8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 3, 2012

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-51446	02-0636095
(State of Incorporation)	(Commission File Number)	(IRS employer identification no.)

121 South 17th Street
Mattoon, Illinois	61938-3987
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (217) 235-3311

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01                      Other Events.

On July 2, 2012, Consolidated Communications Holdings, Inc. (the “Company”) acquired SureWest Communications (“SureWest”) pursuant to a merger transaction.

As a result of that acquisition, under the Amended and Restated Credit Agreement, dated June 8, 2011, as amended, among the Company, as Parent Guarantor, Consolidated Communications, Inc. (“CCI”), as Borrower, the lenders referred to therein, Wells Fargo Bank, National Association, as administrative agent, and certain other parties thereto (the “Credit Agreement”), certain of the SureWest subsidiaries that the Company acquired through the merger transaction (the “SureWest Subsidiaries”) were required to guarantee certain obligations under the Credit Agreement and to pledge as collateral, grant liens on and security interests in, all assets and property of such SureWest Subsidiaries as provided for in or contemplated by the Credit Agreement, whether now owned or existing or hereafter acquired or arising.  The SureWest Subsidiaries have become parties to the Credit Agreement by executing a Joinder Agreement dated as of August 3, 2012.  The Joinder Agreement is filed as Exhibit 4.1 hereto.

In addition, as a result of the SureWest Subsidiaries becoming a guarantor under the Credit Agreement, each SureWest Subsidiary was also required to guarantee $300,000,000 aggregate principal amount of 10.875% Senior Notes due 2020 (the “Notes”) of CCI issued pursuant to that certain Indenture dated as of May 30, 2012, as supplemented by a First Supplemental Indenture dated as of July 2, 2012 (as supplemented, the “Indenture”), by and among CCI, the Guarantors named therein, and Wells Fargo Bank, National Association, as trustee (the “Trustee”).  In addition, as a result of the SureWest Subsidiaries becoming guarantors under the Notes, each SureWest Subsidiary was  required to become a party to a Registration Rights Agreement among  CCI, Morgan Stanley & Co. LLC and the guarantors named therein, with respect to the Notes dated as of May 30, 2012, as amended by a Joinder dated as of July 3, 2012 (as amended, the “Registration Rights Agreement”).  For a description of the Indenture and the Registration Rights Agreement, see the Current Reports on Form 8-K filed by the Company on June 4, 2012 and July 3, 2012, which are incorporated herein by reference.

On August 3, 2012, CCI, the SureWest Subsidiaries and the Trustee entered into a Second Supplemental Indenture, dated as of August 3, 2012, to the Indenture, pursuant to which the SureWest Subsidiaries guaranteed the Notes.  The SureWest Subsidiaries have also become parties to the Registration Rights Agreement by executing a Joinder dated August 3, 2012.  The Second Supplemental Indenture is filed as Exhibit 4.2 hereto and the Joinder is filed as Exhibit 4.3 hereto.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.	Description
4.1	Joinder Agreement, dated as of August 3, 2012, among SureWest Communications, SureWest Long Distance, SureWest Communications, Inc., SureWest Broadband, SureWest TeleVideo, SureWest Kansas, Inc., SureWest Telephone, SureWest Kansas Holdings, Inc., SureWest Kansas Connections, LLC, SureWest Kansas Licenses, LLC, SureWest Kansas Operations, LLC, SureWest Kansas Purchasing, LLC and SureWest Fiber Ventures LLC (collectively, the “SureWest Subsidiaries”), the Company, CCI, and Wells Fargo Bank, National Association, a national banking association, as Administrative Agent for the Lenders under the Credit Agreement
4.2	Second Supplemental Indenture, dated as of August 3, 2012, among CCI, each of the SureWest Subsidiaries, and Wells Fargo Bank, National Association
4.3	Joinder to Registration Rights Agreement, dated as of August 3, 2012, by each of the SureWest Subsidiaries

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 9, 2012
	Consolidated Communications Holdings, Inc.
	By:	/s/ Steven L. Childers
		Name: Steven L. Childers Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description

4.1	Joinder Agreement, dated as of August 3, 2012, among SureWest Communications, SureWest Long Distance, SureWest Communications, Inc., SureWest Broadband, SureWest TeleVideo, SureWest Kansas, Inc., SureWest Telephone, SureWest Kansas Holdings, Inc., SureWest Kansas Connections, LLC, SureWest Kansas Licenses, LLC, SureWest Kansas Operations, LLC, SureWest Kansas Purchasing, LLC and SureWest Fiber Ventures LLC (collectively, the “SureWest Subsidiaries”), the Company, CCI, and Wells Fargo Bank, National Association, a national banking association, as Administrative Agent for the Lenders under the Credit Agreement
4.2	Second Supplemental Indenture, dated as of August 3, 2012, among CCI, each of the SureWest Subsidiaries, and Wells Fargo Bank, National Association
4.3	Joinder to Registration Rights Agreement, dated as of August 3, 2012, by each of the SureWest Subsidiaries

EX-4.1

Exhibit 4.1

JOINDER AGREEMENT

THIS JOINDER AGREEMENT, dated as of August 3, 2012 (the “Agreement”), to the Guaranty Agreement and the Collateral Agreement referred to below is entered into by and among CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the “Borrower”), CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (“Holdings”), SUREWEST COMMUNICATIONS, a California corporation, SUREWEST LONG DISTANCE, a California corporation, SUREWEST COMMUNICATIONS, INC., a Delaware corporation,SUREWEST BROADBAND, a California corporation, SUREWEST TELEVIDEO, a California corporation, SUREWEST KANSAS, INC., a Delaware corporation, SUREWEST TELEPHONE, a California corporation, SUREWEST KANSAS HOLDINGS, INC., a Delaware corporation, SUREWEST KANSAS CONNECTIONS, LLC, a Delaware limited liability company, SUREWEST KANSAS LICENSES, LLC, a Delaware limited liability company, SUREWEST KANSAS OPERATIONS, LLC, a Delaware limited liability company, SUREWEST KANSAS PURCHASING, LLC, a Delaware limited liability company and SUREWEST FIBER VENTURES, LLC, a Delaware limited liability company (each a “New Subsidiary” and collectively, the “New Subsidiaries”), and Wells Fargo Bank, National Association, a national banking association, as Administrative Agent for the Lenders (the “Administrative Agent”) under the Credit Agreement referred to below.

Statement of Purpose

Reference is hereby made to that certain Amended and Restated Credit Agreement dated as of June 8, 2011 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) among the Borrower, Holdings, the Lenders who are or may become party thereto (the “Lenders”) and the Administrative Agent.  In connection with the Credit Agreement, Holdings, the Borrower and certain of their respective Subsidiaries have entered into the Collateral Agreement referred to therein and certain Subsidiaries of Holdings have entered into the Guaranty Agreement referred to therein.

On July 2, 2012, each New Subsidiary became a Domestic Subsidiary of the Borrower.  Pursuant to Section 5.16 of the Credit Agreement, (a) each New Subsidiary will execute, among other documents, this Agreement in order (i) to become a Guarantor under the Guaranty Agreement and (ii) to become a Grantor and an Issuer, as applicable, under the Collateral Agreement and (b) the Borrower, as Grantor under the Collateral Agreement and owner of the Equity Interests of each New Subsidiary, will execute, among other documents, this Agreement, in order to confirm and reaffirm its pledge of one hundred percent (100%) of the Equity Interests of each New Subsidiary.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereto hereby agree as follows:

Section 1.Guaranty Agreement Supplement.

(a)Each New Subsidiary hereby agrees that by execution of this Agreement it is a Guarantor under the Guaranty Agreement as if a signatory thereof on the Closing Date, and each New Subsidiary (i) shall comply with, and be subject to, and have the benefit of, all of the terms, conditions, covenants, agreements and obligations set forth in the Guaranty Agreement and (ii) hereby makes each representation and warranty set forth in the Guaranty Agreement.

(b)The Borrower and each New Subsidiary hereby agree that each reference to a “Guarantor”, the “Guarantors” in the Credit Agreement, the Guaranty Agreement and the other Loan Documents shall include each New Subsidiary, and each reference to the “Guaranty Agreement” or “Guaranty” as used therein shall mean the Guaranty Agreement as supplemented hereby.

Section 2.Collateral Agreement Supplement.

(a)Joinder to the Collateral Agreement.

(i)The Borrower and each New Subsidiary hereby agree that by execution of this Agreement, each New Subsidiary is a party to the Collateral Agreement as if a signatory thereof as a Grantor and as an Issuer on the Closing Date, and each New Subsidiary shall (A) comply with, and be subject to, and have the benefit of, all of the terms, covenants, conditions, agreements and obligations set forth in the Collateral Agreement and (B) hereby makes each representation and warranty set forth in the Collateral Agreement (subject to the information set forth on the schedules delivered pursuant to clause (d) below).  The Borrower and each New Subsidiary hereby agree that each reference to a “Grantor”, the “Grantors”, an “Issuer” or the “Issuers” in the Collateral Agreement and the other Loan Documents shall include each New Subsidiary.

(ii)In order to secure the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations in accordance with the terms of the Credit Agreement and the other Loan Documents, (A) each New Subsidiary hereby grants, pledges and collaterally assigns to the Administrative Agent, for the ratable benefit of itself and the Lenders, a security interest in and to all of such New Subsidiary’s right, title and interest in and to all Collateral whether now or at any time hereafter acquired by such New Subsidiary or in which such New Subsidiary now has or at any time in the future may acquire any right, title or interest, and wherever located or deemed located (collectively, the “New Collateral”) and (B) the Borrower hereby confirms and reaffirms that the Collateral of the Borrower includes one hundred percent (100%) of the Equity Interests owned by the Borrower in each New Subsidiary (collectively, the “Additional Investment Property”).

(iii)The Borrower and each New Subsidiary hereby agree that “Collateral” as used in the Collateral Agreement and the Credit Agreement shall include all New Collateral and all Additional Investment Property pledged pursuant hereto, “Investment Property” and “Partnership/LLC Interests”, as applicable, as used therein shall include the Additional Investment Property pledged pursuant hereto and “Collateral Agreement” or “Agreement” as used therein shall mean the Collateral Agreement as supplemented hereby.

(b)Filing Information and Perfection.  The Borrower and each New Subsidiary shall deliver to the Administrative Agent such certificates and other documents (including, without limitation, UCC-1 financing statements, unit certificates and unit powers, as applicable) and take such action as the Administrative Agent shall reasonably request in order to effectuate the terms hereof and the Collateral Agreement.

(c)Acknowledgement and Consent.  Each New Subsidiary hereby acknowledges receipt of a copy of the Collateral Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party and agrees for the benefit of the Administrative Agent and the Lenders to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it.

(d)Schedules to the Credit Agreement and the Collateral Agreement.  Attached hereto as Annex A is all information required to be provided on Schedules 3.09 and 3.10(b) to the Credit Agreement and each of the Schedules to the Collateral Agreement, as applicable, setting forth all information required to be provided therein with respect to each New Subsidiary.

Section 3.Effectiveness.  This Agreement shall become effective upon receipt by the Administrative Agent of an originally executed counterpart hereof by the Administrative Agent, the Borrower and each New Subsidiary.

Section 4.General Provisions.

(a)Limited Effect.  Except as expressly provided herein, the Credit Agreement and each other Loan Document shall continue to be, and shall remain, in full force and effect.  This Agreement shall not be deemed (i) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document or (ii) to prejudice any right or rights which the Administrative Agent or any Lender may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended or modified from time to time.  References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, and “hereof”) and in any Loan Document to the “Credit Agreement” shall be deemed to be references to the Credit Agreement as modified hereby.

(b)Costs and Expenses.  The Borrower and each other Loan Party, jointly and severally, shall pay or reimburse the Administrative Agent for all of its out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Agreement including, without limitation, the reasonable fees and disbursements of counsel.

(c)Counterparts.  This Agreement may be executed in any number of counterparts and by different parties hereto in different counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which when taken together shall constitute one and the same agreement.

(d)Definitions.  The following capitalized terms used and not defined herein shall have the meanings given thereto in the Collateral Agreement:  “Grantor”, “Investment Property”, “Issuer”, “Partnership/LLC Interest” and “Security Interest”.  All other capitalized terms used and not defined herein shall have the meanings given thereto in the Credit Agreement or the applicable Loan Document referred to therein.

(e)GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

(f)Electronic Transmission.  A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.  At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.

[Signature Pages Follow]

IN WITNESS WHEREOF the undersigned hereby causes this Agreement to be executed and delivered as of the date first above written.

NEW SUBSIDIARIES:

SUREWEST COMMUNICATIONS, as a Guarantor, Grantor and Issuer

By:  /s/ Steven L. Childers

Name:  Steven L. Childers

Title:  SVP / CFO

SUREWEST LONG DISTANCE, as a Guarantor, Grantor and Issuer

By:  /s/ Steven L. Childers

Name:  Steven L. Childers

Title:  SVP / CFO

SUREWEST COMMUNICATIONS, INC., as a Guarantor, Grantor and Issuer

By:  /s/ Steven L. Childers

Name:  Steven L. Childers

Title:  SVP / CFO

SUREWEST BROADBAND, as a Guarantor, Grantor and Issuer

By:  /s/ Steven L. Childers

Name:  Steven L. Childers

Title:  SVP / CFO

SUREWEST TELEVIDEO, as a Guarantor, Grantor and Issuer

By:  /s/ Steven L. Childers

Name:  Steven L. Childers

Title:  SVP / CFO

SUREWEST KANSAS, INC., as a Guarantor, Grantor and Issuer

By:  /s/ Steven L. Childers

Name:  Steven L. Childers

Title:  SVP / CFO

SUREWEST TELEPHONE, as a Guarantor, Grantor and Issuer

By:  /s/ Steven L. Childers

Name:  Steven L. Childers

Title:  SVP / CFO

SUREWEST KANSAS HOLDINGS, INC., as a Guarantor, Grantor and Issuer

By:  /s/ Steven L. Childers

Name:  Steven L. Childers

Title:  SVP / CFO

SUREWEST KANSAS CONNECTIONS, LLC, as a Guarantor, Grantor and Issuer

By:  /s/ Steven L. Childers

Name:  Steven L. Childers

Title:  SVP / CFO

SUREWEST KANSAS LICENSES, LLC, as a Guarantor, Grantor and Issuer

By:  /s/ Steven L. Childers

Name:  Steven L. Childers

Title:  SVP / CFO

SUREWEST KANSAS OPERATIONS, LLC, as a Guarantor, Grantor and Issuer

By:  /s/ Steven L. Childers

Name:  Steven L. Childers

Title:  SVP / CFO

SUREWEST KANSAS PURCHASING, LLC, as a Guarantor, Grantor and Issuer

By:  /s/ Steven L. Childers

Name:  Steven L. Childers

Title:  SVP / CFO

SUREWEST FIBER VENTURES, LLC, as a Guarantor, Grantor and Issuer

By:  /s/ Steven L. Childers

Name:  Steven L. Childers

Title:  SVP / CFO

BORROWER:

CONSOLIDATED COMMUNICATIONS, INC., as Borrower and Grantor

By:  /s/ Steven L. Childers

Name:  Steven L. Childers

Title:  SVP / CFO

ADMINISTRATIVE AGENT:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent

By:   /s/ Steven L. Childers

Name: Daniel R. Van Aken

Title: Director

EX-4.2

Exhibit 4.2

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 3, 2012, among SureWest Communications, SureWest Long Distance, SureWest Communications, Inc., SureWest Broadband, SureWest TeleVideo, SureWest Kansas, Inc., SureWest Telephone, SureWest Kansas Holdings, Inc., SureWest Kansas Connections, LLC, SureWest Kansas Licenses, LLC, SureWest Kansas Operations, LLC, SureWest Kansas Purchasing, LLC and SureWest Fiber Ventures, LLC (each, a “Guaranteeing Subsidiary”), each a subsidiary of Consolidated Communications, Inc., an Illinois corporation (or its permitted successor) (the “Company”), and Wells Fargo Bank, National Association, a national banking association (or its permitted successor), as trustee under the Indenture referred to below (the “Trustee”).  Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture.

W I T N E S S E T H

WHEREAS, the Company and the other Guarantors party thereto have heretofore executed and delivered an Indenture, dated as of May 30, 2012, as amended by a First Supplemental Indenture, dated as of July 2, 2012 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), providing for the issuance by the Company of its 10.875% Senior Notes due 2020 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances a Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Guaranteeing Subsidiary shall, subject to Article 10 of the Indenture, unconditionally guarantee the Notes on the terms and conditions set forth therein (the “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree as follows for the equal and ratable benefit of the Holders as follows:

ARTICLE 1

DEFINITIONS

Section 1.1Defined Terms.  As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined.  The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE 2

AGREEMENT TO GUARANTEE

Section 2.1Agreement to be Bound.  Each Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.

Section 2.2Guarantee.  Each Guaranteeing Subsidiary agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Guaranteed Obligations pursuant to Article 10 of the Indenture on a senior basis.

ARTICLE 3

MISCELLANEOUS

Section 3.1Execution and Delivery.  Each Guaranteeing Subsidiary agrees that the Note Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the Note Guarantee.

Section 3.2Benefits Acknowledged.  Each Guaranteeing Subsidiary’s Note Guarantee is subject to the terms and conditions set forth in the Indenture.  Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to its Note Guarantee and this Supplemental Indenture are knowingly made in contemplation of such benefits.

Section 3.3Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

Section 3.4Severability.  In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

Section 3.5Guaranteeing Subsidiary May Consolidate, Etc., on Certain Terms.  No Guaranteeing Subsidiary may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into, any Person other than as set forth in Section 10.04 of the Indenture.

Section 3.6Release.  Each Guaranteeing Subsidiary’s Note Guarantee shall be released as set forth in Section 10.05 of the Indenture.

Section 3.7No Recourse Against Others. Pursuant to Section 12.07 of the Indenture, no director, officer, employee, incorporator or stockholder of any Guaranteeing Subsidiary shall have any liability for any obligations of the Guaranteeing Subsidiaries under the Notes, the Indenture, this Supplemental Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. This waiver and release are part of the consideration for the Note Guarantee.

Section 3.8Governing Law.  THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

Section 3.9Waiver of Jury Trial.  EACH GUARANTEEING SUBSIDIARY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

-2-

Section 3.10Counterparts.  The parties may sign any number of copies of this Supplemental Indenture (including by electronic transmission).  Each signed copy shall be an original, but all of them together represent the same agreement.  The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes.  Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 3.11Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

Section 3.12Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.

[SIGNATURE PAGES FOLLOWS]

-3-

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

CONSOLIDATED COMMUNICATIONS, INC.
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

SUREWEST COMMUNICATIONS
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

SUREWEST LONG DISTANCE
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

SUREWEST COMMUNICATIONS, INC.
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

SUREWEST BROADBAND
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

[Signature Page to Supplemental Indenture]

SUREWEST TELEVIDEO
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

SUREWEST KANSAS, INC.
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

SUREWEST TELEPHONE
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

SUREWEST KANSAS HOLDINGS, INC.
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

SUREWEST KANSAS CONNECTIONS, LLC
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

[Signature Page to Supplemental Indenture]

SUREWEST KANSAS LICENSES, LLC
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

SUREWEST KANSAS OPERATIONS, LLC
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

SUREWEST KANSAS PURCHASING, LLC
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

SUREWEST FIBER VENTURES, LLC
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Gregory S. Clarke
	Name:	Gregory S. Clarke
	Title:	Vice President

[Signature Page to Supplemental Indenture]

EX-4.3

Exhibit 4.3

$300,000,000

CONSOLIDATED COMMUNICATIONS, INC.

10.875% SENIOR NOTES DUE 2020

JOINDER TO REGISTRATION RIGHTS AGREEMENT

August 3, 2012

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Ladies and Gentlemen:

Reference is made to the Registration Rights Agreement dated as of May 30, 2012, as supplemented by a Joinder Agreement dated July 2, 2012 (the “Registration Rights Agreement”), among Consolidated Communications, Inc. (as successor to Consolidated Communications Finance Co.), the Guarantors named therein and Morgan Stanley & Co. LLC.  Capitalized terms used in this Joinder Agreement without definition have the respective meanings given to them in the Registration Rights Agreement.

The undersigned Guarantors hereby agree, on a joint and several basis, to accede to the terms of the Registration Rights Agreement and to undertake and perform all of the obligations of the “Guarantors” set forth therein as though the undersigned Guarantors had entered into the Registration Rights Agreement on the Closing Date and been named as “Guarantors” therein.  The undersigned Guarantors agree that such obligations include, without limitation, (a) all of the obligations of the Guarantors to perform and comply with all of the agreements thereof contained in the Registration Rights Agreement, including the obligation to pay Additional Interest, and (b) the Guarantors’ indemnification and other obligations contained in Section 6 of the Registration Rights Agreement.  Each of the undersigned Guarantors acknowledges and agrees that all references to the Guarantors in the Registration Rights Agreement shall include the undersigned Guarantors and that the undersigned Guarantors shall be bound by all provisions of the Registration Rights Agreement containing such references.

THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

This Joinder Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page by facsimile, e-mail or other electronic means shall be effective as delivery of a manually executed counterpart.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date first written above.

SUREWEST COMMUNICATIONS
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

SUREWEST LONG DISTANCE
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

SUREWEST COMMUNICATIONS, INC.
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

SUREWEST BROADBAND
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

SUREWEST TELEVIDEO
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

[Signature Page to Form of Joinder to Registration Rights Agreement]

SUREWEST KANSAS, INC.
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

SUREWEST TELEPHONE
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

SUREWEST KANSAS HOLDINGS, INC.
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

SUREWEST KANSAS CONNECTIONS, LLC
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

SUREWEST KANSAS LICENSES, LLC
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

[Signature Page to Form of Joinder to Registration Rights Agreement]

SUREWEST KANSAS OPERATIONS, LLC
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

SUREWEST KANSAS PURCHASING, LLC
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

SUREWEST FIBER VENTURES, LLC
By:	/s/ Steven L. Childers
	Name:	Steven L. Childers
	Title:	Senior Vice President and Chief Financial Officer

[Signature Page to Form of Joinder to Registration Rights Agreement]