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.
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.
CREDIT AGREEMENT Dated as of April 24, 2015 among COMMUNICATIONS SALES & LEASING, INC., as a Borrower, CSL CAPITAL, LLC, as a Borrower, THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO FROM TIME TO TIME, and BANK OF AMERICA, N.A., as...Credit Agreement • April 27th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • New York
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT dated as of [ ], [ ], among BANK OF AMERICA, N.A. (“Bank of America”), as Credit Facility Agent (this and each other capitalized term used but not defined in these recitals being defined as set forth in Article 1 below) and First-Priority Representative, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Notes Trustee and First-Priority Representative, [ ], as Initial Second-Priority Representative, Communications Sales & Leasing, Inc., a Maryland corporation (“Parent”), CSL Capital, LLC, a Delaware limited liability company (“CSL Capital”) and each subsidiary of Parent listed on Schedule I hereto.
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).
REVERSE TRANSITION SERVICES AGREEMENTReverse Transition Services Agreement • April 27th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • Delaware
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”).
EMPLOYEE MATTERS AGREEMENT BY AND AMONG WINDSTREAM HOLDINGS, INC. AND COMMUNICATIONS SALES & LEASING, INC. Dated April 24, 2015Communications Sales & Leasing, Inc. • April 27th, 2015 • Real estate investment trusts
This EMPLOYEE MATTERS AGREEMENT, dated as of April 24, 2015 (this “Agreement”), is by and between Windstream Holdings, Inc., a Delaware corporation (“WHI”), and Communications Sales & Leasing, Inc., a Maryland corporation (“CSL” and, together with WHI, the “Parties”).
