Item 1.01 Entry into a Material Definitive Agreement
Fifth Supplemental Indenture
On November 5, 2017, Windstream Services, LLC (the “
Company
”) entered into an indenture, dated as of November 5, 2017 (the “
Fifth Supplemental Indenture
”), among the Company, Windstream Finance Corp., certain other subsidiaries of the Company party thereto, and U.S. Bank National Association, as trustee, amending and supplementing the indenture, dated as of October 6, 2010 (the “
2020 Notes Base Indenture
”), among the Windstream Corporation (as predecessor to the Company), the guarantors party thereto, and U.S. Bank National Association, as trustee.
The Fifth Supplemental Indenture gives effect to the consents and waivers set forth in the Company’s Consent Solicitation Statement, dated as of October 18, 2017 (as amended and supplemented prior to the date of the Fifth Supplemental Indenture, the “
Consent Solicitation Statement
”) and amended certain terms and provisions of the 2020 Notes Base Indenture. The Fifth Supplemental Indenture provides for a waiver with respect to (1) any Default or Event of Default (as such terms are defined in the 2020 Notes Base Indenture) under the 2020 Notes Base Indenture that is alleged to have, has or may have arisen under the 2020 Notes Base Indenture in connection with, related to or as a result of the consummation or performance of the Spin-Off Transactions (as defined in the Fifth Supplemental Indenture) and (2) any Default or Event of Default under the 2020 Notes Base Indenture that is alleged to have, has or may have arisen u as a result of a Default or Event of Default described in the foregoing.
The description of the Fifth Supplemental Indenture is qualified in its entirety by the terms of such agreement, which is incorporated by reference and attached to this report as Exhibit 4.1.
Fourth Supplemental Indenture
On November 5, 2017, the Company entered into an indenture, dated as of November 5, 2017 (the “
Fourth Supplemental Indenture
”), among the Company, Windstream Finance Corp., certain other subsidiaries of the Company party thereto, and U.S. Bank National Association, as trustee, amending and supplementing the indenture, dated as of March 16, 2011 (the “
2023 Notes Base Indenture
”), dated as of March 16, 2011, among the Windstream Corporation (as predecessor to the Company), the guarantors party thereto, and U.S. Bank National Association, as trustee.
The Fourth Supplemental Indenture gives effect to the consents and waivers set forth in the Company’s Consent Solicitation Statement, and amended certain terms and provisions of the 2023 Notes Base Indenture. The Fourth Supplemental Indenture provides for a waiver with respect to (1) any Default or Event of Default (as such terms are defined in the 2020 Notes Base Indenture) under the 2023 Notes Base Indenture that is alleged to have, has or may have arisen under the 2023 Notes Base Indenture in connection with, related to or as a result of the consummation or performance of the Spin-Off Transactions (as defined in the Fourth Supplemental Indenture) and (2) any Default or Event of Default under the 2023 Notes Base Indenture that is alleged to have, has or may have arisen u as a result of a Default or Event of Default described in the foregoing.
The description of the Fourth Supplemental Indenture is qualified in its entirety by the terms of such agreement, which is incorporated by reference and attached to this report as Exhibit 4.2.