COMMONWEALTH TELEPHONE ENTERPRISES, INC., CITIZENS COMMUNICATIONS COMPANY AND THE BANK OF NEW YORK as Trustee First Supplemental Indenture Dated as of March 8, 2007
Exhibit
10.2
COMMONWEALTH
TELEPHONE ENTERPRISES, INC.,
AND
THE
BANK
OF NEW YORK
as
Trustee
____________________
Dated
as
of March 8, 2007
___________________
2005
Series A 3¼% Convertible Notes due 2023
FIRST
SUPPLEMENTAL
INDENTURE dated as of March 8, 2007 (the “First
Supplemental Indenture”)
among
COMMONWEALTH TELEPHONE ENTERPRISES, INC., a Pennsylvania corporation (the
“Company”),
CITIZENS COMMUNICATIONS COMPANY, a Delaware corporation (“Citizens”
or
in
its capacity as the guarantor, the “Guarantor”),
and
THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the
“Trustee”).
RECITALS
OF THE COMPANY
WHEREAS,
the Company
and the
Trustee
have
heretofore executed and delivered the Indenture dated as of August 3, 2005
(the
“Base
Indenture”)
relating to the Company’s 2005 Series A 3¼% Convertible Notes due 2023 (each a
“Note”
and
collectively, the “Notes”);
WHEREAS,
the Company
has entered into the Agreement and Plan of Merger dated as of September 17,
2006
(the “Merger
Agreement”)
among
the Company, Citizens and CF Merger Corp., a wholly owned subsidiary of Citizens
(“Merger
Subsidiary”),
pursuant to which Merger Subsidiary will be merged with and into the Company
(the “Merger”),
whereupon the separate existence of Merger Subsidiary shall cease, and the
Company shall be the surviving corporation and become a wholly owned subsidiary
of Citizens;
WHEREAS,
pursuant to
the Merger Agreement, at the effective time of the Merger (the “Effective
Time”),
each
share of the Company’s outstanding common stock, par value $1.00 per share (the
“Common
Shares”),
shall
be converted into the right to receive 0.768 shares of common stock, par value
$0.25 per share, of Citizens (“Citizens’
Stock”)
and
$31.31 in cash, without interest (collectively, the “Merger
Consideration”);
WHEREAS,
Section
12.01 of the Base Indenture provides that the Company shall only consolidate
or
merge with or into any other Person or Persons (whether or not affiliated with
the Company) upon certain terms and upon the satisfaction of certain conditions
specified therein;
WHEREAS,
pursuant to
Section 15.07(a) of the Base Indenture, following the consummation of the
Merger, the Company and Citizens shall execute with the Trustee a supplemental
indenture, which shall provide for the conversion and settlement of the Notes
as
set forth in the Base Indenture and include additional provisions to protect
the
interests of the holders of the Notes;
WHEREAS,
Section
11.01(a) of the Base Indenture provides that the Company, when authorized by
the
resolutions of the Board of Directors, and the Trustee may, from time to time,
and at any time, without the consent of any Noteholders, enter into an indenture
or indentures supplemental thereto to make provisions with respect to the
conversion rights of the Noteholders pursuant to the requirements of Section
15.07 of the Base Indenture and the repurchase obligations of the Company
pursuant to the requirements of Section 3.05(e) of the Base
Indenture;
2
WHEREAS,
pursuant to
Section 11.05 of the Base Indenture, the Trustee was provided with an Officers’
Certificate and an Opinion of Counsel as conclusive evidence that this First
Supplemental Indenture complies with the requirements of Article 11 of the
Base
Indenture and is otherwise authorized or permitted by the Base Indenture;
and
WHEREAS,
all things
necessary to make this First Supplemental Indenture a valid agreement of the
Company, Citizens and the Trustee, and a valid supplement to the Base Indenture,
have been done.
NOW,
THEREFORE, THIS
FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For
and in
consideration of the premises, the parties hereby mutually agree, for the
benefit of the Company and the equal and proportionate benefit of all
Noteholders, as follows:
ARTICLE
1
AUTHORIZATION;
DEFINITIONS
Section
1.01.
First Supplemental Indenture.
This
First Supplemental Indenture is supplemental to, and is entered into in
accordance with Section 11.01 of the Base Indenture, and except as modified,
amended and supplemented by this First Supplemental Indenture, the provisions
of
the Base Indenture are in all respects ratified and confirmed and shall remain
in full force and effect.
Section
1.02.
Capitalized Terms. Capitalized
terms used herein but not defined shall have the meanings assigned to them
in
the Base Indenture.
ARTICLE
2
AMENDMENTS
TO THE BASE INDENTURE
Section
2.01.
Amendments To The Base Indenture. The
Base
Indenture is hereby amended in the following manner:
(a) The
following definitions shall be added to Section 1.01 of the Base
Indenture:
“Citizens”
means
Citizens Communications Company.
“First
Supplemental Indenture”
means
the First Supplemental Indenture dated as of March 8, 2007 among the Company,
Citizens, and the Trustee.
“Per
Note Unit Value”
means,
on any date and with respect to each $1,000 principal amount of Note, the sum
of
(i) $804.84 in cash, without interest and (ii) the product of (x) 0.768 shares
of Citizens’ common stock, par value $0.25 per share (“Citizens’
Stock”),
(y)
the Conversion Rate then in effect and (z) the Closing Sale Price of Citizens’
Stock on such date.
3
“Per
Share Unit Value”
means,
on any date, the sum of (i) 0.768 shares of Citizens’ Stock multiplied by the
Closing Sale Price of Citizens’ Stock on such date and (ii) $31.31 in cash,
without interest; provided
that, if
the Conversion Rate is adjusted, the 0.768 amount (as it may previously have
been adjusted) shall be adjusted by the same percentage amount as the adjustment
to the Conversion Rate.
“Unit”
means,
on any date of determination and with respect to each $1,000 principal amount
of
Notes, (i) 0.768 shares of Citizens’ Stock multiplied by the Conversion Rate
then in effect and (ii) $804.84 in cash, without interest.
(b) The
definition of “Common Stock” in Section 1.01 of the Base Indenture shall be
amended, effective as of the Effective Time of the Merger, by replacing it
in
its entirety with the following:
“Common
Stock”
means
any stock of any class of Citizens which has no preference in respect of
dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding up of Citizens and which is not subject
to
redemption by Citizens. Subject to the provisions of Section 15.07,
however, shares issuable on conversion of Notes shall include only shares of
the
class designated as common stock of Citizens at the date of the First
Supplemental Indenture (namely, Citizens’ common stock, par value $0.25 per
share) or shares of any class or classes resulting from any reclassification
or
reclassifications thereof and which have no preference in respect of dividends
or of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding up of Citizens and which are not subject to redemption
by
Citizens;
provided
that if
at any time there shall be more than one such resulting class, the shares of
each such class then so issuable on conversion shall be substantially in the
proportion which the total number of shares of such class resulting from all
such reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.
(c) The
definition of “Conversion Obligation” in Section 1.01 and 15.03(a) of the Base
Indenture shall be amended by replacing it in its entirety in Section 1.01
with
the following:
“Conversion
Obligation”
has
the
meaning specified in Section 15.01(a).
(d) Each
instance of the term “Conversion Obligation” in the definition of “Cash
Settlement Averaging Period”, and Section 15.02 of the Base Indenture shall be
replaced with the phrase “Conversion Obligation constituting Common
Stock”.
(e) The
definition of “Daily Conversion Value Amount” in Section 1.01 of the Base
Indenture shall be amended only with regard to Trading Days occurring on or
after the close of business on the effective date of the Merger by replacing
it
in its entirety with the following:
4
“Daily
Conversion Value Amount”
means,
for each Trading Day during any Cash Settlement Averaging Period, and for each
$1,000 principal amount of Notes, the amount equal to (x) the sum of (i) $804.84
and (ii) the product of (1) the Closing Sale Price of the Common Stock on such
Trading Day multiplied by (2) the Conversion Rate in effect on such Trading
Day
multiplied by (3) 0.768, divided by (y) 20.
(f) The
definition of “Daily Share Amount” in Section 1.01 of the Base Indenture shall
be amended only with regard to Trading Days occurring on or after the close
of
business on the effective date of the Merger by replacing it in its entirety
with the following:
“Daily
Share Amount”
means,
for each Trading Day during any Cash Settlement Averaging Period and for each
$1,000 principal amount of Notes, a number of shares of Common Stock (but in
no
event less than zero) determined by the following formula:
|
(Conversion
Rate in effect
on
such Trading Day)
|
x
|
(100%
- Y%) x 0.768
|
|
|
20
|
where
Y%
is equal to (i) in the case where the Settlement Method Election Notice sets
forth a Specified Percentage pursuant to Section 15.03(b)(iii)(B)(2), such
Specified Percentage or (ii) in the case where the Settlement Method Election
Notice sets forth a Specified Dollar Amount pursuant to Section
15.03(b)(iii)(B)(1), a percentage equal to (x) the result of (A) such Specified
Dollar Amount divided by (B) the Stock Portion Conversion Value (as defined
in
Section 15.03) multiplied by (y) 100.
The
Daily Share
Amount for any Trading Day during any Cash Settlement Averaging Period shall
be
subject to adjustment by the Company in the event that an event requiring an
adjustment to the Conversion Rate occurs subsequent to such Trading Day but
prior to the date that the Daily Share Amount for such Trading Day is delivered
to holders pursuant to Section 15.03.
(g) Paragraph
(iv) of the definition of “Outstanding” in Section 1.01 of the Base Indenture
shall be amended by deleting the phrase “into Common Stock”.
(h) Section
3.05(e) of the Base Indenture shall be amended by replacing it in its entirety
with the following:
5
“(e) In
the
case of a reclassification, change, consolidation, merger, combination, sale
or
conveyance to which Section 15.07 applies, in which the Common Stock is changed
or exchanged as a result into the right to receive stock, securities or other
property or assets (including cash), which includes shares of Common Stock
or
shares of common stock of another Person that are, or upon issuance will be,
traded on a United States national securities exchange or approved for trading
on an established automated over-the-counter trading market in the United States
and such shares constitute at the time such change or exchange becomes
effective in excess of 50% of the aggregate Fair Market Value of such stock,
securities or other property or assets (including cash) (as determined by the
Company, which determination shall be conclusive and binding), then the Person
formed by such consolidation or resulting from such merger or which acquires
such assets, as the case may be, shall execute and deliver to the Trustee a
supplemental indenture (accompanied by an Opinion of Counsel that such
supplemental indenture complies with the Trust Indenture Act as in force at
the
date of execution of such supplemental indenture) modifying the provisions
of
this Indenture relating to the right of holders of the Notes to cause the
Company to repurchase the Notes following a Designated Event, including without
limitation the applicable provisions of this Section 3.05 and the definitions
of
Common Stock and Designated Event, as appropriate, as determined in good faith
by the Company (which determination shall be conclusive and binding), to make
such provisions apply to such other Person if different from Citizens and the
common stock issued by such Person (in lieu of Citizens and the Common Stock
of
Citizens).”
(i) Section
15.01 of the Base Indenture shall be amended by replacing it in its entirety
with the following:
“Section
15.01. Right
To Convert.
(a) Subject to and upon compliance with the provisions of this Indenture,
prior to the close of business on the Business Day immediately preceding
July 15, 2023, the holder of any Note shall have the right, at such
holder’s option, to convert the principal amount of the Note, or any portion of
such principal amount which is a multiple of $1,000, into cash and fully paid
and non-assessable shares of Common Stock (as such shares shall then be
constituted) constituting a Unit (the “Conversion
Obligation”),
subject to the Company’s right to elect to deliver cash or a combination of cash
and Common Stock in lieu of Common Stock then constituting a portion of such
Unit pursuant to Section 15.03, by surrender of the Note so to be converted
in whole or in part, together with any required funds, under the circumstances
described in this Section 15.01 and in the manner provided in Section 15.02.
The
Notes shall be convertible only upon the occurrence of one of the following
events:
(i) during
any Fiscal Quarter (and only during such Fiscal Quarters) commencing after
June 30, 2005, if the Per Share Unit Value exceeds 120% of the
then-effective Conversion Price for at least 20 Trading Days in the
30 consecutive Trading Day period ending on the last Trading Day of the
immediately preceding Fiscal Quarter (it being understood for purposes of this
Section 15.01(a)(i) that the Conversion Price in effect at the close of business
on each of the 30 consecutive Trading Days should be used);
(ii) during
the five Business Day period immediately following any five consecutive Trading
Day period (the “Measurement
Period”)
in
which the Trading Price per $1,000 principal amount of the Notes for each day
of
such Measurement Period was less than 98% of the Per Note Unit Value on such
date;
provided
that
no
conversion pursuant to this clause (ii)
may be made after July 15, 2018, if on any Trading Day during the
Measurement Period, the Per Share Unit Value
is
more than 100%, but less than 120% of the Conversion Price on such Trading
Day;
6
(iii) if
such
Note has been called for redemption, at any time on or after the date the notice
of redemption has been given until the close of business on the second Business
Day immediately preceding the redemption date; or
(iv) as
provided in Section (b) of this Section 15.01.
The
Trustee (or other
conversion agent appointed by the Company) shall, on behalf of the Company,
determine on a daily basis during the time period specified in Section
15.01(a)(i) whether the Notes shall be convertible as a result of the occurrence
of an event specified in clause (i) above and, if the Notes shall be so
convertible, the Trustee (or other conversion agent appointed by the Company)
shall promptly deliver to the Company and the Trustee (if the Trustee is not
the
conversion agent) written notice thereof. Whenever the Notes shall become
convertible pursuant to this Section 15.01, the Company or, at the Company’s
request, the Trustee in the name and at the expense of the Company, shall notify
the holders of the event triggering such convertibility in the manner provided
in Section 16.03, and the Company shall also publicly announce such information
and publish it on the Company’s web site. Any notice so given shall be
conclusively presumed to have been duly given, whether or not the holder
receives such notice.
The
Trustee (or other
conversion agent appointed by the Company) shall have no obligation to determine
the Trading Price under this Section 15.01 unless the Company has requested
such
a determination; and the Company shall have no obligation to make such request
unless a holder provides it with reasonable evidence that the Trading Price
per
$1,000 principal amount of Notes would be less than 98% of the Per Note Unit
Value. If such evidence is provided, the Company shall instruct the Trustee
(or
other conversion agent) to determine the Trading Price of the Notes beginning
on
the next Trading Day and on each successive Trading Day until the Trading Price
per $1,000 principal amount of Notes is greater than or equal to 98% of the
Per
Note Unit Value; provided
that the
Trustee shall be under no duty or obligation to make the calculations described
in Section 15.01(a)(ii) hereof or to determine whether the Notes are convertible
pursuant to such section. For the avoidance of doubt, the Company shall make
the
calculations described in Section 15.01(a)(ii), using the Trading Price provided
by the Trustee.
The
Trustee shall be
entitled at its sole discretion to consult with the Company and to request
the
assistance of the Company in connection with the Trustee’s duties and
obligations pursuant to Section 15.01(a)(i) and Section 15.01(a)(ii) hereof
(including without limitation the calculation or determination of the Conversion
Price, the Closing Sale Price and the Trading Price), and the Company agrees,
if
requested by the Trustee, to cooperate with, and provide assistance to, the
Trustee in carrying out its duties under this Section 15.01; provided
that
nothing herein shall be construed to relieve the Trustee of its duties pursuant
to Section 15.01(a)(i) and Section 15.01(a)(ii) hereof.
7
(b) In
addition, if:
(i) (A) Citizens
distributes to all holders of its Common Stock rights or warrants entitling
them
(for a period expiring within 45 days of the record date for the determination
of the stockholders entitled to receive such distribution) to subscribe for
or
purchase shares of Common Stock, at a price per share less than the average
of
the Closing Sale Price of the Common Stock for the ten Trading Days immediately
preceding, but not including, the date such distribution is first publicly
announced by the Company, or (B) Citizens distributes to all holders of its
Common Stock, cash or other assets, debt securities or rights to purchase its
securities, where the Fair Market Value of such distribution per share of Common
Stock exceeds 5% of the Closing Sale Price of the Common Stock on the Trading
Day immediately preceding the date such distribution is first publicly announced
by Citizens, then, in either case, the Notes may be surrendered for conversion
at any time on and after the date that Citizens gives notice to the holders
of
such distribution, which shall be not less than 20 days prior to the Record
Date for such distribution, until the earlier of the close of business on the
fourth Business Day immediately preceding, but not including, the Record Date
or
the date Citizens publicly announces that such distribution will not take
place;
provided
that if
the holder will otherwise participate in such distribution without conversion
(as if such holder had held a number of shares equal to the Conversion Rate
multiplied by 0.768), neither any adjustment to the Conversion Rate will be
made
nor will a holder of a Note have the ability to convert pursuant to this Section
15.01(b); or
(ii) Citizens
consolidates with or merges with or into another Person or is a party to a
binding share exchange or conveys, transfers, sells, leases or otherwise
disposes of all or substantially all of its properties and assets in each case
pursuant to which the Common Stock is converted into cash, securities or other
property, then the Notes may be surrendered for conversion at any time from
and
after the date fifteen (15) days prior to the anticipated effective date of
the transaction and ending on and including the date fifteen (15) days
after the consummation of the transaction. If such transaction constitutes
a
Designated Event, the Notes may be surrendered for conversion until the
corresponding Designated Event Repurchase Date. In such an event, a holder
of
Notes may elect to exercise its option to require the Company to repurchase
all
or a portion of such holder’s Notes pursuant to Section 3.05. The Board of
Directors shall determine the anticipated effective date of the transaction,
and
such determination shall be conclusive and binding on the holders and shall
be
publicly announced by the Company and posted on its web site not later than
two
Business Days prior to such 15th day.
(c) A
Note in
respect of which a holder is electing to exercise its option to require the
Company to repurchase such holder’s Notes upon a Designated Event pursuant to
Section 3.05, or at the option of the holder pursuant to Section 3.06, may
be converted only if such holder withdraws its election in accordance with
Section 3.05(c) or Section 3.08, respectively. A holder of Notes is not entitled
to any rights of a holder of Common Stock until such holder has converted his
Notes to Units, subject to the Company’s right to settle the related Common
Stock portion of the Conversion Obligation partly or wholly in cash pursuant
to
Section 15.03, and only to the extent such Notes are deemed to have been
converted to Common Stock under this Article 15.”
8
(j) The
third
paragraph of Section 15.02 of the Base Indenture shall be amended by replacing
it in its entirety with the following:
“Following
satisfaction of the requirements for conversion set forth above, subject to
compliance with any restrictions on transfer if shares issuable on conversion
are to be issued in a name other than that of the Noteholder (as if such
transfer were a transfer of the Note or Notes (or portion thereof) so
converted), the Company shall deliver to such Noteholder at the office or agency
maintained by the Company for such purpose pursuant to Section 5.02, for each
$1,000 principal amount of Note, the cash and number of full shares of Common
Stock (and cash in respect of any fractional interest in respect of a share
of
Common Stock arising upon such conversion, calculated by the Company as provided
in Section 15.04) then constituting a Unit on such Conversion Date, subject
to
the Company’s right to elect to deliver cash in lieu of shares of Common Stock
pursuant to Section 15.03. In case any Note of a denomination greater than
$1,000 shall be surrendered for partial conversion, and subject to Section
2.03,
the Company shall execute and the Trustee shall authenticate and deliver to
the
holder of the Note so surrendered, without charge to him, a new Note or Notes
in
authorized denominations in an aggregate principal amount equal to the
unconverted portion of the surrendered Note.”
(k) The
seventh and eighth paragraphs of Section 15.02 of the Base Indenture shall
be
amended by replacing them in their entirety with the following:
“Upon
the conversion
of a Note, that portion of the accrued but unpaid Interest, including accrued
Contingent Interest, if any, to the Conversion Date, with respect to the
converted Note shall not be cancelled, extinguished or forfeited, but rather
shall be deemed to be paid in full to the holder thereof through delivery of
the
cash and Common Stock (together with the cash payment, if any in lieu of
fractional shares) in exchange for the Note being converted pursuant to the
provisions hereof; and the cash and the Fair Market Value of such shares of
Common Stock (together with any such cash payment in lieu of fractional shares)
shall be treated as delivered, to the extent thereof, first in exchange for
and
in satisfaction of our obligation to pay the principal amount of the converted
Note, the accrued but unpaid Interest, including Contingent Interest, if any,
through the Conversion Date and the balance, if any, of such cash and the Fair
Market Value of such Common Stock (and any such cash payment in lieu of
fractional shares) shall be treated as delivered in exchange for and in
satisfaction of the right to convert the Note being converted pursuant to the
provisions hereof.
The
Company agrees,
and by acceptance of a beneficial interest in a Note each holder and any
beneficial owner of a Note shall be deemed to have agreed to treat, for United
States federal income tax purposes, the cash and the Fair Market Value of the
Common Stock received upon a conversion of the Note (together with any cash
payment in
lieu
of fractional shares) as a contingent payment on the Note for purposes of
Treasury Regulation Section 1.1275-4 or any successor
provision.”
9
(l) Section
15.03 of the Base Indenture shall be amended by replacing it in its entirety
with the following:
“Section
15.03. Settlement
Upon Conversion.
(a) In
addition to delivering $804.84 in cash per $1,000 principal amount of Notes
converted, the Company may satisfy all or any portion of the Conversion
Obligation constituting Common Stock (and not, for the avoidance of doubt,
the
portion in cash) upon conversion of Notes in cash or in a combination of cash
and shares of Common Stock selected by the Company, in accordance with clause
(b) and (c) of this Section 15.03.
If the
Company does not elect to satisfy all or any portion of the Conversion
Obligation constituting Common Stock as set forth in clause (b) and (c) below,
the Company shall deliver, as soon as practicable after the third Trading Day
following the related Conversion Date, for each $1,000 principal amount of
Note,
the cash and number of shares of Common Stock (together with the cash payment,
if any, in lieu of fractional shares) then
constituting a Unit on such Conversion Date.
(b) If
the
Company chooses to satisfy all or any portion of the Conversion Obligation
constituting Common Stock in cash pursuant to clause (a) of this
Section 15.03, the Company will notify the holder through the Trustee of
the method chosen by the Company to satisfy the Conversion Obligation
constituting Common Stock (such notice, the “Settlement
Method Election Notice”)
at any
time on or before the date that is two Trading Days following the Conversion
Date (the “Settlement
Method Notice Period”).
If
the Company timely elects to pay cash (other than cash in lieu of fractional
shares) for any portion of the shares of Common Stock then constituting the
Conversion Obligation otherwise issuable to such holder, the Conversion Notice
may be retracted by the holder at any time during the two Trading Day period
(the “Conversion
Retraction Period”)
beginning on the Trading Day after the final day of the Settlement Method Notice
Period; provided that no such retraction can be made (and a Conversion Notice
shall be irrevocable) if (x) the Conversion Date occurs during the period
beginning on, and including, any Notice Date and ending on, and including,
the
redemption date specified in the related notice of redemption or (y) the
Conversion Date occurs during the period beginning twenty-five scheduled Trading
Days preceding the maturity date and ending one Trading Day preceding the
maturity date. Settlement amounts will be computed as follows:
(i) If
the
Company elects to satisfy the entire Conversion Obligation relating to Common
Stock in cash, the Company will deliver to holders surrendering Notes for
conversion cash in an amount equal to the sum of the Daily Conversion Value
Amounts for each of the Trading Days in the relevant Cash Settlement Averaging
Period (such sum, the “Conversion
Value”);
and
10
(ii) If
the
Company elects to satisfy in cash a fixed portion of the Conversion Obligation
relating to Common Stock other than the entire obligation, or
a
percentage of the Conversion Obligation relating to Common Stock other than
100%, the Company will deliver to holders surrendering Notes for
conversion:
(A) an
amount
in cash equal to $804.84 per $1,000 principal amount of Notes to be
converted;
(B) an
amount
in cash equal to either (1) the dollar amount per $1,000 principal amount of
Notes to be converted that is specified in the Settlement Method Election Notice
(the “Specified
Dollar Amount”)
or (2)
the percentage (other than 100%) of the Conversion Obligation relating to Common
Stock specified in the Settlement Method Election Notice (the “Specified
Percentage”)
multiplied by the sum of, for each Trading Day during the related Cash
Settlement Averaging Period, and for each $1,000 principal amount of Notes,
0.768 multiplied by the Conversion Rate then in effect multiplied by the Closing
Sale Price of the Common Stock on such Trading Day, divided by 20 (such sum,
the
“Stock
Portion Conversion Value”);
and
(C) a
number
of whole shares of Common Stock per $1,000 principal amount of Notes to be
converted equal to the sum of the Daily Share Amounts for each of the Trading
Days in the relevant Cash Settlement Averaging Period (provided that the Company
will deliver cash in lieu of fractional shares in accordance with
Section 15.04).
Settlement
pursuant to Sections 15.03(b)( i) and 15.03(b)(ii) will occur on the third
Trading Day following the final Trading Day of the relevant Cash Settlement
Averaging Period.
(c) Notwithstanding
the procedures set forth in Section 15.03(b), in the event that a
Conversion Date occurs on or following the twenty-fifth scheduled Trading Day
prior to July 15, 2023 (the “Final
Notice Date”)
or
during the period beginning on, and including, any Notice Date and ending on,
and including, the redemption date specified in the related notice of
redemption, the Company will not be required to send individual Settlement
Method Election Notices. Instead, if the Company chooses to satisfy all or
any
portion of the Conversion Obligation constituting Common Stock in cash with
respect to Conversion Dates occurring on or after the Final Notice Date or
with
respect to Conversion Dates occurring during the period beginning on, and
including, any Notice Date and ending on, and including, the redemption date
specified in the related notice of redemption, the Company must send a single
Settlement Method Election Notice to the Trustee on the Final Notice Date with
respect to any Conversion Dates occurring on or after the Final Notice Date
or
on any Notice Date with respect to any Conversion Dates occurring during the
period beginning on, and including, such Notice Date and ending on and
including, the redemption date specified in the related notice of
redemption.
Settlement amounts will be computed in the same manner as set forth under
Section 15.03(b) above.
11
(d) A
Conversion Notice may be withdrawn by means of a written notice of withdrawal
delivered to the office of the Trustee (or other paying agent appointed by
the
Company) in accordance with the Settlement Method Election Notice at any time
prior to the close of business of the final day of the Conversion Retraction
Period, specifying:
(i) the
certificate number, if any, of the Note in respect of which such notice of
withdrawal is being submitted, or the appropriate Depositary information if
the
Note in respect of which such notice of withdrawal is being submitted is
represented by a Global Note,
(ii) the
principal amount of the Note, in integral multiples of $1,000, with respect
to which such notice of withdrawal is being submitted, and
(iii) the
principal amount, if any, of such Note which remains subject to conversion
in
accordance with such Settlement Method Election Notice and which has been or
will be surrendered for conversion.”
(m) The
first
paragraph of Section 15.07 of the Base Indenture shall be amended such that
references to “the Company” shall mean “Citizens”. Section 15.07(a) of the Base
Indenture shall be amended such that the reference to “the Company” shall mean
“the Company and Citizens”.
(n) The
first
paragraph of Section 15.07(b) of the Base Indenture shall be amended by
replacing it in its entirety with the following:
“(b) Notwithstanding
the provisions of Section 15.03, and subject to the provisions of Section 15.01,
on and after the effective date of such reclassification, change, consolidation
merger, combination, sale or conveyance, each $1,000 principal amount Note
shall
be convertible into (i) $804.84 in cash, without interest and, (ii) subject
to
the Company’s right to settle the related Conversion Obligation constituting
Common Stock in cash as set forth in this Section 15.07, the kind and amount
of
shares of stock and other securities or property or assets (including cash)
or
any combination thereof received upon such reclassification, change,
consolidation, merger, combination, sale or conveyance by a holder of Common
Stock holding, immediately prior to the transaction, a number of shares of
Common Stock equal to the Conversion Rate immediately prior to such transaction
multiplied by 0.768 (the “Exchange Property”), assuming such holder of Common
Stock did not exercise his rights of election, if any, as to the kind or amount
of securities, cash or other property receivable upon such reclassification,
change, consolidation, merger, combination, sale or conveyance (provided that,
if the kind or amount of securities, cash or other property receivable upon
such
reclassification, change, consolidation, merger, combination, sale or conveyance
is not the same for each share of Common Stock in respect of which such rights
of
election
shall not have been exercised (“non-electing share”), then for the purposes of
this Section 15.07 the kind and amount of securities, cash or other property
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance for each non-electing share shall be deemed
to
be the kind and amount so receivable per share by a plurality of the
non-electing shares). Such
supplemental indenture shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Article 15.”
12
(o) Sections
15.07(c) and (d) of the Base Indenture shall be amended by replacing them in
their entirety with the following:
“(c) (i)
Settlement of Notes tendered for conversion on or after the second Trading
Day
immediately preceding the effective date of any such transaction shall be as
set
forth in Section 15.03(a) by delivery of, for each $1,000 principal amount
of
Notes tendered (1) $804.84 in cash and (2) either (A) the Exchange Property, (B)
if the Company elects to pay cash in lieu of the entire Exchange Property in
the
manner set forth in Section 15.03(b), cash in an amount equal to the Exchange
Property Value (as defined below) or (C) if the Company elects to pay cash
in
lieu of only a portion of Exchange Property in the manner set forth in Section
15.03(b), a combination of units of Exchange Property and cash determined
pursuant to clause (d) below.
(ii) For
purposes of the foregoing, “Exchange
Property Value”
means
the sum of the Daily Conversion Value Amounts for each of the Trading Days
in
the relevant Cash Settlement Averaging Period determined as set forth in the
definition of “Daily Conversion Value Amount,” except that for purposes of
determining the Exchange Property Value, the “Daily Conversion Value Amount”
shall mean, for each Trading Day during relevant Cash Settlement Averaging
Period and for each $1,000 principal amount of Notes, an amount equal to the
product of (i) 1/20 and (ii) the value of cash, securities and other property
constituting the Exchange Property determined as follows:
(A) Any
shares of common stock of the successor or purchasing corporation or any other
corporation that are included in the Exchange Property shall be valued as set
forth in Section 15.03 using the procedures set forth in the definition of
“Closing Sale Price” in Section 1.01; and
(B) Any
other
property (other than cash) included in the Exchange Property shall be valued
in
good faith by the Board of Directors or by a New York Stock Exchange member
firm
selected by the Board of Directors.
(d) If
the
Company elects to satisfy in cash a fixed portion of the obligation to deliver
Exchange Property (other than the entire obligation) or a percentage of such
obligation (other than 100%), the Company will deliver cash and a partial unit
of Exchange Property based on the Exchange Property Value and the portions
selected by the
Company in a manner determined by the Company consistent with Section
15.03(b)(ii) hereof and this Section 15.07.”
(p) Section
15.10 of the Base Indenture shall be amended by replacing it in its entirety
with the following:
13
“Section
15.10.
Responsibility Of Trustee.
The
Trustee and any other conversion agent shall not at any time be under any duty
or responsibility to any holder of Notes to determine the Conversion Rate or
whether any facts exist which may require any adjustment of the Conversion
Rate,
or with respect to the nature or extent or calculation of any such adjustment
when made, or with respect to the method employed, or herein or in any
supplemental indenture provided to be employed, in making the same. The Trustee
and any other conversion agent shall not be accountable with respect to the
validity or value (or the kind or amount) of any shares of Common Stock, or
of
any securities or property, which may at any time be issued or delivered upon
the conversion of any Note; and the Trustee and any other conversion agent
make
no representations with respect thereto. Neither the Trustee nor any conversion
agent shall be responsible for any failure of the Company and Citizens to issue,
transfer or deliver any shares of Common Stock or stock certificates or other
securities or property or cash upon the surrender of any Note for the purpose
of
conversion or to comply with any of the duties, responsibilities or covenants
of
the Company and Citizens contained in this Article 15. Without limiting the
generality of the foregoing, neither the Trustee nor any conversion agent shall
be under any responsibility to determine the correctness of any provisions
contained in any supplemental indenture entered into pursuant to Section 15.07
relating either to the kind or amount of shares of stock or securities or
property (including cash) receivable by Noteholders upon the conversion of
their
Notes pursuant to the Company’s election rights in Section 15.03 or after
any event referred to in such Section 15.07 or to any adjustment to be made
with
respect thereto, but, subject to the provisions of Section 8.01, may accept
as
conclusive evidence of the correctness of any such provisions, and shall be
protected in relying upon, the Officers’ Certificate (which the Company shall be
obligated to file with the Trustee prior to the execution of any such
supplemental indenture) with respect thereto.”
(q) Sections
15.09, 15.11 and 15.12 of the Base Indenture shall be amended such that
references to “the Company” shall mean “Citizens”.
ARTICLE
3
BASE
INDENTURE OBLIGATIONS
Section
3.01.
Reaffirmation Of Obligations. Pursuant
to Section 12.01(ii) of the Base Indenture, the Company hereby reaffirms its
obligations under the Base Indenture to pay the principal of and Interest on
all
of the Notes, according to their tenor, and to perform and observe all of the
covenants and conditions contained in the Base Indenture to be performed by
the
Company.
ARTICLE
4
MERGER-RELATED
MECHANICS
Section
4.01.
Conversion Mechanics. For
the
avoidance of doubt, the amendments herein to Sections 15.01 and 15.03 of the
Base Indenture shall not nullify elections to convert Notes made before the
Effective Time of the Merger.
Section
4.02.
Repurchase and Conversion Upon Designated Event. For
the
avoidance of doubt, notwithstanding the provisions herein, the Merger shall
constitute a “Designated Event” under the Base Indenture. Each Noteholder’s
right to require the Company to repurchase all of such holder’s Notes (or any
portion thereof that is a multiple of $1,000 principal amount) as a result
of
the Merger, pursuant to Section 3.05 of the Base Indenture, shall survive,
notwithstanding this First Supplemental Indenture. Furthermore, each
Noteholder’s right to convert such holder’s Notes until the Designated Event
Repurchase Date related to the Merger, pursuant to Section 15.01(b)(ii)
of the
Base Indenture, shall survive, notwithstanding this First Supplemental
Indenture, provided
that the
cash and Common Stock deliverable in respect of any Notes so tendered for
conversion will be determined as provided in the Base Indenture as amended
by
this First Supplemental Indenture.
14
ARTICLE
5
CONVERSION
RATE ADJUSTMENTS
Section
5.01.
Conversion Rate. Effective
as of the date hereof, the Conversion Rate shall be adjusted from time to time
by the Company upon the occurrence of an event with respect to Citizens which
would have required an adjustment to the Conversion Rate pursuant to Section
15.06 of the Base Indenture if such event had occurred with respect to the
Company prior to the Merger in a manner equivalent to the adjustment to the
Conversion Rate which would have been required pursuant to Article 15 of the
Base Indenture if such event had occurred with respect to the Company prior
to
the Merger. For the avoidance of doubt, effective as of the date hereof, the
Conversion Rate shall not be adjusted upon the occurrence of an event with
respect to the Company which would have required an adjustment to the Conversion
Rate pursuant to Section 15.06 of the Base Indenture if such event had occurred
prior to the date hereof.
ARTICLE
6
GUARANTEE
OF
CITIZENS
Section
6.01.
Guarantee. By its execution hereof, the Guarantor acknowledges and agrees
that it receives substantial benefits from the Company and that the Guarantor
is
providing its Guarantee for good and valuable consideration, including, without
limitation, such substantial benefits. Accordingly, subject to the provisions
of
this Article 6, the Guarantor hereby unconditionally guarantees to each Holder
of a Note authenticated and delivered (whether before or after the date of
this
First Supplemental Indenture) by the Trustee and its successors and assigns
that: (i) the principal of (including the redemption price or repurchase
price upon redemption or repurchase pursuant to Article 3 of the Base
Indenture), and interest on the Notes shall be duly and punctually paid in
full
when due, whether at the maturity date of the Notes, upon acceleration, upon
redemption, upon a repurchase, upon repurchase due to a Designated Event or
otherwise, and interest on overdue principal, and (to the extent permitted
by
law) interest on any interest, if any, on the Notes and all other obligations
of
the Company to the Holders (including, without limitation, in connection with
a
conversion of Notes) or the Trustee hereunder or under the Notes (including
fees, expenses or other) shall be promptly paid in full or performed, all in
accordance with the terms hereof; and (ii) in case of any extension of time
of
payment or renewal of any Notes or any of such other obligations, the same
shall
be promptly paid in full when due or performed in accordance with the terms
of
the extension or renewal, whether at the maturity date of the Notes, by
acceleration, call for redemption, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ due to
a
Designated Event or otherwise, subject, however, in the case of clauses (i)
and
(ii) above, to the limitations set forth in Section 6.03 hereof (collectively,
the “Guarantee Obligations”).
15
Subject
to the
provisions of this Article 6, the Guarantor hereby agrees that its Guarantee
hereunder shall be unconditional, irrespective of the validity, regularity
or
enforceability of the Notes or the Base Indenture (as amended by this First
Supplemental Indenture), the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any thereof, the
entry of any judgment against the Company, any action to enforce the same or
any
other circumstance which might otherwise constitute a legal or equitable
discharge or defense of the Guarantor. The Guarantor hereby waives and
relinquishes: (a) any right to require the Trustee, the Holders or the Company
(each, a “Benefited Party”) to proceed against the Company or
any other Person or to proceed against or exhaust any security held by a
Benefited Party at any time or to pursue any other remedy in any secured party’s
power before proceeding against the Guarantor; (b) any defense that may arise
by
reason of the incapacity, lack of authority, death or disability of any other
Person or Persons or the failure of a Benefited Party to file or enforce a
claim
against the estate (in administration, bankruptcy or any other proceeding)
of
any other Person or Persons; (c) demand, protest and notice of any kind (except
as expressly required by this Indenture), including but not limited to notice
of
the existence, creation or incurring of any new or additional indebtedness
or
obligation or of any action or non-action on the part of the Guarantor, the
Company, any Benefited Party, any creditor of the Guarantor or the Company
or on
the part of any other Person whomsoever in connection with any obligations
the
performance of which are hereby guaranteed; (d) any defense based upon an
election of remedies by a Benefited Party, including but not limited to an
election to proceed against the Guarantor for reimbursement; (e) any defense
based upon any statute or rule of law which provides that the obligation of
a
surety must be neither larger in amount nor in other respects more burdensome
than that of the principal; (f) any defense arising because of a Benefited
Party’s election, in any proceeding instituted under the Bankruptcy Law, of the
application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense
based on any borrowing or grant of a security interest under Section 364 of
the
Bankruptcy Code. The Guarantor hereby covenants that, except as otherwise
provided therein, the Guarantee shall not be discharged except by payment in
full of all Guarantee Obligations, including
the principal and interest on the Notes and all other costs provided for under
the Base Indenture (as amended by this First Supplemental
Indenture).
If
any Holder or the
Trustee is required by any court or otherwise to return to either the Company
or
the Guarantor, or any trustee or similar official acting in relation to either
the Company or the Guarantor, any amount paid by the Company or the Guarantor
to
the Trustee or such Holder, the Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect. The Guarantor agrees that it
shall
not be entitled to any right of subrogation in relation to the Holders in
respect of any Guarantee Obligations hereby until payment in full of all such
obligations guaranteed hereby. The Guarantor agrees that, as between it, on
the
one hand, and the Holders of Notes and the Trustee, on the other hand, (x)
the
maturity of the obligations guaranteed hereby may be accelerated as provided
in
Article
6
of the Base Indenture
for the
purposes hereof, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the Guarantee Obligations, and (y)
in
the event of any acceleration of such obligations as provided in Article
6
of the Base Indenture,
such
Guarantee Obligations (whether or not due and payable) shall forthwith become
due and payable by the Guarantor for the purpose of the Guarantee.
16
Section
6.02.
Execution and Delivery of Guarantee. To evidence the Guarantee set forth in
Section 6.01 hereof, the Guarantor agrees that a notation of the Guarantee
substantially in the form included in Exhibit A hereto shall be endorsed on
each
Note authenticated and delivered by the Trustee and that this First Supplemental
Indenture shall be executed on behalf of the Guarantor by an officer of the
Guarantor.
The
Guarantor agrees
that the Guarantee set forth in this Article 6 shall remain in full force and
effect and apply to all the Notes notwithstanding any failure to endorse on
each
Note a notation of the Guarantee.
If
an officer whose
facsimile signature is on a Note or a notation of Guarantee no longer holds
that
office at the time the Trustee authenticates the Note on which the Guarantee
is
endorsed, the Guarantee shall be valid nevertheless.
The
delivery of any
Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Guarantee set forth in this Indenture on behalf
of the Guarantor.
Section
6.03.
Limitation of Guarantor’s Liability; Certain Bankruptcy Events. It is the
intention of the parties hereto that the Guarantee Obligations of the Guarantor
pursuant to its Guarantee not constitute a fraudulent transfer or conveyance
for
purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law. To
effectuate the foregoing intention, the parties hereto hereby irrevocably agree
that the Guarantee Obligations of the Guarantor under this Article 6 shall
be
limited to the maximum amount as shall, after giving effect to all other
contingent and fixed liabilities of the Guarantor, result in the Guarantee
Obligations of the Guarantor under the Guarantee not constituting a fraudulent
transfer or conveyance.
Section
6.04.
Application of Certain Terms and Provisions to the Guarantor. For
purposes of any provision of the Base Indenture (as amended by this First
Supplemental Indenture) which provides for the delivery by the Guarantor of
an
Officers’ Certificate and/or an Opinion of Counsel, the definitions of such
terms in Section 1.01 of the Base Indenture hereof shall apply to the Guarantor
as if references therein to the Company or the Guarantor, as applicable, were
references to the Guarantor.
17
Any
request,
direction or demand which by any provision of the Base Indenture (as amended
by
this First Supplemental Indenture) is to be made by the Guarantor shall be
sufficient if evidenced as described in Section 16.03 of the Base Indenture
as
if references therein to the Company were references to the
Guarantor.
Any
notice or demand
which by any provision of the Base Indenture (as amended by this First
Supplemental Indenture) is required or permitted to be given or served by the
Trustee or by the Holders of Notes to or on the Guarantor may be given or served
as described in Section 16.03 of the Base Indenture as if references therein
to
the Company were references to the Guarantor and addressed as follows: to
Citizens Communications Company, ▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention, General Counsel, Telecopier No. ▇▇▇-▇▇▇-▇▇▇▇.
Upon
any demand,
request or application by the Guarantor to the Trustee to take any action under
the Base Indenture (as amended by this First Supplemental Indenture), the
Guarantor shall furnish to the Trustee such certificates and opinions as are
required in Section 16.05 of the Base Indenture as if all references therein
to
the Company were references to the Guarantor.
ARTICLE
7
AUTHENTICATION
OF NEW GLOBAL NOTE
Section
7.01.
New
Global Note. The
Trustee shall (i) deliver and cancel the Global Note (numbered “No. 1”) in
accordance with the standing procedures and instructions existing between the
Depositary and the Custodian and (ii) authenticate a new Global Note
substantially in the form set forth in Exhibit A hereto. The terms and
provisions contained in the form of Note attached as Exhibit A hereto shall
constitute, and are hereby expressly made, a part of the Base Indenture and,
to
the extent applicable, the Company, Citizens and the Trustee, by their execution
and delivery of this First Supplemental Indenture, expressly agree to such
terms
and provisions and to be bound thereby.
ARTICLE
8
MISCELLANEOUS
Section
8.01.
Recitals. The
recitals contained herein shall be taken as the statements of the Company and
the Trustee assumes no responsibility for their correctness. The Trustee makes
no representation as to the validity or sufficiency of this First
Supplemental Indenture except that the Trustee represents that it is duly
authorized to execute and deliver this First Supplemental Indenture and perform
its obligations hereunder.
Section
8.02.
Conflict with Trust Indenture Act. If
any
provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is required under such Act to be a part of and govern this
First Supplemental Indenture, the Trust Indenture Act shall control. If any
provision of this First Supplemental Indenture modifies or excludes any
provision of the Trust Indenture Act that may be so modified or excluded, the
Trust Indenture Act shall be deemed to apply to this First Supplemental
Indenture as so modified or to be excluded, as the case may be.
18
Section 8.03. Effect Of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
Section
8.04.
Successors and Assigns. All
covenants and agreements in this First Supplemental Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.
Section
8.05.
Separability Clause. In
case
any provision in this First Supplemental Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability
of
the remaining provisions shall not in any way be affected or impaired
thereby.
Section
8.06.
Benefits of First Supplemental Indenture. Nothing
in this First Supplemental Indenture or in the Notes, express or implied, shall
give to any Person, other than the parties hereto and their respective
successors hereunder and the Holders of Notes, any benefit or any legal or
equitable right, remedy or claim under this First Supplemental
Indenture.
Section
8.07.
Concerning The Trustee. The
Trustee accepts the Base Indenture, as supplemented by this First Supplemental
Indenture, and agrees to perform the same upon the terms and conditions set
forth therein as so supplemented.
Section
8.08.
Governing Law. This
First Supplemental Indenture and the Notes shall be governed by and construed
in
accordance with the laws of the State of New York.
Section
8.09.
Execution In Counterparts. This
First Supplemental Indenture may be executed in any number of counterparts,
each
of which shall be an original, but such counterparts shall together constitute
but one and the same instrument.
Section
8.10.
Effectiveness. This
First Supplemental Indenture shall become effective upon the effectiveness
of
the Merger.
19
IN
WITNESS WHEREOF,
the parties hereto have caused this First Supplemental Indenture to be duly
executed as of the day and year first above written.
| COMMONWEALTH TELEPHONE ENTERPRISES, INC. | ||
| |
|
|
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
||
| Title: Senior Vice President/General Counsel | ||
| CITIZENS COMMUNICATIONS COMPANY | ||
| |
|
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| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
||
| Title: Senior Vice President, Finance and Treasurer | ||
|
THE
BANK OF NEW YORK,
as
Trustee
|
||
| |
|
|
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
||
| Title: Vice President | ||
20
EXHIBIT
A
[FORM
OF
GLOBAL NOTE]
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) (THE “DEPOSITARY”,
WHICH
TERM INCLUDES ANY SUCCESSOR DEPOSITARY FOR THE CERTIFICATES) TO THE COMPANY
OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
HEREIN IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER
USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
21
COMMONWEALTH
TELEPHONE ENTERPRISES, INC.
2005
Series A 3¼% Convertible Note due 2023
CUSIP:
▇▇▇▇▇▇▇▇▇
No. 2
Up
to
$[ ]
Commonwealth
Telephone Enterprises, Inc., a corporation duly organized and validly
existing under the laws of the State of Pennsylvania (herein called the
“Company”,
which
term includes any successor corporation under the Indenture referred to on
the
reverse hereof), for value received hereby promises to pay to CEDE &
CO. or its registered assigns, the principal sum as set forth on Schedule I
hereto on July 15, 2023, at the office or agency of the Company maintained
for that purpose in accordance with the terms of the Indenture, in such coin
or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay interest,
semiannually on January 15 and July 15 of each year, commencing
January 15, 2006, on said principal sum at said office or agency, in like
coin or currency, at the rate per annum of 3.25%, from the January 15 or
July 15, as the case may be, next preceding the date of this Note to which
interest has been paid or duly provided for, unless the date hereof is a date
to
which interest has been paid or duly provided for, in which case from the date
of this Note, or unless no interest has been paid or duly provided for on the
Notes, in which case from August 3, 2005, until payment of said principal
sum has been made or duly provided for. Notwithstanding the foregoing, if the
date hereof is after any January 1 or July 1, as the case may be, and
before the following January 15 or July 15, this Note shall bear
interest from such January 15 or July 15;
provided
that if
the Company shall default in the payment of interest due on such January 15
or July 15, then this Note shall bear interest from the next preceding
January 15 or July 15 to which interest has been paid or duly provided
for or, if no interest has been paid or duly provided for on such Note, from
August 3, 2005. Contingent interest, if any, will accrue for any six month
interest period and be payable to holders of this Note on the applicable
interest payment date to the person in whose name this Note is registered on
the
corresponding record date. Except as otherwise provided in the Indenture, the
interest payable on the Note pursuant to the Indenture on any January 15 or
July 15 will be paid to the Person entitled thereto as it appears in the
Note Register at the close of business on the record date, which shall be the
January 1 or July 1 (whether or not a Business Day) next preceding
such January 15 or July 15, as provided in the Indenture;
provided
that any
such interest not punctually paid or duly provided for shall be payable as
provided in the Indenture. The Company shall pay interest (i) on any Notes
in certificated form by check mailed to the address of the Person entitled
thereto as it appears in the Note Register (provided
that the
holder of Notes with an aggregate principal amount in excess of $2,000,000
shall, at the written election of such holder, be paid by wire transfer of
immediately available funds) or (ii) on any Global Note by wire transfer of
immediately available funds to the account of the Depositary or its
nominee.
22
The
Company promises
to pay interest on overdue principal and (to the extent that payment of such
interest is enforceable under applicable law) interest at the rate of 1% per
annum.
Reference
is made to
the further provisions of this Note set forth on the reverse hereof, including,
without limitation, provisions giving the holder of this Note the right to
convert this Note on the terms and subject to the limitations referred to on
the
reverse hereof and as more fully specified in the Indenture. Such further
provisions shall for all purposes have the same effect as though fully set
forth
at this place.
This
Note shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with and governed by the laws
of
the State of New York, without regard to conflicts of laws principles
thereof.
This
Note shall not
be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been manually signed by the Trustee or a duly
authorized authenticating agent under the Indenture.
23
IN
WITNESS WHEREOF,
the Company has caused this Note to be duly executed.
|
COMMONWEALTH
TELEPHONE ENTERPRISES, INC.
|
|
|
By:
|
|
|
Name:
|
|
|
TTitle:
|
|
|
Attest:
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By:
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Name:
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TTitle:
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TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
This
is
one of the Notes described in the within-named Indenture.
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THE
BANK OF NEW YORK, as Trustee
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By:
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Authorized
Signatory
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,
or
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By:
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As
Authenticating Agent
(if
different from Trustee)
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By:
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Authorized
Signatory
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24
FORM
OF
REVERSE OF NOTE
COMMONWEALTH
TELEPHONE ENTERPRISES, INC.
2005
Series A 3¼% Convertible Note due 2023
This
Note is one of a
duly authorized issue of Notes of the Company, designated as its 2005 Series
A
3¼% Convertible Notes due 2023 (herein called the “Notes”),
limited in aggregate principal amount to $63,892,000, issued and to be issued
under and pursuant to an Indenture dated as of August 3, 2005, between the
Company and The Bank of New York, as trustee (herein called the “Trustee”)
(the
“Base
Indenture”),
as
amended by the First Supplemental Indenture dated as of March 8, 2007 among
the
Company, Citizens Communications Company, a Delaware corporation (“Citizens”)
and
the Trustee (the “First
Supplemental Indenture”,
and
together with the Base Indenture, the “Indenture”),
to
which Indenture and all indentures supplemental thereto reference is hereby
made
for a description of the rights, limitations of rights, obligations, duties
and
immunities thereunder of the Trustee, the Company, Citizens and the holders
of
the Notes.
In
case an Event of
Default shall have occurred and be continuing, the principal of and accrued
and
unpaid Interest on all Notes may be declared by either the Trustee or the
holders of not less than 25% in aggregate principal amount of the Notes then
outstanding, and upon said declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the
Indenture.
The
Indenture
contains provisions permitting the Company and the Trustee, with the consent
of
the holders of at least a majority in aggregate principal amount of the Notes
at
the time outstanding, to execute supplemental indentures adding any provisions
to or changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in any manner the rights
of the holders of the Notes;
provided
that no
such supplemental indenture shall (i) extend the fixed maturity of any
Note, or reduce the rate or extend the time of payment of Interest thereon,
or
reduce the principal amount thereof or reduce any amount payable upon redemption
or repurchase thereof, or change the obligation of the Company to repurchase
any
Note at the option of a Noteholder on a Repurchase Date in a manner adverse
to
the holders of Notes, or change the obligation of the Company to repurchase
any
Note upon the happening of a Designated Event in a manner adverse to the holders
of Notes, or impair the right of any Noteholder to institute suit for the
payment thereof, or make the principal thereof or interest thereon payable
in
any coin or currency other than that provided in the Notes, or impair the right
to convert the Notes in accordance with the terms set forth in the Indenture,
including Section 15.03 and 15.07 thereof, in each case, without the
consent of the holder of each Note so affected, or modify any of the provisions
of Section 11.02 or Section 7.07 thereof, except to increase any such percentage
or to provide that certain other provisions of the Indenture cannot be modified
or waived without the consent of the holder of each Note so affected, or change
any obligation of the Company to maintain an office or agency in the places
and
for the purposes set forth in Section 5.02 thereof,
or reduce the quorum or voting requirements set forth in Article 10 or
(ii) reduce the aforesaid percentage of Notes, the holders of which are
required to consent to any such supplemental indenture, without the consent
of
the holders of all Notes then outstanding. Subject to the provisions of the
Indenture, the holders of a majority in aggregate principal amount of the Notes
at the time outstanding may on behalf of the holders of all of the Notes waive
any past Default or Event of Default under the Indenture and its consequences
except (A) a default in the payment of Interest on, or the principal of,
any of the Notes, (B) a failure by the Company to convert any Notes in
accordance with the terms set forth in the Indenture, (C) a default in the
payment of the redemption price pursuant to Article 3 of the Indenture,
(D) a default in the payment of the repurchase price pursuant to
Article 3 of the Indenture, or (E) a default in respect of a covenant
or provisions of the Indenture which under Article 11 of the Indenture cannot
be
modified or amended without the consent of the holders of each or all Notes
then
outstanding or affected thereby. Any such consent or waiver by the holder of
this Note (unless revoked as provided in the Indenture) shall be conclusive
and
binding upon such holder and upon all future holders and owners of this Note
and
any Notes which may be issued in exchange or substitution hereof, irrespective
of whether or not any notation thereof is made upon this Note or such other
Notes.
25
No
reference herein
to the Indenture and no provision of this Note or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and unconditional,
to
pay the principal of and Interest on this Note at the place, at the respective
times, at the rate and in the coin or currency herein prescribed.
Interest
on the Notes
shall be computed on the basis of a 360-day year of twelve 30-day
months.
The
Notes are
issuable in fully registered form, without coupons, in denominations of $1,000
principal amount and any multiple of $1,000. At the office or agency of the
Company referred to on the face hereof, and in the manner and subject to the
limitations provided in the Indenture, without payment of any service charge
but
with payment of a sum sufficient to cover any tax, assessment or other
governmental charge that may be imposed in connection with any registration
or
exchange of Notes, Notes may be exchanged for a like aggregate principal amount
of Notes of any other authorized denominations.
At
any time on or
after July 18, 2008 and prior to maturity, the Notes may be redeemed at the
option of the Company, in whole or in part, upon mailing a notice of such
redemption not less than 30 days but not more than 60 days before the
redemption date to the holders of Notes at their last registered addresses,
all
as provided in the Indenture, at a cash redemption price equal to 100% of the
principal amount of the Notes being redeemed and accrued and unpaid Interest,
to, but excluding, the redemption date;
provided
that if
the redemption date falls after a record date and on or prior the corresponding
interest payment date, then accrued and unpaid Interest to, but excluding,
the
redemption date shall be paid on such interest payment date to the holders
of
record of such Notes on the applicable record date instead of to the holders
surrendering such Notes for redemption on such date.
26
The
Company may not
give notice of any redemption of the Notes if a default in the payment of
Interest on the Notes has occurred and is continuing.
The
Notes are not
subject to redemption through the operation of any sinking fund.
If
a Designated Event
occurs at any time prior to maturity of the Notes, the Company shall become
obligated to purchase, at the option of the holder, all or any portion of the
Notes held by such holder, on a date specified by the Company that is thirty
(30) days after notice thereof at a cash repurchase price of 100% of the
principal amount, plus any accrued and unpaid Interest, on such Note up to,
but
excluding, the Designated Event Repurchase Date;
provided
that if
the repurchase date falls after a record date and on or prior the corresponding
interest payment date, then accrued and unpaid Interest to, but excluding,
the
Designated Event Repurchase Date shall be paid on such interest payment date
to
the holders of record of such Notes on the applicable record date instead of
to
the holders surrendering such Notes for repurchase on such date. The Notes
will
be subject to repurchase in multiples of $1,000 principal amount. The Company
shall mail to all holders of record of the Notes a notice of the occurrence
of a
Designated Event and of the repurchase right arising as a result thereof on
or
before the 15th day
after the occurrence of such Designated Event. To exercise such right, a holder
shall deliver to the Company such Note with the form entitled “Designated
Event Repurchase
Notice”
on
the
reverse thereof duly completed, together with the Note, duly endorsed for
transfer, at any time prior to the close of business on the Designated Event
Repurchase Date, and shall deliver the Notes to the Trustee (or other paying
agent appointed by the Company) as set forth in the Indenture.
Subject
to the terms
and conditions of the Indenture, the Company shall become obligated to purchase,
at the option of the holder, all or any portion of the Notes held by such holder
on July 15, 2008, 2013 and 2018 in whole multiples of $1,000 at a cash
repurchase price of 100% of the principal amount, plus any accrued and unpaid
Interest, on such Note up to the Repurchase Date. To exercise such right, a
holder shall deliver to the Company such Note with the form entitled
“Repurchase
Notice”
on
the
reverse thereof duly completed, together with the Note, duly endorsed for
transfer, at any time from the opening of business on the date that is 20
Business Days prior to such Repurchase Date until the close of business on
the
date that is two Business Days prior to the Repurchase Date, and shall deliver
the Notes to the Trustee (or other paying agent appointed by the Company) as
set
forth in the Indenture.
Holders
have the
right to withdraw any Designated Event Repurchase Notice or the Repurchase
Notice, as the case may be, by delivering to the Trustee (or other paying agent
appointed by the Company) a written notice of withdrawal up to the close of
business on the Designated Event Repurchase Date or the Repurchase Date, as
the
case may be, all as provided in the Indenture.
If
money or cash,
sufficient to pay the repurchase price of all Notes or portions thereof to
be
purchased as of the Designated Event Repurchase Date or the Repurchase Date,
as
the case may be, is deposited with the Trustee (or other paying agent appointed
by the Company), on the Designated Event Repurchase Date or the Repurchase
Date,
as the case may be, interest will cease to accrue on such Notes (or portions
thereof) immediately after such Repurchase Date, and the holder thereof shall
have no other rights as such other than the right to receive the repurchase
price upon surrender of such Note.
27
Subject
to the
occurrence of certain events and in compliance with the provisions of the
Indenture, prior to the final maturity date of the Notes, the holder hereof
has
the right, at its option, to convert each $1,000 principal amount of the Notes
into $804.84 in cash, without interest, and Common Stock based on a conversion
rate (the “Conversion
Rate”)
of
25.7055 (a conversion price of approximately $38.90) multiplied by 0.768,
subject to the Company’s right to deliver, in lieu of Common Stock, cash or a
combination of cash and Common Stock as such shares shall be constituted at
the
date of conversion and subject to adjustment from time to time as provided
in
the Indenture, upon surrender of this Note with the form entitled “Conversion
Notice”
on
the
reverse thereof duly completed, to the Company at the office or agency of the
Company maintained for that purpose in accordance with the terms of the
Indenture, or at the option of such holder, the Corporate Trust Office, and,
unless the shares, if any, and cash issuable on conversion are to be issued
in
the same name as this Note, duly endorsed by, or accompanied by instruments
of
transfer in form satisfactory to the Company duly executed by, the holder or
by
his duly authorized attorney. The Company will notify the holder thereof of
any
event triggering the right to convert the Notes as specified above in accordance
with the Indenture.
No
adjustment in
respect of interest on any Note converted or dividends on any shares issued
upon
conversion of such Note will be made upon any conversion except as set forth
in
the next sentence. If this Note (or portion hereof) is surrendered for
conversion during the period from the close of business on any record date
for
the payment of interest to the close of business on the Business Day preceding
the following interest payment date, this Note (or portion hereof being
converted) must be accompanied by payment, in immediately available funds or
other funds acceptable to the Company, of an amount equal to the interest
otherwise payable on such interest payment date on the principal amount being
converted;
provided
that no
such payment shall be required (1) if the Company has specified a redemption
date that is after a record date and prior to the next interest payment date,
(2) if the Company has specified a Designated Event Repurchase Date that is
during such period or (3) to the extent of any overdue Interest, if any overdue
interest exists at the time of conversion with respect to such
Note.
No
fractional shares
will be issued upon any conversion, but an adjustment and payment in cash will
be made, as provided in the Indenture, in respect of any fraction of a share
which would otherwise be issuable upon the surrender of any Note or Notes for
conversion.
A
Note in respect of
which a holder is exercising its right to require repurchase upon a Designated
Event or repurchase on a Repurchase Date may be converted only if such holder
withdraws its election to exercise either such right in accordance with the
terms of the Indenture.
28
Any
Notes called for
redemption, unless surrendered for conversion by the holders thereof on or
before the close of business on the Business Day preceding the redemption date,
may be deemed to be redeemed from the holders of such Notes for an amount equal
to the applicable redemption price, together with accrued but unpaid interest
to, but excluding, the date fixed for redemption, by one or more investment
banks or other purchasers who may agree with the Company (i) to purchase such
Notes from the holders thereof and convert them in accordance with the terms
of
the Indenture and (ii) to make payment for such Notes as aforesaid to the
Trustee in trust for the holders.
Upon
due presentment
for registration of transfer of this Note at the office or agency of the Company
maintained for that purpose in accordance with the terms of the Indenture,
a new
Note or Notes of authorized denominations for an equal aggregate principal
amount will be issued to the transferee in exchange thereof, subject to the
limitations provided in the Indenture, without charge except for any tax,
assessment or other governmental charge imposed in connection
therewith.
The
Company, the
Trustee, any authenticating agent, any paying agent, any conversion agent and
any Note Registrar may deem and treat the registered holder hereof as the
absolute owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon made by anyone
other than the Company or any Note Registrar) for the purpose of receiving
payment hereof, or on account hereof, for the conversion hereof and for all
other purposes, and neither the Company nor the Trustee nor any other
authenticating agent nor any paying agent nor other conversion agent nor any
Note Registrar shall be affected by any notice to the contrary. All payments
made to or upon the order of such registered holder shall, to the extent of
the
sum or sums paid, satisfy and discharge liability for monies payable on this
Note.
No
recourse for the
payment of the principal of or Interest on this Note, or for any claim based
hereon or otherwise in respect hereof, and no recourse under or upon any
obligation, covenant or agreement of the Company in the Indenture or any
supplemental indenture or in any Note, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, employee, agent, officer or director or subsidiary, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.
For
purposes of
sections 1272, 1273 and 1275 of the Internal Revenue Code of 1986, as amended,
this Note is being issued with Tax Original Issue Discount and the issue date
of
this Note is August 3, 2005. In addition, this Note is subject to the
United States federal income tax regulations governing contingent payment debt
instruments. For purposes of sections 1272, 1273 and 1275 of the Internal
Revenue Code, the comparable yield of this Note is 8.00% per year, compounded
semi-annually (which will be treated as the yield to maturity for United States
federal income tax purposes).
29
The
Company agrees,
and by acceptance of a beneficial interest in a Note each holder and any
beneficial owner of a Note shall be deemed to have agreed to treat the Note
as
indebtedness of the Company for United States federal income tax purposes that
is subject to Treasury Regulation Section 1.1275-4 or any successor provision
(the “contingent payment regulations”) and to be bound (in the absence of an
administrative determination or judicial ruling to the contrary) by the
Company’s determination of the comparable yield and the projected payment
schedule within the meaning of the contingent payment regulations. A holder
of
Notes may obtain the issue price amount of Tax Original Issue Discount, issue
date, yield to maturity, comparable yield and projected payment schedule for
the
Notes, determined by the Company pursuant to the contingent payment regulations,
by submitting a written request for it to the Company at the following address:
Commonwealth Telephone Enterprises, Inc., ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Vice President, Investor
Relations.
This
Note shall be
deemed to be a contract made under the laws of New York, and for all purposes
shall be construed in accordance with the laws of New York, without regard
to
conflicts of laws principles thereof.
Terms
used in this
Note and defined in the Indenture are used herein as therein
defined.
30
ABBREVIATIONS
The
following
abbreviations, when used in the inscription of the face of this Note, shall
be
construed as though they were written out in full according to applicable laws
or regulations.
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TEN
COM -
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as
tenants in common
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UNIF
GIFT MIN ACT -___ Custodian ___
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TEN
ENT -
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as
tenant by the entireties
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(Cust) (Minor)
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JT
TEN -
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as
joint tenants with right of survivorship and not as tenants in
common
|
under
Uniform Gifts to Minors Act
____________________________
(State)
|
Additional
abbreviations may also be used though not in the above list.
GUARANTEE
The
Guarantor listed below (hereinafter referred to as the “Guarantor,”
which
term includes any successors or assigns under the Indenture dated as of
August 3, 2005, between Commonwealth Telephone Enterprises, Inc. (the
“Company”)
and
The Bank of New York, as trustee (herein called the “Trustee”)
(the
“Base
Indenture”),
as
amended by the First Supplemental Indenture dated as of March 8, 2007 among
the
Company, Citizens Communications Company, a Delaware corporation (“Citizens”)
and
the Trustee (the “First
Supplemental Indenture”,
and
together with the Base Indenture, the “Indenture”),
has
irrevocably and unconditionally guaranteed on a senior basis the Guarantee
Obligations (as defined in Section 6.01 of the First Supplemental Indenture),
which include (i) the due and punctual payment of the principal of and interest
on the 2005 Series A 3¼% Convertible Notes due 2023 (the “Notes”)
of the
Company, whether at maturity, by acceleration, call for redemption, upon a
repurchase or otherwise, the due and punctual payment of interest on the overdue
principal and (to the extent permitted by law) interest on any interest on
the
Notes, and the due and punctual performance of all other obligations of the
Company, to the Holders of the Notes or the Trustee all in accordance with
the
terms set forth in Article
6
of the
First Supplemental Indenture, and (ii) in case of any extension of time of
payment or renewal of any Notes or any such other obligations, that the same
shall be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at maturity, by acceleration, call
for redemption, upon a repurchase or otherwise.
The
obligations of the Guarantor to the Holders of the Notes and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in
Article
6
of the
First Supplemental Indenture and reference is hereby made to such First
Supplemental Indenture for the precise terms of this Guarantee.
The
Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of merger or bankruptcy of the Company, any
right to require a proceeding first against the Company, the benefit of
discussion, protest or notice with respect to the Notes and all demands
whatsoever.
This
is a
continuing Guarantee and shall remain in full force and effect and shall be
binding upon the Guarantor and its successors and assigns until full and final
payment of all of the Company’s obligations under the Notes and Indenture or
until legally discharged in accordance with the Indenture and shall inure to
the
benefit of the successors and assigns of the Trustee and the Holders of the
Notes, and, in the event of any transfer or assignment of rights by any Holder
of the Notes or the Trustee, the rights and privileges herein conferred upon
that party shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions hereof. This is a Guarantee
of
payment and performance and not of collectibility.
This
Guarantee shall not be valid or obligatory for any purpose until the certificate
of authentication on the Note upon which this Guarantee is noted shall have
been
executed by the Trustee under the Indenture by the manual or facsimile signature
of one of its authorized officers.
The
obligations of the Guarantor under this Guarantee shall be limited to the extent
necessary to insure that it does not constitute a fraudulent conveyance under
applicable law.
THE
TERMS
OF ARTICLE 6 OF THE FIRST SUPPLEMENTAL INDENTURE ARE INCORPORATED HEREIN BY
REFERENCE.
Capitalized
terms used herein have the same meanings given in the Indenture unless otherwise
indicated.
IN
WITNESS WHEREOF, the Guarantor has caused this instrument to be duly
executed.
Dated:
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|
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By:
|
|
| Name: | |
| Title: | |
CONVERSION
NOTICE
|
TO:
|
COMMONWEALTH
TELEPHONE ENTERPRISES, INC.
THE
BANK OF NEW YORK
|
The
undersigned
registered owner of this Note hereby irrevocably exercises the option to convert
this Note, or the portion thereof (which is $1,000 or a multiple thereof) below
designated, in accordance with the terms of the Indenture referred to in this
Note, subject to the Company’s payment elections, and directs that any shares
issuable and deliverable upon such conversion, together with any check in
payment of any cash and any Notes representing any unconverted principal amount
hereof, be issued and delivered to the registered holder hereof unless a
different name has been indicated below. Capitalized terms used herein but
not
defined shall have the meanings ascribed to such terms in the Indenture. If
shares, any portion of this Note not converted or a check for cash payable
are
to be issued in the name of a person other than the undersigned, the undersigned
will provide the appropriate information below and pay all transfer taxes
payable with respect thereto. Any amount required to be paid by the undersigned
on account of interest, including contingent interest, if any, accompanies
this
Note.
Dated:
______________________
|
__________________________________
|
|
__________________________________
Signature(s)
|
|
Signature(s)
must be guaranteed by an “eligible
guarantor institution”
meeting the requirements of the Note Registrar, which requirements
include
membership or participation in the Security Transfer Agent Medallion
Program (“STAMP”)
or such other “signature
guarantee program”
as may be determined by the Note Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.
|
|
__________________________________
Signature
Guarantee
|
Fill
in the
registration of shares of Common Stock if to be issued, and Notes if to be
delivered, other than to and in the name of the registered holder:
|
(Name)
|
|
(Street
Address)
|
|
(City,
State and Zip Code)
|
|
Please
print name and address
|
|
Principal
amount to be converted
(if
less than all):
|
|
|
$
|
|
|
Social
Security or Other Taxpayer
Identification
Number:
|
DESIGNATED
EVENT REPURCHASE NOTICE
|
TO:
|
COMMONWEALTH
TELEPHONE ENTERPRISES, INC.
THE
BANK OF NEW YORK
|
The
undersigned
registered owner of this Note hereby irrevocably acknowledges receipt of a
notice from Commonwealth Telephone Enterprises, Inc. (the “Company”)
regarding the right of holders to elect to require the Company to repurchase
the
Notes upon the occurrence of a Designated Event with respect to the Company
and
requests and instructs the Company to repay the entire principal amount of
this
Note, or the portion thereof (which is $1,000 or an integral multiple thereof)
below designated, in accordance with the terms of the Indenture at the price
of
100% of such entire principal amount or portion thereof, together with accrued
Interest to, but excluding, the Designated Event Repurchase Date, to the
registered holder hereof. Capitalized terms used herein but not defined shall
have the meanings ascribed to such terms in the Indenture. The Notes shall
be
repurchased by the Company as of the portion thereof, together with accrued
interest to, but excluding, the Designated Event Repurchase Date pursuant to
the
terms and conditions specified in the Indenture.
$
principal amount of the Notes to which this Designated Event Repurchase Notice
relates (if less than entire principal amount)
Dated:
Signature(s):
NOTICE:
The above
signatures of the holder(s) hereof must correspond with the name as written
upon
the face of the Note in every particular without alteration or enlargement
or
any change whatever.
Note
Certificate
Number (if applicable):
Principal
amount to
be repurchased (if less than all):
Social
Security or
Other Taxpayer Identification Number:
REPURCHASE
NOTICE
|
TO:
|
COMMONWEALTH
TELEPHONE ENTERPRISES, INC.
THE
BANK OF NEW YORK
|
The
undersigned
registered owner of this Note hereby irrevocably acknowledges receipt of a
notice from Commonwealth Telephone Enterprises, Inc. (the “Company”)
regarding the right of holders to elect to require the Company to repurchase
the
Notes and requests and instructs the Company to repay the entire principal
amount of this Note, or the portion thereof (which is $1,000 or an integral
multiple thereof) below designated, in accordance with the terms of the
Indenture at the price of 100% of such entire principal amount or portion
thereof, together with accrued Interest to, but excluding, the Repurchase Date,
to the registered holder hereof. Capitalized terms used herein but not defined
shall have the meanings ascribed to such terms in the Indenture. The Notes
shall
be repurchased by the Company as of the Repurchase Date pursuant to the terms
and conditions specified in the Indenture.
$
principal amount of the Notes to which this Repurchase Notice relates (if less
than entire principal amount)
Dated:
Signature(s):
NOTICE:
The above
signatures of the holder(s) hereof must correspond with the name as written
upon
the face of the Note in every particular without alteration or enlargement
or
any change whatever.
Note
Certificate
Number (if applicable):
Principal
amount to
be repurchased (if less than all):
Social
Security or
Other Taxpayer Identification Number:
ASSIGNMENT
For
value received
______________________________hereby sell(s) assign(s) and transfer(s) unto
___________________________________ (Please insert social security or other
Taxpayer Identification Number of assignee) the within Note, and hereby
irrevocably constitutes and appoints ______________________________________
attorney to transfer said Note on the books of the Company, with full power
of
substitution in the premises.
Dated:
______________________
|
__________________________________
|
|
__________________________________
Signature(s)
|
|
Signature(s)
must be guaranteed by an “eligible
guarantor institution”
meeting the requirements of the Note Registrar, which requirements
include
membership or participation in the Security Transfer Agent Medallion
Program (“STAMP”)
or such other “signature
guarantee program”
as may be determined by the Note Registrar in addition to, or
in
substitution for, STAMP, al in accordance with the Securities
Exchange Act
of 1934, as amended.
|
|
__________________________________
Signature
Guarantee
|
NOTICE:
The signature on the Conversion Notice, the Designated Event Repurchase Notice,
the Repurchase Notice or the Assignment must correspond with the name as written
upon the face of the Note in every particular without alteration or enlargement
or any change whatever.
COMMONWEALTH
TELEPHONE
ENTERPRISES, INC.
2005
Series A 3¼% Convertible Note due 2023
No.
2
The
original principal amount of this Note is
$[ ]
DOLLARS
($[ ]).
The principal amount has been adjusted in accordance with the terms of the
Indenture as set forth below:
|
Date
|
Principal
Amount
|
Notation
Explaining Principal Amount Recorded
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Authorized
Signature of Trustee or Custodian
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