FOURTH SUPPLEMENTAL INDENTURE
EXHIBIT
4.5
FOURTH SUPPLEMENTAL INDENTURE
(this “Supplemental
Indenture”), dated as of [___________], 2010, among Otelco Inc., a
Delaware corporation (the “Company”), each
subsidiary of the Company listed on the signature pages hereto (the “Guarantors”) and
Xxxxx Fargo Bank, National Association, a national banking association, as
trustee under the Indenture (as defined below) (the “Trustee”).
WITNESSETH:
WHEREAS, the Company and the
Guarantors 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 of the Company (the
“Notes”), as
supplemented by the First Supplemental Indenture, dated as of July 3, 2006 (the
“First Supplemental
Indenture”), providing for the guarantee of the Company’s obligations
under the Indenture by certain additional Guarantors, the Second Supplemental
Indenture, dated as of July 5, 2007 (the “Second Supplemental
Indenture”), providing for the issuance of additional Notes, and the
Third Supplemental Indenture, dated as of October 31, 2008 (the “Third Supplemental
Indenture”), providing for the guarantee of the Company’s obligations
under the Indenture by certain additional Guarantors;
WHEREAS, $103,575,497.50 in
aggregate principal amount of the Notes have been issued and are outstanding
under the Indenture, as supplemented by the First Supplemental Indenture, the
Second Supplemental Indenture and the Third Supplemental Indenture (the “Original
Notes”);
WHEREAS, pursuant to Section
4.14 of the Indenture, the Company has decided to issue up to $4,085,032.50 in
aggregate principal amount of additional Notes (the “Additional Notes”) in
connection with the exchange of up to 544,671 IDSs for up to 544,671 shares of
issued and outstanding Class B Common Stock; and
WHEREAS, pursuant to Section
9.01 of the Indenture, the Company, the Guarantors and the Trustee are
authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Company, the Guarantors 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 $4,085,032.50.
2. Ratification of Indenture;
Supplemental Indentures Part of Indenture. Except as expressly
amended hereby and by the First Supplemental Indenture, the Second Supplemental
Indenture and the Third 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 Supplemental Indenture shall form a
part of the Indenture, as supplemented by the First Supplemental Indenture, the
Second Supplemental Indenture and the Third Supplemental Indenture, for all
purposes, and every holder of Notes heretofore or hereafter authenticated and
delivered shall be bound hereby.
3. Governing Law.
THIS 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, AS SUPPLEMENTED HEREBY AND BY THE FIRST
SUPPLEMENTAL INDENTURE, THE SECOND SUPPLEMENTAL INDENTURE AND THE THIRD
SUPPLEMENTAL INDENTURE, OR THE NOTES.
4. Trustee Makes No
Representation. The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture.
5. Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.
6. Effect of
Headings. The Section headings herein are for convenience only and
shall not effect the construction thereof.
7. Definitions.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.
2
IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed as of the date first above written.
OTELCO INC. | |||
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By:
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Name:
Xxxxxx X. Xxxxxx, Xx.
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Title: Chief Financial Officer |
BRINDLEE
MOUNTAIN TELEPHONE COMPANY (As Guarantor) |
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By:
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Name:
Xxxxxx X. Xxxxxx, Xx.
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Title: Chief Financial Officer |
BLOUNTSVILLE
TELEPHONE COMPANY, INC. (As Guarantor) |
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By:
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Name:
Xxxxxx X. Xxxxxx, Xx.
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Title: Chief Financial Officer |
COMMUNICATIONS
DESIGN ACQUISITION CORPORATION (As Guarantor) |
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By:
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Name:
Xxxxxx X. Xxxxxx, Xx.
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Title: Chief Financial Officer |
[Signature
Pages to Fourth Supplemental Indenture]
CRC
COMMUNICATIONS OF MAINE, INC. (As Guarantor) |
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By:
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Name:
Xxxxxx X. Xxxxxx, Xx.
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Title: Chief Financial Officer |
XXXXXX
TELECOMMUNICATIONS COMPANY, INC. (As Guarantor) |
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By:
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Name:
Xxxxxx X. Xxxxxx, Xx.
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Title: Chief Financial Officer |
IMAGINATION,
INC. (As Guarantor) |
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By:
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Name:
Xxxxxx X. Xxxxxx, Xx.
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Title: Chief Financial Officer |
MID-MAINE
TELPLUS (As Guarantor) |
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By:
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Name:
Xxxxxx X. Xxxxxx, Xx.
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Title: Vice President |
MID-MISSOURI
HOLDING CORP. (As Guarantor) |
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By:
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Name:
Xxxxxx X. Xxxxxx, Xx.
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Title: Chief Financial Officer |
[Signature
Pages to Fourth Supplemental Indenture]
OTELCO
TELECOMMUNICATIONS LLC (As Guarantor) |
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By:
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Name:
Xxxxxx X. Xxxxxx, Xx.
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Title: Chief Financial Officer |
OTELCO
TELEPHONE LLC (As Guarantor) |
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By:
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Name:
Xxxxxx X. Xxxxxx, Xx.
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Title: Chief Financial Officer |
SACO
RIVER TELEGRAPH AND TELEPHONE COMPANY (As Guarantor) |
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By:
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Name:
Xxxxxx X. Xxxxxx, Xx.
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Title: Chief Financial Officer |
THE
GRANBY TELEPHONE & TELEGRAPH CO. OF MASS. (As Guarantor) |
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By:
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Name:
Xxxxxx X. Xxxxxx, Xx.
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Title: Chief Financial Officer |
THE
PINE TREE TELEPHONE AND TELEGRAPH COMPANY (As Guarantor) |
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By:
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Name:
Xxxxxx X. Xxxxxx, Xx.
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Title: Chief Financial Officer |
[Signature
Pages to Fourth Supplemental Indenture]
XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE | |||
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By:
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Name:
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Title: |
[Signature Pages to Fourth Supplemental Indenture]