Windstream Services, LLC Sample Contracts

Windstream Services, LLC Windstream Finance Corp. 8.75% SENIOR NOTES DUE 2024 Indenture Dated as of December 13, 2017 U.S. Bank National Association, as Trustee
Windstream Services, LLC • December 18th, 2017 • Telephone communications (no radiotelephone) • New York

INDENTURE dated as of December 13, 2017 among Windstream Services, LLC, a Delaware limited liability company, Windstream Finance Corp., a Delaware corporation, the Guarantors (as defined below) listed on the signature pages hereto and U.S. Bank National Association, a national banking association organized under the laws of the United States, as Trustee.

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • May 7th, 2015 • Windstream Services, LLC • Telephone communications (no radiotelephone) • New York

First Supplemental Indenture (this “Supplemental Indenture”), dated as of March 2, 2015, among Windstream Services, LLC (as successor to Windstream Corporation), a Delaware limited liability company (the “Company”), Windstream Finance Corp., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the subsidiaries of the Company listed on Schedule I hereto (the “Guarantors”), and U.S. Bank National Association, a national banking association organized under the laws of the United States, as trustee under the Indenture referred to below (the “Trustee”).

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Windstream Services, LLC Windstream Finance Corp. 8.625% SENIOR FIRST LIEN NOTES DUE 2025 Indenture Dated as of November 6, 2017 U.S. Bank National Association, as Trustee and as Notes Collateral Agent
Indenture • November 13th, 2017 • Windstream Services, LLC • Telephone communications (no radiotelephone) • New York

INDENTURE dated as of November 6, 2017 among Windstream Services, LLC, a Delaware limited liability company, Windstream Finance Corp., a Delaware corporation, the Guarantors (as defined below) listed on the signature pages hereto and U.S. Bank National Association, a national banking association organized under the laws of the United States, as Trustee and as Notes Collateral Agent.

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MASTER LEASE Among CSL NATIONAL, LP and THE ENTITIES SET FORTH ON SCHEDULE 1, collectively, as Landlord and WINDSTREAM HOLDINGS, INC., as Tenant Dated as of April 24, 2015
Master Lease • April 27th, 2015 • Windstream Services, LLC • Telephone communications (no radiotelephone) • New York

This MASTER LEASE (the “Master Lease”) is entered into as of April 24, 2015, by and among CSL NATIONAL, LP, a Delaware limited partnership (“CS&L National”, and THE ENTITIES SET FORTH ON SCHEDULE 1 ATTACHED HERETO (collectively, together with CS&L National and their respective permitted successors and assigns, “Landlord”), and WINDSTREAM HOLDINGS, INC., a Delaware corporation (together with its permitted successors and assigns, “Tenant”).

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EMPLOYMENT AGREEMENT BETWEEN WINDSTREAM HOLDINGS, INC. AND ANTHONY W. THOMAS
Employment Agreement • December 12th, 2014 • Windstream Corp • Telephone communications (no radiotelephone) • Arkansas

This Employment Agreement (this “Agreement”) is made, entered into, and is effective as of December 11, 2014 (the “Effective Date”), by and between Windstream Holdings, Inc., a Delaware corporation (“Windstream”), and Anthony W. Thomas (the “Executive”). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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WAIVER AND RELEASE AGREEMENT
Waiver and Release Agreement • May 9th, 2017 • Windstream Services, LLC • Telephone communications (no radiotelephone) • Arkansas

THIS WAIVER AND RELEASE AGREEMENT (“Waiver and Release”) is entered into by and between Sarah E. Day (“Executive”) and Windstream Holdings, Inc. (the “Company” or "Windstream") (collectively, the “Parties”).

