AGREEMENT AND PLAN OF MERGER by and among SUREWEST COMMUNICATIONS, CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., WH ACQUISITION CORP. and WH ACQUISITION II CORP. Dated as of February 5, 2012Agreement and Plan of Merger • February 8th, 2012 • Consolidated Communications Holdings, Inc. • Telephone communications (no radiotelephone) • California
Index of Defined Terms Page Acceptable Confidentiality Agreement 53 Affiliate 14 Agreement 1 Agreement of Merger 2 Alternative Acquisition Agreement 51 Alternative Proposal 53 Bankruptcy and Equity Exceptions 18 Business Day 3 California Secretary 2 Capitalization Date 16 Cash Consideration 4 Cash Conversion Number 7 Cash Electing Company Share 4 Cash Election 4 Cash Election Number 7 CCI 38 Certificate 5 CGCL 2 Claim 48 Closing 3 Closing Date 3 Code 14 Company 1 Company Benefit Plans 22 Company Board 17 Company Common Stock 4 Company Contract 24 Company Designee 57 Company Disclosure Schedule 14 Company Equity Awards 11 Company Material Adverse Effect 15 Company Option 10 Company Recommendation 17 Company Recommendation Change 51 Company Required Vote 17 Company RSA 11 Company RSU 10 Company SEC Reports 19 Company Shareholder Meeting 44 Company Stock Plans 16 Confidentiality Agreement 44 Consent 18 Continuing Employees 46
