Exhibit 4.5

THIRD SUPPLEMENTAL INDENTURE

7.125% SENIOR NOTES DUE 2024

 

Third Supplemental Indenture (this “Supplemental Indenture”), dated as of May 9, 2017, among Uniti Group LP, a Delaware limited partnership (the “Successor Issuer”), Uniti Fiber Holdings Inc., a Delaware corporation (the “New Subsidiary Issuer”), CSL Capital, LLC, a Delaware limited liability company (the “Co-Issuer”), Uniti Group Inc. (the “Predecessor Issuer”), the guarantors listed on the signature pages hereto, including Uniti Group Finance Inc. (the “New Guaranteeing Subsidiary” and together with the other guarantors party hereto, the “Guarantors”), and Wells Fargo Bank, National Association, a national banking association, as trustee  (the “Trustee”).

 

W I T N E S S E T H

 

WHEREAS, the Predecessor Issuer and the Co-Issuer have heretofore executed and delivered to the Trustee an indenture, dated as of December 15, 2016, as amended and supplemented through the date hereof (the “Indenture”), providing for the issuance of  the 7.125% Senior  Notes due 2024 (the “Notes”);

 

WHEREAS, the Predecessor Issuer has transferred substantially all of its assets to the Successor Issuer;

 

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 of the obligations of the Predecessor Issuer under the Indenture and the Notes;

 

WHEREAS, pursuant to Section 5.01 of the Indenture, upon a transfer of all or substantially all of the assets by the Predecessor Issuer to the Successor Issuer and the assumption by the Successor Issuer of all of the obligations of the Predecessor Issuer under the Indenture and the Notes, the Predecessor Issuer is automatically released and discharged from its obligations under the Indenture and the Notes;

 

WHEREAS, pursuant to Section 5.01(a)(i), the Successor Issuer to whom such transfer of all or substantially all of the assets of the Predecessor Issuer is made 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, provided that if such Successor Issuer is not a corporation, then a corporation organized or existing under such laws shall be a co-obligor of the Notes;

 

WHEREAS, the parties hereto desire to amend the Indenture to evidence the addition of the New Subsidiary Issuer, a corporation that is a subsidiary of the Successor Issuer, as a joint and several co-issuer of the Notes under the Indenture along with the other issuers thereof;

 











 

WHEREAS, pursuant to Section 9.01(c) of the Indenture, the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture without the consent of any Holder to comply with Section 5.01 of the Indenture;

 

WHEREAS, the Indenture provides that under certain circumstances the New Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental Indenture pursuant to which the New Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture; and

 

WHEREAS, pursuant to Sections 9.01(c), 9.01(i) 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 of which is hereby acknowledged, the parties 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) The Successor Issuer hereby expressly assumes and agrees to perform all obligations of the Predecessor Issuer under the Indenture 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 and the Notes.

 

(c)  The Successor Issuer, as the successor Person to which a sale, assignment, transfer, lease, conveyance or other disposition of substantially all the assets of the Predecessor Issuer was made, 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 the “Issuer” in the Indenture) shall refer instead to the Successor Issuer), and may exercise every right and power of the Issuer under the Indenture with the same effect as if such Successor Issuer had been named as the Issuer in the Indenture.

 

Section 3. The New Subsidiary Issuer hereby expressly agrees, as of the date hereof, to assume, and to be jointly and severally liable with the Successor Issuer and the Co-Issuer, as a primary obligor and not as a guarantor or surety, with respect to, any and all payment obligations under the Indenture and the Notes on the terms and subject to the conditions set forth in the Indenture.  From and after the date hereof, the New Subsidiary Issuer shall no longer be a Guarantor of payment obligations under the Indenture and the Notes but shall be jointly and severally liable with the Successor Issuer and Co-Issuer with respect to such obligations.

 

Section 4. The New Guaranteeing Subsidiary, 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 Guarantors, including, but not limited to, Article 10 thereof.

 

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

 

Section 6.  This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile 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 7.  This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

 

Section 8. Except as expressly supplemented and amended by this Supplemental Indenture, the Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Indenture (as supplemented and amended by this Supplemental Indenture) is in all respects hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided.

 

Section 9. If there is any conflict or inconsistency between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.

 

Section 10.  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 11. 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, all as of the date first above written.

 

 

	
 
    	
UNITI GROUP LP
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
UNITI GROUP INC., as its general partner
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Daniel L. Heard
    
	
 
    	
 
    	
Name:
    	
Daniel L. Heard
    
	
 
    	
 
    	
Title:
    	
Executive Vice President — General Counsel and   Secretary
    


 

	
 
    	
UNITI FIBER HOLDINGS INC.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Daniel L. Heard
    
	
 
    	
 
    	
Name:
    	
Daniel L. Heard
    
	
 
    	
 
    	
Title:
    	
Executive Vice President — General Counsel and   Secretary
    


 

	
 
    	
CSL CAPITAL, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Daniel L. Heard
    
	
 
    	
 
    	
Name:
    	
Daniel L. Heard
    
	
 
    	
 
    	
Title:
    	
Executive Vice President — General Counsel and   Secretary
    


 

[Signature Page to Third Supplemental Indenture — 7.125% Senior Notes due 2024]

 











 

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

 

 

	
 
