UNITI GROUP INC., as Issuer AND THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, as Guarantors AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of December 12, 2022 7.50% Convertible Senior Notes due 2027Indenture • December 12th, 2022 • Uniti Group Inc. • Real estate investment trusts • New York
INDENTURE dated as of December 12, 2022 among Uniti Group Inc., a Maryland corporation, as issuer (the “Company”, as more fully set forth in Section 1.01), and the Guarantors listed on the signature pages hereto, and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
COMMUNICATIONS SALES & LEASING, INC., CSL CAPITAL, LLC, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 15, 2016 7.125% SENIOR NOTES DUE 2024Indenture • December 15th, 2016 • Communications Sales & Leasing, Inc. • Real estate investment trusts • New York
INDENTURE, dated as of December 15, 2016, among Communications Sales & Leasing, Inc., a Maryland corporation (“CS&L,” or the “Issuer”), CSL Capital, LLC, a Delaware limited liability company (the “Co-Issuer” and, together with CS&L, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee.
UNITI GROUP LP, UNITI GROUP FINANCE 2019 INC., UNITI FIBER HOLDINGS INC., CSL CAPITAL, LLC, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee and as Collateral Agent INDENTURE Dated as of February...Indenture • February 14th, 2023 • Uniti Group Inc. • Real estate investment trusts • New York
INDENTURE, dated as of February 14, 2023, among Uniti Group LP, a Delaware limited partnership (“Uniti,” or the “Company”), Uniti Group Finance 2019 Inc., a Delaware corporation (“Uniti Group Finance”), Uniti Fiber Holdings Inc., a Delaware Corporation (“Uniti Fiber Holdings”), CSL Capital, LLC, a Delaware limited liability company (“CSL Capital” and, together with Uniti, Uniti Group Finance and Uniti Fiber Holdings, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee and as Collateral Agent.
Uniti Group Inc. 16,981,133 Shares Common Stock ($0.0001 par value) Underwriting AgreementUniti Group Inc. • April 25th, 2017 • Real estate investment trusts • New York
COMMUNICATIONS SALES & LEASING, INC., CSL CAPITAL, LLC, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 24, 2015 8.25% SENIOR NOTES DUE 2023Indenture • April 27th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • New York
INDENTURE, dated as of April 24, 2015, among Communications Sales & Leasing, Inc., a Maryland corporation (“CS&L,” or the “Issuer”), CSL Capital, LLC, a Delaware limited liability company (the “Co-Issuer” and, together with CS&L, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee.
UNITI GROUP LP, UNITI GROUP FINANCE 2019 INC., CSL CAPITAL, LLC, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee and as Collateral Agent INDENTURE Dated as of April 20, 2021 4.750% SENIOR SECURED...Indenture • April 20th, 2021 • Uniti Group Inc. • Real estate investment trusts • New York
INDENTURE, dated as of April 20, 2021, among Uniti Group LP, a Delaware limited partnership (“Uniti,” or the “Company”), Uniti Group Finance 2019 Inc., a Delaware corporation (“Uniti Group Finance”), CSL Capital, LLC, a Delaware limited liability company (“CSL Capital” and, together with Uniti and Uniti Group Finance, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee and as Collateral Agent.
ATM EQUITY OFFERINGSM SALES AGREEMENTEquity Offeringsm Sales Agreement • September 6th, 2016 • Communications Sales & Leasing, Inc. • Real estate investment trusts • New York
Communications Sales & Leasing, Inc. 14,681,071 Shares Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • June 24th, 2016 • Communications Sales & Leasing, Inc. • Real estate investment trusts • New York
The stockholder named in Schedule II hereto (the “Selling Stockholder”) proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. (the “Representative”) is acting as representatives, 14,681,071 shares of common stock, $0.0001 par value, of Communications Sales & Leasing, Inc. a corporation organized under the laws of Maryland (the “Company”), (“Common Stock”) (said shares to be sold by the Selling Stockholder being hereinafter called the “Underwritten Securities”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to 2,202,160 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriters, and the terms Representa
COMMUNICATIONS SALES & LEASING, INC., CSL CAPITAL, LLC, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and as Collateral Agent INDENTURE Dated as of April 24, 2015 6.00% SENIOR SECURED NOTES...Communications Sales & Leasing, Inc. • April 27th, 2015 • Real estate investment trusts • New York
INDENTURE, dated as of April 24, 2015, among Communications Sales & Leasing, Inc., a Maryland corporation (“CS&L,” or the “Issuer”), CSL Capital, LLC, a Delaware limited liability company (the “Co-Issuer” and, together with CS&L, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee and as Collateral Agent.
