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).
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 certain subsidiaries of the Issuer 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 Pledge Agreement.
C.The Pledgors have entered into the Pledge Agreement in order to induce the Trustee and the Notes Collateral Agent to enter into the Indenture.
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 owner of the Indebtedness (the “Additional Pledged Debt”) described under Schedule 1 hereto.
E.Section 23 of the Pledge Agreement provides that additional parties may become Pledgors under the Pledge Agreement by execution and delivery of an instrument in the form of this Supplement. Consolidated Communications of Pennsylvania Company, LLC, a Delaware limited liability company (“Pennsylvania Company”) is executing this Supplement in accordance with the requirements of Section 23 of the Pledge Agreement to pledge to the Notes 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.
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”):
(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