Searchlight Capital III, L.P. Searchlight Capital III PV, L.P.Consolidated Communications Holdings, Inc. • November 20th, 2023 • Telephone communications (no radiotelephone)
Reference is made to (i) the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Condor Holdings LLC, a Delaware limited liability company (“Parent”), Condor Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Consolidated Communications Holdings, Inc., a Delaware corporation (the “Company”), pursuant to which, among other things, and subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”) with the Company surviving the Merger as a wholly owned Subsidiary of Parent and (ii) the Equity Commitment Letter, dated as of the date hereof, by and between Parent and British Columbia Investment Management Corporation, in respect of a pooled investment portfolio formed under the Pooled Investment Portfolios Regulation (British Columbia) and known as the “2020 Private Equity Fund” (the “Other Investor” and such letter, the “Other Equity Commitme
INTERIM INVESTORS’ AGREEMENTInterim Investors’ Agreement • November 20th, 2023 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
INTERIM INVESTORS’ AGREEMENT (this “Agreement”), dated as of October 15, 2023, by and among Condor Holdings LLC, a Delaware limited liability company (“Parent”), Condor Merger Sub Inc., a Delaware corporation (“Merger Sub”), Searchlight Capital III, L.P. and Searchlight Capital III PV, L.P. (each, an “SCP Investor” and collectively, “SCP”) and British Columbia Investment Management Corporation, a corporation incorporated pursuant to the Public Sector Pension Plans Act (British Columbia) (“BCI”). Each of SCP and BCI shall be referred to herein as an “Investor” and, collectively, as the “Investors”. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).
LIMITED GUARANTYLimited Guaranty • November 20th, 2023 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone)
Limited Guaranty, dated as of October 15, 2023 (this “Guaranty”), by each of the parties listed on Exhibit A hereto (each, a “Guarantor” and collectively, the “Guarantors”), in favor of Consolidated Communications Holdings, Inc., a Delaware corporation (the “Guaranteed Party”). Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, restated, supplemented or modified from time to time, the “Merger Agreement”), by and among Condor Holdings LLC, a Delaware limited liability company (“Parent”), Condor Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which, among other things, on the Closing Date, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Guaranteed Party (the “Merger”) with the Guaranteed Party surviving the Merger as a wholly owned Subsidiary of Parent. Except as otherwise specified here
