CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (NASDAQ:CNSL) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

On December 21, 2016, Consolidated Communications Holdings, Inc.
(the Company) and certain of its subsidiaries entered into an
Amendment No. 2 (Amendment No. 2) to the Companys Third Amended
and Restated Credit Agreement, dated as of October 5, 2016, among
the Company, Consolidated Communications, Inc., a wholly-owned
subsidiary of the Company (CCI), the lenders party thereto, Wells
Fargo Bank, National Association, as Administrative Agent and
other agents party thereto, as previously amended by Amendment
No. 1 thereto, dated as of December 14, 2016 (as so amended, the
Credit Agreement).

to Amendment No. 2, subject to the satisfaction of certain
conditions, a syndicate of lenders has agreed to provide an
incremental term loan in an aggregate principal amount of up to
$935,000,000 under the Credit Agreement (the Incremental Term
Loan). The proceeds of the Incremental Term Loan may be used, in
part, to repay and redeem certain existing indebtedness of
FairPoint Communications, Inc. (FairPoint) in connection the
Companys previously disclosed, pending acquisition of FairPoint
(the Pending Acquisition) and to pay certain fees and expenses in
connection with the Pending Acquisition and the financing.
Amendment No. 2 was entered into in connection with the Companys
previously disclosed Commitment Letter, dated December 3, 2016,
among CCI and (i) Morgan Stanley Senior Funding, Inc., (ii) The
Bank of Tokyo-Mitsubishi UFJ, Ltd., MUFG Union Bank, N.A., MUFG
Securities Americas Inc. (collectively, MUFG) and/or any other
affiliates or subsidiaries as MUFG collectively deems appropriate
to provide the services referred to therein, (iii) TD Securities
(USA) LLC, (iv) The Toronto-Dominion Bank, New York Branch, and
(v) Mizuho Bank, Ltd.

Pricing and other terms of the Incremental Term Loan included the
following:

A copy of Amendment No. 2 is attached hereto as Exhibit 10.1 and
is incorporated herein by reference. The description of Amendment
No. 2 to the Credit Agreement contained herein is qualified in
its entirety by reference to the full text of Amendment No. 2.

Item 8.01. Other Events.

A copy of the press release issued by the Company on December 21,
2016 announcing the effectiveness of Amendment No. 2 is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is hereby
incorporated by reference.

Safe Harbor

The Securities and Exchange Commission (SEC) encourages companies
to disclose forward-looking information so that investors can
better understand a companys future prospects and make informed
investment decisions. Certain statements in this communication
are forward-looking statements and are made to the safe harbor
provisions of the Securities Litigation Reform Act of 1995. These
forward-looking statements reflect, among other things, current
expectations, plans, strategies, and anticipated financial
results of Consolidated Communications Holdings, Inc. (the
Company) and FairPoint Communications, Inc. (FairPoint), both
separately and as a combined entity. There are a number of risks,
uncertainties, and conditions that may cause the actual results
of the Company and FairPoint, both separately and as a combined
entity, to differ materially from those expressed or implied by
these forward-looking statements. These risks and uncertainties
include the timing and ability to complete the proposed
acquisition of FairPoint by the Company, the expected benefits of
the integration of the two companies and successful integration
of FairPoints operations with those of the Company and
realization of the synergies from the integration, as well as a
number of factors related to the respective businesses of the
Company and FairPoint, including economic and financial market
conditions generally and economic conditions in the Companys and
FairPoints service areas; various risks to stockholders of not
receiving dividends and risks to the Companys ability to pursue
growth opportunities if the Company continues to pay dividends
according to the current dividend policy; various risks to the
price and volatility of the Companys common stock; changes in the
valuation of pension plan assets; the substantial amount of debt
and the Companys ability to repay or refinance it or incur
additional debt in the future; the Companys need for a
significant amount of cash to service and repay the debt and to
pay dividends on its common stock; restrictions contained in the
Companys debt agreements that limit the discretion of management
in operating the business; legal or regulatory proceedings or
other matters that impact the timing or ability to complete the
acquisition as contemplated, regulatory changes, including
changes to subsidies, rapid development and introduction of new
technologies and intense competition in the telecommunications
industry; risks associated with the Companys possible pursuit of
acquisitions; system failures; losses of large customers or
government contracts; risks associated with the rights-of-way for
the network; disruptions in the relationship with third party
vendors; losses of key management personnel and the inability to
attract and retain highly qualified management and personnel in
the future; changes in the extensive governmental legislation and
regulations governing telecommunications providers and the
provision of telecommunications services; telecommunications
carriers disputing and/or avoiding their obligations to pay
network access charges for use of the Companys and FairPoints
network; high costs of regulatory compliance; the competitive
impact of legislation and regulatory changes in the
telecommunications industry; liability and compliance costs
regarding environmental regulations; the possibility of
disruption from the integration of the two companies making it
more difficult to maintain business and operational
relationships; the possibility that the acquisition is not
consummated, including, but not limited to, due to the failure to
satisfy the closing conditions; the possibility that the merger
or the acquisition may be more expensive to complete than
anticipated, including as a result of unexpected factors or
events; and diversion of managements attention from ongoing
business operations and opportunities. A detailed discussion of
risks and uncertainties that could cause actual results and
events to differ materially from such forward-looking statements
are discussed in more detail in the Companys and FairPoints
respective filings with the SEC, including the Annual Report on
Form 10-K of the Company for the year ended December 31, 2015,
which was filed with the SEC on February 29, 2016, under the
heading Item 1ARisk Factors, and the Annual Report on Form 10-K
of FairPoint for the year ended December 31, 2015, which was
filed with the SEC on March 2, 2016, under the heading Item
1ARisk Factors, and in subsequent reports on Forms 10-Q and 8-K
and other filings made with the SEC by each of the Company and
FairPoint. Many of these circumstances are beyond the ability of
the Company and FairPoint to control or predict. Moreover,
forward-looking statements necessarily involve assumptions on the
part of the Company and FairPoint. These forward-looking
statements generally are identified by the words believe, expect,
anticipate, estimate, project, intend, plan, should, may, will,
would, will be, will continue or similar expressions. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results,
performance or achievements of the Company and FairPoint, and
their respective subsidiaries, both separately and as a combined
entity to be different from those expressed or implied in the
forward-looking statements. All forward-looking statements
attributable to us or persons acting on the respective behalf of
the Company or FairPoint are expressly qualified in their
entirety by the cautionary statements that appear throughout this
communication. Furthermore, forward-looking statements speak only
as of the date they are made. Except as required under the
federal securities laws or the rules and regulations of the SEC,
each of the Company and FairPoint disclaim any intention or
obligation to update or revise publicly any forward-looking
statements. You should not place undue reliance on
forward-looking statements.

Important Merger Information and Additional Information

This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation
of any vote or approval. In connection with the proposed
transaction, the Company and FairPoint will file relevant
materials with the SEC. The Company will file a Registration
Statement on Form S-4 that includes a joint proxy statement of
the Company and FairPoint and which also constitutes a prospectus
of the Company. The Company and FairPoint will mail the final
joint proxy statement/prospectus to their respective
stockholders. Investors are urged to read the joint proxy
statement/prospectus regarding the proposed transaction when it
becomes available, because it will contain important
information. The joint proxy statement/prospectus and
other relevant documents that have been or will be filed by the
Company and FairPoint with the SEC are or will be available free
of charge at the SECs website, www.sec.gov, or by directing a
request when such a filing is made to Consolidated Communications
Holdings, Inc., 121 South 17th Street, Mattoon, IL 61938,
Attention: Investor Relations or to FairPoint Communications,
Inc., 521 East Morehead Street, Suite 500, Charlotte, North
Carolina 28202, Attention: Secretary.

The Company, FairPoint and certain of their respective directors,
executive officers and other members of management and employees
may be considered participants in the solicitation of proxies in
connection with the proposed transaction. Information
about the directors and executive officers of the Company is set
forth in its definitive proxy statement, which was filed with the
SEC on March 28, 2016. Information about the directors and
executive officers of FairPoint is set forth in its definitive
proxy statement, which was filed with the SEC on March 25,
2016. These documents can be obtained free of charge
from the sources listed above. Investors may obtain additional
information regarding the interests of such participants by
reading the joint proxy statement/prospectus the Company and
FairPoint will file with the SEC when it becomes available.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

About CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (NASDAQ:CNSL)

Consolidated Communications Holdings, Inc. is a holding company with operating subsidiaries that provide integrated communications services in consumer, commercial and carrier channels in California, Illinois, Iowa, Kansas, Minnesota, Missouri, North Dakota, Pennsylvania, South Dakota, Texas and Wisconsin. The Company operates as both an Incumbent Local Exchange Carrier (ILEC) and a Competitive Local Exchange Carrier (CLEC) dependent upon the territory served. The Company provides a range of services and products that include local and long-distance service, broadband Internet access, video services, Voice over Internet Protocol (VoIP), private line services, carrier grade access services, network capacity services over its regional fiber optic networks, cloud data services, data center and managed services, directory publishing, equipment sales and cloud data services. The Company markets services to its residential customers either individually or as a bundled package.

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (NASDAQ:CNSL) Recent Trading Information

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (NASDAQ:CNSL) closed its last trading session up +0.33 at 27.81 with 636,012 shares trading hands.