EX-10.11



 Exhibit 10.11 

HOLDINGS AGREEMENT 
 This
HOLDINGS AGREEMENT (this “Agreement”) dated as of April 24, 2015, is entered into by and among WINDSTREAM HOLDINGS, INC., a Delaware corporation (“Tenant”), WINDSTREAM SERVICES, LLC
(“Borrower”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent (“Administrative Agent”) on behalf of the Lenders (as hereinafter defined). 

RECITALS 
 WHEREAS,
CSL National LP and the other landlord entities set forth on Schedule 1 attached hereto (collectively, “Landlord”) and Tenant entered into that certain Master Lease, dated as of the date hereof (as the same may be amended or
restated from time to time, the “Lease”) pursuant to which Landlord granted to Tenant a leasehold estate in and to the Leased Property. 

WHEREAS, Borrower is a subsidiary of Tenant. 

WHEREAS, pursuant to the terms of that certain Sixth Amended and Restated Credit Agreement, dated as of the date hereof, by and among
Borrower, the lenders party thereto (together with their successors and/or assigns, the “Lenders”), Administrative Agent, and the documentation agents referred to therein (as the same may be amended, restated, modified, renewed or
replaced from time to time, the “Credit Agreement”) and the other documents executed in connection therewith, the Lenders agreed to make certain loan proceeds available to Borrower. 

WHEREAS, Administrative Agent, acting on behalf of the Lenders, has requested that Tenant agree to certain matters with respect to the
Lease as more particularly described herein. 
 WHEREAS, capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Lease. 
 AGREEMENTS 

NOW, THEREFORE, the parties agree as follows: 

1. Tenant Agreements. 
  

	 	a.	 Tenant agrees that it will not (i) terminate or allow or consent to the termination of the Lease other than upon the expiration or termination
thereof with respect to any particular property or properties pursuant to Section 1.4 (Renewal Terms), 8.2 (Compliance with Legal and Insurance Requirements, etc.), 14.5 (Insurance Proceeds Paid to Facility Mortgagee) or 15.5 (Termination of
Master Lease; Abatement of Rent) of the Lease or (ii) enter into any amendment, waiver or modification to the Lease 










	 	
if such amendment, waiver or modification (A) shortens the remaining term of the Lease to less than 10 years including extension or renewal options from the date of such amendment, waiver or
modification, or (B) amends, waives or modifies Article XIV (Insurance Proceeds), Article XV (Condemnation), Article XVI (Events of Default), Article XVII (Leasehold Mortgagees), Article XXII (Assignments) or Article XXXVI (Organized Sale
Process), in each case of this clause (B) in a manner adverse in any material respect to the interests of the Lenders, 

  

	 	b.	Tenant shall not transfer its rights or obligations under the Lease to any Person other than to Borrower (without the consent of the Lenders). 


 

	 	c.	Tenant shall cause any of its lenders to acknowledge and agree to recognize the rights of the Administrative Agent and the Lenders pursuant to this Agreement. 


 

	 	d.	Tenant shall not (i) incur or permit to exist any lien on its interest in the Lease (other than a Permitted Encumbrance (as defined in the Credit Agreement) of the type described in clause (a), (h) (but only
to the extent granted in favor of a Wireline Company) or (i) of the definition thereof) or (ii) incur Indebtedness (as defined in the Credit Agreement) other than (i) Indebtedness owed by Tenant to any Wireline Company (as defined in
the Credit Agreement) and (ii) guarantees made by Tenant of any obligations (other than Indebtedness) of any Wireline Company incurred in the ordinary course of business, including with respect to contingent obligations under purchase
agreements or sale agreements by its subsidiaries. 

 2. General Terms. 

 

	 	a.	This Agreement shall be governed by and construed under the laws of the State of New York, except to the extent preempted by federal law, in which case federal law shall control. 


 

	 	b.	Each party to this Agreement has substantial experience with the subject matter of this Agreement and has each fully participated in the negotiation and drafting of this Agreement and has been advised by counsel of its
choice with respect to the subject matter hereof. Accordingly, this Agreement shall be construed without regard to the rule that ambiguities in a document are to be construed against the drafter. 


 

	 	c.	The Recitals to this Agreement are incorporated as a part of this Agreement. The captions and headings of various sections of this Agreement are for convenience only and are not to be considered as defining or limiting
in any way the scope or intent of the provisions of this Agreement. 


  
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	 	d.	This Agreement may be signed in multiple counterparts with the same effect as if all signatories had executed the same instrument. 

  

	 	e.	This Agreement may be amended by an instrument executed and delivered by the parties hereto. 


3. No Third Party Beneficiaries. The parties hereto acknowledge and agree that there are no third party beneficiaries of this Agreement
for all purposes. 
 4. Termination. Upon the full satisfaction of the Obligations (as defined in the Credit Agreement) except for
indemnities and other obligations which by the express terms of the relevant Loan Documents (as defined in the Credit Agreement) survive the satisfaction of the Obligations, this Agreement and the rights granted to Administrative Agent hereunder
shall automatically terminate. 
 [Remainder of Page Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
set forth above. 
  

			
	TENANT:
	
	WINDSTREAM HOLDINGS, INC.,
		
	By:		 /s/ Tony Thomas

	Name:		Tony Thomas
	Title:		President & CEO
	
	BORROWER:
	
	WINDSTREAM SERVICES, LLC,
		
	By:		 /s/ Robert E. Gunderman

	Name:		Robert E. Gunderman
	Title:		CFO and Treasurer
	
	ADMINISTRATIVE AGENT:
	
	JPMORGAN CHASE BANK, N.A.
		
	By:		 /s/ Timothy D. Lee

	Name:		Timothy D. Lee
	Title:		Vice President


 Signature page to Agreement 







 SCHEDULE 1 

CSL Alabama System, LLC 
 CSL Arkansas System, LLC 

CSL Florida System, LLC 
 CSL Georgia System, LLC 

CSL Iowa System, LLC 
 CSL Kentucky System, LLC 

CSL Mississippi System, LLC 
 CSL Missouri System, LLC 

CSL New Mexico System, LLC 
 CSL Ohio System, LLC 

CSL Oklahoma System, LLC 
 CSL Texas System, LLC 

CSL Realty, LLC 
 CSL Georgia Realty, LLC 

CSL North Carolina System, LP 
 CSL North Carolina Realty, LP 

CSL Tennessee Realty, LLC