each such reference with "June 30, 2005". Section 2. DELAY OF EXCESS CASH FLOW SWEEP. The requirement in the Existing Credit Agreement (as amended by the Consent) that the prepayment from Excess Cash Flow pursuant to Section 2.05(c)(v) of the Existing Credit Agreement be made on or prior to April 30, 2005 is hereby waived; provided that such prepayment shall be required to be made on June 30, 2005 in the event that the Restatement Effective Date has not occurred prior to such date (it being understood that no Excess Cash flow prepayment is required under the terms of the Restated Credit Agreement, so that in the event the Restated Credit Agreement becomes effective on or before June 30, 2005, no such prepayment shall be required). Section 3. EFFECTIVENESS. This Amendment will become effective upon receipt by the Administrative Agent of executed signature pages hereto from the Requisite Lenders under and as defined in the Existing Credit Agreement and the Requisite Lenders under and as defined in the Restated Credit Agreement and each of the other parties listed on the signature pages hereto. Section 4. COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. Section 5. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Section 6. HEADINGS. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. -3- Section 7. EFFECT OF AMENDMENT. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or the Restated Credit Agreement or any other provision of either such agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. [REMAINDER OF PAGE INTENTIONALLY BLANK] IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 and Waiver to be duly executed by their respective authorized officers as of the day and year first above written. CONSOLIDATED COMMUNICATIONS ACQUISITION TEXAS, INC., as Co-Borrower By: /s/ Steven L. Childers ------------------------------------- Name: Steven L. Childers Title: Chief Financial Officer CONSOLIDATED COMMUNICATIONS, INC., as Co-Borrower By: /s/ Steven L. Childers ------------------------------------- Name: Steven L. Childers Title: Chief Financial Officer CONSOLIDATED COMMUNICATIONS ILLINOIS HOLDINGS, INC. By: /s/ Steven L. Childers ------------------------------------- Name: Steven L. Childers Title: Chief Financial Officer CITICORP NORTH AMERICA, INC., as Administrative Agent By: /s/ Caesar W. Wyszomirksi ------------------------------------- Name: Caesar W. Wyszomirksi Title: Vice President STANFIELD CARRERA CLO, LTD. as a Lender By: Stanfield Capital Partners LLC as its Asset Manager By: /s/ Christopher E. Jansen ------------------------------------- Name: Christopher E. Jansen Title: Managing Partner XL RE LTD. as a Lender By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Christopher E. Jansen ------------------------------------- Name: Christopher E. Jansen Title: Managing Partner STANFIELD QUATTRO CLO, LTD. as a Lender By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Christopher E. Jansen ------------------------------------- Name: Christopher E. Jansen Title: Managing Partner STANFIELD ARBITRAGE CDO, LTD. as a Lender By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Christopher E. Jansen ------------------------------------- Name: Christopher E. Jansen Title: Managing Partner HAMILTON CDO, LTD. as a Lender By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Christopher E. Jansen ------------------------------------- Name: Christopher E. Jansen Title: Managing Partner STANFIELD CARRERA CLO, LTD. as a Lender By: Stanfield Capital Partners LLC as its Asset Manager By: /s/ Christopher E. Jansen ------------------------------------- Name: Christopher E. Jansen Title: Managing Partner WINDSOR LOAN FUNDING, LIMITED as a Lender By: Stanfield Capital Partners LLC as its Investment Manager By: /s/ Christopher E. Jansen ------------------------------------- Name: Christopher E. Jansen Title: Managing Partner DRYDEN LEVERAGED LOAN CDO 2002-IL as a Lender By: Prudential Investment Management Inc. as Collateral Manager By: /s/ Martha Tuttle ------------------------------------- Name: Martha Tuttle Title: Principal LOAN FUNDING V, LLC as a Lender By: Prudential Investment Management Inc. as Portfolio Manager By: /s/ Martha Tuttle ------------------------------------- Name: Martha Tuttle Title: Principal DRYDEN IV LEVERAGED LOAN CDO 2003 as a Lender By: Prudential Investment Management Inc. as Collateral Manager By: /s/ Martha Tuttle ------------------------------------- Name: Martha Tuttle Title: Principal FC CBO IV, LIMITED as a Lender By: Prudential Investment Management Inc. as Collateral Manager By: /s/ Martha Tuttle ------------------------------------- Name: Martha Tuttle Title: Principal COBANK ACB as a Lender By: /s/ Ted Koerner ------------------------------------- Name: Ted Koerner Title: Vice President SENIOR DEBT PORTFOLIO as a Lender By: Boston Management and Research as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE SENIOR INCOME TRUST as a Lender By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE INSTITUTIONAL SENIOR LOAN as a Lender By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE CDO III, LTD. as a Lender By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------------------ Name: Michael B. Botthof Title: Vice President CONSTANTINUS EATON VANCE CDO V, LTD. as a Lender By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE CDO VI LTD. as a Lender By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof ----------------------------------------------- Name: Michael B. Botthof Title: Vice President GRAYSON &CO as a Lender By: Boston Management and Research as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------------------ Name: Michael B. Botthof Title: Vice President BIG SKY SENIOR LOAN FUND, LTD. as a Lender By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------------------ Name: Michael B. Botthof Title: Vice President BIG SKY III SENIOR LOAN TRUST as a Lender By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE VT FLOATING-RATE INCOME FUND as a Lender By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------------- Name: Michael B. Botthof Title: Vice President BIG SKY SENIOR LOAN FUND, LTD. as a Lender By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------------- Name: Michael B. Botthof Title: Vice President EMERALD ORCHARD LIMITED as a Lender By: /s/ Denton Robinson ------------------------------------------- Name: Denton Robinson Title: Loans Officer KZH SOLEIL LLC as a Lender By: /s/ Dorian Herrera ------------------------------------------- Name: Dorian Herrera Title: Authorized Agent KZH SOLEIL-2 LLC as a Lender By: /s/ Dorian Herrera ------------------------------------------- Name: Dorian Herrera Title: Authorized Agent CITIBANK, N.A. as a Lender By: /s/ David E. Graber ------------------------------------------- Name: David E. Graber Title: Attorney-in-Fact BLUE SQUARE FUNDING LIMITED SERIES 3 as a Lender By: /s/ Alice L. Wagner ---------------------------------- Name: Alice L. Wagner Title: Vice President PPM SHADOW CREEK FUNDING LLC as a Lender By: /s/ Meredith J. Koslick ---------------------------------- Name: Meredith J. Koslick Title: Assistant Vice President CANYON CAPITAL CLO 2204-1 LTD. as a Lender By: Canyon Capital Advisors LLC, a Delaware limited liability company, its Collateral Manager By: /s/ R. Christian B. Evensen ---------------------------------- Name: R. Christian B. Evensen Title: Managing Director HIGHLAND FLOATING RATE ADVANTAGE FUND as a Lender By: Highland Capital Management, L.P., its Investment Advisor By: /s/ Todd A. Travers ----------------------------------- Name: Todd A. Travers Title: Assistant Secretary, Highland Capital Management, L.P. HIGHLAND FLOATING RATE LIMITED LIABILITY COMPANY as a Lender By: Highland Capital Management, L.P., its Investment Advisor By: /s/ Todd A. Travers ----------------------------------- Name: Todd A. Travers Title: Assistant Secretary, Highland Capital Management, L.P. LOAN FUNDING IV, LLC as a Lender By: Highland Capital Management, L.P., as Portfolio Manager By: /s/ David Lancelot ----------------------------------- Name: David Lancelot Title: Treasurer, Highland Capital Management, L.P. HIGHLAND OFFSHORE PARTNERS, L.P. as a Lender By: Highland Capital Management, L.P., as General Partner By: /s/ David Lancelot ----------------------------------- Name: David Lancelot Title: Treasurer, Highland Capital Management, L.P. LOAN FUNDING VII, LLC as a Lender By: Highland Capital Management, L.P., as Collateral Manager By: /s/ David Lancelot ---------------------------------- Name: David Lancelot Title: Treasurer, Highland Capital Management, L.P. RESTORATION FUNDING CLO, LTD. as a Lender By: Highland Capital Management, L.P., as General Partner By: /s/ David Lancelot ---------------------------------- Name: David Lancelot Title: Treasurer, Highland Capital Management, L.P. SOUTHFORK CLO, LTD. as a Lender By: Highland Capital Management, L.P., as Collateral Manager By: /s/ David Lancelot ---------------------------------- Name: David Lancelot Title: Treasurer, Highland Capital Management, L.P. CITICORP USA, INC. as a Lender By: /s/ James Nessel ---------------------------------- Name: James Nessel Title: Director NATIONAL CITY BANK as a Lender By: /s/ Jon W. Peterson ---------------------------------- Name: Jon W. Peterson Title: Senior Vice President SUNAMERICA LIFE INSURANCE COMPANY as a Lender By: AIG Global Investment Corp. its Investment Advisor By: /s/ Steven S. Oh ----------------------------------- Name: Steven S. Oh Title: Managing Director GALAXY CLO 1999-1, LTD. as a Lender By: AIG Global Investment Corp. its Investment Advisor By: /s/ Steven S. Oh ----------------------------------- Name: Steven S. Oh Title: Managing Director GALAXY CLO 2003-1, LTD. as a Lender By: AIG Global Investment Corp. its Investment Advisor By: /s/ Steven S. Oh ------------------------------------------ Name: Steven S. Oh Title: Managing Director HARRIS NESBITT FINANCING, INC. as a Lender By: /s/ Michael Silverman ------------------------------------------ Name: Michael Silverman Title: Managing Director KEYBANK NATIONAL ASSOCIATION as a Lender By: /s/ Michelle Reef ------------------------------------------ Name: Michelle Reef Title: Vice President LANDMARK IV CDO LIMITED as a Lender By: Aladdin Capital Management, LLC as Manager By: /s/ John J. D'Angelo ------------------------------------------ Name: John J. D'Angelo Title: Authorized Signatory CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch as a Lender By: /s/ Thomas Hall ------------------------------------------ Name: Thomas Hall Title: Vice President By: /s/ Doreen Barr ------------------------------------------ Name: Doreen Barr Title: Associate ARES VI CLO LTD. By: Ares CLO Management VI, L.P., Investment Manager By: Ares CLO GP VI, LLC, its Managing Member By: /s/ Jeff Moore ------------------------------------------ Name: Jeff Moore Title: Vice President ARES VIII CLO LTD. By: Ares CLO Management VIII, L.P., Investment Manager By: Ares CLO GP VIII, LLC, its Managing Member By: /s/ Jeff Moore ----------------------------------- Name: Jeff Moore Title: Vice President FRANKLIN FLOATING RATE TRUST FRANKLIN FLOATING RATE MASTER SERIES FRANKLIN FLOATING RATE DAILY ACCESS FUND FRANKLIN CLO I, LIMITED FRANKLIN CLO II, LIMITED FRANKLIN CLO III, LIMITED FRANKLIN CLO IV, LIMITED as a Lender By: /s/ Tyler Chan ---------------------------------- Name: Tyler Chan Title: Vice President --------------------------, as a Lender By: ----------------------------------- Name: Title: