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EX-4.17 3 tm2412846d12_ex4-17.htm EXHIBIT 4.17 Windstream Parent, Inc - Third Supplemental Indenture, dated as of September 18, 2024, between Windstream Services, Windstream Escrow Finance Corp, the subsidiary guarantors thereto and Wilmington Trust, National Association, as trustee and notes collateral agent, governing the 7.750% Senior First Lien Notes due 2028.

 

Exhibit 4.17

 

EXECUTION VERSION

 

 

THIRD SUPPLEMENTAL INDENTURE

 

Third Supplemental Indenture (this “Third Supplemental Indenture”), dated as of September 18, 2024, among Windstream Services, LLC, a Delaware limited liability company (the “Company” or the “Issuer”), Windstream Escrow Finance Corp., a Delaware corporation and a subsidiary of the Issuer (the “Co-Issuer,” and together with the Issuer, the “Issuers”), the parties that are signatories hereto as Guarantors (each, a “Guarantor”) and Wilmington Trust, National Association, a national banking association, as trustee (in such capacity, the “Trustee”) and notes collateral agent (in such capacity, the “Notes Collateral Agent”).

 

W I T N E S S E T H:

 

WHEREAS, Windstream Escrow LLC (the “Escrow Issuer”), the Co-Issuer, the Trustee and the Notes Collateral Agent, have heretofore executed and delivered an indenture dated as of August 25, 2020 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $1,400.0 million of 7.750% Senior First Lien Notes due 2028 (the “Notes”);

 

WHEREAS, the Issuers, the Guarantors, the Trustee, and the Notes Collateral Agent entered into that certain First Supplemental Indenture, dated as of September 21, 2020, to, among other things, evidence the assumption by the Issuer of all of the obligations of the Escrow Issuer under the Notes and the Indenture;

 

WHEREAS, subsequently thereto, the Issuer changed its legal name from Windstream Services II, LLC to Windstream Services, LLC;

 

WHEREAS, the Issuer, the Co-Issuer, the Trustee, the Notes Collateral Agent and Windstream Kinetic Fiber, LLC entered into that certain Second Supplemental Indenture, dated as of March 2, 2022, to add Windstream Kinetic Fiber, LLC as a Guarantor;

 

WHEREAS, the parties hereto desire to enter into this Third Supplemental Indenture to implement certain amendments to the Indenture as set forth herein;

 

WHEREAS, pursuant to the Company’s Consent Solicitation Statement dated September 11, 2024 (the “Statement”), the Company has solicited the consents of the Holders of the Notes to implement certain amendments to the Indenture as set forth herein;

 

WHEREAS, the Issuers have obtained the consent of Holders of at least a majority in principal amount of all the outstanding Notes issued under the Indenture, excluding any Notes held by the Issuers, the Guarantors or their Affiliates (the “Requisite Consents”);

 

 

 

 

WHEREAS, pursuant to Section 9.2 of the Indenture, the Trustee, the Notes Collateral Agent, the Issuers and the Guarantors are authorized to execute and deliver this Third Supplemental Indenture;

 

WHEREAS, each of the Issuers and the Guarantors has duly authorized entry into this Third Supplemental Indenture;

 

WHEREAS, this Third Supplemental Indenture shall be effective upon its execution by the Trustee, the Notes Collateral Agent, the Issuers and the Guarantors, and the amendments effected by this Third Supplemental Indenture shall become operative with respect to the Notes on the Payment Date (as defined herein) in accordance with Section 3 hereof; and

 

WHEREAS, all acts, conditions, proceedings and requirements necessary to make this Third Supplemental Indenture a valid, binding and legal agreement enforceable in accordance with its terms for the purposes expressed herein, in accordance with its terms, have been duly done and performed.

 

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

 

Article I

 

DEFINITIONS

 

Section 1.1          Defined Terms. As used in this Third 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 Third Supplemental Indenture refer to this Third Supplemental Indenture as a whole and not to any particular section hereof.

 

Article II

 

Modifications to Indenture

 

Section 2.1          Amendments. Subject to Section 3.1 hereof, the Indenture is hereby amended as set forth in the attached Exhibit A to this Third Supplemental Indenture by (x) deleting each term thereof which is reflected in strike-through font and (y) inserting each term thereof which is reflected in double underlined font, in each case, in the place where such term appears therein.

 

 

 

 

Section 2.2          Amendment of Definitions. Subject to Section 3.1 hereof, any defined terms present in the Indenture or the Notes but no longer used as a result of the amendments made by this Third Supplemental Indenture are hereby eliminated in the Indenture. The definition of any defined term used in the Indenture or the Notes where such definition is set forth in any of the sections or subsections of the Indenture that are eliminated by this Third Supplemental Indenture and the term it defines is still used elsewhere in the Indenture or the Notes after the amendments hereby become operative shall be deemed to become part of, and defined in, Section 1.1 of the Indenture. Such defined terms are to be in alphanumeric order within Section 1.1 of the Indenture.

 

Section 2.3          Amendment of Notes. Subject to Section 3.1 hereof, any of the terms or provisions present in the Notes that relate to any of the provisions of the Indenture as amended by this Third Supplemental Indenture shall also be amended, mutatis mutandis, so as to be consistent with the amendments made by this Third Supplemental Indenture.

 

Article III

 

MISCELLANEOUS

 

Section 3.1          Effectiveness of Third Supplemental Indenture. This Third Supplemental Indenture shall become effective and binding immediately upon the execution and delivery of this Third Supplemental Indenture by the Trustee, the Notes Collateral Agent, the Issuers and the Guarantors, and thereupon this Third Supplemental Indenture shall form a part of the Indenture for all purposes; provided however, notwithstanding anything in the Indenture or this Third Supplemental Indenture to the contrary, the amendments set forth herein shall become operative only upon and simultaneously with, and shall have no force and effect prior to, the Company’s cash payment to each Holder who has validly delivered and not validly revoked their consents, pursuant to the Statement (such payment, the “Consent Fee” and such date of payment, the “Payment Date”). For the avoidance of doubt, the payment of the Consent Fee is not a condition to the Third Supplemental Indenture becoming effective. The Issuers shall notify the Trustee in writing (which may be by email) of the occurrence of the Payment Date.

 

Section 3.2          Notices. All notices and other communications to the Issuers and the Guarantors shall be given as provided in the Indenture to the Issuers and the Guarantors.

 

Section 3.3          Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders, the Trustee and the Notes Collateral Agent, any legal or equitable right, remedy or claim under or in respect of this Third Supplemental Indenture or the Indenture or any provision herein or therein contained.

 

 

 

 

Section 3.4          Severability. In case any provision in this Third 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 3.5          Governing Law. This Third Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

 

Section 3.6          Counterparts. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The words “execution,” signed,” “signature” and words of like import in this Third Supplemental Indenture or in any other certificate, agreement or document related to this Third Supplemental Indenture shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif’ or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the UCC; notwithstanding anything herein to the contrary, neither the Trustee nor the Notes Collateral Agent is under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Trustee or the Notes Collateral Agent pursuant to reasonable procedures approved by the Trustee or the Notes Collateral Agent, as applicable.

 

Section 3.7          Headings. The headings of the Articles and the Sections in this Third Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

 

Section 3.8          The Trustee and the Notes Collateral Agent. The Trustee and the Notes Collateral Agent make no representation or warranty as to the validity or sufficiency of this Third Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

 

Section 3.9          Successors. All agreements of the Issuers and the Guarantors in this Third Supplemental Indenture shall bind their Successors, except as otherwise provided in this Third Supplemental Indenture. All agreements of the Trustee and the Notes Collateral Agent in this Third Supplemental Indenture shall bind its successors.

 

Section 3.10          Ratification 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 Third Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.

 

 

 

 

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

 

 WINDSTREAM SERVICES, LLC
as Issuer
   
By:/s/ Kristi Moody
  Name: Kristi Moody
  Title: Executive Vice President, General Counsel and Corporate Secretary

  

 WINDSTREAM ESCROW FINANCE CORP.
as Co-Issuer
   
By:/s/ Kristi Moody
  Name: Kristi Moody
  Title: Executive Vice President, General Counsel and Corporate Secretary

 

 EACH ENTITY LISTED ON SCHEDULE I HERETO
each, as a Guarantor
   
By:/s/ Kristi Moody
  Name: Kristi Moody
  Title: Executive Vice President, General Counsel and Corporate Secretary

  

[Signature Page to Third Supplemental Indenture]

 

 

 

 

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee
   
 By:/s/ Latoya S. Elvin
  Name: Latoya S. Elvin
  Title: Vice President

 

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Notes Collateral Agent
   
 By:/s/ Latoya S. Elvin
  Name: Latoya S. Elvin
  Title: Vice President

 

[Signature Page to Third Supplemental Indenture]

 

 

 

 

SCHEDULE 1

 

No. Entity State
1 BOB, LLC IL
2 Boston Retail Partners LLC MA
3 Broadview Networks of Virginia, Inc. VA
4 Buffalo Valley Management Services, Inc. DE
5 Business Telecom of Virginia, Inc. VA
6 Cavalier IP TV, LLC DE
7 Cavalier Telephone, L.L.C. VA
8 Choice One Communications of Connecticut Inc. (d/b/a One Communications) DE
9 Choice One Communications of Maine Inc. (d/b/a One Communications) DE
10 Choice One Communications of Massachusetts Inc. (d/b/a One Communications) DE
11 Choice One Communications of Ohio Inc. (d/b/a One Communications) DE
12 Choice One Communications of Rhode Island Inc. (d/b/a One Communications) DE

 

 

 

 

No. Entity State
13 Choice One Communications of Vermont Inc. (d/b/a One Communications) DE
14 Choice One of New Hampshire Inc. (d/b/a One Communications) DE
15 Cinergy Communications Company of Virginia, LLC (d/b/a One Communications) (f/k/a Cinergy Communications Company of Virginia, Inc.) VA
16 Conestoga Enterprises, Inc. PA
17 Conestoga Management Services, Inc. DE
18 Connecticut Broadband, LLC (d/b/a One Communications) CT
19 Conversent Communications of Connecticut, LLC CT
20 Conversent Communications of Maine, LLC ME
21 Conversent Communications of Massachusetts, Inc. MA
22 Conversent Communications of New Hampshire, LLC NH
23 Conversent Communications of Rhode Island, LLC RI
24 CTC Communications of Virginia, Inc. VA
25 D&E Communications, LLC DE
26 D&E Management Services, Inc. NV

 

 

 

 

No. Entity State
27 Oklahoma Windstream, LLC OK
28 PaeTec Communications of Virginia, LLC VA
29 PAETEC iTel, L.L.C. NC
30 PAETEC, LLC DE
31 Talk America of Virginia, LLC VA
32 Teleview, LLC GA
33 Texas Windstream, LLC TX
34 US LEC of Alabama LLC NC
35 US LEC of Florida LLC NC
36 US LEC of South Carolina LLC DE
37 US LEC of Tennessee LLC DE
38 US LEC of Virginia L.L.C. DE
39 US Xchange Inc. DE
40 US Xchange of Illinois, L.L.C. DE
41 US Xchange of Michigan, L.L.C. DE
42 US Xchange of Wisconsin, L.L.C. DE

 

 

 

 

No. Entity State
43 Valor Telecommunications of Texas, LLC DE
44 Windstream Alabama, LLC AL
45 Windstream Arkansas, LLC DE
46 Windstream Cavalier, LLC DE
47 Windstream Communications Kerrville, LLC TX
48 Windstream Communications Telecom, LLC TX
49 Windstream Eagle Services, LLC DE
50 Windstream East Texas, LLC TX
51 Windstream EN-TEL, LLC MN
52 Windstream Enterprise Holdings, LLC (f/k/a PAETEC Holding, LLC) DE
53 Windstream Escrow Finance Corp. DE
55 Windstream Intellectual Property Services, LLC DE
56 Windstream Iowa Communications, LLC DE
57 Windstream Iowa-Comm, LLC IA
58 Windstream KDL-VA, LLC VA
59 Windstream Kinetic Fiber, LLC DE

 

 

 

 

No. Entity State
60 Windstream Lakedale Link, LLC MN
61 Windstream Lakedale, Inc. MN
62 Windstream Leasing, LLC DE
63 Windstream Lexcom Entertainment, LLC NC
64 Windstream Long Distance, LLC DE
65 Windstream Montezuma, LLC IA
66 Windstream NorthStar, LLC MN
67 Windstream NuVox Arkansas, LLC DE
68 Windstream NuVox Illinois, LLC DE
69 Windstream NuVox Indiana, LLC DE
70 Windstream NuVox Kansas, LLC DE
71 Windstream NuVox Oklahoma, LLC DE
72 Windstream Oklahoma, LLC OK
73 Windstream South Carolina, LLC SC
74 Windstream Supply, LLC OH
75 XETA Technologies, Inc. OK

 

 

 

 

Exhibit A