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:
Section 1.Guaranty Agreement Supplement.
(a)Each New Subsidiary hereby agrees that by execution of this Joinder it is a Guarantor under the Guaranty Agreement as if a signatory thereof on the Closing 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 as of the date hereof.
(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.Effectiveness. This Joinder 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.