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RECOGNITION AGREEMENT
Recognition Agreement • April 27th, 2015 • Windstream Services, LLC • Telephone communications (no radiotelephone) • New York

This Recognition Agreement (this “Agreement”) dated as of April 24, 2015, is entered into by and among CSL NATIONAL, LP, a Delaware limited partnership (“CS&L”), and THE OTHER LANDLORD ENTITIES SET FORTH ON THE SIGNATURE PAGE HERETO (together with CS&L, collectively, “Landlord”), WINDSTREAM HOLDINGS, INC., a Delaware corporation (“Tenant”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent (“Administrative Agent”) on behalf of the Lenders (as hereinafter defined).

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SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • May 7th, 2015 • Windstream Services, LLC • Telephone communications (no radiotelephone) • New York

Second Supplemental Indenture (this “Supplemental Indenture”), dated as of March 2, 2015, among Windstream Services, LLC (as successor to Windstream Corporation), a Delaware limited liability company (the “Company”), Windstream Finance Corp., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the subsidiaries of the Company listed on Schedule I hereto (the “Guarantors”), and U.S. Bank National Association, a national banking association organized under the laws of the United States, as trustee under the Indenture referred to below (the “Trustee”).

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FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • December 12th, 2017 • Windstream Services, LLC • Telephone communications (no radiotelephone) • New York

This FOURTH SUPPLEMENTAL INDENTURE, dated as of December 6, 2017 (this “Supplemental Indenture”), among Windstream Services, LLC, a Delaware limited liability company (as successor to Windstream Corporation) (the “Company”), Windstream Finance Corp. (the “Co-Issuer” and, together with the Company, the “Issuers”), the other subsidiaries of the Company party hereto (the “Guarantors”) and U.S. Bank National Association, a national banking association organized under the laws of the United States, solely in its capacity as trustee under the Indenture referred to below (the “Trustee”).

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Contract
Credit Agreement • May 9th, 2017 • Windstream Services, LLC • Telephone communications (no radiotelephone) • New York

TRANCHE B-7 REFINANCING AMENDMENT (this “Refinancing Amendment”), dated as of February 17, 2017, to the Sixth Amended and Restated Credit Agreement originally dated as of July 17, 2006 and amended and restated as of April 24, 2015 (as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) among Windstream Services, LLC, a Delaware limited liability company (the “Borrower”), the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the “Administrative Agent”), and the other agents party thereto.

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d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the relevant Class of the details thereof and of such Lender’s portion of each resulting Borrowing. (e) If the Borrower fails to...
Possession Credit Agreement • March 18th, 2019 • Windstream Services, LLC • Telephone communications (no radiotelephone) • New York

Reference is hereby made to the Superpriority Secured Debtor-In-Possession Credit Agreement dated as of March 13, 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Windstream Services, LLC, a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code, Windstream Holdings, Inc., a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code, each Guarantor from time to time party thereto, each Guarantor on the Closing Date, a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code, each lender from time to time party thereto, Citibank, N.A., as Administrative Agent and Collateral Agent and the other agents party thereto.

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Contract
Incremental Amendment • May 9th, 2017 • Windstream Services, LLC • Telephone communications (no radiotelephone) • New York

THIRD TRANCHE B-6 INCREMENTAL AMENDMENT (this “Incremental Amendment”) dated as of February 27, 2017, to the Sixth Amended and Restated Credit Agreement originally dated as of July 17, 2006 and amended and restated as of April 24, 2015 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement as amended hereby, the “Amended Credit Agreement”) among Windstream Services, LLC, a Delaware limited liability company (the “Borrower”), the lenders party thereto, JPMorgan Chase Bank, N.A. (“JPMCB”), as administrative agent and collateral agent (in such capacities, the “Administrative Agent”), and the other agents party thereto.

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • April 27th, 2015 • Windstream Services, LLC • Telephone communications (no radiotelephone) • Delaware
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EMPLOYMENT AGREEMENT BETWEEN WINDSTREAM HOLDINGS, INC., WINDSTREAM SERVICES, LLC, AND ANTHONY W. THOMAS
Employment Agreement • February 22nd, 2019 • Windstream Services, LLC • Telephone communications (no radiotelephone) • Arkansas

This Employment Agreement (this “Agreement”), effective as of February 19, 2019 (the “Effective Date”), is entered into by and between Windstream Holdings, Inc., a Delaware corporation (“Windstream” or the “Corporation”), Windstream Services, LLC, a Delaware limited liability company (“Services”), and Anthony W. Thomas (the “Executive”). References to Windstream or the Corporation include Services, as applicable. This Agreement replaces and supersedes the Employment Agreement dated September 1, 2017. In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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Contract
Credit Agreement • March 30th, 2016 • Windstream Services, LLC • Telephone communications (no radiotelephone) • New York

TRANCHE B-6 INCREMENTAL AMENDMENT (this “Incremental Amendment”) dated as of March 29, 2016, to the Sixth Amended and Restated Credit Agreement originally dated as of July 17, 2006 and amended and restated as of April 24, 2015 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) among Windstream Services, LLC, a Delaware limited liability company (the “Borrower”), the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the “Administrative Agent”), and the other agents party thereto.

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A Delaware Limited Liability Company OPERATING AGREEMENT
Operating Agreement • May 7th, 2015 • Windstream Services, LLC • Telephone communications (no radiotelephone) • Delaware

THIS OPERATING AGREEMENT is made and entered into as of the 28th day of February, 2015, by Windstream Holdings, Inc., a Delaware corporation (the “Member”).

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SEVENTH SUPPLEMENTAL INDENTURE
Seventh Supplemental Indenture • May 7th, 2015 • Windstream Services, LLC • Telephone communications (no radiotelephone) • New York

Seventh Supplemental Indenture (this “Supplemental Indenture”), dated as of March 2, 2015, among Windstream Services, LLC (as successor to Windstream Corporation), a Delaware limited liability company (the “Company”), Windstream Finance Corp., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the subsidiaries of the Company listed on Schedule I hereto (the “Guarantors”), and U.S. Bank National Association, a national banking association organized under the laws of the United States, as trustee under the Indenture referred to below (the “Trustee”).

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THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • November 13th, 2017 • Windstream Services, LLC • Telephone communications (no radiotelephone) • New York

This THIRD SUPPLEMENTAL INDENTURE, dated as of November 6, 2017 (this “Supplemental Indenture”), among Windstream Services, LLC, a Delaware limited liability company (as successor to Windstream Corporation) (the “Company”), Windstream Finance Corp. (the “Co-Issuer” and, together with the Company, the “Issuers”), the other subsidiaries of the Company party hereto (the “Guarantors”) and U.S. Bank National Association, a national banking association organized under the laws of the United States, solely in its capacity as trustee under the Indenture referred to below (the “Trustee”).

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Contract
Credit Agreement • March 1st, 2017 • Windstream Services, LLC • Telephone communications (no radiotelephone) • New York

SECOND TRANCHE B-6 INCREMENTAL AMENDMENT (this “Incremental Amendment”) dated as of December 2, 2016, to the Sixth Amended and Restated Credit Agreement originally dated as of July 17, 2006 and amended and restated as of April 24, 2015 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; the Existing Credit Agreement as amended hereby, the “Amended Credit Agreement”) among Windstream Services, LLC, a Delaware limited liability company (the “Borrower”), the lenders party thereto, JPMorgan Chase Bank, N.A. (“JPMCB”), as administrative agent and collateral agent (in such capacities, the “Administrative Agent”), and the other agents party thereto.

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LIMITED WAIVER TO CREDIT AGREEMENT
Credit Agreement • February 28th, 2019 • Windstream Services, LLC • Telephone communications (no radiotelephone) • New York

This Limited Waiver to Credit Agreement (this “Waiver”), dated as of February 21, 2019, is entered into by and among Windstream Services, LLC, a Delaware limited liability company (the “Borrower”), the other Loan Parties listed on the signature pages hereto, the Lenders listed on the signature pages hereto constituting the Required Revolving Lenders and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the “Administrative Agent”).

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Contract
Credit Agreement • March 1st, 2017 • Windstream Services, LLC • Telephone communications (no radiotelephone) • New York

TRANCHE B-6 REFINANCING AND INCREMENTAL AMENDMENT (this “Refinancing and Incremental Amendment”), dated as of September 30, 2016, to the Sixth Amended and Restated Credit Agreement originally dated as of July 17, 2006 and amended and restated as of April 24, 2015 (as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) among Windstream Services, LLC, a Delaware limited liability company (the “Borrower”), the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the “Administrative Agent”), and the other agents party thereto.

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Company Claims/Interests shall have all the rights of a Consenting Creditor (and Priority Non- Backstop Party, as applicable) under the Plan Support Agreement, as amended by this Second Amendment. 5. Survival. This Second Amendment shall be binding...
Support Agreement • June 9th, 2020 • Windstream Services, LLC • Telephone communications (no radiotelephone) • New York
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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • November 13th, 2017 • Windstream Services, LLC • Telephone communications (no radiotelephone) • New York

This FIRST SUPPLEMENTAL INDENTURE, dated as of November 8, 2017 (this “Supplemental Indenture”), among Windstream Services, LLC, a Delaware limited liability company (as successor to Windstream Corporation) (the “Company”), Windstream Finance Corp. (the “Co-Issuer” and, together with the Company, the “Issuers”), the other subsidiaries of the Company party hereto (the “Guarantors”) and U.S. Bank, National Association, as collateral agent (in such capacity, the “Collateral Agent”), and U.S. Bank, National Association, as trustee (in such capacity, the “Trustee”).

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SIXTH AMENDED AND RESTATED CREDIT AGREEMENT originally dated as of July 17, 2006 as amended and restated as of April 24, 2015 by and among WINDSTREAM SERVICES, LLC, formerly known as WINDSTREAM CORPORATION, The Lenders Party Hereto and JPMORGAN CHASE...
Security Agreement • April 27th, 2015 • Windstream Services, LLC • Telephone communications (no radiotelephone) • New York

AMENDED AND RESTATED SECURITY AGREEMENT originally dated as of July 17, 2006 and amended as of September 17, 2010 and August 11, 2011, as amended and restated as of April 24, 2015 as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among Windstream Services, LLC (formerly known as Windstream Corporation, and successor to ALLTEL Holding Corp.), as Borrower, the GUARANTORS party hereto and JPMORGAN CHASE BANK, N.A., as Collateral Agent.

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FIFTH SUPPLEMENTAL INDENTURE
Fifth Supplemental Indenture • November 9th, 2017 • Windstream Services, LLC • Telephone communications (no radiotelephone) • New York

This FIFTH SUPPLEMENTAL INDENTURE, dated as of November 5, 2017 (this “Supplemental Indenture”), among Windstream Services, LLC, a Delaware limited liability company (as successor to Windstream Corporation) (the “Company”), Windstream Finance Corp. (the “Co-Issuer” and, together with the Company, the “Issuers”), the other subsidiaries of the Company party hereto (the “Guarantors”) and U.S. Bank National Association, a national banking association organized under the laws of the United States, solely in its capacity as trustee under the Indenture referred to below (the “Trustee”).

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this Amendment. All such executed signature pages delivered pursuant to the terms of the Amendment shall be irrevocable; provided, that holders of First Lien Claims that submit signature pages after the Priority Non-Backstop Cap has been satisfied...
Plan Support Agreement • June 9th, 2020 • Windstream Services, LLC • Telephone communications (no radiotelephone)
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FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • November 9th, 2017 • Windstream Services, LLC • Telephone communications (no radiotelephone) • New York

This FOURTH SUPPLEMENTAL INDENTURE, dated as of November 5, 2017 (this “Supplemental Indenture”), among Windstream Services, LLC, a Delaware limited liability company (as successor to Windstream Corporation) (the “Company”), Windstream Finance Corp. (the “Co-Issuer” and, together with the Company, the “Issuers”), the other subsidiaries of the Company party hereto (the “Guarantors”) and U.S. Bank National Association, a national banking association organized under the laws of the United States, solely in its capacity as trustee under the Indenture referred to below (the “Trustee”).

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WHEREAS, litigation of the claims, counterclaims, and third party claims in the Adversary Proceeding to judgment will result in significant expenditures and allocation of resources by both Windstream and Uniti; WHEREAS, the Parties have engaged in...
Settlement Agreement • June 9th, 2020 • Windstream Services, LLC • Telephone communications (no radiotelephone) • New York
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Company Parties’ capital structure on the terms set forth in this Agreement and as specified in the term sheet attached as Exhibit C hereto (the “Restructuring Term Sheet” and, such transactions as described in the Restructuring Term Sheet, the...
Windstream Services, LLC • June 9th, 2020 • Telephone communications (no radiotelephone) • New York
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FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • November 13th, 2017 • Windstream Services, LLC • Telephone communications (no radiotelephone) • New York

This FOURTH SUPPLEMENTAL INDENTURE, dated as of November 6, 2017 (this “Supplemental Indenture”), among Windstream Services, LLC, a Delaware limited liability company (as successor to Windstream Corporation) (the “Company”), Windstream Finance Corp., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the other subsidiaries of the Company party hereto (the “Guarantors”) and U.S. Bank National Association, a national banking association organized under the laws of the United States, solely in its capacity as trustee under the Indenture referred to below (the “Trustee”).

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HOLDINGS AGREEMENT
Holdings Agreement • April 27th, 2015 • Windstream Services, LLC • Telephone communications (no radiotelephone) • New York

This HOLDINGS AGREEMENT (this “Agreement”) dated as of April 24, 2015, is entered into by and among WINDSTREAM HOLDINGS, INC., a Delaware corporation (“Tenant”), WINDSTREAM SERVICES, LLC (“Borrower”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent (“Administrative Agent”) on behalf of the Lenders (as hereinafter defined).

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INDEMNITY AGREEMENT
Indemnity Agreement • February 14th, 2014 • Windstream Corp • Telephone communications (no radiotelephone) • Delaware

THIS AGREEMENT (this “Agreement”) effective as of February 12, 2014, by and between Windstream Holdings, Inc., a Delaware corporation (“Holdings”) and Windstream Corporation, a Delaware corporation (“WIN Corp”; Holdings and WIN Corp are referred to individually as a “Corporation” and collectively as the “Corporations”), and the undersigned director or officer of one or both of the Corporations (the “Indemnified Party”).

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AMENDMENT AND CONSENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • August 16th, 2019 • Windstream Services, LLC • Telephone communications (no radiotelephone)

This AMENDMENT AND CONSENT NO. 1 TO CREDIT AGREEMENT (this “Consent”) is entered into as of August 14, 2019, by and among Windstream Services, LLC, a Delaware limited liability company and a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code (the “Borrower”), Windstream Holdings, Inc., a Delaware corporation and a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code (“Holdco”) as a Guarantor, the other Guarantors party hereto, each as a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code (together with Holdco, the “Guarantors”), the Lenders party hereto constituting at least the Required Lenders (the “Consenting Lenders”), and Citibank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent” and together with the Administrative Agent, the “Agent”).

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CHANGE‑IN‑CONTROL AND SEVERANCE AGREEMENT
Control and Severance Agreement • September 1st, 2017 • Windstream Services, LLC • Telephone communications (no radiotelephone)

This Change‑in‑Control and Severance Agreement (this “Agreement”), dated as of September 1, 2017 (the “Effective Date”), is made by and between Windstream Services, LLC, a Delaware Company (the “Company,” as defined below), and NAME (as hereinafter defined, “Executive”).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 25th, 2016 • Windstream Services, LLC • Telephone communications (no radiotelephone)

This Amendment (this “Amendment”), dated as of February 9, 2016 (the “Effective Date”), is made by and between Windstream Holdings, Inc., a Delaware corporation (“Windstream”) and Anthony W. Thomas (“Executive”).

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