Summary of CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

Item 1.01. Entry into a Material Definitive Agreement.

On December 4, 2012, Consolidated Communications Holdings, Inc. (the "Company") and certain of its subsidiaries entered into a Second Amendment and Incremental Facility Agreement (the "Second Amendment") with Wells Fargo Bank, National Association, as administrative agent, and certain other lenders. The Second Amendment further amended the Company's Amended and Restated Credit Agreement, dated June 8, 2011, which was first amended as of February 17, 2012.

Under the terms of the Second Amendment, the Company issued incremental term loans in the aggregate amount of $515.0 million, with a maturity date of December 31, 2018, and used the proceeds, in part, to (i) pay off outstanding term loans in the amount of $467.4 million which were scheduled to mature on December 31, 2014 and (ii) pay down the outstanding revolver of $35.0 million. Pricing and other terms included the following:

· The terms, conditions and covenants of the new incremental term loan facility are materially consistent with those in the existing Amended and Restated Credit Agreement.

· The new incremental term loan facility has an interest rate of LIBOR plus 4.00% with a 1.25% LIBOR floor. The effective yield factoring in the OID is approximately 5.50%. The debt will be amortized at the same 1.0% rate that the 2014 maturities were.

· The incremental term loan basket was re-set, such that the Company has the ability to borrow an additional $300 million of incremental term loans.

The foregoing description of the Second Amendment is qualified in its entirety by the terms of the Second Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

A copy of the news release issued by the Company on December 4, 2012 announcing the Second Amendment is included as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)      Exhibits.

Exhibit No.   Description

10.1          Second Amendment and Incremental Facility Agreement, dated as of
              December 4, 2012, by and among the Company; Consolidated
              Communications, Inc., as Borrower; Consolidated Communications
              Enterprise Services, Inc.; Consolidated Communications Services
              Company; Consolidated Communications of Fort Bend Company;
              Consolidated Communications of Texas Company; Consolidated
              Communications of Pennsylvania Company, LLC; 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; SureWest Fiber
              Ventures, LLC; the lenders referred to therein; and Wells Fargo Bank,
              National Association, as administrative agent.

99.1          Press Release dated December 4, 2012