    	
UNITI GROUP INC., as Predecessor Issuer
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Daniel L. Heard
    
	
 
    	
 
    	
Name:
    	
Daniel L. Heard
    
	
 
    	
 
    	
Title:
    	
Executive Vice President — General Counsel and   Secretary
    


 

[Signature Page to Third Supplemental Indenture — 7.125% Senior Notes due 2024]

 











 

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

 

	
 
    	
       GUARANTORS:
    
	
 
    	
 
    
	
 
    	
CSL NATIONAL GP, LLC
    
	
 
    	
CSL ALABAMA SYSTEM, LLC
    
	
 
    	
CSL ARKANSAS SYSTEM, LLC
    
	
 
    	
CSL FLORIDA SYSTEM, LLC
    
	
 
    	
CSL IOWA SYSTEM, LLC
    
	
 
    	
CSL MISSISSIPPI SYSTEM, LLC
    
	
 
    	
CSL MISSOURI SYSTEM, LLC
    
	
 
    	
CSL NEW MEXICO SYSTEM, LLC
    
	
 
    	
CSL OHIO SYSTEM, LLC
    
	
 
    	
CSL OKLAHOMA SYSTEM, LLC
    
	
 
    	
CSL REALTY, LLC
    
	
 
    	
CSL TEXAS SYSTEM, LLC
    
	
 
    	
CSL NORTH CAROLINA REALTY GP, LLC
    
	
 
    	
CSL TENNESSEE REALTY PARTNER, LLC
    
	
 
    	
CSL TENNESSEE REALTY, LLC
    
	
 
    	
CONTACT NETWORK, LLC
    
	
 
    	
PEG BANDWIDTH DC, LLC
    
	
 
    	
PEG BANDWIDTH DE, LLC
    
	
 
    	
PEG BANDWIDTH IA, LLC
    
	
 
    	
PEG BANDWIDTH LA, LLC
    
	
 
    	
PEG BANDWIDTH MA, LLC
    
	
 
    	
PEG BANDWIDTH MS, LLC
    
	
 
    	
PEG BANDWIDTH TX, LLC
    
	
 
    	
PEG BANDWIDTH VA, LLC
    
	
 
    	
UNITI FIBER HOLDINGS - TC LLC
    
	
 
    	
UNITI FIBER LLC
    
	
 
    	
UNITI LEASING LLC
    
	
 
    	
UNITI TOWERS LLC
    
	
 
    	
UNITI TOWERS NMS HOLDINGS LLC
    
	
 
    	
UNITI TOWERS — NMS INVESTOR LLC
    
	
 
    	
UNITI GROUP FINANCE INC.
    


 

 

	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Daniel L. Heard
    
	
 
    	
 
    	
Name:
    	
Daniel L. Heard
    
	
 
    	
 
    	
Title:
    	
Executive Vice President — General Counsel   and Secretary
    


 

[Signature Page to Third Supplemental Indenture — 7.125% Senior Notes due 2024]

 











 

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

 

 

	
 
    	
CSL NATIONAL, LP, as a Guarantor
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
CSL NATIONAL GP, LLC, as its general   partner
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
/s/ Daniel L. Heard
    
	
 
    	
 
    	
 
    	
 
    	
Name:
    	
Daniel L. Heard
    
	
 
    	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice President — 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/ Daniel L. Heard
    
	
 
    	
 
    	
 
    	
 
    	
Name:
    	
Daniel L. Heard
    
	
 
    	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice President — 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/ Daniel L. Heard
    
	
 
    	
 
    	
 
    	
 
    	
Name:
    	
Daniel L. Heard
    
	
 
    	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice President — General Counsel   and Secretary
    
							


 

	
 
    	
UNITI HOLDINGS LP, as a Guarantor
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
UNITI HOLDINGS GP LLC, as its general   partner
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
/s/ Daniel L. Heard
    
	
 
    	
 
    	
 
    	
 
    	
Name:
    	
Daniel L. Heard
    
	
 
    	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice President — General Counsel   and Secretary
    
							


 

[Signature Page to Third Supplemental Indenture — 7.125% Senior Notes due 2024]

 











 

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

 

	
 
    	
UNITI LATAM LP, as a Guarantor
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
UNITI LATAM GP LLC, as its general partner
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
/s/ Daniel L. Heard
    
	
 
    	
 
    	
 
    	
 
    	
Name:
    	
Daniel L. Heard
    
	
 
    	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice President — General Counsel   and Secretary
    
							


 

	
 
    	
UNITI QRS HOLDINGS LP, as a Guarantor
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
UNITI QRS Holdings GP LLC, as its general   partner
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
/s/ Daniel L. Heard
    
	
 
    	
 
    	
 
    	
 
    	
Name:
    	
Daniel L. Heard
    
	
 
    	
 
    	
 
    	
 
    	
Title:
    	
Executive Vice President — General Counsel   and Secretary
    
							


 

[Signature Page to Third Supplemental Indenture — 7.125% Senior Notes due 2024]

 











 

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

 

	
 
    	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Patrick T. Giordano
    
	
 
    	
 
    	
Name:
    	
Patrick T. Giordano
    
	
 
    	
 
    	
Title:
    	
Vice President
    


 

[Signature Page to Third Supplemental Indenture — 7.125% Senior Notes due 2024]