SECOND SUPPLEMENTAL INDENTURE
(this Supplemental Indenture
) dated as of ___, 2007,
between Otelco Inc., a Delaware
corporation (the Company
) and Wells Fargo Bank, National
Association, a national banking association, as trustee under the Indenture defined below (the
WHEREAS, the Company and Guarantors (as defined in the Indenture) have heretofore executed and
delivered to the Trustee an Indenture (the Indenture) dated as of December 21, 2004,
providing for the issuance of an unlimited aggregate principal amount of 13% senior subordinated
notes due 2019 (the Notes);
WHEREAS, $81,075,497.50 in aggregate principal amount of the Notes have been issued and are
outstanding under the Indenture (the Original Notes);
the Company and Guarantors have heretofore executed and delivered to the Trustee a First
(First Supplemental Indenture
) dated as of July 3, 2006, providing
for the guarantee of the Companys obligations under the Indenture and the Original Notes by
certain additional Guarantors;
WHEREAS, the Company has decided to issue up to $25,875,000 in aggregate principal amount of
additional notes (the Additional Notes) pursuant to Section 4.14 of the Indenture;
the execution and delivery of this Supplemental Indenture
has been authorized by the Board
of Directors of the Company.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree
for the equal and ratable benefit of the holders of the Notes as follows:
1. The Additional Notes. The Additional Notes shall be issued in an aggregate
principal amount of up to $25,875,000.
2. Ratification of Indenture; Supplemental Indentures Part of Indenture
Except as expressly amended hereby and by the First Supplemental Indenture
, 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 Second Supplemental Indenture
shall form a part of the Indenture, as
supplemented by the First Supplemental Indenture
, for all purposes, and every holder of Notes
heretofore or hereafter authenticated and delivered shall be bound hereby.
3. Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE
COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE
HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN
THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THE INDENTURE OR THE NOTES.
4. Trustee Makes No Representation. The Trustee makes no representation as to
the validity or sufficiency of this Second Supplemental Indenture.
5. Counterparts. The parties may sign any number of copies of this Second
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement.