Supplement No. 2 to Pledge Agreement, dated as of April 12, 2021, between Consolidated Communications of Pennsylvania Company, LLC and Wells Fargo Bank, National Association, as Notes Collateral Agent
SUPPLEMENT NO. 2 dated as of April 12, 2021 (this “Supplement”) to the PLEDGE AGREEMENT dated as of October 2, 2020 (as supplemented by Supplement No. 1 to the Pledge Agreement, dated as of February 1, 2021 and as further supplemented from time to time, the “Pledge 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 Schedule 1 thereto (each such subsidiary individually and any other subsidiary of the Issuer that may become a party thereto from time to time, a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors, together with the Issuer and Holdings, the “Pledgors”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Notes Collateral Agent”) under the Indenture (as defined below) for the benefit of the Secured Parties (as defined below).
Accordingly, the Notes 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 Notes Obligations, in accordance with Section 23 of the Pledge Agreement, each Additional Pledgor by its signature hereby transfers, assigns and pledges to the Notes Collateral Agent, for the ratable benefit of the Secured Parties, and hereby grants to the Notes 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”):
Notwithstanding the foregoing, the Collateral shall not include any Excluded Property (as defined in the Pledge 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 Pledged Shares.
SECTION 2. Pennsylvania 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:
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 Notes Collateral Agent. This Supplement shall become effective as to each Additional Pledgor when the Notes Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such Additional Pledgor and the Notes Collateral Agent.
SECTION 5. Except as expressly supplemented hereby, the Pledge 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 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 Issuer at the Issuer’s address set forth in Section 13.02 of the Indenture (or such other address as specified in accordance with Section 13.02 of the Indenture).
SECTION 9. Each Additional Pledgor agrees to reimburse the Notes 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 Notes Collateral Agent.
SECTION 10. The Pledgors hereby authorize and direct the Notes Collateral Agent to execute and deliver this Supplement. The Notes Collateral Agent shall not be responsible in any manner whatsoever for and makes no representation as to the validity or sufficiency of this Supplement or for in the recitals contained herein. The Notes Collateral Agent shall be afforded all the rights, protections, immunities and indemnities contained in the Indenture and Security Agreement as if the same were set forth herein, mutatis mutandis.
IN WITNESS WHEREOF, each Additional Pledgor and the Notes Collateral Agent have duly executed this Supplement to the Pledge Agreement as of the day and year first above written.
CONSOLIDATED COMMUNICATIONS OF PENNSYLVANIA COMPANY, LLC
By: /s/ Steven L. Childers
Name: Steven L. Childers
Title: Chief Financial Officer
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Notes Collateral Agent
By: /s/ Theresa M. Hempeck
Name: Theresa M. Hempeck
Title: Vice President
SCHEDULE 1 TO SUPPLEMENT NO. 2
TO THE PLEDGE AGREEMENT
Consolidated Communications Enterprise Services, Inc.
Consolidated Communications of Pennsylvania Company, LLC
Limited Liability Company Interest