SUPPLEMENT NO. 2 dated as of April 12, 2021 (this “Supplement”), to the Security Agreement dated as of October 2, 2020 (as supplemented by Supplement No. 1 to the Security Agreement, dated as of February 1, 2021 and as further supplemented from time to time, the “Security Agreement”), among CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the “Issuer”), CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (“Holdings”), certain subsidiaries of the Issuer listed on Annex A thereto (each such subsidiary and any other subsidiary of the Issuer that may become a party thereto from time to time a “Subsidiary Grantor”, together with the Issuer and Holdings, the “Grantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Notes Collateral Agent (in such capacity, the “Notes Collateral Agent”) under the Indenture referred to
below for the benefit of the Secured Parties.
A.Reference is made to the Indenture dated as of October 2, 2020 (as modified, amended and supplemented and in effect from time to time, the “Indenture”), among the Issuer, Holdings, the Subsidiary Grantors and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee (in such capacity, the “Trustee”) and as Notes Collateral Agent.
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 the Trustee and the Notes Collateral Agent to enter into the Indenture.
D.Subsection 9.13 of the Security Agreement provides that each Subsidiary of the Issuer 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 Grantor under the Security Agreement.
Accordingly, the Notes 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 Notes Obligations, does hereby bargain, sell, convey, assign, set over, mortgage, pledge, hypothecate and transfer to Notes Collateral Agent for the benefit of the Secured Parties, and hereby grants to the Notes 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 Notes 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.