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/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Chief Financial Officer
CONSOLIDATED COMMUNICATIONS, INC.,
as Co-Borrower
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Chief Financial Officer
CONSOLIDATED COMMUNICATIONS ILLINOIS
HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Chief Financial Officer
CITICORP NORTH AMERICA, INC.,
as Administrative Agent
By: /s/ Caesar W. Wyszomirksi
-------------------------------------
Name: Caesar W. Wyszomirksi
Title: Vice President
XXXXXXXXX CARRERA CLO, LTD.
as a Lender
By: Xxxxxxxxx Capital Partners LLC
as its Asset Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
XL RE LTD.
as a Lender
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
XXXXXXXXX QUATTRO CLO, LTD.
as a Lender
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
XXXXXXXXX ARBITRAGE CDO, LTD.
as a Lender
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
XXXXXXXX CDO, LTD.
as a Lender
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
XXXXXXXXX CARRERA CLO, LTD.
as a Lender
By: Xxxxxxxxx Capital Partners LLC
as its Asset Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
WINDSOR LOAN FUNDING, LIMITED
as a Lender
By: Xxxxxxxxx Capital Partners LLC
as its Investment Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
XXXXXX LEVERAGED LOAN CDO 2002-IL
as a Lender
By: Prudential Investment Management Inc.
as Collateral Manager
By: /s/ Xxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxx
Title: Principal
LOAN FUNDING V, LLC
as a Lender
By: Prudential Investment Management Inc.
as Portfolio Manager
By: /s/ Xxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxx
Title: Principal
XXXXXX IV LEVERAGED LOAN CDO 2003
as a Lender
By: Prudential Investment Management Inc.
as Collateral Manager
By: /s/ Xxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxx
Title: Principal
FC CBO IV, LIMITED
as a Lender
By: Prudential Investment Management Inc.
as Collateral Manager
By: /s/ Xxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxx
Title: Principal
COBANK ACB
as a Lender
By: /s/ Xxx Xxxxxxx
-------------------------------------
Name: Xxx Xxxxxxx
Title: Vice President
SENIOR DEBT PORTFOLIO
as a Lender
By: Boston Management and Research
as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX SENIOR INCOME TRUST
as a Lender
By: Xxxxx Xxxxx Management as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN
as a Lender
By: Xxxxx Xxxxx Management as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX CDO III, LTD.
as a Lender
By: Xxxxx Xxxxx Management as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
CONSTANTINUS XXXXX XXXXX CDO V, LTD.
as a Lender
By: Xxxxx Xxxxx Management as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX CDO VI LTD.
as a Lender
By: Xxxxx Xxxxx Management as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXXXX &CO
as a Lender
By: Boston Management and Research as
Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
BIG SKY SENIOR LOAN FUND, LTD.
as a Lender
By: Xxxxx Xxxxx Management as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
BIG SKY III SENIOR LOAN TRUST
as a Lender
By: Xxxxx Xxxxx Management as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX
VT FLOATING-RATE INCOME FUND
as a Lender
By: Xxxxx Xxxxx Management as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
BIG SKY SENIOR LOAN FUND, LTD.
as a Lender
By: Xxxxx Xxxxx Management as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
EMERALD ORCHARD LIMITED
as a Lender
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Loans Officer
KZH SOLEIL LLC
as a Lender
By: /s/ Xxxxxx Xxxxxxx
-------------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Agent
KZH SOLEIL-2 LLC
as a Lender
By: /s/ Xxxxxx Xxxxxxx
-------------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Agent
CITIBANK, N.A.
as a Lender
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Attorney-in-Fact
BLUE SQUARE FUNDING LIMITED SERIES 3
as a Lender
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
PPM SHADOW CREEK FUNDING LLC
as a Lender
By: /s/ Xxxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxxx X. Xxxxxxx
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/ X. Xxxxxxxxx X. Xxxxxxx
----------------------------------
Name: X. Xxxxxxxxx X. Xxxxxxx
Title: Managing Director
HIGHLAND FLOATING RATE ADVANTAGE FUND
as a Lender
By: Highland Capital Management, L.P.,
its Investment Advisor
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxx
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/ Xxxx X. Xxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxx
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/ Xxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxx
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/ Xxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxx
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/ Xxxxx Xxxxxxxx
----------------------------------
Name: Xxxxx Xxxxxxxx
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/ Xxxxx Xxxxxxxx
----------------------------------
Name: Xxxxx Xxxxxxxx
Title: Treasurer, Highland Capital
Management, L.P.
SOUTHFORK CLO, LTD.
as a Lender
By: Highland Capital Management, L.P.,
as Collateral Manager
By: /s/ Xxxxx Xxxxxxxx
----------------------------------
Name: Xxxxx Xxxxxxxx
Title: Treasurer, Highland Capital
Management, L.P.
CITICORP USA, INC.
as a Lender
By: /s/ Xxxxx Xxxxxx
----------------------------------
Name: Xxxxx Xxxxxx
Title: Director
NATIONAL CITY BANK
as a Lender
By: /s/ Xxx X. Xxxxxxxx
----------------------------------
Name: Xxx X. Xxxxxxxx
Title: Senior Vice President
SUNAMERICA LIFE INSURANCE COMPANY
as a Lender
By: AIG Global Investment Corp. its
Investment Advisor
By: /s/ Xxxxxx X. Oh
-----------------------------------
Name: Xxxxxx X. Oh
Title: Managing Director
GALAXY CLO 1999-1, LTD.
as a Lender
By: AIG Global Investment Corp. its
Investment Advisor
By: /s/ Xxxxxx X. Oh
-----------------------------------
Name: Xxxxxx X. Oh
Title: Managing Director
GALAXY CLO 2003-1, LTD.
as a Lender
By: AIG Global Investment Corp.
its Investment Advisor
By: /s/ Xxxxxx X. Oh
------------------------------------------
Name: Xxxxxx X. Oh
Title: Managing Director
XXXXXX XXXXXXX FINANCING, INC.
as a Lender
By: /s/ Xxxxxxx Xxxxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Managing Director
KEYBANK NATIONAL ASSOCIATION
as a Lender
By: /s/ Xxxxxxxx Reef
------------------------------------------
Name: Xxxxxxxx Reef
Title: Vice President
LANDMARK IV CDO LIMITED
as a Lender
By: Aladdin Capital Management, LLC as Manager
By: /s/ Xxxx X. X'Xxxxxx
------------------------------------------
Name: Xxxx X. X'Xxxxxx
Title: Authorized Signatory
CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands Branch
as a Lender
By: /s/ Xxxxxx Xxxx
------------------------------------------
Name: Xxxxxx Xxxx
Title: Vice President
By: /s/ Xxxxxx Xxxx
------------------------------------------
Name: Xxxxxx Xxxx
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/ Xxxx Xxxxx
------------------------------------------
Name: Xxxx Xxxxx
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/ Xxxx Xxxxx
-----------------------------------
Name: Xxxx Xxxxx
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/ Xxxxx Xxxx
----------------------------------
Name: Xxxxx Xxxx
Title: Vice President
--------------------------,
as a Lender
By:
-----------------------------------
Name:
Title:
