THIRD SUPPLEMENTAL INDENTURE 10.50% SENIOR SECURED NOTES DUE 2028

 

Exhibit 4.1

 

THIRD SUPPLEMENTAL INDENTURE
10.50% SENIOR SECURED NOTES DUE 2028

 

Third Supplemental Indenture (this “Supplemental Indenture”), dated as of August 4, 2025, among Windstream Services, LLC, a Delaware limited liability company (the “Successor Issuer”), 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 and Uniti Group Finance, the “Uniti Issuers”; the Uniti Issuers together with the Successor Issuer are hereinafter collectively referred to as the “Issuers”), Uniti Group Inc., a Delaware corporation (formerly known as Windstream Parent Inc.) (the “New Parent”), Uniti Group LLC, a Delaware limited liability company (formerly known as Uniti Group Inc.), the guarantors listed under “Existing Subsidiary Guarantors” on the signature pages hereto (the “Existing Guarantors”), the subsidiaries of the Successor Issuer listed under “New Subsidiary Guarantors” on the signature pages hereto (each a “New Guaranteeing Subsidiary” and, collectively, the “New Guaranteeing Subsidiaries”; the New Guaranteeing Subsidiaries together with the Existing Guarantors shall comprise the “Subsidiary Guarantors” as such term is defined in the Indenture (as defined below)) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee and as collateral agent (the “Trustee”).

 

W I T N E S S E T H

 

WHEREAS, Uniti Group LP, a Delaware limited partnership (the “Predecessor Issuer”), the Uniti Issuers and the Existing Guarantors have heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified through the date hereof, the “Indenture”), dated as of February 14, 2023, providing for the issuance of 10.50% Senior Secured Notes due 2028 (the “Notes”);

 

Successor Issuer:

 

WHEREAS, the Predecessor Issuer has merged with and into the Successor Issuer, with the Successor Issuer surviving the merger;

 

WHEREAS, Section 5.01 of the Indenture contemplates that the Successor Issuer shall execute and deliver a supplemental indenture pursuant to which the Successor Issuer shall expressly assume all obligations of the Predecessor Issuer under the Indenture, the Security Documents and the Notes;

 

WHEREAS, pursuant to Section 5.01 of the Indenture, upon the merger of the Predecessor Issuer with and into the Successor Issuer and the assumption by the Successor Issuer of all of the obligations of the Predecessor Issuer under the Indenture, the Security Documents and the Notes, the Predecessor Issuer is automatically deemed released and discharged from its obligations under the Indenture, the Security Documents and the Notes;

 

WHEREAS, pursuant to Section 5.01(a)(i) of the Indenture, the Successor Issuer may be a corporation, partnership (including a limited partnership), trust or limited liability company organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof;

 

WHEREAS, pursuant to Section 9.01(c), of the Indenture may be amended without the consent of any Holder to comply with Section 5.01 thereof;

 

New Guarantors

 

WHEREAS, pursuant to 9.01(j) of the Indenture, the Indenture may be amended without the consent of any Holder to add a Guarantor under the Indenture or to secure the Obligations thereunder; and

 

General

 

WHEREAS, pursuant to Sections 9.01(c), 9.01(d), 9.01(j) and 9.05 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuers, the Existing Guarantors, the New Parent, the New Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

 

SECTION 1.      Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

 

SECTION 2.      (a) Successor Issuer. The Successor Issuer hereby expressly assumes and agrees to perform all of the obligations of the Predecessor Issuer under the Indenture, the Security Documents and the Notes.

 

(b)       Pursuant to Section 5.01 of the Indenture, the Predecessor Issuer is hereby automatically released and discharged from its obligations under the Indenture, the Security Documents and the Notes;

 

(c)       The Successor Issuer, as Successor Company, hereby succeeds to, and is substituted for (so that from and after the date hereof, the provisions of the Indenture referring to the Predecessor Issuer (referred to as “Uniti” or the “Company” in the Indenture) shall refer instead to the Successor Issuer), and may exercise every right and power of the Predecessor Issuer under the Indenture.

 

Section 3. New Parent Guarantee. The New Parent, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to a Guarantor that is not a Subsidiary Guarantor, including, but not limited to, Article 11 thereof. For the avoidance of

 

doubt, Article 10 of the Indenture shall not apply to the Parent Guarantee provided by New Parent.

 

SECTION 4.      New Guaranteeing Subsidiaries. Each New Guaranteeing Subsidiary, by its execution of this Supplemental Indenture, agrees to be a Subsidiary Guarantor (as such term is defined in the Indenture) under the Indenture and to be bound by the terms of the Indenture applicable to the Subsidiary Guarantors, including, but not limited to, Articles 10 and 11 thereof.

 

SECTION 5.      Governing Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

 

SECTION 6.      Limitation on Liability. No past, present or future stockholder, officer, director, employee or incorporator of the New Parent or any New Guaranteeing Subsidiary shall have any liability under the Guarantee provided by such party, the Indenture or this Supplemental Indenture by reason of such person’s status as stockholder, officer, director, employee or incorporator.

 

SECTION 7.      Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the Indenture (as supplemented and amended by this Supplemental 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 for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

 

SECTION 8.      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.  The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, electronic or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes.

 

SECTION 9.      Interpretation; Effect of Headings.  This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.  The Section headings herein are for convenience only and shall not affect the construction thereof.

 

SECTION 10.  Conflicts and Inconsistencies.  If there is any conflict or inconsistency between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.

 

SECTION 11.  Obligations of the Trustee.  Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as

 

if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Supplemental Indenture, and it shall not be responsible for any statement or recital herein.

 

SECTION 12.  Severability. If any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby, and no Holder of any series of Notes shall have any claim therefor against any party hereto.

 

[Signature Pages Follow]

 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

 

 

	THE ISSUERS:
	WINDSTREAM SERVICES, LLC
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Title:	Sr. EVP, General Counsel and Secretary

 

 

	UNITI FIBER HOLDINGS INC.
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Title:	Sr. EVP, General Counsel and Secretary

 

 

	UNITI GROUP FINANCE 2019 INC.
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Title:	Sr. EVP, General Counsel and Secretary

 

 

	CSL CAPITAL, LLC
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Title:	Sr. EVP, General Counsel and Secretary

 

	THE NEW PARENT:
	UNITI GROUP INC. (f/k/a WINDSTREAM PARENT INC.)
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Title:	Sr. EVP, General Counsel and Secretary

 

 

	THE EXISTING PARENT GUARANTOR:
	UNITI GROUP LLC
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Title:	Sr. EVP, General Counsel and Secretary

THE EXISTING SUBSIDIARY GUARANTORS:   ANS CONNECT, LLC CONTACT NETWORK, LLC CSL ALABAMA SYSTEM, LLC CSL ARKANSAS SYSTEM, LLC CSL FLORIDA SYSTEM, LLC CSL GEORGIA REALTY, LLC CSL GEORGIA SYSTEM, LLC CSL IOWA SYSTEM, LLC CSL KENTUCKY SYSTEM, LLC CSL MISSISSIPPI SYSTEM, LLC CSL MISSOURI SYSTEM, LLC CSL NATIONAL GP, LLC CSL NEW MEXICO SYSTEM, LLC CSL NORTH CAROLINA REALTY GP, LLC CSL OHIO SYSTEM, LLC CSL OKLAHOMA SYSTEM, LLC CSL REALTY, LLC  CSL TENNESSEE REALTY PARTNER, LLC CSL TENNESSEE REALTY, LLC CSL TEXAS SYSTEM, LLC ▇▇▇▇ TELECOMMUNICATIONS, LLC INFORMATION TRANSPORT SOLUTIONS, LLC NEXUS SYSTEMS, LLC PEG BANDWIDTH DC, LLC PEG BANDWIDTH DE, LLC PEG BANDWIDTH LA, LLC PEG BANDWIDTH MA, LLC PEG BANDWIDTH MD, LLC PEG BANDWIDTH MS, LLC PEG BANDWIDTH NJ, LLC PEG BANDWIDTH NY TELEPHONE CORP. PEG BANDWIDTH PA, LLC PEG BANDWIDTH TX, LLC PEG BANDWIDTH VA, LLC SOUTHERN LIGHT, LLC UNITI DARK FIBER LLC UNITI FIBER 2020 LLC UNITI FIBER LLC UNITI GROUP FINANCE LLC UNITI GROUP HOLDCO LLC UNITI LEASING LLC UNITI LEASING X LLC UNITI LEASING XI LLC UNITI LEASING XII LLC

 

	UNITI NATIONAL LLC,
	each as a Guarantor
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Title:	Sr. EVP, General Counsel and Secretary

 

 

	CSL NATIONAL, LP, as a Guarantor
	By: CSL NATIONAL GP, LLC, as its general partner
		By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
			Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇
			Title:	Sr. EVP, General Counsel and Secretary

 

 

	CSL NORTH CAROLINA REALTY, LP, as a Guarantor
	By: CSL NORTH CAROLINA REALTY GP, LLC, as its general partner
		By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
			Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇
			Title:	Sr. EVP, General Counsel and Secretary

 

 

	CSL NORTH CAROLINA SYSTEM, LP, as a Guarantor
	By: CSL NORTH CAROLINA REALTY GP, LLC, as its general partner
		By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
			Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇
			Title:	Sr. EVP, General Counsel and Secretary

	Uniti Holdings LP, as a Guarantor
	By:	UNITI HOLDINGS GP LLC, as its general partner
		By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
			Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇
			Title:	Sr. EVP, General Counsel and Secretary

 

 

	UNITI QRS Holdings LP, as a Guarantor
	By:	UNITI QRS Holdings GP LLC, as its general partner
		By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
			Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇
			Title:	Sr. EVP, General Counsel and Secretary

THE NEW SUBSIDIARY GUARANTORS:   ▇▇▇, LLC BOSTON RETAIL PARTNERS LLC BROADVIEW NETWORKS OF VIRGINIA, LLC  BUFFALO VALLEY MANAGEMENT SERVICES, LLC BUSINESS TELECOM OF VIRGINIA, LLC CAVALIER IP TV, LLC CAVALIER TELEPHONE, L.L.C. CHOICE ONE COMMUNICATIONS OF CONNECTICUT, LLC (D/B/A ONE COMMUNICATIONS) CHOICE ONE COMMUNICATIONS OF MAINE, LLC (D/B/A ONE COMMUNICATIONS) CHOICE ONE COMMUNICATIONS OF MASSACHUSETTS, LLC (D/B/A ONE COMMUNICATIONS) CHOICE ONE COMMUNICATIONS OF OHIO, LLC (D/B/A ONE COMMUNICATIONS) CHOICE ONE COMMUNICATIONS OF RHODE ISLAND, LLC (D/B/A ONE COMMUNICATIONS) CHOICE ONE COMMUNICATIONS OF VERMONT, LLC (D/B/A ONE COMMUNICATIONS) CHOICE ONE OF NEW HAMPSHIRE, LLC (D/B/A ONE COMMUNICATIONS) CINERGY COMMUNICATIONS COMPANY OF VIRGINIA, LLC (D/B/A ONE COMMUNICATIONS) (F/K/A CINERGY COMMUNICATIONS COMPANY OF VIRGINIA, INC.) CONESTOGA ENTERPRISES, LLC CONESTOGA MANAGEMENT SERVICES, LLC CONNECTICUT BROADBAND, LLC (D/B/A ONE COMMUNICATIONS) CONVERSENT COMMUNICATIONS OF CONNECTICUT, LLC CONVERSENT COMMUNICATIONS OF MAINE, LLC CONVERSENT COMMUNICATIONS OF MASSACHUSETTS, LLC CONVERSENT COMMUNICATIONS OF NEW HAMPSHIRE, LLC CONVERSENT COMMUNICATIONS OF RHODE ISLAND, LLC CTC COMMUNICATIONS OF VIRGINIA, LLC D&E COMMUNICATIONS, LLC D&E MANAGEMENT SERVICES, LLC OKLAHOMA WINDSTREAM, LLC PAETEC COMMUNICATIONS OF VIRGINIA, LLC PAETEC ITEL, L.L.C. PAETEC, LLC TALK AMERICA OF VIRGINIA, LLC TELEVIEW, LLC TEXAS WINDSTREAM, LLC US LEC OF ALABAMA LLC US LEC OF FLORIDA LLC US LEC OF SOUTH CAROLINA LLC US LEC OF TENNESSEE LLC

 

US LEC OF VIRGINIA L.L.C. US XCHANGE, LLC US XCHANGE OF ILLINOIS, L.L.C. US XCHANGE OF MICHIGAN, L.L.C. US XCHANGE OF WISCONSIN, L.L.C. VALOR TELECOMMUNICATIONS OF TEXAS, LLC WINDSTREAM ALABAMA, LLC WINDSTREAM ARKANSAS, LLC WINDSTREAM CAVALIER, LLC WINDSTREAM COMMUNICATIONS KERRVILLE, LLC WINDSTREAM COMMUNICATIONS TELECOM, LLC WINDSTREAM EAGLE SERVICES, LLC WINDSTREAM EAST TEXAS, LLC WINDSTREAM EN-TEL, LLC WINDSTREAM ENTERPRISE HOLDINGS, LLC (F/K/A PAETEC HOLDING, LLC) WINDSTREAM ESCROW FINANCE CORP. WINDSTREAM INTELLECTUAL PROPERTY SERVICES, LLC WINDSTREAM IOWA COMMUNICATIONS, LLC WINDSTREAM IOWA-COMM, LLC WINDSTREAM KDL-VA, LLC WINDSTREAM KINETIC FIBER, LLC WINDSTREAM LAKEDALE LINK, LLC WINDSTREAM LAKEDALE, LLC WINDSTREAM LEASING, LLC WINDSTREAM LEXCOM ENTERTAINMENT, LLC WINDSTREAM LONG DISTANCE, LLC WINDSTREAM MONTEZUMA, LLC WINDSTREAM NORTHSTAR, LLC WINDSTREAM NUVOX ARKANSAS, LLC WINDSTREAM NUVOX ILLINOIS, LLC WINDSTREAM NUVOX INDIANA, LLC WINDSTREAM NUVOX KANSAS, LLC WINDSTREAM NUVOX OKLAHOMA, LLC WINDSTREAM OKLAHOMA, LLC WINDSTREAM SOUTH CAROLINA, LLC WINDSTREAM SUPPLY, LLC XETA TECHNOLOGIES, LLC

 

 

	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Title:	Sr. EVP, General Counsel and Secretary

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee and as Collateral Agent
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	Vice President

 

 

	By:	/s/ ▇▇▇▇▇ ▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇
	Title:	AVP