Project Sky Commitment Letter $140 million Senior Unsecured Bridge FacilityConsolidated Communications Holdings, Inc. • June 30th, 2014 • Telephone communications (no radiotelephone) • New York
Consolidated Communications, Inc. (“you” or the “Borrower”), a wholly-owned subsidiary of Consolidated Communications Holdings, Inc. (“Holdings”), have advised Morgan Stanley Senior Funding, Inc. (“MSSF”), WF Investment Holdings, LLC (“WFIH”), Wells Fargo Securities, LLC (“WFS”) The Royal Bank of Scotland plc (“RBS”) and RBS Securities Inc. (“RBSSI” and together with MSSF, WFIH, WFS and RBS, “we,” “us” or the “Commitment Parties”) that you intend to acquire (the “Acquisition”) 100% of the outstanding capital stock of a company previously identified to us and code-named Sky (the “Target”) pursuant to an agreement and plan of merger (including all annexes and exhibits thereto, as amended, modified and supplemented in accordance with the terms hereof, the “Acquisition Agreement”) among Holdings, a merger subsidiary of Holdings and the Target (the “Seller”). All references to “dollars” or “$” in this Commitment Letter (as defined below) are references to United States dollars.