SEVERANCE AGREEMENTSeverance Agreement • February 28th, 2023 • Uniti Group Inc. • Real estate investment trusts • Arkansas
This Severance Agreement (the “Agreement”), dated as of _____________ (the “Effective Date”), is made by and between Uniti Group Inc., a Maryland corporation (the “Corporation”), and _____________ (“Executive”).
AMENDMENT NO. 8Credit Agreement • March 27th, 2023 • Uniti Group Inc. • Real estate investment trusts • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of April 24, 2015 among Uniti Group Inc. (f/k/a Communications Sales & Leasing, Inc.), a Maryland corporation (“Holdings”), Uniti Group LP, a Delaware limited partnership (the “Assumed Borrower” or “Parent”), Uniti Group Finance 2019 Inc. (f/k/a Uniti Group Finance Inc.), a Delaware corporation (“FinCo”), CSL CAPITAL, LLC (“CSL Capital” and, collectively with the Assumed Borrower and FinCo, the “Borrowers”), the Guarantors party hereto from time to time, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and Bank of America, N.A. (“Bank of America”), as Administrative Agent (this and each other capitalized term used in the introduction and preliminary statements to this agreement having the respective meanings given to them in Article 1), Collateral Agent, the Swing Line Lender and an L/C Issuer.
Uniti Group Inc. Common Stock ($0.0001 par value) ATM EQUITY OFFERINGSM SALES AGREEMENTEquity Offeringsm Sales Agreement • June 22nd, 2020 • Uniti Group Inc. • Real estate investment trusts • New York
Dealer Name] [Dealer Address] June [25]1[27]2, 2019Letter Agreement • June 28th, 2019 • Uniti Group Inc. • Real estate investment trusts
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Uniti Group Inc. (“Company”) to [Dealer Name] (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
LIMITED PARTNERSHIP AGREEMENT OF CSL NATIONAL, LPLimited Partnership Agreement • February 10th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • Delaware
This LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) is made and entered into as of the 17th day of October 2014, by and among CSL National GP, LLC, a Delaware limited liability company, as the general partner (the “General Partner”), and CSL Capital, LLC, a Delaware limited liability company, as the limited partner, and each other person (as hereinafter defined) who subsequently becomes a signatory to this Agreement as a limited partner (collectively, the “Limited Partners”). References in this Agreement to “Partner” or “Partners” shall be references to one or more parties to this Agreement.
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 [ ]Master Lease • March 12th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • New York
This MASTER LEASE (the “Master Lease”) is entered into as of [ ], 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”).
Stockholder’s and Registration Rights Agreement by and between Windstream Services, LLC and Communications Sales & Leasing, Inc. Dated as of April 24, 2015S and Registration Rights Agreement • April 27th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • New York
This Stockholder’s and Registration Rights Agreement (this “Agreement”) is made as of April 24, 2015 by and between Windstream Services, LLC, a Delaware limited liability company (“Windstream”), and Communications Sales & Leasing, Inc., a Maryland corporation and wholly owned subsidiary of Windstream (“CS&L”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1.01.
RECOGNITION AGREEMENTRecognition Agreement • April 27th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • 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).
WHOLESALE MASTER SERVICES AGREEMENTWholesale Master Services Agreement • April 27th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • Arkansas
THIS WHOLESALE MASTER SERVICES AGREEMENT consists of (in order of precedence) any Statement of Work (“SOW”), any Service Order (“SO”), Service Schedules, the Billing Agreement and any additional Schedules or Exhibits (each, an “Attachment”) and this agreement (all of which are incorporated herein by reference, collectively the “Agreement”) as of the Effective Date listed below between Windstream Communications, Inc., a Delaware corporation, affiliate(s), with offices at 4001 North Rodney Parham Road, Little Rock, AR 72212 (“WIN”)1 and Talk America Services, LLC (“Customer”). Customer and WIN shall individually be referred to as “Party” and collectively as the “Parties”.
MASTER SERVICES AGREEMENT Between Windstream Services, LLC And Talk America Services, LLC Proprietary and ConfidentialMaster Services Agreement • April 27th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • Arkansas
This Master Services Agreement (this “Agreement”), dated as of April 24, 2015, (the “Effective Date”) is made by and between Windstream Services, LLC, a Delaware limited liability company, on behalf of itself and its competitive local exchange and interexchange carrier affiliates (“Windstream”), and Talk America Services, LLC, a Delaware limited liability company (“TAS”).
INTELLECTUAL PROPERTY MATTERS AGREEMENTIntellectual Property Matters Agreement • April 27th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is dated as of April 24, 2015 (the “Effective Date”), and is by and among Windstream Services, LLC, a Delaware limited liability company, individually and on behalf of its subsidiaries that may hold certain intellectual property as described herein (“Licensor”), CSL National, LP, a Delaware limited partnership (“CSL”), and Talk America Services, LLC, a Delaware limited liability company (“TRS” and, together with CSL and their respective permitted successors and assigns, “Licensee”). Licensor and Licensee are sometimes referred to herein individually as, “Party” and collectively as, the “Parties.” All terms used but not defined herein, shall have the meaning set forth in the Separation Agreement (as defined below).
UNITI GROUP INC. 2015 EQUITY INCENTIVE PLAN RESTRICTED SHARES AGREEMENT - TIME- BASED VESTING ONLYRestricted Shares Agreement • March 18th, 2019 • Uniti Group Inc. • Real estate investment trusts • Maryland
Uniti Group Inc., a Maryland corporation (the “Company”), grants to the Grantee named below, in accordance with the terms of the Uniti Group Inc. 2015 Equity Incentive Plan (the “Plan”), and this Restricted Shares Agreement (the “Agreement”), the following number of Restricted Shares covered by this Agreement (the “Restricted Shares”), on the Date of Grant set forth below:
SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • May 9th, 2017 • Uniti Group Inc. • Real estate investment trusts • New York
Sixth Supplemental Indenture (this “Supplemental Indenture”), dated as of May 9, 2017, among Uniti Group LP, a Delaware limited partnership (the “Successor Issuer”), Uniti Group Finance Inc., a Delaware corporation (the “New Subsidiary Issuer”), CSL Capital, LLC, a Delaware limited liability company (the “Co-Issuer”), Uniti Group Inc. (the “Predecessor Issuer”), the guarantors listed on the signature pages hereto (the “Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as trustee and collateral agent (the “Trustee”).
UNITI FIBER HOLDINGS INC., UNITI GROUP INC., CSL CAPITAL, LLC, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 8, 2017 7.125% SENIOR NOTES DUE 2024Indenture • May 8th, 2017 • Uniti Group Inc. • Real estate investment trusts • New York
INDENTURE, dated as of May 8, 2017, among Uniti Fiber Holdings Inc., a Delaware corporation (“Uniti Fiber”), Uniti Group Inc., a Maryland corporation (“Uniti”), and CSL Capital, LLC, a Delaware limited liability company (the “CSL Capital” and, together with Uniti Fiber and Uniti, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee.
REVERSE TRANSITION SERVICES AGREEMENTReverse Transition Services Agreement • April 27th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • Delaware
STOCKHOLDERS’ AND REGISTRATION RIGHTS AGREEMENTStockholders’ and Registration Rights Agreement • May 4th, 2016 • Communications Sales & Leasing, Inc. • Real estate investment trusts • Delaware
This STOCKHOLDERS’ AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of this 2nd day of May, 2016 is made and entered into by and among Communications Sales & Leasing, Inc., a Maryland corporation (“CS&L”), PEG Bandwidth Holdings, LLC, a Delaware limited liability company (“PEG Holdings”) and the other Unitholders (as defined in the Merger Agreement (as defined below)) set forth on Schedule A (collectively, with PEG Holdings, the “Stockholders”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG WINDSTREAM HOLDINGS, INC., WINDSTREAM SERVICES, LLC AND COMMUNICATIONS SALES & LEASING, INC. Dated March 26, 2015Separation and Distribution Agreement • March 26th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of March 26, 2015 (this “Agreement”), is by and among Windstream Holdings, Inc., a Delaware corporation (“WHI”), Windstream Services, LLC, a Delaware limited liability company (“Windstream”), and Communications Sales & Leasing, Inc., a Maryland corporation (“CS&L” and, together with WHI and Windstream, the “Parties”).
TAX MATTERS AGREEMENTTax Matters Agreement • April 27th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • Delaware
This Tax Matters Agreement (the “Agreement”) is entered into as of April 24, 2015, by and among WINDSTREAM HOLDINGS, INC., a Delaware corporation (“WHI”), WINDSTREAM SERVICES, LLC, a Delaware limited liability company that is directly wholly-owned by WHI (“Windstream”), and COMMUNICATIONS SALES & LEASING, INC., a Maryland corporation and currently a direct, wholly-owned subsidiary of Windstream (“CS&L”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Separation and Distribution Agreement by and among WHI, Windstream and CS&L dated March 26, 2015 (the “Separation and Distribution Agreement”).
UNITI GROUP LP, UNITI FIBER HOLDINGS INC., UNITI GROUP FINANCE 2019 INC., CSL CAPITAL, LLC, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of October 13, 2021 6.000% SENIOR...Indenture • October 13th, 2021 • Uniti Group Inc. • Real estate investment trusts • New York
INDENTURE, dated as of October 13, 2021, among Uniti Group LP, a Delaware limited partnership (the “Company”), Uniti Fiber Holdings Inc., a Delaware corporation (“Uniti Fiber”), Uniti Group Finance 2019 Inc., a Delaware corporation (“Uniti Group Finance”), and CSL Capital, LLC, a Delaware limited liability company (“CSL Capital” and, together with Uniti Fiber, Uniti Group Finance and the Company, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.
Dealer Name] [Dealer Address]Letter Agreement • December 12th, 2022 • Uniti Group Inc. • Real estate investment trusts
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (“Dealer”) and Uniti Group Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 12th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • Delaware
SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • May 9th, 2017 • Uniti Group Inc. • Real estate investment trusts • New York
Sixth Supplemental Indenture (this “Supplemental Indenture”), dated as of May 9, 2017, among the Issuers (defined below), Uniti Group Inc. (the “Parent”), the other guarantors listed on the signature pages hereto (the “Other Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).
AMENDED AND RESTATED CLEC MASTER LEASEClec Master Lease • November 9th, 2020 • Uniti Group Inc. • Real estate investment trusts • New York
This AMENDED AND RESTATED CLEC MASTER LEASE (this “CLEC Master Lease”) is entered into as of September 18, 2020, by and among (i) CSL NATIONAL, LP, a Delaware limited partnership (“CS&L National”), and THE ENTITIES SET FORTH ON SCHEDULE 1A ATTACHED HERETO (collectively, together with CS&L National and their respective permitted successors and assigns, “Landlord”), and (ii) WINDSTREAM HOLDINGS, INC., a Delaware corporation (“Holdings”), WINDSTREAM SERVICES, LLC, a Delaware limited liability company (“Win Services”) and THE ENTITIES SET FORTH ON SCHEDULE 1B ATTACHED HERETO (collectively, together with Holdings and Win Services and each of their permitted successors and assigns, “Tenant”).
Registration Rights Agreement by and among Each of the parties listed on the signature pages hereto, and Communications Sales & Leasing, Inc. Dated as of June 15, 2016Registration Rights Agreement • August 11th, 2016 • Communications Sales & Leasing, Inc. • Real estate investment trusts • New York
This Registration Rights Agreement (this “Agreement”) is made as of June 15, 2016, by and among each of the parties on the signature pages hereto (the “Holders”), and Communications Sales & Leasing, Inc., a Maryland corporation (“CS&L”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1.01.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • February 23rd, 2017 • Communications Sales & Leasing, Inc. • Real estate investment trusts • New York
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of October 19, 2016, among Communications Sales & Leasing, Inc., a Maryland corporation (the “Issuer”), CSL Capital, LLC, a Delaware limited liability company (the “Co-Issuer” and, together with CS&L, the “Issuers”), the guarantors listed on the signature pages hereto (the “Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as trustee and collateral agent (the “Trustee”).
EMPLOYMENT AGREEMENT BETWEEN COMMUNICATIONS SALES & LEASING, INC. AND KENNETH GUNDERMANEmployment Agreement • March 12th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • Arkansas
This Employment Agreement (this “Agreement”) is made, entered into, and is effective and binding as of February 12, 2015 (the “Execution Date”), by and between Communications Sales & Leasing, Inc., a Maryland corporation (“CS&L”), and Kenneth Gunderman (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:
