amendmentno2topsa






                                                                   Exhibit 10.3                                                               Execution Version      AMENDMENT NO. 2 TO THE CHAPTER 11 PLAN SUPPORT AGREEMENT        THIS  SECOND  AMENDMENT  TO  THE  CHAPTER  11  PLAN  SUPPORT  AGREEMENT (this “Second Amendment”) is made as of March 13, 2020 by and among all of  the following: the (a) Company Parties and (b) Required Consenting Creditors (each as defined in  the  Chapter  11  Plan  Support  Agreement  and  listed  on  the  signature  pages  attached  hereto,  collectively,  the  “Required  Amendment  Parties”)  and  amends  that  certain  Chapter  11  Plan  Support Agreement, dated as of March 2, 2020, by and among the Required Amendment Parties  (as amended on March 9, 2020 (the “First Amendment”), the “Plan Support Agreement”).1   Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms  in the Plan Support Agreement.         WHEREAS,  the  Required  Amendment  Parties  desire  to  amend  the  Plan  Support  Agreement as set forth in this Second Amendment;         WHEREAS, Section 14 of the Plan Support Agreement permits the Required Amendment  Parties  to  modify,  amend  or  supplement  the  Plan  Support  Agreement  with  the  consent  of  the  Required Amendment Parties as set forth above;         NOW, THEREFORE, in consideration of the mutual covenants and agreements and other  good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,  the Required Amendment Parties hereby agree as follows:          1.  Second Amendment.  The Plan Support Agreement is hereby replaced with Exhibit 1 attached hereto and all references to the “Plan Support Agreement” or the “Agreement” in the  Plan Support Agreement shall be to Exhibit 1 attached hereto.  Attached hereto as Exhibit 2 is a  redline of the Plan Support Agreement reflecting the changes.          2.  Ratification.  Except as specifically provided for in the First Amendment and this Second Amendment, no changes, amendments, or other modifications have been made on or prior  to the date hereof or are being made to the terms of the Plan Support Agreement or the rights and  obligations of the parties thereunder, all of which such terms are hereby ratified and confirmed  and remain in full force and effect.           3.  Effect of Second Amendment.  This Second Amendment shall be effective on the date on which the Company Parties have executed this Second Amendment and received signature  pages from (i) all of the other Required Amendment Parties and (ii) holders of at least two-thirds  of the aggregate outstanding principal amount of Midwest Notes Claims (as defined in the Plan  Support  Agreement)  (the  “Second  Amendment  Effective  Date”).   Following  the  Second  Amendment  Effective  Date,  whenever  the  Plan  Support  Agreement  is  referred  to  in  any  agreements, documents, and instruments, such reference shall be deemed to be to the Plan Support  Agreement as amended by this Second Amendment.           4.  Joinder.   Any  holder  of  Company  Claims/Interests  may  become  a  Consenting Creditor  by  executing  a  signature  page  to  the  Plan  Support  Agreement  in  form  and  substance  acceptable to the Company Parties and delivering such executed signature page to the parties set  forth  in  section  16.10  of  the  Plan  Support  Agreement.   Upon  such  execution,  such  holder  of   1  Capitalized terms used by not defined herein have the meanings given to them in the Plan Support Agreement,     as amended by this Second Amendment.





 






Company Claims/Interests shall have all the rights of a Consenting Creditor (and Priority Non- Backstop Party, as applicable) under the Plan Support Agreement, as amended by this Second  Amendment.          5.  Survival.  This Second Amendment shall be binding upon and inure to the benefit  of and be enforceable by the successors and permitted assigns of the Parties (as defined in the Plan  Support Agreement).           6.  Governing Law; Submission to Jurisdiction; Selection of Forum.  For the avoidance  of  doubt,  this  Second  Amendment  and  interpretation  of  this  Second  Amendment  shall  be  in  accordance with Section 16.05 of the Plan Support Agreement.           7.  Execution of Second Amendment.  This Second Amendment may be executed and  delivered in any number of counterparts and by way of electronic signature and delivery, each such  counterpart, when executed and delivered, shall be deemed an original, and all of which together  shall constitute the same agreement.  Each individual executing this Second Amendment on behalf  of a Required Amendment Party has been duly authorized and empowered to execute and deliver  this Second Amendment on behalf of said Required Amendment Party.                               [Signature pages follow.]





 






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                        FRANKLIN MUTUAL ADVISERS, LLC on                          behalf of its advisory clients                           By:                           Name:    Shawn Tumulty                          Title:   Vice President    [Signata~re Page to Amendment No. 2 to Plan Sa~pport Agreement] 





 






                       Exhibit 1   Plan Support Agreement                  





 






                                                              Execution Version  THIS CHAPTER 11 PLAN SUPPORT AGREEMENT IS NOT AN OFFER OR ACCEPTANCE  WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A  CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY  CODE.  ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE  SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE.  NOTHING  CONTAINED  IN  THIS  CHAPTER  11  PLAN  SUPPORT  AGREEMENT  SHALL  BE  AN  ADMISSION  OF  FACT  OR  LIABILITY  OR,  UNTIL  THE  OCCURRENCE  OF  THE  AGREEMENT  EFFECTIVE  DATE  ON  THE  TERMS  DESCRIBED  HEREIN,  DEEMED  BINDING ON ANY OF THE PARTIES HERETO.                     CHAPTER 11 PLAN SUPPORT AGREEMENT        This CHAPTER 11 PLAN SUPPORT AGREEMENT (including all exhibits, annexes, and  schedules hereto in accordance with Section 16.02, this “Agreement”) is made and entered into  as of March 2, 2020 (the “Execution Date”), by and among the following parties (each of the  following described in sub-clauses (i) through (v) of this preamble, collectively, the “Parties”):1        i.    Windstream Holdings, Inc. (“Holdings”), Windstream Services, LLC (“Services”),              and  each  of  their  direct  and  indirect  subsidiaries  listed  on  Exhibit  A-1  and              Exhibit A-2 to this Agreement (collectively, together with Holdings and Services,              the “Company Parties”);         ii.   the undersigned holders of, or investment advisors, sub-advisors, or managers of              discretionary accounts that hold, First Lien Claims that have executed and delivered              counterpart signature pages to this Agreement, a Joinder, or a Transfer Agreement              to  counsel  to  the  Company  Parties  (collectively,  the “Consenting  First  Lien              Creditors”);        iii.  Elliott  Investment  Management  LP  and  its  affiliated  funds  in  their  capacity  as              holders of First Lien Claims, Second Lien Claims, and Unsecured Notes Claims              (collectively,  “Elliott”  and,  together  with  the  Consenting  First  Lien  Creditors,              the “Consenting Elliott and First Lien Creditors”);         iv.   Uniti Group Inc. and each of its direct and indirect subsidiaries listed on Exhibit B              to this Agreement (collectively, the “Uniti Parties”); and        v.    the undersigned holders of, or investment advisors, sub-advisors, or managers of              discretionary accounts that hold, Midwest Notes Claims that have executed and              delivered counterpart signature pages to this Agreement, a Joinder, or a Transfer              Agreement  to  counsel  to  the  Company  Parties  (collectively,  the “Consenting              Midwest Noteholders” and, together with the Consenting Elliott and First Lien              Creditors, the “Consenting Creditors”).    1 Capitalized terms used but not defined in the preamble and recitals to this Agreement have the meanings ascribed to them in    Section 1, the Restructuring Term Sheet, or the Uniti Term Sheet, as applicable.





 






                                  RECITALS        WHEREAS, on February 25, 2019 (the “Petition Date”), each of the Company Parties  commenced cases (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code  (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New  York (the “Bankruptcy Court”);        WHEREAS, the Company Parties and the Consenting Creditors have in good faith and at  arms’ length negotiated certain restructuring and recapitalization transactions with respect to the  Company Parties’ capital structure on the terms set forth in this Agreement and as specified in the  term sheet attached as Exhibit C hereto (the “Restructuring Term Sheet” and, such transactions  as  described  in  the  Restructuring  Term  Sheet,  the  “Restructuring  Transactions”),  subject  to  agreement on definitive documentation and approval by the Court;        WHEREAS, on July 25, 2019, Holdings and Services initiated an adversary proceeding  styled as Windstream Holdings, Inc. and Windstream Services, LLC v. Uniti Group, Inc. et al.,  Case No. 19-08279 (RDD) (the “Adversary Proceeding”) against certain Uniti Parties;        WHEREAS,  the  Parties  have  engaged  in  arm’s-length,  good  faith  discussions  in  the  context of a mediation overseen by the Honorable Shelley C. Chapman;        WHEREAS,  to  avoid  any  further  expenditure  of  time,  effort,  and  money,  and  the  uncertainty  inherent  in  the  Adversary  Proceeding,  the  Parties  desire  fully  and  finally  to  compromise and resolve all claims and counterclaims asserted in the Adversary Proceeding or  otherwise relating in any way to the subject matter of the Adversary Proceeding upon the terms  and conditions set forth in the term sheet attached as Exhibit D hereto (the “Uniti Term Sheet,”  and, the transactions described in the Uniti Term Sheet, the “Uniti Transactions”), subject to  agreement on definitive documentation and approval by the Court;        WHEREAS, the Parties have agreed to take certain actions to implement the Restructuring  Transactions and the Uniti Transactions on the terms and conditions set forth in this Agreement;  and        NOW,  THEREFORE,  in  consideration  of  the  covenants  and  agreements  contained  herein,  and  for  other  valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby  acknowledged, each Party, intending to be legally bound hereby, agrees as follows:                                  AGREEMENT  Section 1.  Definitions and Interpretation.        1.01. Definitions.  The following terms shall have the following definitions:         “Ad Hoc Group of Midwest Noteholders” means that certain ad hoc group of holders of  Company Claims/Interests as disclosed in the Second Amended Verified Statement of Shearman &  Sterling  LLP  Pursuant  to  Bankruptcy  Rule  2019  [Docket  No.  1250],  as  amended,  restated,  supplemented, or otherwise modified from time to time.                                        2





 






      “Administrative Claim” means a Claim for costs and expenses of administration of the  Chapter 11 Cases pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy  Code, including:  (a) the actual and necessary costs and expenses incurred on or after the Petition  Date until and including the Effective Date of preserving the Estates and operating the Debtors’  businesses;  (b)  Claims  for  compensation  for  services  rendered  or  reimbursement  of  expenses  incurred under sections 330, 331, 503(b)(2), 503(b)(3), 503(b)(4), or 503(b)(5) of the Bankruptcy  Code; and (c) all fees and charges assessed against the Estates pursuant to section 1930 of chapter  123 of title 28 of the United States Code.        “Adversary Proceeding” has the meaning set forth in the recitals to this Agreement        “Affiliate” has the meaning ascribed to it in section 101(2) of the Bankruptcy Code.        “Agent” means any administrative agent, collateral agent, or similar Entity under the First  Lien Loans, including any successors thereto.        “Agents/Trustees” means, collectively, each of the Agents and Trustees.         “Agreement Effective Date” means the date on which the conditions set forth in Section  2  have  been  satisfied  or  waived  by  the  appropriate  Party  or  Parties  in  accordance  with  this  Agreement.        “Agreement  Effective  Period”  means,  with  respect  to  a  Party,  the  period  from  the  Agreement Effective Date to the Termination Date applicable to that Party.        “Agreement” has the meaning set forth in the preamble to this Agreement and, for the  avoidance of doubt, includes all the exhibits, annexes, and schedules hereto in accordance with  Section 16.02 (including the Restructuring Term Sheet and the Uniti Term Sheet).        “Allowed” means, as to a Claim or an Interest, a Claim or an Interest allowed under the  Plan, under the Bankruptcy Code, or by a final order, as applicable.  For the avoidance of doubt,  (a) there is no requirement to file a Proof of Claim (or move the Bankruptcy Court for allowance)  to be an Allowed Claim under the Plan, and (b) the Debtors may affirmatively determine to deem  unimpaired Claims Allowed to the same extent such Claims would be allowed under applicable  nonbankruptcy law.        “Alternative  Restructuring  Proposal”  means  any  inquiry,  proposal,  offer,  bid,  term  sheet,  discussion,  or  agreement  with  respect  to  a  sale,  disposition,  new-money  investment,  restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt  investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization,  share exchange, business combination, or similar transaction involving any one or more Company  Parties  or  the  debt,  equity,  or  other  interests  in  any  one  or  more  Company  Parties  that  is  an  alternative to one or more of the Restructuring Transactions and that (following entry of the Uniti  9019  Order)  (i) is  consistent  in  all  material  respects  with  the  Uniti  Term  Sheet  and  Uniti  Documents and (ii) would not frustrate or impede the approval, implementation, or consummation  of the Uniti Transactions as described in the Uniti Term Sheet and the Uniti Documents.        “Bankruptcy Code” has the meaning set forth in the recitals to this Agreement.                                        3





 






      “Bankruptcy Court” has the meaning set forth in the recitals to this Agreement.        “Business Day” means any day other than a Saturday, Sunday, or other day on which  commercial banks are authorized to close under the Laws of, or are in fact closed in, the state of  New York.        “Cause  of  Action”  means  any claims,  interests,  damages,  remedies,  causes  of  action,  demands,  rights,  actions,  suits,  obligations,  liabilities,  accounts,  defenses,  offsets,  powers,  privileges,  licenses,  liens,  indemnities,  guaranties,  and  franchises  of  any  kind  or  character  whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising,  contingent or non-contingent, liquidated or unliquidated, secured or unsecured, assertable, directly  or derivatively, matured or unmatured, suspected or unsuspected, in contract, tort, law, equity, or  otherwise. Causes of Action also include: (a) all rights of setoff, counterclaim, or recoupment and  claims  under  contracts  or  for  breaches  of  duties  imposed  by  law;  (b)  the  right  to  object  to  or  otherwise contest Claims or Interests; (c) claims pursuant to sections 362, 510, 542, 543, 544  through 550, or 553 of the Bankruptcy Code; and (d) such claims and defenses as fraud, mistake,  duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy Code.        “Chapter 11 Cases” has the meaning set forth in the recitals to this Agreement.        “Claim” has the meaning ascribed to it in section 101(5) of the Bankruptcy Code.        “Company Claims/Interests” means any Claim against, or Equity Interest in, a Company  Party, including the First Lien Claims, the Second Lien Claims, Midwest Notes Claims and the  Unsecured  Notes  Claims;  provided  that,  with  respect  to  Elliott,  the  term  “Company  Claims/Interests” shall expressly exclude Excess Second Lien Claims and Excess Unsecured Notes  Claims, except as specified herein; provided, further, that the “Company Claims/Interests” with  respect to a Permitted Transferee of Second Lien Claims or Unsecured Claims shall include only  those Second Lien Claims or Unsecured Notes Claims transferred to such Permitted Transferee by  a Consenting Creditor and shall not include any other Second Lien Claims or Unsecured Notes  Claims either (i) held by such Permitted Transferee on the date of such Transfer or (ii) subsequently  acquired from a Person that is not a Consenting Creditor, unless such Permitted Transferee was a  Consenting Creditor on the date of such Transfer.        “Company Parties” has the meaning set forth in the recitals to this Agreement.        “Confidentiality  Agreement”  means  an  executed  confidentiality  agreement,  including  with respect to the issuance of a “cleansing letter” or other public disclosure of material non-public  information agreement, in connection with any proposed Restructuring Transactions.        “Confirmation Hearing” means the hearing to consider confirmation of the Plan.        “Confirmation Order” means the confirmation order with respect to the Plan.        “Confirmation” means entry of the Confirmation Order on the docket of the Chapter 11  Cases.        “Consenting Creditors” has the meaning set forth in the preamble to this Agreement.                                        4





 






      “Consenting Elliott and First Lien Creditors” has the meaning set forth in the preamble  to this Agreement.        “Consenting Midwest Noteholders” has the meaning set forth in the preamble to this  Agreement.        “Consummation” means the occurrence of the Effective Date.        “Debtors” means the Company Parties that have commenced Chapter 11 Cases.        “Definitive  Documents”  means  the  documents  listed  in  Section 3.01,  provided  that,  notwithstanding anything to the contrary in Section 3.01 or otherwise in this Agreement, in no  event shall the Uniti Stock Sale Documents be included in the definition of Definitive Documents.        “DIP Agent” means Citibank N.A. in its capacity as administrative agent and collateral  agent under the DIP Credit Agreement.        “DIP Claims” means all Claims derived from, based upon, or secured pursuant to the DIP  Credit Agreement, including Claims for all principal amounts outstanding, interest, fees, expenses,  costs, and other charges arising thereunder or related thereto, in each case, with respect to the DIP  Facility.        “DIP Credit Agreement” means that certain superpriority secured debtor-in-possession  credit agreement (as may be amended, supplemented, or otherwise modified from time to time)  dated March 13, 2019, between Windstream Holdings, Inc. and Windstream Services, LLC, as  borrowers, the Debtor guarantors that are party thereto, the lenders party thereto, DIP Agent, and  Credit  Suisse  Loan  Funding  LLC,  Goldman  Sachs  Bank  USA,  JPMorgan  Chase  Bank,  N.A.,  Barclays Bank PLC, and Deutsche Bank Securities Inc., as co-documentation agents.        “DIP Facility” means that certain debtor-in-possession financing facility in accordance to  the terms and conditions set forth in the DIP Credit Agreement.        “DIP Lenders” means the lenders party to the DIP Credit Agreement with respect to the  DIP Facility.        “Disclosure  Statement  Motion”  means  the  motion  seeking,  among  other  things,  (a) approval of the Disclosure Statement, (b) approval of procedures for soliciting, receiving, and  tabulating  votes  on  the  Plan  and  for  filing  objections  to  the  Plan,  and  (c)  to  schedule  the  Confirmation Hearing.        “Disclosure Statement” means the related disclosure statement with respect to the Plan  and any exhibits thereto.        “Elliott” has the meaning set forth in the preamble to this Agreement.        “Entity” shall have the meaning set forth in section 101(15) of the Bankruptcy Code.                                         5





 






      “Equity Interests” or “Interests” means, collectively, the shares (or any class thereof),  common  stock,  preferred  stock,  limited  liability  company  interests,  and  any  other  equity,  ownership,  or  profits  interests  of  any  Company  Party,  and  options,  warrants,  rights,  or  other  securities or agreements to acquire or subscribe for, or which are convertible into the shares (or  any class thereof) of, common stock, preferred stock, limited liability company interests, or other  equity, ownership, or profits interests of any Company Party (in each case whether or not arising  under or in connection with any employment agreement).        “Estate”  means  the  estate  of  any Debtor  created  under  sections 301  and  541  of  the  Bankruptcy Code upon the commencement of the applicable Debtor’s Chapter 11 Case.        “Excess Second Lien Claims” means any Claim on account of the Second Lien Notes held  by Elliott as of the Agreement Effective Date that exceeds a face amount equal to one-third of the  principal amount of all Second Lien Notes plus one dollar.        “Excess Unsecured Notes Claims” means any Claim on account of the Unsecured Notes  held by Elliott as of the Agreement Effective Date that exceeds a face amount equal to one-third  of the principal amount of all Unsecured Notes plus one dollar.        “Execution Date” has the meaning set forth in the preamble to this Agreement.        “First Lien Ad Hoc Group” means that certain ad hoc group of holders of Company  Claims/Interests as disclosed in the Third Amended Verified Statement of the First Lien Ad Hoc  Group Pursuant to Bankruptcy Rule 2019 [Docket No. 1444], as amended, restated, supplemented,  or otherwise modified from time to time        “First Lien Claim” means any Claim on account of the First Lien Loans or the First Lien  Notes.        “First Lien Loans” means the revolving loans and term loans under that certain Sixth  Amended and Restated Credit Agreement, originally dated as of July 17, 2006, and amended and  restated on April 24, 2015 (as amended, restated, modified, supplemented, or replaced from time  to time in accordance with its terms), by and between Services, the lenders party thereto, J.P.  Morgan Chase Bank, N.A., as administrative agent and collateral agent, and certain other parties  thereto.        “First Lien Notes” means the 8.625% Senior First Lien Notes due 2025 issued by Services  and Windstream Finance Corp.        “General  Unsecured  Claim”  means any  Claim  other  than  an  Administrative  Claim,  a  Secured Tax Claim, an Other Secured Claim, a Priority Tax Claim, an Other Priority Claim, a First  Lien Claim, a Midwest Notes Claim, a Second Lien Claim, or a DIP Claim.        “Intercompany Claim” means Claim held by a Debtor against a Debtor.        “Intercompany Interest” means an Interest in a Debtor held by a Debtor.                                         6





 






      “Law” means any federal, state, local, or foreign law (including common law), statute,  code, ordinance, rule, regulation, order, ruling, or judgment, in each case, that is validly adopted,  promulgated, issued, or entered by a governmental authority of competent jurisdiction (including  the Bankruptcy Court).        “Midwest Notes Claim” means any Claim on account of the Midwest Notes.        “Midwest  Notes”  means  the  6.750%  Secured  Notes  due  2028  issued  by  Windstream  Holding of the Midwest, Inc.         “Other  Priority  Claim”  means  any Claim  other  than  an  Administrative  Claim  or  a  Priority Tax Claim entitled to priority in right of payment under section 507(a) of the Bankruptcy  Code.        “Other Secured Claim” means any Secured Claim, including any Secured Tax Claim,  other than a First Lien Claim, Midwest Notes Claim, Second Lien Claim, or a DIP Claim.        “Parties” has the meaning set forth in the preamble to this Agreement.        “Permitted  Transferee”  means  each  transferee  of  any  Company  Claims/Interests  who  meets the requirements of Section 10.01.        “Petition Date” has the meaning set forth in the recitals to this Agreement.        “Plan Effective Date” means the occurrence of the Effective Date of the Plan according  to its terms.        “Plan  Supplement”  means  the  compilation  of  documents  and  forms  of  documents,  schedules, and exhibits to the Plan that will be filed by the Debtors with the Bankruptcy Court,  including, without limitation, documents identifying the officers and directors of the Reorganized  Debtors,  the  governance  documents  for  the  Reorganized  Debtors,  and  any  equityholders’  agreements with respect to the Reorganized Debtors.        “Plan” means the joint plan of reorganization filed by the Debtors under chapter 11 of the  Bankruptcy Code that embodies the Restructuring Transactions and any exhibits thereto.        “Priority Tax Claim” means any Claim of a Governmental Unit (as defined in section  101(27) the Bankruptcy Code) of the kind specified in section 507(a)(8) of the Bankruptcy Code.        “Proof of Claim” means a proof of claim filed against any of the Debtors in the Chapter  11 Cases by the applicable claims bar date.        “Qualified  Marketmaker”  means  an  entity  that  (a)  holds  itself  out  to  the  market  as  standing  ready  in  the  ordinary  course  of  its  business  to  purchase  from  customers  and  sell  to  customers Claims against, or Interests in, any of the Debtors (including debt securities, other debt,  or interests) or enter into with customers long and short positions in Claims against the Debtors  (including debt securities, other debt, or interests), in its capacity as a dealer or market maker in  such Claims against or Interests in the Debtors and (b) is, in fact, regularly in the business of                                         7





 






making a market in Claims against issuers or borrowers (including debt securities, other debt, or  interests).        “Reinstatement” or “Reinstated” means with respect to Claims and Interests, that the  Claim or Interest shall be rendered unimpaired in accordance with section 1124 of the Bankruptcy  Code.        “Reorganized Debtors” means a Debtor, or any successor or assign thereto, by merger,  consolidation, or otherwise, on and after the Plan Effective Date.        “Reorganized Windstream” Windstream Holdings, Inc., or any successor or assign, by  merger, consolidation, or otherwise, on or after the Plan Effective Date.        “Required Consenting Creditors” means the Required Consenting First Lien Creditors  and Elliott.        “Required Consenting First Lien Creditors” means, as of the relevant date, Consenting  Creditors that are members of the First Lien Ad Hoc Group (a) holding at least 50.01% of the  aggregate principal amount of First Lien Claims held by all Consenting First Lien Creditors that  are members of the First Lien Ad Hoc Group and (b) constituting at least two (2) members2 of the  First Lien Ad Hoc Group.        “Required Consenting Midwest Noteholders” means, as of the relevant date, Consenting  Midwest Noteholders that are members of the Ad Hoc Group of Midwest Noteholders holding at  least 50.01% of the aggregate principal amount of Midwest Notes Claims held by all Consenting  Midwest Noteholders that are members of the Ad Hoc Group of Midwest Noteholders.        “Restructuring Term Sheet” has the meaning set forth in the recitals to this Agreement.        “Restructuring Transactions” has the meaning set forth in the recitals to this Agreement.        “Rules” means Rule 501(a)(1), (2), (3), and (7) of the Securities Act.        “Second Lien Claims” means any Claim on account of the Second Lien Notes.         “Second Lien Notes” means the (i) 10.50% Senior Second Lien Notes due 2024 and (ii)  9.00% Senior Second Lien Notes due 2025 issued by Services and Windstream Finance Corp.        “Secured Tax Claim” means any Secured Claim that, absent its Secured status, would be  entitled to priority in right of payment under section 507(a)(8) of the Bankruptcy Code (determined  irrespective of time limitations), including any related Secured Claim for penalties.   2  For purposes of determining the number of Consenting First Lien Creditors in the First Lien Ad Hoc Group, each member    thereof, together with any of its affiliates or managed funds, shall be counted as one Consenting First Lien Creditor in the First    Lien Ad Hoc Group.                                        8





 






      “Secured” means when referring to a Claim: (a) secured by a lien on collateral to the extent  of the value of such collateral, as determined in accordance with section 506(a) of the Bankruptcy  Code or (b) subject to a valid right of setoff pursuant to section 553 of the Bankruptcy Code.        “Securities Act” means the Securities Act of 1933, as amended.        “Termination Date” means the date on which termination of this Agreement as to a Party  is effective in accordance with Sections 13.01, 13.04(a), 13.06, or 13.07.        “Transfer  Agreement”  means  an  executed  form  of  the  transfer  agreement  providing,  among other things, that a transferee is bound by the terms of this Agreement and substantially in  the form attached hereto as Exhibit E-1, with respect to transfers of First Lien Claims, Midwest  Notes Claims and/or Equity Interests, and substantially in the form attached hereto as Exhibit E- 2, with respect to transfers of Second Lien Claims and/or Unsecured Notes Claims.         “Transfer”  means  to  sell,  resell,  reallocate,  use,  pledge,  assign,  transfer,  hypothecate,  participate, donate or otherwise encumber or dispose of, directly or indirectly (including through  derivatives, options, swaps, pledges, forward sales or other transactions).        “Trustee” means any indenture trustee, collateral trustee, or other trustee or similar entity  under the First Lien Notes or the Second Lien Notes.         “Uniti 9019 Motion” means a motion seeking approval of the transactions contemplated  by the Uniti Term Sheet.        “Uniti 9019 Order” means an order granting the Uniti 9019 Motion.        “Uniti Agreement” has the meaning set forth in section 3.01 of this Agreement.        “Uniti  Stock  Sale  Documents”  means  the  documents  and  instruments  necessary  to  implement the “Uniti Stock Sale” (as defined in the Uniti Term Sheet).        “Uniti Transactions” has the meaning set forth in the recitals to this Agreement.        “Uniti Term Sheet” has the meaning set forth in the recitals to this Agreement.        “Unsecured Notes Claims” means any Claim on account of the Unsecured Notes.        “Unsecured  Notes”  means  the  (i) 7.750%  Senior  Notes  due  2020,  (ii) 7.750%  Senior  Notes  due  2021,  (iii) 7.500%  Senior  Notes  due  2022,  (iv) 7.500%  Senior  Notes  due  2023,  (v) 6.375% Senior Notes due 2023, and (vi) 8.750% Senior Notes due 2024 issued by Services and  Windstream Finance Corp.        1.02. Interpretation.  For purposes of this Agreement:        (a)   in the appropriate context, each term, whether stated in the singular or the plural,  shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or  neuter gender shall include the masculine, feminine, and the neuter gender;                                        9





 






      (b)   capitalized terms defined only in the plural or singular form shall nonetheless have  their defined meanings when used in the opposite form;        (c)   unless otherwise specified, any reference herein to a contract, lease, instrument,  release, indenture, or other agreement or document being in a particular form or on particular terms  and conditions means that such document shall be substantially in such form or substantially on  such terms and conditions;        (d)   unless otherwise specified, any reference herein to an existing document, schedule,  or exhibit shall mean such document, schedule, or exhibit, as it may have been or may be amended,  restated, supplemented, or otherwise modified from time to time; provided, that any capitalized  terms herein which are defined with reference to another agreement, are defined with reference to  such other agreement as of the date of this Agreement, without giving effect to any termination of  such  other  agreement  or  amendments  to  such  capitalized  terms  in  any  such  other  agreement  following the date hereof;        (e)   unless  otherwise  specified,  all  references  herein  to  “Sections”  are  references  to  Sections of this Agreement;        (f)   the words “herein,” “hereof,” and “hereto” refer to this Agreement in its entirety  rather than to any particular portion of this Agreement;        (g)   captions and headings to Sections are inserted for convenience of reference only  and are not intended to be a part of or to affect the interpretation of this Agreement;        (h)   references  to  “shareholders,”  “directors,”  and/or  “officers”  shall  also  include  “members”  and/or  “managers,”  as  applicable,  as  such  terms  are  defined  under  the  applicable  limited liability company Laws;         (i)   the use of “include” or “including” is without limitation, whether stated or not;         (j)   the phrase “counsel to the Consenting Creditors” refers in this Agreement to each  counsel specified in Section 16.10 other than counsel to the Company Parties or counsel to the  Uniti Parties; and        (k)   the phrase “counsel to the Uniti Parties” refers in this Agreement to each counsel  specified in Section  16.10 other than counsel to the Company Parties or counsel to the Consenting  Creditors.  Section 2.  Effectiveness  of  this  Agreement.   This  Agreement  shall  become  effective  and  binding  upon  each  of  the  Parties  at  12:00  a.m.,  prevailing  Eastern  Standard  Time,  on  the  Agreement Effective Date, which is the date on which all of the following conditions have been  satisfied or waived in accordance with this Agreement:        (a)   each  of  the  Company  Parties  shall  have  executed  and  delivered  counterpart  signature pages of this Agreement to counsel to each of the Parties;                                         10





 






      (b)   each of the Uniti Parties shall have executed and delivered counterpart signature  pages of this Agreement to counsel to each of the Parties;        (c)   holders of at least two thirds of the aggregate outstanding principal amount of First  Lien Claims shall have executed and delivered counterpart signature pages of this Agreement;         (d)   Elliott  shall  have  executed  and  delivered  a  counterpart  signature  page  of  this  Agreement; and        (e)   counsel to the Company Parties shall have given notice to counsel to the Consenting  Creditors in the manner set forth in Section 16.10 hereof (by email or otherwise) that the conditions  to the Agreement Effective Date set forth in this Section 2(a) have occurred.  Section 3.  Definitive Documents.        3.01. The Definitive Documents governing the Restructuring Transactions shall include  the following:          (a)   a  motion  seeking  authorization  of  the  Debtors’  entry  into  the  Backstop  Commitment  Agreement  (the “BCA  Approval  Motion”)  and  an  order  approving  the  BCA  Approval Motion (the “BCA Approval Order”);        (b)   the Plan;         (c)   the Confirmation Order;         (d)   the Disclosure Statement;         (e)   the solicitation procedures and materials with respect to the Plan (collectively, the  “Solicitation Materials”);         (f)   the order of the Bankruptcy Court granting the Disclosure Statement Motion;         (g)   the  Plan  Supplement  (including,  without  limitation,  documents  identifying  the  officers and directors of the Reorganized Debtors, the governance documents for the Reorganized  Debtors, and any equityholders’ agreements with respect to the Reorganized Debtors);        (h)   the  credit  agreement  or  indenture,  as  applicable,  with  respect  to  the  New  Exit  Facility, and any agreements, commitment letters, documents, or instruments related thereto;        (i)   the Backstop Commitment Agreement;        (j)   any documents related to the Rights Offering or procedures related thereto;        (k)   the agreement setting forth the definitive terms of the settlement contemplated by  the Uniti Term Sheet (the “Uniti Agreement”);        (l)   the Uniti 9019 Motion;                                        11





 






      (m)   the Uniti 9019 Order;        (n)   any amendments to the Master Lease, dated April 24, 2015, by and between CSL  National,  LP  and  the  other  entities  set  forth  thereto,  as  landlord,  and  Holdings,  as  tenant  (as  amended, restated, modified, supplemented, or replaced from time to time in accordance with its  terms) contemplated by the Uniti Term Sheet (the “Master Lease Amendments”);        (o)   the ILEC Lease, CLEC Lease, True Lease Opinions, and REIT Opinion (each as  defined in the Uniti Term Sheet);        (p)   any and all other motions, pleadings, or documents required or as may be necessary  to implement the Uniti Transactions, including any tax or other legal opinions (together with the  Uniti Agreement, Uniti 9019 Motion, Uniti 9019 Order, Master Lease Amendments, ILEC Lease,  CLEC Lease, True Lease Opinions, and REIT Opinion, the “Uniti Documents”); and        (q)   the motions seeking approval of each of the above (and, to the extent applicable  and  not  otherwise  noted,  the  orders  approving  each  of  the  above)  and  any  other  document  necessary to implement or achieve the Restructuring Transactions not otherwise listed above.        3.02. The Definitive Documents not executed or in a form attached to this Agreement as  of  the  Execution  Date  remain  subject  to  negotiation  and  completion.   Upon  completion,  the  Definitive Documents and every other document, deed, agreement, filing, notification, letter or  instrument  related  to  the  Restructuring  Transactions  shall  contain  terms,  conditions,  representations, warranties, and covenants consistent with the terms of this Agreement, as they  may  be  modified,  amended,  or  supplemented  in  accordance  with Section  14.   Further,  the  Definitive Documents not executed or in a form attached to this Agreement as of the Execution  Date shall contain terms, conditions, representations, warranties, and covenants consistent with the  terms of this Agreement (including all exhibits hereto) and otherwise be in form and substance  reasonably  acceptable  to the  Company  Parties,  the  Required  Consenting  Creditors  and  the  Required  Consenting  Midwest  Noteholders  (but  as  to  the  Required  Consenting  Midwest  Noteholders, so long as the Midwest Notes Claims receive the treatment prescribed herein and the  Midwest Notes Exit Facility Term Loans are treated in the same way as all other New Exit Facility  Term Loans including, without limitation, as to pricing, economic, collateral and voting terms,  then the Consenting Midwest Noteholders shall not have consent rights over the terms of the New  Exit Facility Term Loan, but shall retain consent rights over any other Definitive Document to the  extent that the Consenting Midwest Noteholders’ economic interests are adversely affected by the  Definitive  Document);  provided,  that  the  Uniti  Documents  shall  contain  terms,  conditions,  representations, warranties, and covenants consistent with the terms of this Agreement (including  all exhibits hereto) and otherwise be in form and substance reasonably acceptable to the Company  Parties,  the  Uniti  Parties,  and  the  Required  Consenting  Creditors;  provided,  further,  that  any  provision of any of the Definitive Documents set forth in Sections 3.01(a) through 3.01(j) and  3.01(q) that adversely impacts the rights or obligations of the Uniti Parties under this Agreement,  the Uniti Agreement, or the Uniti 9019 Order, or adversely impacts the ability of the Uniti Parties  and  the  Debtors  to  consummate  the  Uniti  Transactions  shall  contain  terms,  conditions,  representations, warranties, and covenants consistent with the terms of this Agreement (including  all exhibits hereto) and otherwise be in form and substance reasonably acceptable to the Company  Parties, the Uniti Parties, and the Required Consenting Creditors.                                        12





 






Section 4.  Milestones.        4.01. As provided in and subject to Section 7, the Company Parties shall implement the  Restructuring  Transactions  and  the  Uniti  Transactions  in  accordance  with  the  following  Milestones:        (a)   no later than 10 days following the Agreement Effective Date, the Company Parties  shall file with the Bankruptcy Court the Uniti 9019 Motion;         (b)   no later than 11 days following the Agreement Effective Date, the Company Parties  shall execute the Backstop Commitment Agreement and file with the Bankruptcy Court the BCA  Approval Motion;        (c)   no later than 30 days following the Agreement Effective Date, the Company Parties  shall  file  with  the  Bankruptcy  Court:  (i)  the  Plan;  (ii)  the  Disclosure  Statement;  and  (iii)  the  Disclosure Statement Motion;         (d)   no  later  than  35  days  following  the  Agreement  Effective  Date,  2020,  the  Bankruptcy Court shall have entered the Uniti 9019 Order;         (e)   no  later  than  35  days  following  the  Agreement  Effective  Date,  the  Bankruptcy  Court shall have entered the BCA Approval Order;        (f)   no  later  than  75  days  following  the  Agreement  Effective  Date,  the  Bankruptcy  Court  shall  have  entered  an  order  approving  the  relief  requested  in  the  Disclosure  Statement  Motion;        (g)   no later than 110 days following the Agreement Effective Date, the Bankruptcy  Court shall have entered the Confirmation Order; and        (h)   no later than 180 days following the Agreement Effective Date, the Plan Effective  Date shall have occurred.        4.02. A Milestone may only be extended or waived with the prior written consent of the  Required Consenting Creditors; provided, that the Milestones set forth in Sections 4.01(a) and  4.01(d) may only be extended or waived with the prior written consent of the Uniti Parties and the  Required Consenting Creditors.  The date of each Milestone shall be calculated in accordance with  Rule 9006 of the Federal Rules of Bankruptcy Procedure.  Section 5.  Commitments of the Consenting Creditors.         5.01. General Commitments and Forbearances.          (a)   During  the  Agreement  Effective  Period,  each  Consenting  Creditor  agrees,  in  respect of all of its Company Claims/Interests, solely as such Consenting Creditor remains the  legal owner, beneficial owner, and/or investment advisor, subadvisor, or manager of or with power  and/or authority to bind any such Company Claims/Interests, to:                                        13





 






            (i)   support  the  consummation  and  implementation  of  the  Restructuring  Transactions and the Uniti Transactions;               (ii)  negotiate in good faith and use commercially reasonable efforts to execute  and implement the Definitive Documents that are consistent with this Agreement to which it is  required to be a party; and              (iii) use  commercially  reasonable  efforts  to  include  all  advisors  to  Required  Consenting Creditors and Required Consenting Midwest Noteholders in any mediation session  overseen by the mediator related to the Restructuring Transactions, and not oppose a participation  request by an advisor to a Required Consenting Midwest Noteholder.        (b)   During  the  Agreement  Effective  Period,  each  Consenting  Creditor  agrees,  in  respect of all of its Company Claims/Interests, solely as such Consenting Creditor remains the  legal owner, beneficial owner, and/or investment advisor, subadvisor, or manager of or with power  and/or authority to bind any such Company Claims/Interests, that it shall not directly or indirectly:               (i)   object to, delay, impede, or take any other action to interfere with, delay, or  impede, the acceptance, consummation or implementation of the Restructuring Transactions;              (ii)  propose, file, support, or vote for any Alternative Restructuring Proposal;              (iii) file any motion, pleading, or other document with the Bankruptcy Court or  any other court (including any modifications or amendments thereof) that, in whole or in part, is  not materially consistent with this Agreement or the Plan;              (iv)  initiate, or have initiated on its behalf, any litigation or proceeding of any  kind that is inconsistent with this Agreement, the Uniti Agreement, the Uniti Transactions, or the  other  Restructuring  Transactions  contemplated  herein  against  the  Company  Parties,  the  Uniti  Parties, or the other Parties other than to enforce this Agreement or any Definitive Document or  as otherwise permitted under this Agreement;               (v)   exercise, or direct any other person to exercise, any right or remedy for the  enforcement, collection, or recovery of any of Claims against or Interests in the Company Parties,  other than as contemplated by this Agreement;              (vi)  object  to,  delay,  impede,  or  take  any  action  to  interfere  with,  delay,  or  impede, the acceptance, consummation or implementation of the Uniti Transactions; or              (vii) object  to,  delay,  impede,  or  take  any  other  action  to  interfere  with  the  Company Parties’ ownership and possession of their assets, wherever located, or interfere with the  automatic stay arising under section 362 of the Bankruptcy Code, other than as permitted by this  Agreement.        (c)   During the Agreement Effective Period, Elliott agrees to abide by the covenants in  Sections 5.01(a) and (b) above and Section 5.02 below, in respect of its Excess Second Lien Claims  and Excess Unsecured Notes Claims, solely to the extent Elliott remains the legal owner, beneficial                                         14





 






owner, and/or investment advisor, subadvisor, or manager of or with power and/or authority to  bind any such Claims.        5.02. Commitments with Respect to Chapter 11 Cases.          (a) During the Agreement Effective Period, each Consenting Creditor that is entitled to  vote to accept or reject the Plan pursuant to its terms agrees that it shall:              (i)   after having received the Plan and the Disclosure Statement and Solicitation  Materials,  in  each  case,  approved  by  the  Bankruptcy  Court,  prior  to  the  date  by  which  the  Consenting  Creditor  shall  be  required  to  vote  on  the  Plan,  vote  each  of  its  Company  Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting  the Plan on a timely basis following the commencement of the solicitation of the Plan; provided,  that any such duly executed and completed ballot accepting the Plan shall be void if this Agreement  terminates in accordance with Section 13;               (ii)  to the extent it is permitted to elect whether to opt out of the releases set  forth in the Plan, elect not to opt out of the releases set forth in the Plan by timely delivering its  duly executed and completed ballot(s) indicating such election; and              (iii) not  change,  withdraw,  amend,  or  revoke  (or  cause  to  be  changed,  withdrawn, amended, or revoked) any vote or election referred to in clauses (i) and (ii) above.        (b)   During the Agreement Effective Period, each Consenting Creditor, in respect of  each of its Company Claims/Interests, will support, and will not directly or indirectly object to,  delay, impede, or take any other action to interfere with, any motion or other pleading or document  filed  by  a  Company  Party  in  the  Bankruptcy  Court  that  is  consistent  in  all  respects  with  this  Agreement.        (c)   No later than March 15, 2020, the Requisite Backstop Parties shall have agreed to  the Governance Term Sheet.        5.03. For  the  avoidance  of  doubt,  notwithstanding  anything  in  this  Agreement  to  the  contrary, nothing in this Agreement shall require any Consenting Creditor to take any action or  refrain from taking any action that is inconsistent with such Consenting Creditor’s obligations (if  any) under either (i) that certain Junior Lien Intercreditor Agreement, dated as of August 2, 2018,  between Windstream Services, the other grantors party thereto, JPMorgan Chase Bank, N.A., as  First Lien Collateral Agent and First-Priority Collateral Agent, U.S. Bank National Association,  as Initial Other First-Priority Collateral Agent, and the Wilmington Trust, National Association as  Second-Priority Collateral Agent or (ii) that certain Pari Passu Intercreditor Agreement, dated as  of November 6, 2017, between Windstream Services, the other grantors party thereto, JPMorgan  Chase Bank, N.A., as the Authorized Representative for the Credit Agreement Secured Parties,  and U.S. Bank National Association, as Initial Additional Authorized Representative.        5.04. Notwithstanding anything herein to the contrary, nothing in this Agreement and  neither a vote to accept the Plan by any Consenting Creditor nor the acceptance of the Plan by any  Consenting Creditor shall: (a) be construed to prohibit any Consenting Creditor from contesting  whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement or the                                         15





 






Definitive  Documents,  or  exercising  rights  or  remedies  specifically  reserved  herein;  (b) be  construed  to  limit  any  Consenting  Creditor’s  rights  under  any  applicable  indenture,  credit  agreement, other loan document, and/or applicable law or to prohibit any Consenting Creditor  from appearing as a party-in-interest in any matter to be adjudicated in the Chapter 11 Cases, so  long  as,  from  the  Agreement  Effective  Date  until  the  occurrence  of  a  Termination  Date,  such  appearance and the positions advocated in connection therewith are not inconsistent with Section  5 of this Agreement, provided, however, that any delay or other impact on consummation of the  Restructuring Transactions contemplated by the Plan caused by a Consenting Creditor’s opposition  to  (x) any  relief  that  is  inconsistent  with  such  Restructuring  Transactions,  (y) a  motion  by  the  Debtors to enter into a material executory contract, lease, or other arrangement outside of the  ordinary  course  of  the  Debtors’  business  without  obtaining  the  prior  consent  of  the  Required  Consenting  Creditors,  or  (z) any  relief  that  is  adverse  to  interests  of  the  Consenting  Creditors  sought  by  the  Debtors  (or  any  other  party)  shall  not  constitute  a  violation  of  this  Agreement;  (c) affect the ability of any Consenting Creditor to consult with any other Consenting Creditor, the  Debtors, or any other party in interest in the Chapter 11 Cases (including any official committee  or the United States Trustee); (d) require any Consenting Creditor to incur any financial or other  liability (other than in connection with the Backstop Commitment Agreement); (e) require any  Consenting Creditor to take any action which is prohibited by applicable law or to waive or forgo  the benefit of any applicable legal professional privilege; or (f) impair or waive the rights of any  Consenting Creditor to assert or raise any objection permitted under this Agreement in connection  with any hearing on confirmation of the Plan or in the Bankruptcy Court.  Section 6.  Commitments of the Uniti Parties.         6.01. Affirmative  Commitments.   During  the  Agreement  Effective  Period,  the  Uniti  Parties agree to:        (a)   support, take all steps necessary to consummate and implement, and facilitate the  consummation and implementation of the Uniti Transactions;        (b)   use commercially reasonable efforts to obtain any and all required regulatory and/or  third-party approvals to consummate the Uniti Transactions; and        (c)   negotiate  in  good  faith  and  use  commercially  reasonable  efforts  to  execute  and  implement the Definitive Documents contemplated by the Uniti Term Sheet.        6.02. Negative Commitments. During the Agreement Effective Period, each of the Uniti  Parties agrees that it shall not directly or indirectly:         (a)   object  to,  delay,  impede,  or  take  any  other  action  to  interfere  with  acceptance,  implementation, or consummation of the Restructuring Transactions;        (b)   file  any  motion,  pleading,  or  other document  with the Bankruptcy Court or any  other court (including any modifications or amendments thereof) that, in whole or in part, is not  materially consistent with this Agreement or the Plan;        (c)   initiate, or have initiated on its behalf, any litigation or proceeding of any kind with  respect to the Chapter 11 Cases, this Agreement, the Uniti Agreement, the Uniti Transactions or                                         16





 






the other Restructuring Transactions contemplated herein against the Company Parties or the other  Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted  under this Agreement;         (d)   object to, delay, impede, or take any action to interfere with or that is inconsistent  with,  or  is  intended  or  could  reasonably  be  expected  to  interfere  with,  delay,  or  impede,  the  acceptance,  consummation  or  implementation  of  the  Uniti  Transactions  or  the  Restructuring  Transactions; or        (e)   object to, delay, impede, or take any other action to interfere with the Company  Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic  stay arising under section 362 of the Bankruptcy Code.  Section 7.  Commitments of the Company Parties.          7.01. Affirmative Commitments.  Except as set forth in Section 9, during the Agreement  Effective Period, the Company Parties agree to:        (a)   support and take all steps reasonably necessary and desirable to consummate the  Restructuring Transactions in accordance with this Agreement and the Milestones;        (b)   upon reasonable request of any of the Consenting Creditors or their advisors, inform  the legal and financial advisors to the Consenting Creditors as to: (i) the material business and  financial (including liquidity) performance of the Company; (ii) the status and progress of the  negotiations  of  the  Definitive  Documents;  and  (iii)  the  status  of  obtaining  any  necessary  or  desirable  authorizations  (including  consents)  from  any  competent  judicial  body,  governmental  authority, banking, taxation, supervisory, or regulatory body or any stock exchange;        (c)   provide prompt written notice to the financial and legal advisors to the Consenting  Creditors and the Uniti Parties of: (i) the occurrence of a Termination Event of which the Company  Parties  have  actual  knowledge;  (ii) a  breach  of  this  Agreement  (including  a  breach  by  any  Company Party) of which the Company Parties have actual knowledge; or (iii) to the extent of the  Company Parties’ actual knowledge, any representation or statement made or deemed to be made  by  any  Company  Party  hereunder  which  is  or  proves  to  have  been  materially  incorrect  or  misleading in any respect when made or deemed to be made;        (d)   operate in the ordinary course taking into account the Restructuring Transactions  and the pendency of the Chapter 11 Cases;        (e)   to the extent any legal or structural impediment arises that would prevent, hinder,  or  delay  the  consummation  of  the  Restructuring  Transactions  and  the  Uniti  Transactions  contemplated  herein,  take  all  steps  reasonably  necessary  and  desirable  to  address  any  such  impediment;        (f)   use commercially reasonable efforts to obtain any and all required regulatory and/or  third-party approvals for the Restructuring Transactions and the Uniti Transactions;                                          17





 






      (g)   negotiate  in  good  faith  and  use  commercially  reasonable  efforts  to execute  and  deliver the Definitive Documents and any other required agreements to effectuate and consummate  the Restructuring Transactions and the Uniti Transactions as contemplated by this Agreement;         (h)   use commercially reasonable efforts to seek additional support for the Restructuring  Transactions and the Uniti Transactions from other material stakeholders to the extent reasonably  prudent;        (i)   if the Bankruptcy Court denies the Uniti 9019 Motion, use best efforts to timely  appeal such denial;        (j)   if the Uniti 9019 Motion is granted but subsequently reversed on appeal, use best  efforts to timely appeal such reversal;         (k)   support, take all steps necessary to consummate and implement, and facilitate the  consummation and implementation of, the Uniti Transactions and the Restructuring Transactions  in accordance with the Milestones;         (l)   timely  file  and  prosecute  a  formal  objection,  in  form  and  substance  reasonably  acceptable to the Required Consenting Creditors, to any motion filed with the Bankruptcy Court  by any party seeking the entry of an order (A) directing the appointment of a trustee or examiner,  (B) converting  the  Chapter  11  Cases  to  cases  under  chapter  7  of  the  Bankruptcy  Code,  (C) dismissing the Chapter 11 Cases, or (D) modifying or terminating the Debtors’ exclusive right  to file and/or solicit acceptances of a plan of reorganization, as applicable; and        (m)   use commercially reasonable efforts to include all advisors to Required Consenting  Creditors and Required Consenting Midwest Noteholders in any mediation session overseen by  the mediator related to the Restructuring Transactions, and not oppose a participation request by  an advisor to a Required Consenting Midwest Noteholder.        7.02. Negative Commitments.  Except as set forth in Section 9, during the Agreement  Effective Period, each of the Company Parties shall not directly or indirectly:        (a)   object  to,  delay,  impede,  or  take  any  other  action  to  interfere  with  acceptance,  implementation, or consummation of the Restructuring Transactions;         (b)   take any action that is inconsistent in any material respect with, or is intended to  frustrate or impede approval, implementation and consummation of the Restructuring Transactions  described in, this Agreement or the Plan;        (c)   modify the Plan, in whole or in part, in a manner that is not consistent with this  Agreement;        (d)   object to, delay, impede, or take any action to interfere with or that is inconsistent  with,  or  is  intended  or  could  reasonably  be  expected  to  interfere  with,  delay,  or  impede,  the  approval,  consummation  or  implementation  of  the  Uniti  Transactions  or  the  Restructuring  Transactions; or                                        18





 






      (e)   file any motion, pleading, or Definitive Documents with the Bankruptcy Court or  any other court (including any modifications or amendments thereof) that, in whole or in part, is  not materially consistent with this Agreement or the Plan.  Section 8.  Additional Commitments.          8.01. Cooperation  and  Support.   To  the  extent  reasonably  practicable,  the  Company  Parties shall provide draft copies of all material pleadings and documents that any Company Party  intends to file with or submit to the Bankruptcy Court or any governmental authority (including  any  regulatory  authority),  as  applicable,  to  counsel  to  the  Consenting  Creditors  at  least  two  (2) Business  Days  prior  to  the  date  when  such  Company  Party  intends  to  file  such  document.   Counsel to the respective Parties shall consult in good faith regarding the form and substance of  any such proposed filing with the Bankruptcy Court.  For the avoidance of doubt, the Parties agree  to negotiate in good faith the Definitive Documents that are subject to negotiation and completion,  consistent  with  Section 3.02  hereof.   The  Debtors  shall  provide  to  the  Consenting  Creditors’  advisors,  and  direct  their  respective  employees,  officers,  advisors  and  other  representatives  to  provide  to  the  Consenting  Creditors’  advisors,  (i) reasonable  access  (without  any  material  disruption to the conduct of the Debtors’ businesses) during normal business hours to the Debtors’  books and records, (ii) reasonable access to the management and advisors of the Debtors for the  purposes of evaluating the Debtors’ assets, liabilities, operations, businesses, finances, strategies,  prospects and affairs, (iii) timely and reasonable responses to all reasonable diligence requests,  and (iv) the status of obtaining any necessary or desirable authorizations (including consents) from  any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory  body or any stock exchange.  Further, the Company Parties shall provide draft copies of all material  pleadings and documents that any Company Party intends to file with the Bankruptcy Court that  impact the Uniti Parties to Counsel to the Uniti Parties at least two (2) Business Days prior to the  date when such Company Party intends to file such document.  Counsel to the respective Parties  shall consult in good faith regarding the form and substance of any such proposed filing with the  Bankruptcy Court, but any such proposed filing shall comply in all respect with the Milestones set  forth  in Section  4  and  all  other  provisions  of  this  Agreement.   Further,  the  Company  shall  reasonably consult with counsel to the Consenting Creditors regarding any regulatory or other  third-party approvals necessary to implement the Restructuring Transactions and share copies of  any documents filed or submitted to any regulatory or other governmental authority in connection  with obtaining any regulatory or other third-party approvals.        8.02. Adversary Proceeding.  On the Agreement Effective Date, the Company Parties  and the Uniti Parties shall promptly take all actions necessary to stay and hold in abeyance the  prosecution of any and all claims and counterclaims in the Adversary Proceeding, such stay to  remain effective until the earlier of (i) the date this Agreement shall have been terminated and  (ii) the Effective Date (as defined in the Uniti Term Sheet).  Section 9.  Additional Provisions Regarding Company Parties’ Commitments.        9.01. Notwithstanding  anything  to  the  contrary  in  this  Agreement,  nothing  in  this  Agreement shall require a Company Party or the board of directors, board of managers, or similar  governing body of a Company Party, after consulting with counsel, to take any action or to refrain  from taking any action with respect to the Restructuring Transactions to the extent taking or failing                                         19





 






to take such action would be inconsistent with applicable Law or its fiduciary obligations under  applicable Law; provided that, to the extent that any such action or inaction is inconsistent with  this  Agreement  or  would  be  deemed  to  constitute  a  material  breach  hereunder,  including  a  determination to pursue an Alternative Restructuring Proposal, the Company Parties shall provide  counsel  to  the  Consenting  Creditors  and  the  Uniti  Parties  with  written  notice  within  two  (2)  Business Days of when any Company Party so acts or fails to act; provided, further, that any such  inaction or action shall not impede any Party’s rights to terminate this Agreement pursuant to  Section 13; provided, further that, for the avoidance of doubt, upon entry of the Uniti 9019 Order,  the terms of the Uniti 9019 Order shall control, including as such order binds the Debtors with  respect to the Uniti Transactions.        9.02. Notwithstanding  anything  to  the  contrary  in  this  Agreement  (but  subject  to  Section 9.01  and Section  13),  each  Company  Party  and  its  respective  directors,  officers,  employees,  investment  bankers,  attorneys,  accountants,  consultants,  and  other  advisors  or  representatives shall have the rights to:  (a) consider and respond to Alternative Restructuring  Proposals (or inquiries or indications of interest with respect thereto) that may be received by the  Company Parties; (b) provide access to non-public information concerning any Company Party to  any Entity or enter into Confidentiality Agreements or nondisclosure agreements with any Entity  in connection with any Alternative Restructuring Proposal (or inquiries or indications of interest  with respect thereto) that may be received by the Company Parties; (c) engage in discussions or  negotiations  with  respect  to Alternative  Restructuring Proposals  (or inquiries or  indications of  interest with respect thereto) that may be received by the Company Parties; and (d) enter into or  continue  discussions  or  negotiations  with  holders  of  Claims  against  or  Equity  Interests  in  a  Company Party (including any Consenting Creditor), any other party in interest in the Chapter 11  Cases  (including  any  official  committee  and  the  United  States  Trustee),  or  any  other  Entity  regarding the Restructuring Transactions.  If any Company Party receives a written or oral proposal  or expression of interest regarding any Alternative Restructuring Proposal, within two (2) Business  Days, the Company Party shall notify (with email being sufficient) counsel to the Consenting  Creditors of any such proposal or expression of interest, with such notice to include a copy of such  proposal, if it is in writing, or otherwise a summary of the material terms thereof.   If the board of  directors of the Company Parties determines, in good faith, upon the advice of its outside legal  advisors, to exercise a Fiduciary Out, the Company Parties shall notify counsel to the Consenting  Creditors within two (2) Business Days following such determination.  Upon any determination  by any Company Party to exercise a Fiduciary Out (as defined below), the other Parties to this  Agreement shall be immediately and automatically relieved of any obligation to comply with their  respective covenants and agreements herein in accordance with Section 13.08 hereof.        9.03. Nothing in this Agreement shall: (a) impair or waive the rights of any Company  Party  to  assert  or  raise  any  objection  permitted  under  this  Agreement  in  connection  with  the  Restructuring Transactions; or (b) prevent any Company Party from enforcing this Agreement or  contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement.   Section 10. Transfer of Interests and Securities.        10.01. During the Agreement Effective Period, no Consenting Creditor shall Transfer any  ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities  Exchange  Act  of  1934,  as  amended)  in  any  Company  Claims/Interests  to  any  affiliated  or                                         20





 






unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest,  unless:           (a)   in the case of any Company Claims/Interests, the authorized transferee is either  (1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (2) a non-U.S.  person in an offshore transaction as defined under Regulation S under the Securities Act, (3) an  institutional accredited investor (as defined in the Rules), or (4) a Consenting Creditor; and        (b)   either (i) the transferee executes and delivers to counsel to each of the Company  Parties, the First Lien Ad Hoc Group, and Elliott, at or before the time of the proposed Transfer, a  Transfer Agreement, (ii) as of the date of such Transfer, such Consenting Creditor controls, is  controlled by, or is under common control with such transferee or is an affiliate, affiliated fund, or  affiliated entity with a common investment advisor, or (iii) the transferee is a Consenting Creditor  and the transferee provides notice of such Transfer (including the amount and type of Company  Claim/Interest Transferred) to counsel to the Company Parties at or before the time of the proposed  Transfer.         10.02. Upon compliance with the requirements of Section 10.01, the transferor shall be  deemed to relinquish its rights (and be released from its obligations) under this Agreement to the  extent of the rights and obligations in respect of such transferred Company Claims/Interests.  Any  Transfer in violation of Section 10.01 shall be void ab initio.         10.03. This Agreement shall in no way be construed to preclude the Consenting Creditors  from acquiring additional Company Claims/Interests; provided, that (a) such additional Company  Claims/Interests shall automatically and immediately upon acquisition by a Consenting Creditor  be deemed subject to the terms of this Agreement (regardless of when or whether notice of such  acquisition is given to counsel to the Company Parties or counsel to the Consenting Creditors) and  (b) such Consenting Creditor must provide notice of such acquisition (including the amount and  type  of  Company  Claim/Interest  acquired)  on  a  confidential  basis  to  counsel  to  the  Company  Parties within five (5) Business Days of such acquisition.        10.04. This Section 10 shall not impose any obligation on any Company Party to issue any  “cleansing  letter”  or  otherwise  publicly  disclose  information  for  the  purpose  of  enabling  a  Consenting Creditor to Transfer any of its Company Claims/Interests.  Notwithstanding anything  to  the  contrary  herein,  to  the  extent  a  Company  Party  and  another  Party  have  entered  into  a  Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply  and remain in full force and effect according to its terms, and this Agreement does not supersede  any rights or obligations otherwise arising under such Confidentiality Agreements.        10.05. Notwithstanding  Section 10.01,  a  Qualified  Marketmaker  that  acquires  any  Company Claims/Interests shall not (a) be required to be or become a Consenting Creditor to effect  any Transfer of any Company Claims/Interests by a Consenting Creditor to a transferee, so long  as such Transfer by the Consenting Creditor to the transferee is in all other respects a Permitted  Transfer under Section 10.01 and (b) be required to execute and deliver a Transfer Agreement in  respect  of  such  Company  Claims/Interests  if  (i)  such  Qualified  Marketmaker  subsequently  transfers  such  Company  Claims/Interests  (by  purchase,  sale  assignment,  participation,  or  otherwise) within ten (10) Business Days of its acquisition to a transferee that is an entity that is                                         21





 






not  an  affiliate,  affiliated  fund,  or  affiliated  entity  with  a  common  investment  advisor;  (ii) the  transferee otherwise is a Permitted Transferee under Section 10.01; and (iii) the Transfer otherwise  is a Permitted Transfer under Section 10.01.  To the extent that a Consenting Creditor is acting in  its  capacity  as  a  Qualified  Marketmaker,  it  may  Transfer  (by  purchase,  sale,  assignment,  participation,  or  otherwise)  any  right,  title  or  interests  in  Company  Claims/Interests  that  the  Qualified  Marketmaker  acquires  from  a  holder  of  the  Company  Claims/Interests  who  is  not  a  Consenting Creditor without the requirement that the transferee be a Permitted Transferee.        10.06. Notwithstanding  anything  to  the  contrary  in  this Section  10,  the  restrictions  on  Transfer set forth in this Section 10 shall not apply to the grant of any liens or encumbrances on  any claims and interests in favor of a bank or broker-dealer holding custody of such claims and  interests in the ordinary course of business and which lien or encumbrance is released upon the  Transfer of such claims and interests.        10.07. Notwithstanding anything herein to the contrary, the duties and obligations of the  Consenting Creditors under this Agreement shall be several, and not joint.  No Party shall have  any responsibility by virtue of this Agreement for any trading by any other entity.  No prior history,  pattern, or practice of sharing confidences among or between the Parties shall in any way affect or  negate  this  Agreement.   The  Parties  acknowledge  that  this  Agreement  does  not  constitute  an  agreement,  arrangement,  or  understanding  with  respect  to  acting  together  for  the  purpose  of  acquiring,  holding,  voting,  or  disposing  of  any  equity  securities  of  the  Debtors  and  do  not  constitute a “group” within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934,  as amended.  No action taken by any Consenting Creditors pursuant to this Agreement shall be  deemed to constitute or to create a presumption by any of the Parties that the Consenting Creditors  are in any way acting in concert or as such a “group.”        10.08. Notwithstanding anything else herein for purposes of this Agreement, Claims of a  Consenting Creditor that are held by such Consenting Creditor in a fiduciary or similar capacity  shall not be bound by or subject to this Agreement.  For the avoidance of doubt, if the Consenting  Creditor is specified on the relevant signature page as a particular group or business within an  entity, “Consenting Creditor” shall mean such group or business and shall not mean the entity or  its Affiliates, or any other desk or business thereof, or any third party funds advised thereby.  In  addition, if a Consenting Creditor is a fund, then this Agreement shall apply only to the fund that  executes the Agreement and not to the Affiliates of such fund, any manager of such fund or any  other person or entity.        10.09. For the avoidance of doubt, and notwithstanding anything to the contrary in this  Section 10, the restrictions on Transfer set forth in this Section 10 shall not apply to any Excess  Second Lien Claims or any Excess Unsecured Notes Claims.  Section 11. Representations  and  Warranties  of  Consenting  Creditors.   Each  Consenting  Creditor severally, and not jointly, represents and warrants that, as of the date such Consenting  Creditor executes and delivers this Agreement:        (a)   it  is  the  beneficial  or  record  owner  of  the  face  amount  of  the  Company  Claims/Interests or is the nominee, investment manager, or advisor for beneficial holders of the  Company Claims/Interests reflected in, and, having made reasonable inquiry, is not the beneficial                                         22





 






or record owner of any Company Claims/Interests other than those reflected in, such Consenting  Creditor’s signature page to this Agreement or a Transfer Agreement, as applicable (as may be  updated pursuant to Section 10);        (b)   such  Company  Claims/Interests  are  free  and  clear  of  any  pledge,  lien,  security  interest,  charge,  claim,  equity,  option,  proxy,  voting  restriction,  right  of  first  refusal,  or  other  limitation on disposition, transfer, or encumbrances of any kind, that would adversely affect in any  way such Consenting Creditor’s ability to perform any of its obligations under this Agreement at  the time such obligations are required to be performed;         (c)   it has the full power to vote and consent to matters concerning all of its Company  Claims/Interests referable to it as contemplated by this Agreement subject to applicable Law; and        (d)   solely with respect to holders of Company Claims/Interests, (i) it is either (A) a  qualified institutional buyer as defined in Rule 144A of the Securities Act, (B) not a U.S. person  (as  defined  in  Regulation  S  of  the  Securities  Act),  or  (C) an  institutional  accredited  investor  (as defined in the Rules), and (ii) any securities acquired by the Consenting Creditor in connection  with the Restructuring Transactions will have been acquired for investment and not with a view to  distribution or resale in violation of the Securities Act.  Section 12. Mutual  Representations,  Warranties,  and  Covenants.   Each  of  the  Parties  represents, warrants, and covenants to each other Party, as of the date such Party executed and  delivers this Agreement:        (a)   it  is  validly  existing  and  in  good  standing  under  the  Laws  of  the  state  of  its  organization,  and  this  Agreement  is  a  legal,  valid,  and  binding  obligation  of  such  Party,  enforceable  against  it  in  accordance  with  its  terms,  except  as  enforcement  may  be  limited  by  applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating  to enforceability;        (b)   except as expressly provided in this Agreement, the Plan, and the Bankruptcy Code,  no consent or approval is required by any other person or entity in order for it to effectuate the  Restructuring Transactions and Uniti Transactions contemplated by, and perform its respective  obligations under, this Agreement;        (c)   the entry into and performance by it of, and the transactions contemplated by, this  Agreement  do  not,  and  will  not,  conflict  in  any  material  respect  with  any  Law  or  regulation  applicable to it or with any of its articles of association, memorandum of association or other  constitutional documents;        (d)   except as expressly provided in this Agreement, it has (or will have, at the relevant  time) all requisite corporate or other power and authority to enter into, execute, and deliver this  Agreement and to effectuate the Restructuring Transactions and Uniti Transactions contemplated  by, and perform its respective obligations under, this Agreement; and        (e)   except as expressly provided by this Agreement, it is not party to any restructuring  or similar agreements or arrangements with the other Parties to this Agreement that have not been  disclosed to all Parties to this Agreement.                                        23





 






Section 13. Termination Events.        13.01. Consenting Elliott and First Lien Creditor Termination Events.  This Agreement  may be terminated (a) with respect to the Consenting Creditors that are members of the First Lien  Ad Hoc Group, by the Required Consenting First Lien Creditors, and (b) with respect to Elliott,  by Elliott, in each case, by the delivery to the Company Parties of a written notice in accordance  with  Section 16.10  hereof  upon  the  occurrence  of  the  following  events  (such  events,  the  “Consenting Elliott and First Lien Creditor Termination Events”):        (a)   the breach in a material respect by a Company Party or a Uniti Party of any of the  representations, warranties, or covenants of the Company Parties or the Uniti Parties, as applicable,  set forth in this Agreement that remains uncured (to the extent curable) for ten (10) Business Days  after  such  terminating  Consenting  Creditors  transmit  a  written  notice  in  accordance  with  Section 16.10 hereof detailing any such breach;         (b)   any representation or warranty in this Agreement made by any Company Party or  any Uniti Party shall have been untrue in any material respect when made or shall have become  untrue in any material respect, and such breach remains uncured (to the extent curable) for a period  of  ten  (10)  Business  Days  following  such  Debtor’s  receipt  of  notice  in  accordance  with  Section 16.10 hereof detailing any such breach;        (c)   the failure to meet any of the Milestones in Section 4 of this Agreement;        (d)   any Company Party or Uniti Party files, amends or modifies, executes, enters into,  or files a pleading seeking authority to amend or modify, the Definitive Documents in a manner  that is inconsistent with this Agreement, including the consent rights of the Required Consenting  Creditors set forth in Section 3 of this Agreement, or publicly announces its intention to take any  such action;        (e)   any Debtor files, or publicly announces that it will file, or joins in or supports, any  plan of reorganization other than the Plan, or files any motion or application seeking authority to  sell any assets, in each case, without the prior written consent of the Required Consenting Creditors        (f)   the issuance or ruling by any governmental authority, including the Bankruptcy  Court, any regulatory authority, or court of competent jurisdiction, of any final, non-appealable  ruling  or  order  that  enjoins  the  consummation  of  a  material  portion  of  the  Restructuring  Transactions or the Uniti Transactions, or the commencement of any action by any governmental  authority or other regulatory authority that could reasonably be expected to enjoin or otherwise  make impractical the substantial consummation of the Restructuring Transactions on the terms and  conditions set forth herein and in the Uniti Term Sheet or the Plan; provided, that the Debtors shall  have twenty (20) business days after the issuance of such ruling, order, or action to obtain relief  that would allow consummation of the Restructuring Transactions in a manner that (i) does not  prevent or diminish compliance with the terms of the Plan and this Agreement and (ii) is acceptable  to the Required Consenting Creditors; provided, further, however that this termination right may  not be exercised by any Party that sought or requested such ruling or order in contravention of any  obligation set out in this Agreement;                                          24





 






      (g)   any  order  approving  the  Plan  or  the  Disclosure  Statement  is  reversed,  stayed,  dismissed, vacated, or reconsidered without the consent of the Required Consenting Creditors, is  modified  or  amended  in  a  manner  that  is  inconsistent  with  this  Agreement  or  not  reasonably  satisfactory to the Required Consenting Creditors, or a motion for reconsideration, reargument, or  rehearing with respect to such order is granted;        (h)   the  Bankruptcy  Court  enters  an  order  denying  confirmation  of  the  Plan  or  the  Confirmation Order is reversed, stayed, dismissed, vacated, or reconsidered, in each case without  the consent of the Required Consenting Creditors;         (i)   the  entry  of  an  order  by  the  Bankruptcy  Court,  or  the  filing  of  a  motion  or  application  by  any  Company  Party  seeking  an  order  (without  the  prior  written  consent  of  the  Required Consenting Creditors), (i) converting one or more of the Chapter 11 Cases of a Company  Party to a case under chapter 7 of the Bankruptcy Code, (ii) appointing an examiner with expanded  powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code or a trustee  in one or more of the Chapter 11 Cases of a Company Party, or (iii) rejecting this Agreement;        (j)   either: (i) any Debtor files a motion, application, or adversary proceeding (or any  Debtor supports any such motion, application, or adversary proceeding filed or commenced by any  Third  Party)  (A)  challenging  the  validity,  enforceability,  perfection,  or  priority  of,  or  seeking  avoidance  or  subordination  of  the  First  Lien  Claims  or  the  Second  Lien  Claims,  or  the  liens  securing such Claims, or (B) asserting any other cause of action against and/or with respect to or  relating to such Claims or the prepetition liens securing such Claims; or (ii) the Bankruptcy Court  (or any court with jurisdiction over the Chapter 11 Cases) enters an order providing relief against  the interests of any Consenting Creditor with respect to any of the foregoing causes of action or  proceedings;        (k)   the Company Parties terminate their obligations under and in accordance with this  Agreement;        (l)   the  Uniti  Parties  terminate  their  obligations  under  and  in  accordance  with  this  Agreement;        (m)   the failure of the Consenting Creditors to hold, in the aggregate, at least 66.7% of  the First Lien Claims;        (n)   any board of directors or board of managers, as applicable, of any Debtor exercises  a Fiduciary Out pursuant to and in accordance with Section 13.04(a) of this Agreement;        (o)   (i)  the  Bankruptcy  Court  enters  an  order  denying  the  Uniti  9019  Motion  and  (ii) either (A) the Debtors have not timely appealed such denial, (B) an appellate court affirms  such denial and such appellate court decision is not subject to further appeal, or (C) such denial  has not been timely reversed by an appellate court on a final, non-appealable basis;        (p)   the 9019 Motion is granted but reversed on appeal and either (i) such reversal is not  subject to further appeal or (ii) any order reversing the approval of the 9019 Motion is not timely  reversed on further appeal;                                         25





 






      (q)   the Bankruptcy Court denies approval of the BCA Approval Motion;         (r)   the Backstop Commitment Agreement terminates pursuant to its terms; or         (s)   the Bankruptcy Court enters an order in the Chapter 11 Cases terminating any of  the Debtors’ exclusive right under section 1121 of the Bankruptcy Code to file a plan or plans of  reorganization.        Notwithstanding anything to the contrary herein, unless and until there is an unstayed order  of  the  Bankruptcy  Court  providing  that  the  giving  of  notice  under  and/or  termination  of  this  Agreement  in  accordance  with  its  terms  is  not  prohibited  by  the  automatic  stay  imposed  by  section 362 of the Bankruptcy Code, the occurrence of any of the Consenting Creditor Termination  Events in this Section 13.01 shall result in an automatic termination of this Agreement, to the  extent  the  Required  Consenting  Creditors  would  otherwise  have  the  ability  to  terminate  this  Agreement in accordance with Section 13.01, five (5) business days following such occurrence  unless waived (including retroactively) in writing by the Required Consenting Creditors.       The Required Consenting First Lien Lenders or Elliott may terminate this Agreement upon  written notice in accordance with Section 16.10 hereof with respect to the Consenting Midwest  Noteholders in the event that the Consenting Midwest Noteholders fail to hold, in the aggregate,  at least 66.7% of the Midwest Notes Claims (solely for purposes of the termination provision  herein and for no other purpose, if a Consenting Midwest Noteholder has transferred a Midwest  Notes Claim  to a  Qualified Marketmaker,  such Qualified Marketmaker  shall be deemed to be  Consenting Midwest Noteholder); provided that such termination may be exercised with respect  to  the  Consenting  Midwest  Noteholders  only  (and  all  Company  Claims/Interests  held  by  the  Consenting  Midwest  Noteholders)  and  all  other  Company  Claims/Interests  (and  the  holders  thereof) shall remain subject to this Agreement       13.02. Consenting  Midwest  Noteholder  Termination  Events.   This  Agreement  may  be  terminated with respect to the Consenting Midwest Noteholders that are members of the Ad Hoc  Group of Midwest Noteholders by the Required Consenting Midwest Noteholder by the delivery  to  the  Company  Parties  of  a  written  notice  in  accordance  with  Section 16.10  hereof  upon  the  occurrence  of  the  following  events  (such  events,  the  “Consenting  Midwest  Noteholder  Termination Events”):        (a)   the breach in any material respect by a Company Party of any of the representations,  warranties, or covenants of the Company Parties set forth in this Agreement that (i) adversely  affects the Consenting Midwest Noteholders’ treatment3, and (ii)  remains uncured for ten (10)  Business Days after the Required Consenting Midwest Noteholders transmit a written notice in  accordance with Section 16.10 hereof detailing any such breach;        (b)   the breach in any material respect by the Consenting Elliott and First Lien Creditors  of any of the representations, warranties, or covenants of the Consenting Elliott and First Lien   3  For the avoidance of doubt, each Consenting Midwest Noteholder reserves all rights with respect to any make whole (or    similar) claim associated with the Midwest Notes in the event of (i) termination of the Plan Support Agreement and/or (ii)    modification,  amendment,  supplement  or  waiver  of  the  Plan  Support  Agreement  to  the  extent  that  such  modification,    amendment,  supplement  or  waiver  would  adversely  affect  the  economic  treatment  of  the  Midwest  Notes  Claims  as    contemplated herein                                        26





 






Creditors  set  forth  in  this  Agreement  that  (i)  adversely  affects  the  Consenting  Midwest  Noteholders’ treatment, and (ii)  remains uncured for ten (10) Business Days after the Required  Consenting  Midwest  Noteholders  transmit  a  written  notice  in  accordance  with  Section 16.10  hereof detailing any such breach;        (c)   any representation or warranty in this Agreement made by any Company Party or  shall have been untrue in any material respect when made, or shall have become untrue in any  material  respect,  and  such  breach  (i)  adversely  affects  the  Consenting  Midwest  Noteholders’  treatment and (ii) remains uncured (to the extent curable) for a period of ten (10) Business Days  following  such  Company  Party’s  receipt  of  notice  in  accordance  with  Section 16.10  hereof  detailing any such breach;        (d)   any  Company  Party  files,  amends  or  modifies,  executes,  enters  into,  or  files  a  pleading  seeking  authority  to  amend  or  modify,  the  Definitive  Documents  in  a  manner  that  adversely affects the the Consenting Midwest Noteholders’ treatment;        (e)   the failure to meet the Milestone set forth in Section 4.01(h) of this Agreement;        (f)   the  entry  of  an  order  by  the  Bankruptcy  Court,  or  the  filing  of  a  motion  or  application  by  any  Company  Party  seeking  an  order  (without  the  prior  written  consent  of  the  Consenting Midwest Noteholders, not to be unreasonably withheld), (i) converting one or more of  the Chapter 11 Cases of a material Company Party (including, but not limited to, Windstream  Holding  of  the  Midwest,  Inc.  and  its  debtor  subsidiaries)  to  a  case  under  chapter  7  of  the  Bankruptcy Code, (ii) appointing an examiner with expanded powers beyond those set forth in  sections 1106(a)(3) and (4) of the Bankruptcy Code or a trustee in one or more of the Chapter 11  Cases of a Company Party, or (iii) rejecting this Agreement; and        (g)   the Company Parties terminate their obligations under and in accordance with this  Agreement.        13.03. Uniti Parties Termination Events.  The Uniti Parties may terminate this Agreement  as to the Uniti Parties upon prior written notice to all Parties in accordance with Section 16.10  hereof  upon  the  occurrence  of  any  of  the  following  events  (such  events,  the  “Uniti  Parties  Termination Events”):        (a)   the breach in any material respect by a Company Party of any of the representations,  warranties, or covenants of the Company Parties set forth in this Agreement that (i) adversely  affects the Company Parties’ or Uniti Parties’ ability to consummate the Uniti Transactions, and  (ii)  remains uncured for ten (10) Business Days after the Uniti Parties transmit a written notice in  accordance with Section 16.10 hereof detailing any such breach;        (b)   the breach in any material respect of any provision set forth in this Agreement by  any Consenting Creditor that (i) remains uncured for a period of ten (10) Business Days after the  receipt by the Consenting Creditors of notice and a description of such breach, (ii) has an adverse  impact  on  the  Uniti  Parties  and  the  Uniti  Transactions  or  the  consummation  of  the  Uniti  Transactions,  and  (iii) causes  the  non-breaching  Consenting  Creditors  to  hold  less  than  66.7%  of the First Lien Claims;                                         27





 






      (c)   any representation or warranty in this Agreement made by any Company Party or  shall have been untrue in any material respect when made, or shall have become untrue in any  material respect, and such breach (i) has an adverse impact on the Uniti Parties and the Uniti  Transactions or the consummation of the Uniti Transactions and (ii) remains uncured (to the extent  curable) for a period of ten (10) Business Days following such Company Party’s receipt of notice  in accordance with Section 16.10 hereof detailing any such breach;        (d)   the failure to meet any Milestone set forth in this Agreement with respect to any of  the Uniti Documents;        (e)   any  Company  Party files,  amends  or  modifies,  executes,  enters  into,  or  files  a  pleading seeking authority to amend or modify, any of the Uniti Documents in a manner that is  inconsistent with this Agreement or the Uniti Term Sheet, or publicly announces its intention to  take any such action;        (f)   the issuance or ruling by any governmental authority, including the Bankruptcy  Court, any regulatory authority, or court of competent jurisdiction, of any final, non-appealable  ruling or order that enjoins the consummation of a material portion of the Uniti Transactions, or  the commencement of any action by any governmental authority or other regulatory authority that  could  reasonably  be  expected  to  enjoin  or  otherwise  make  impractical  the  substantial  consummation of the Uniti Transactions on the terms and conditions set forth in the Uniti Term  Sheet; provided, that the Debtors shall have ten (10) business days after the issuance of such ruling,  order, or action to obtain relief that would allow consummation of the Uniti Transactions in a  manner that (i) does not prevent or diminish compliance with the terms of the Uniti Term Sheet  and (ii) is acceptable to the Required Consenting Creditors; provided, further, however that this  termination right may not be exercised by any Party that sought or requested such ruling or order  in contravention of any obligation set out in this Agreement;         (g)   the  entry  of  an  order  by  the  Bankruptcy  Court,  or  the  filing  of  a  motion  or  application by any Company Party seeking an order (without the prior written consent of the Uniti  Parties, not to be unreasonably withheld), (i) converting one or more of the Chapter 11 Cases of a  material Company Party to a case under chapter 7 of the Bankruptcy Code, (ii) appointing an  examiner  with  expanded  powers  beyond  those  set  forth  in  sections  1106(a)(3)  and  (4)  of  the  Bankruptcy Code or a trustee in one or more of the Chapter 11 Cases of a Company Party, or  (iii) rejecting this Agreement;        (h)   the entry of an order by the Bankruptcy Court granting standing to any third party  to pursue any litigation against a Uniti Party other than to enforce this Agreement or any Definitive  Document or as otherwise permitted under this Agreement;        (i)   (i)  the  Bankruptcy  Court  enters  an  order  denying  the  Uniti  9019  Motion  and  (ii) either (A) the Debtors have not timely appealed such denial, (B) an appellate court affirms the  such denial and such appellate court decision is not subject to further appeal, or (C) such denial  has not been timely reversed by an appellate court on a final, non-appealable basis;                                         28





 






      (j)   the 9019 Motion is granted but reversed on appeal and either (i) such reversal is not  subject to further appeal or (ii) any order reversing the approval of the 9019 Motion is not timely  reversed on further appeal; or        (k)   the Company Parties terminate their obligations under and in accordance with this  Agreement.        13.05. Company  Party  Termination  Events.   Any  Company  Party  may  terminate  this  Agreement as to all Parties (except as provided below) upon prior written notice to all Parties in  accordance with Section 16.10 hereof upon the occurrence of any of the following events (such  events,  the  “Company  Termination  Events”  and,  together  with  the  Consenting  Creditor  Termination Events, Consenting Midwest Noteholder Termination Events and the Uniti Parties  Termination Events, the “Termination Events”):        (a)   the  breach  in  any  material  respect  by  one  or  more  of  the  Uniti  Parties  of  any  provision set forth in this Agreement that remains uncured for a period of ten (10) Business Days  after the receipt by the Uniti Parties, as applicable, of notice of such breach;         (b)   the breach in any material respect of any provision set forth in this Agreement of  any Consenting Creditor that (i) remains uncured for a period of ten (10) Business Days after the  receipt  by  the  Consenting  Creditors  of  notice  and  a  description  of  such  breach,  (ii) could  reasonably  be  expected  to  have  an  adverse  impact  on  the  Restructuring  Transactions  or  the  consummation of the Restructuring Transactions by Consenting Creditors, and (iii) causes the non- breaching  Consenting  Creditors  to  hold  less  than  66.7%  of the  First  Lien  Claims;  provided,  however that in the case of any breach by a Consenting Creditor, the Debtors may terminate this  Agreement solely as to such breaching Consenting Creditor;         (c)   the failure of the Consenting Creditors to hold, in the aggregate, at least 66.7% of  the First Lien Claims;        (d)   the failure of the Consenting Midwest Noteholders to hold, in the aggregate, at least  66.7% of the Midwest Notes Claims (solely for purposes of the termination provision herein and  for no other purpose, if a Consenting Midwest Noteholder has transferred a Midwest Notes Claim  to  a  Qualified  Marketmaker,  such  Qualified  Marketmaker  shall  be  deemed  to  be  Consenting  Midwest  Noteholder); provided that  such  Company  Termination  Event  may  be  exercised  with  respect to the Consenting Midwest Noteholders only (and all Company Claims/Interests held by  the Consenting Midwest Noteholders) and all other Company Claims/Interests (and the holders  thereof) shall remain subject to this Agreement;        (e)   the board of directors, board of managers, or such similar governing body of any  Company Party determines in good faith, after consulting with outside counsel, (i) that proceeding  with any of the Restructuring Transactions would be inconsistent with the exercise of its fiduciary  duties or its compliance with applicable Law or (ii) in the exercise of its fiduciary duties, to pursue  an Alternative Restructuring Proposal and the continued support of the Restructuring Transactions  is inconsistent with its fiduciary duties or applicable Law (a “Fiduciary Out”);        (f)   the issuance by any governmental authority, including any regulatory authority or  court of competent jurisdiction, of any final, non-appealable ruling or order that (i) enjoins the                                         29





 






consummation of a material portion of the Restructuring Transactions or the Uniti Transactions  and (ii) remains in effect for twenty (20) Business Days after such terminating Company Party  transmits a written notice in accordance with Section 16.10 hereof detailing any such issuance;  provided, that this termination right shall not apply to or be exercised by any Company Party that  sought or requested such ruling or order in contravention of any obligation or restriction set out in  this Agreement; or        (g)   the Bankruptcy Court enters an order denying confirmation of the Plan.         13.06. Mutual Termination.  This Agreement, and the obligations of all Parties hereunder,  may be terminated by mutual written agreement among all of the following:  (a) the Required  Consenting Creditors; (b) the Required Consenting Midwest Noteholders; (c) each Uniti Party;  and (d) each Company Party.        13.07. Automatic Termination.  This Agreement shall terminate automatically without any  further required action or notice immediately after the Plan Effective Date.        13.08. Effect of Termination.  Upon the occurrence of a Termination Date as to a Party,  this Agreement shall be of no further force and effect as to such Party and each Party subject to  such termination shall be released from its commitments, undertakings, and agreements under or  related to this Agreement and shall have the rights and remedies that it would have had, had it not  entered into this Agreement, and shall be entitled to take all actions, whether with respect to the  Restructuring Transactions or otherwise, that it would have been entitled to take had it not entered  into this Agreement, including with respect to any and all Claims or causes of action.  Upon the  occurrence of a Termination Date prior to the Confirmation Order being entered by a Bankruptcy  Court, any and all consents or ballots tendered by the Parties subject to such termination before a  Termination Date shall be deemed, for all purposes, to be null and void from the first instance and  shall not be considered or otherwise used in any manner by the Parties in connection with the  Restructuring Transactions and this Agreement or otherwise.  Nothing in this Agreement shall be  construed as prohibiting any Party from contesting whether any such termination is in accordance  with its terms or to seek enforcement of any rights under this Agreement that arose or existed  before a Termination Date.  Except as expressly provided in this Agreement, nothing herein is  intended to, or does, in any manner waive, limit, impair, or restrict (a) any right of any Party or the  ability  of  any  Party  to  protect  and  reserve  its  rights  (including  rights  under  this  Agreement),  remedies, and interests, including its claims against any other Party.  No purported termination of  this Agreement shall be effective under this Section 13.08 or otherwise if the Party seeking to  terminate this Agreement is in material breach of this Agreement.  Nothing in this Section 13.08  shall  restrict  any  Company  Party’s  right  to  terminate  this  Agreement  in  accordance  with  Section 13.05(c).  Following the occurrence of a Termination Date, the following shall survive any  such termination: (a) any claim for breach of this Agreement that occurs prior to such Termination  Date, and all rights and remedies with respect to such claims shall not be prejudiced in any way;  (b) the Debtors’ obligations in Section 15 of this Agreement accrued up to and including such  Termination Date; and (c) Sections 1.02, 13.04, 13.06, 14, 16.01, 16.05, 16.06, 16.07, 16.08, 16.09,  16.10, 16.14, and 16.18 hereof.  The automatic stay applicable under section 362 of the Bankruptcy  Code  shall  not  prohibit  a  Party  from  taking  any  action  or  delivering  any  notice  necessary  to  effectuate the termination of this Agreement pursuant to and in accordance with the terms hereof.                                        30





 






Section 14. Amendments and Waivers.         (a)   Except  as  otherwise  set  forth  in  this Section  14,  this  Agreement  may  not  be  modified, amended, or supplemented, and no condition or requirement of this Agreement may be  waived, in any manner without the prior written consent of each of the Debtors and the Required  Consenting Creditors.          (b)   Notwithstanding  Section  14(a)  of  this  Agreement,  (i)  no  provision  of  any  Uniti  Document or of this Agreement may be modified, amended, or supplemented, and no condition or  requirement of the Uniti Documents or this Agreement may be waived, without the additional prior  written consent of the Uniti Parties to the extent that such modification, amendment, supplement,  or waiver would (x) be inconsistent with the terms of the Uniti Term Sheet and (y) materially affect  the economic treatment of the Uniti Parties contemplated by the Uniti Term Sheet, and (ii) no  provision of this Agreement may be modified, amended, or supplemented, and no condition or  requirement of this Agreement may be waived, without the prior written consent of the Required  Consenting Midwest Noteholders to the extent that such modification, amendment, supplement,  or waiver would adversely affect the treatment of the Consenting Midwest Noteholders.          (c)   Notwithstanding  Section  14(a)  of  this  Agreement,  (i) any  waiver,  modification,  amendment, or supplement to this Section 14 shall require the written consent of all of the Parties,  (ii) (x) any modification, amendment, or change to the definition of “Required Consenting First  Lien Creditors” shall require the consent of each member of the First Lien Ad Hoc Group holding  First Lien Claims that was a Consenting Creditor and member of the First Lien Ad Hoc Group as  of the date of such modification, amendment, or change, (y) any modification, amendment, or  change to the definition of “Uniti Parties” shall require the consent of the Uniti Parties and (z) any  modification,  amendment,  or  change  to  the  definition  of  “Required  Consenting  Midwest  Noteholders”  shall  require  the  consent  of  each  member  of  the  Ad  Hoc  Group  of  Midwest  Noteholders holding Midwest Notes Claims that was a Consenting Creditor and member of the Ad  Hoc Group of Midwest Noteholders as of the date of such modification, amendment, or change,  (iii) any change, modification, amendment, or supplement to the Uniti Parties Termination Events  shall  require  the  written  consent  of  the  Uniti  Parties  and  (iv)  any  change,  modification,  or  amendment to this Agreement that affects any Consenting Creditor in a manner that is materially  and adversely disproportionate, on an economic or non-economic basis, to the manner in which  such Consenting Creditor was treated pursuant to the terms of this Agreement immediately prior  to such change, modification, or amendment shall require the written consent of such materially  adversely and disproportionately affected Consenting Creditor.        (d)   Any  proposed  modification,  amendment,  waiver  or  supplement  that  does  not  comply with this Section 14 shall be ineffective and void ab initio.        (e)   The waiver by any Party of a breach of any provision of this Agreement shall not  operate or be construed as a further or continuing waiver of such breach or as a waiver of any other  or subsequent breach.  No failure on the part of any Party to exercise, and no delay in exercising,  any right, power or remedy under this Agreement shall operate as a waiver of any such right, power  or remedy or any provision of this Agreement, nor shall any single or partial exercise of such right,  power or remedy by such Party preclude any other or further exercise of such right, power or                                         31





 






remedy or the exercise of any other right, power or remedy.  All remedies under this Agreement  are cumulative and are not exclusive of any other remedies provided by Law.        (f)   Any  consent  or  waiver  contemplated  in  this Section  14  may  be  provided  by  electronic mail from counsel to the relevant Party.   Section 15. Fees and Expenses.  During the Agreement Effective Period, the Debtors shall  promptly pay or reimburse when due all reasonable and documented fees and expenses of the  following (regardless of when such fees are or were incurred): (a) Shearman & Sterling LLP, as  counsel to the Ad Hoc Group of Midwest Noteholders; (b) Boies Schiller LLP, as conflicts counsel  to the Ad Hoc Group of Midwest Noteholders; (c) TRS Advisors LLC, as financial advisor to the  Ad Hoc Group of Midwest Noteholders; (d) Ankura Trust Company, LLC, as Trustee under the  Midwest Notes; (e) Kilpatrick Townsend & Stockton LLP, as counsel to the Trustee under the  Midwest Notes; (f) Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel to the First Lien  Ad Hoc Group; (g) Evercore Group, L.L.C., as financial advisor to the First Lien Ad Hoc Group;  (h) Ropes & Gray LLP, as counsel to Elliott; (i) all other counsel, including special corporate,  regulatory and REIT counsel, and non-legal consultants or other professionals incurred by Elliott  related to the restructuring prior to the Agreement Effective Date and (ii) after the Agreement  Effective  Date,  one  special  corporate,  one  regulatory  and  one  REIT  counsel,  and  non-legal  consultants or other professionals incurred by Elliott, solely, except for special corporate counsel  and subject to privilege in all cases, to the extent the First Lien Ad Hoc Group’s advisors and  members  receive  access  to  and  work  product  of  such  counsel  or  consultants  following  the  Agreement Effective Date; (i) one consultant or regulatory counsel to the First Lien Ad Hoc Group;  and  (j)  any  applicable  filing  or  other  similar  fees  required  to  be  paid  by  or  on  behalf  of  any  Consenting  Creditor  in  all  applicable  jurisdictions,  in  each  case  subject  to  entry  of  the  BCA  Approval  Order;  provided,  however,  that  if  this  Agreement  is  terminated  as  to  all  Consenting  Creditors, the Debtors shall promptly pay all reasonable and documented fees and expenses of  each advisor listed in this Section 15 that have accrued prior to the Termination Date with respect  to all such Consenting Creditors; provided, further, that nothing herein shall alter or modify the  Company’s payment obligations under the Final Order (A) Authorizing the Debtors to Obtain  Postpetition Financing, (B) Authorizing the Debtors to Use Cash Collateral, (C) Granting Liens  and Providing Superpriority Administrative Expense Status, (D) Granting Adequate Protection to  the  Prepetition  Secured  Parties,  (E)  Modifying  the  Automatic  Stay,  and  (F)  Granting  Related  Relief [Docket No. 376] (“Final DIP Order”).  Section 16. Miscellaneous.        16.01. Acknowledgement.  Notwithstanding any other provision herein, this Agreement is  not and shall not be deemed to be an offer with respect to any securities or solicitation of votes for  the  acceptance  of  a  plan  of  reorganization  for  purposes  of  sections 1125  and  1126  of  the  Bankruptcy Code or otherwise.  Any such offer or solicitation will be made only in compliance  with all applicable securities Laws, provisions of the Bankruptcy Code, and/or other applicable  Law.        16.02. Exhibits  Incorporated  by  Reference;  Conflicts.   Each  of  the  exhibits,  annexes,  signatures pages, and schedules attached hereto is expressly incorporated herein and made a part  of this Agreement, and all references to this Agreement shall include such exhibits, annexes, and                                         32





 






schedules. In the event of any inconsistency between this Agreement (without reference to the  exhibits,  annexes,  and  schedules  hereto)  and  the  exhibits,  annexes,  and  schedules  hereto,  this  Agreement (without reference to the exhibits, annexes, and schedules thereto) shall govern.  In the  event of any inconsistencies between the Restructuring Term Sheet and the Uniti Term Sheet with  respect to the Uniti Transactions, the Uniti Term Sheet shall control and govern.        16.03. Further  Assurances.   Subject  to  the  other  terms  of  this  Agreement  during  the  Agreement Effective Period, the Parties agree to execute and deliver such other instruments and  perform such acts, in addition to the matters herein specified, as may be reasonably appropriate or  necessary, or as may be required by order of the Bankruptcy Court, from time to time, to effectuate  the Restructuring Transactions or the Uniti Transactions, as applicable.        16.04. Complete  Agreement.   Except  as  otherwise  explicitly  provided  herein,  this  Agreement constitutes the entire agreement among the Parties with respect to the subject matter  hereof and supersedes all prior agreements, oral or written, among the Parties with respect thereto,  other than any Confidentiality Agreement.         16.05. GOVERNING  LAW;  SUBMISSION  TO  JURISDICTION;  SELECTION  OF  FORUM.   THIS  AGREEMENT  IS  TO  BE  GOVERNED  BY  AND  CONSTRUED  IN  ACCORDANCE  WITH  THE  LAWS  OF  THE  STATE  OF  NEW  YORK  APPLICABLE  TO  CONTRACTS  MADE  AND  TO  BE  PERFORMED  IN  SUCH  STATE,  WITHOUT  GIVING  EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.  Each Party hereto agrees  that it shall bring any action or proceeding in respect of any claim arising out of or related to this  Agreement, to the extent possible, in the Bankruptcy Court, and solely in connection with claims  arising  under  this  Agreement:   (a) irrevocably  submits  to  the  exclusive  jurisdiction  of  the  Bankruptcy Court; (b) waives any objection to laying venue in any such action or proceeding in  the Bankruptcy Court; and (c) waives any objection that the Bankruptcy Court is an inconvenient  forum or does not have jurisdiction over any Party hereto.        16.06. TRIAL  BY  JURY  WAIVER.   EACH  PARTY  HERETO  IRREVOCABLY  WAIVES  ANY  AND  ALL  RIGHT  TO  TRIAL  BY  JURY  IN  ANY  LEGAL  PROCEEDING  ARISING  OUT  OF  OR  RELATING  TO  THIS  AGREEMENT  OR  THE  TRANSACTIONS  CONTEMPLATED HEREBY.        16.07. Execution of Agreement.  This Agreement may be executed and delivered in any  number of counterparts and by way of electronic signature and delivery, each such counterpart,  when executed and delivered, shall be deemed an original, and all of which together shall constitute  the same agreement.  Except as expressly provided in this Agreement, each individual executing  this Agreement on behalf of a Party has been duly authorized and empowered to execute and  deliver this Agreement on behalf of said Party.  No Party or its advisors shall disclose to any person  or entity (including, for the avoidance of doubt, any other Party) the holdings information of any  Consenting  Creditor  without  such  Consenting  Creditor’s  prior  written  consent;  provided,  that  signature pages executed by Consenting Creditors shall be delivered to (a) all Consenting Creditors  in redacted form that removes the details of such Consenting Creditors’ holdings of the Claims  and Interests listed thereon and (b) the Debtors in unredacted form (to be held by the Debtors on a  professionals’ eyes only-basis).  Any public filing of this Agreement, with the Bankruptcy Court                                         33





 






or  otherwise,  which  includes  executed  signature  pages  to  this  Agreement  shall  include  such  signature pages only in redacted form with respect to the holdings of each Consenting Creditor.        16.08. Rules of Construction.  This Agreement is the product of negotiations among the  Company  Parties,  the  Uniti  Parties,  and  the  Consenting  Creditors,  and  in  the  enforcement  or  interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to  interpretation for or against any Party by reason of that Party having drafted or caused to be drafted  this Agreement, or any portion hereof, shall not be effective in regard to the interpretation hereof.   The Company Parties, the Uniti Parties, and the Consenting Creditors were each represented by  counsel during the negotiations and drafting of this Agreement and continue to be represented by  counsel.          16.09. Successors and Assigns; Third Parties.  This Agreement is intended to bind and  inure  to  the  benefit  of  the  Parties  and  their  respective  successors  and  permitted  assigns,  as  applicable.   There  are  no  third  party  beneficiaries  under  this  Agreement,  and  the  rights  or  obligations of any Party under this Agreement may not be assigned, delegated, or transferred to  any other person or entity.         16.10. Notices.  All notices hereunder shall be deemed given if in writing and delivered,  by  electronic  mail,  courier,  or  registered  or  certified  mail  (return  receipt  requested),  to  the  following addresses (or at such other addresses as shall be specified by like notice):        (a)   if to a Company Party, to:              Windstream Holdings, Inc.             4001 Rodney Parham Road             Little Rock, Arkansas             Attn: Kristi M. Moody             Email: Kristi.Moody@windstream.com              with copies to:              Kirkland & Ellis LLP             601 Lexington Avenue             New York, NY 10022             Attn:  Stephen E. Hessler and Marc Kieselstein             Email: shessler@kirkland.com                   mkieselstein@kirkland.com              and              Kirkland & Ellis LLP             300 North LaSalle Street             Chicago, IL 60654             Attn: Ross Kwasteniet, Brad Weiland, and John Luze             Email: rkwasteniet@kirkland.com                   brad.weiland@kirkland.com                                         34





 






            john.luze@kirkland.com  (b)   if to a Consenting Creditor:        To the address set forth on its signature page hereto or such Consenting Creditor’s        Joinder, as applicable         with copies to each of        Paul, Weiss, Rifkind, Wharton & Garrison LLP       1285 Avenue of the Americas       New York, NY 10019       Attn: Brian S. Hermann and Samuel E. Lovett       Email: bhermann@paulweiss.com              slovett@paulweiss.com        and        Ropes & Gray LLP       1211 Avenue of the Americas       New York, NY 10036       Attn: Keith H. Wofford and Stephen Moeller-Sally       Email: Keith.Wofford@ropesgray.com             ssally@ropesgray.com        and        Shearman & Sterling LLP       599 Lexington Avenue       New York, NY 10022       Attn: Joel Moss and Jordan A. Wishnew       Email: joel.moss@shearman.com             jordan.wishnew@shearman.com  (c)   if to the Uniti Parties:        Uniti Group Inc.       10802 Executive Center Drive       Benton Bldg., Ste 300       Little Rock, Arkansas 72211       Attn: Daniel Heard       Email: daniel.heard@uniti.com        with copies to:        Davis Polk & Wardwell LLP       450 Lexington Avenue                                  35





 






            New York, NY 10017             Attn: Eli Vonnegut and Jacob Weiner             Email: eli.vonnegut@davispolk.com                   jacob.weiner@davispolk.com  Any notice given by delivery, mail, or courier shall be effective when received.        16.11. Independent  Due  Diligence  and  Decision  Making.   Each  Consenting  Creditor  hereby confirms that its decision to execute this Agreement has been based upon its independent  investigation of the operations, businesses, financial and other conditions, and prospects of the  Company Parties.        16.12. Enforceability of Agreement.  Each of the Parties to the extent enforceable waives  any right to assert that the exercise of termination rights under this Agreement is subject to the  automatic stay provisions of the Bankruptcy Code, and expressly stipulates and consents hereunder  to  the  prospective  modification  of  the  automatic  stay  provisions  of  the  Bankruptcy  Code  for  purposes of exercising termination rights under this Agreement, to the extent the Bankruptcy Court  determines that such relief is required.        16.13. Waiver.   If  the  Restructuring  Transactions  or  the  Uniti  Transactions  are  not  consummated, or if this Agreement is terminated for any reason, the Parties fully reserve any and  all of their rights.  Pursuant to Federal Rule of Evidence 408 and any other applicable rules of  evidence, this Agreement and all negotiations relating hereto shall not be admissible into evidence  in any proceeding other than a proceeding to enforce its terms or the payment of damages to which  a Party may be entitled under this Agreement.        16.14. Specific  Performance.   It  is  understood  and  agreed  by  the  Parties  that  money  damages would be an insufficient remedy for any breach of this Agreement by any Party, and each  non-breaching Party shall be entitled to specific performance and injunctive or other equitable  relief (without the posting of any bond and without proof of actual damages) as a remedy of any  such breach, including an order of the Bankruptcy Court or other court of competent jurisdiction  requiring any Party to comply promptly with any of its obligations hereunder.  Notwithstanding  anything to the contrary in this Agreement, none of the Parties will be liable for, and none of the  Parties shall claim or seek to recover, any punitive, special, indirect or consequential damages or  damages for lost profits.        16.15. Several,  Not  Joint,  Claims.   Except  where  otherwise  specified,  the  agreements,  representations, warranties, and obligations of the Parties under this Agreement are, in all respects,  several and not joint.        16.16. Severability and Construction.  If any provision of this Agreement shall be held by  a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions  shall remain in full force and effect if essential terms and conditions of this Agreement for each  Party remain valid, binding, and enforceable.        16.17. Remedies  Cumulative.   All  rights,  powers,  and  remedies  provided  under  this  Agreement or otherwise available in respect hereof at Law or in equity shall be cumulative and                                         36





 






not alternative, and the exercise of any right, power, or remedy thereof by any Party shall not  preclude the simultaneous or later exercise of any other such right, power, or remedy by such Party.        16.18. Capacities of Consenting Creditors.  Each Consenting Creditor has entered into this  agreement  on  account  of  all  Company  Claims/Interests  that  it  holds  (directly  or  through  discretionary accounts that it manages or advises) and, except where otherwise specified in this  Agreement, shall take or refrain from taking all actions that it is obligated to take or refrain from  taking under this Agreement with respect to all such Company Claims/Interests.          16.19. Email  Consents.   Where  a  written  consent,  acceptance,  approval,  or  waiver  is  required pursuant to or contemplated by this Agreement, pursuant to Section 3.02, Section 14, or  otherwise, including a written approval by the Company Parties, the Uniti Parties, the Required  Consenting  Creditors  or  the  Required  Consenting  Midwest  Noteholders,  such  written  consent,  acceptance,  approval,  or  waiver  shall  be  deemed  to  have  occurred  if,  by  agreement  between  counsel to the Parties submitting and receiving such consent, acceptance, approval, or waiver, it is  conveyed in writing (including electronic mail) between each such counsel without representations  or warranties of any kind on behalf of such counsel.               IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on  the day and year first above written.                                          37





 






                [Signature pages omitted.]                  





 






EXHIBIT A-1  Obligor Debtors





 






Windstream Services, LLC  Allworx Corp.   ARC Networks, Inc.   ATX Communications, Inc.   ATX Telecommunications Services of Virginia, LLC   BOB, LLC   Boston Retail Partners LLC   BridgeCom Holdings, Inc.   BridgeCom Solutions Group, Inc.   Broadview Networks of Massachusetts, Inc.   Broadview Networks of Virginia, Inc.   Buffalo Valley Management Services, Inc.   Business Telecom of Virginia, Inc.  BV-BC Acquisition Corporation  Cavalier IP TV, LLC   Cavalier Services, LLC   Cavalier Telephone, L.L.C.   CCL Historical, Inc.   Choice One Communications of Connecticut Inc.   Choice One Communications of Maine Inc.   Choice One Communications of Massachusetts Inc.   Choice One Communications of Ohio Inc.   Choice One Communications of Rhode Island Inc.   Choice One Communications of Vermont Inc.   Choice One of New Hampshire, Inc.   Cinergy Communications Company of Virginia, LLC   Conestoga Enterprises, Inc.  Conestoga Management Services, Inc.   Connecticut Broadband, LLC   Connecticut Telephone & Communication Systems, Inc.   Conversent Communications Long Distance, LLC   Conversent Communications of Connecticut, LLC   Conversent Communications of Maine, LLC   Conversent Communications of Massachusetts, Inc.   Conversent Communications of New Hampshire, LLC  





 






Conversent Communications of Rhode Island, LLC   Conversent Communications of Vermont, LLC   CoreComm-ATX, Inc.   CoreComm Communications, LLC   CTC Communications of Virginia, Inc.   D&E Communications, LLC   D&E Management Services, Inc.   D&E Networks, Inc.  Equity Leasing, Inc.   Eureka Broadband Corporation   Eureka Holdings, LLC   Eureka Networks, LLC   Eureka Telecom of VA, Inc.   Heart of the Lakes Cable Systems, Inc.  Info-Highway International, Inc.   InfoHighway Communications Corporation   InfoHighway of Virginia, Inc.   Iowa Telecom Data Services, L.C.  Iowa Telecom Technologies, LLC   IWA Services, LLC   KDL Holdings, LLC   McLeodUSA Information Services LLC   McLeodUSA Purchasing, LLC   MPX, Inc.   Norlight Telecommunications of Virginia, LLC   Oklahoma Windstream, LLC   Open Support Systems, LLC    PaeTec Communications of Virginia, LLC   PAETEC Holding, LLC   PAETEC iTEL, L.L.C.   PAETEC Realty LLC   PAETEC, LLC   PCS Licenses, Inc.   Progress Place Realty Holding Company, LLC   RevChain Solutions, LLC  





 






SM Holdings, LLC   Southwest Enhanced Network Services, LLC   Talk America of Virginia, LLC   Teleview, LLC   Texas Windstream, LLC   US LEC of Alabama LLC   US LEC of Florida LLC   US LEC of South Carolina LLC   US LEC of Tennessee LLC   US LEC of Virginia LLC   US Xchange Inc.   US Xchange of Illinois, L.L.C.   US Xchange of Michigan, L.L.C.   US Xchange of Wisconsin, L.L.C.    Valor Telecommunications of Texas, LLC   WIN Sales & Leasing, Inc.   Windstream Alabama, LLC   Windstream Arkansas, LLC   Windstream Business Holdings, LLC   Windstream BV Holdings, LLC  Windstream Cavalier, LLC   Windstream Communications Kerrville, LLC   Windstream Communications Telecom, LLC   Windstream CTC Internet Services, Inc.   Windstream Direct, LLC   Windstream Eagle Holdings LLC   Windstream Eagle Services, LLC   Windstream EN-TEL, LLC   Windstream Finance Corp   Windstream Holding of the Midwest, Inc.   Windstream Iowa Communications, LLC   Windstream Iowa-Comm, LLC   Windstream KDL-VA, LLC   Windstream Kerrville Long Distance, LLC   Windstream Lakedale Link, Inc. 





 






Windstream Lakedale, Inc.  Windstream Leasing, LLC   Windstream Lexcom Entertainment, LLC   Windstream Lexcom Long Distance, LLC   Windstream Lexcom Wireless, LLC  Windstream Montezuma, LLC   Windstream Network Services of the Midwest, Inc.  Windstream NorthStar, LLC   Windstream NuVox Arkansas, LLC   Windstream NuVox Illinois, LLC   Windstream NuVox Indiana, LLC   Windstream NuVox Kansas, LLC   Windstream NuVox Oklahoma, LLC   Windstream Oklahoma, LLC   Windstream SHAL Networks, Inc.   Windstream SHAL, LLC   Windstream Shared Services, LLC   Windstream South Carolina, LLC   Windstream Southwest Long Distance, LLC   Windstream Sugar Land, LLC   Windstream Supply, LLC  Xeta Technologies, Inc. 





 






                                EXHIBIT A-2                               Non-Obligor Debtors  Windstream Holdings, Inc. American Telephone Company, LLC A.R.C. Networks, Inc. ATX Licensing, Inc.  Birmingham Data Link, LLC BridgeCom International, Inc.  Broadview Networks, Inc.  Broadview NP Acquisition Corp.  Business Telecom, LLC Cavalier Telephone Mid-Atlantic, L.L.C.  Choice One Communications of New York Inc.  Choice One Communications of Pennsylvania Inc.  Choice One Communications Resale L.L.C.  Conestoga Wireless Company Conversent Communications of New Jersey, LLC Conversent Communications of New York, LLC  Conversent Communications of Pennsylvania, LLC Conversent Communications Resale L.L.C.  CTC Communications Corporation D&E Wireless, Inc. Deltacom, LLC Earthlink Business, LLC Earthlink Carrier, LLC  Eureka Telecom, Inc.  Georgia Windstream, LLC Infocore, Inc.  Intellifiber Networks, LLC LDMI Telecommunications, LLC  Lightship Telecom, LLC  MASSCOMM, LLC





 






McLeodUSA Telecommunications Services, L.L.C.  Nashville Data Link, LLC Network Telephone, LLC PaeTec Communications, LLC  Talk America, LLC The Other Phone Company, LLC TriNet, LLC TruCom Corporation  US LEC Communications LLC US LEC of Georgia LLC US LEC of Maryland LLC US LEC of North Carolina LLC US LEC of Pennsylvania LLC US Xchange of Indiana, L.L.C.  WaveTel NC License Corporation Windstream Accucomm Networks, LLC Windstream Accucomm Telecommunications, LLC Windstream Buffalo Valley, Inc.  Windstream Communications, LLC Windstream Concord Telephone, LLC Windstream Conestoga, Inc. Windstream D&E Systems, LLC Windstream D&E, Inc. Windstream Florida, LLC Windstream Georgia Communications, LLC Windstream Georgia Telephone, LLC  Windstream Georgia, LLC Windstream IT-Comm, LLC Windstream Kentucky East, LLC Windstream Kentucky West, LLC Windstream Lexcom Communications, LLC Windstream Mississippi, LLC Windstream Missouri, LLC





 






Windstream Nebraska, Inc. Windstream New York, Inc. Windstream Norlight, LLC Windstream North Carolina, LLC Windstream NTI, LLC Windstream NuVox Missouri, LLC Windstream NuVox Ohio, LLC Windstream NuVox, LLC Windstream of the Midwest, Inc. Windstream Ohio, LLC Windstream Pennsylvania, LLC Windstream Standard, LLC Windstream Systems of the Midwest, Inc. Windstream Western Reserve, LLC





 






                                 EXHIBIT B                                   Uniti Parties  ANS Connect LLC Contact Network, LLC CSL Alabama System, LLC CSL Arkansas System, LLC CSL Capital, LLC CSL Florida System, LLC CSL Georgia Realty, LLC CSL Georgia System, LLC CSL Iowa System, LLC CSL Kentucky System, LLC CSL Mississippi System, LLC CSL Missouri System, LLC CSL National GP, LLC CSL National, LP CSL New Mexico System, LLC CSL North Carolina Realty GP, LLC CSL North Carolina Realty, LP CSL North Carolina System, LP CSL Ohio System, LLC CSL Oklahoma System, LLC CSL Realty, LLC CSL Tennessee Realty Partner, LLC CSL Tennessee Realty, LLC CSL Texas System, LLC Hunt Brothers of Louisiana, LLC Hunt Telecommunications, LLC Information Transport Solutions InLine Services, LLC Integrated Data Systems, LLC Nexus Systems, Inc.





 






Nexus Wireless, LLC PEG Bandwidth DC, LLC PEG Bandwidth DE, LLC PEG Bandwidth LA, LLC PEG Bandwidth MA, LLC PEG Bandwidth MD, LLC PEG Bandwidth MS, LLC PEG Bandwidth NJ, LLC PEG Bandwidth NY Telephone Corp. PEG Bandwidth PA, LLC PEG Bandwidth Services, LLC PEG Bandwidth TX, LLC PEG Bandwidth VA, LLC Southern Light, LLC Talk America Services, LLC Uniti Completed Towers LLC Uniti Dark Fiber LLC Uniti Fiber Holdings Inc. Uniti Fiber LLC Uniti Group Finance 2019 Inc. Uniti Group Finance Inc. Uniti Group LP Uniti Group LP LLC Uniti Holdings GP LLC Uniti Holdings LP Uniti LATAM GP LLC Uniti LATAM LP Uniti Leasing LLC Uniti Leasing MW LLC Uniti Leasing X LLC Uniti Leasing XI LLC Uniti Leasing XII LLC Uniti QRS Holdings GP LLC





 






Uniti QRS Holdings LP Uniti Towers LLC Uniti Towers NMS Holdings LLC Uniti Wireless Holdings LLC





 






      EXHIBIT C  Restructuring Term Sheet





 






                                                                      Execution Version   THIS  CHAPTER  11  PLAN  TERM  SHEET  IS  NOT  AN  OFFER  WITH  RESPECT  TO  ANY   SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN   THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE.  ANY SUCH OFFER OR   SOLICITATION  WILL  COMPLY  WITH  ALL  APPLICABLE  SECURITIES  LAWS  AND/OR   PROVISIONS OF THE BANKRUPTCY CODE.  NOTHING CONTAINED IN THIS CHAPTER   11 PLAN TERM SHEET SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL   THE OCCURRENCE OF THE EFFECTIVE DATE OF THE PLAN SUPPORT AGREEMENT ON   THE TERMS DESCRIBED HEREIN AND IN THE PLAN SUPPORT AGREEMENT, DEEMED   BINDING ON ANY OF THE PARTIES HERETO.                                 CHAPTER 11 PLAN TERM SHEET                                      INTRODUCTION   This  Chapter  11  Plan  Term  Sheet  (this  “Plan  Term  Sheet”)1  describes  the financial  restructuring  of   Windstream Holdings, Inc. (and, together with its debtor subsidiaries, the “Debtors”).  This Plan Term   Sheet is being agreed to in connection with the Debtors’ and the Consenting Creditors’ entry into that certain   Plan Support Agreement, dated as of March 2, 2020 (as may be further amended, supplemented or modified   pursuant to the terms thereof, the Plan Support Agreement”),2 to which this Plan Term Sheet is attached   as Exhibit A.  Pursuant to the Plan Support Agreement, the Debtors and the Consenting Creditors have   agreed to support the transactions contemplated therein and herein.   This Plan Term Sheet does not include a description of all of the terms, conditions, and other provisions   that are to be contained in the Definitive Documents, which remain subject to negotiation and completion   in accordance with the Plan Support Agreement and applicable law.  The Definitive Documents will not   contain  any  terms  or  conditions  that  are  inconsistent  with  this  Plan  Term  Sheet  or  the  Plan  Support   Agreement.  This Plan Term Sheet incorporates the rules of construction as set forth in section 102 of the   Bankruptcy Code.                 GENERAL PROVISIONS REGARDING THE RESTRUCTURING  Chapter 11 Plan         (a) On  the  Plan Effective  Date,  or  as  soon  as  is  reasonably  practicable                             thereafter, each holder of an Allowed Claim or Interest, as applicable, shall                             receive under the Plan the treatment described in this Plan Term Sheet in                             full  and  final  satisfaction,  settlement,  release,  and  discharge  of  and  in                             exchange for such holder’s Allowed Claim or Interest, except to the extent                             different  treatment  is  agreed  to  by (a) the  Reorganized  Debtors,  (b) the                             Required  Consenting  Creditors,  (c) the  Requisite  Backstop  Parties,  and                             (d) the holder of such Allowed Claim or Interest, as applicable.                           (b) For the avoidance of doubt, any action required to be taken by the Debtors                             on the Plan Effective Date pursuant to this Plan Term Sheet may be taken                             on the Plan Effective Date or as soon as is reasonably practicable thereafter.    1  This Plan Term Sheet reflects a settlement with respect to valuation solely for purposes of the Plan contemplated      by this Plan Term Sheet.  Nothing herein shall be construed or interpreted as a stipulation as to the value of the      Debtors’ assets, enterprise value, or the collateral securing the First Lien Claims or Second Lien Claims.  2  Capitalized terms used but not defined in this Plan Term Sheet have the meanings given to such terms in the Plan      Support Agreement.  





 






               GENERAL PROVISIONS REGARDING THE RESTRUCTURING  New Exit Facility          Prior to the Plan Effective Date, the Debtors will secure commitments to                             fund a new money senior secured credit facility in an aggregate amount up                             to  $3,250  million  (the  “New  Exit  Facility”),  which  will  include  the                             following facilities:                                a revolving credit facility in an aggregate target principal amount of                                   $750 million, which will be undrawn on the Plan Effective Date and                                   may  include  (a)  a  letter  of  credit  sub-facility  up  to  an  aggregate                                   principal amount of $350 million to support obligations related to                                   funding  received  from  state  and  federal  broadband  subsidy                                   programs and (b) an additional letter of credit sub-facility up to an                                   aggregate principal amount of $50 million; and                                a term loan facility in an aggregate principal amount up to $2,500                                   million (collectively, the “New Exit Facility Term Loan”), which                                   will be funded or distributed, as applicable, on the Plan Effective                                   Date  and  (a)  will  include  $2,150  million  in  term  loans  (the                                   “Required  Exit  Facility  Term  Loans”),  which  Required  Exit                                   Facility Term Loans shall include no less than $100 million in term                                   loans that will be distributed to holders of Midwest Notes Claims in                                   accordance with this Plan Term Sheet (the “Midwest Notes Exit                                   Facility Term Loans”) and (b) may include up to $350 million in                                   principal of additional term loans (the “Flex Exit Facility Term                                   Loans”)  at  the  election  of  the  Requisite  Backstop  Parties,  in                                   consultation with the Debtors, so long as market conditions allow                                   and the total cost of the Flex Exit Facility Term Loans is less than                                   an amount agreed to in writing (which may include agreement by                                   email of counsel to each of the parties) between the Debtors and the                                   Requisite Backstop Parties.                              The interest rate, maturity date, and other terms of the New Exit Facility will                             be consistent with this Plan Term Sheet and otherwise reasonably acceptable                             to  the  Debtors,  the  Required  Consenting  Creditors,  and  the  Requisite                             Backstop Parties.  If the Flex Exit Facility Term Loans are funded on the                             Plan  Effective  Date,  then,  on  the  Plan  Effective  Date,  the  net  proceeds                             thereof (the “Distributable Flex Proceeds”) will be distributed to holders                             of Allowed First Lien Claims in accordance with this Plan Term Sheet.                            The Required Exit Facility Term Loans (other than the Midwest Notes Exit                             Facility Term Loans) may be reduced to an amount less than $2,050 million                             (the “Required Exit Facility Term Loans Target”) at the election of (a) at                             least two members of the First Lien Ad Hoc Group holding a majority of the                             aggregate  amount  of  commitments  under  the  Backstop  Commitment                             Agreement (defined below) held by all members of the First Lien Ad Hoc                             Group and (b) Elliott (collectively, the “Requisite Backstop Parties”).  To                             the extent the amount of the Required Exit Facility Term Loans funded on                             the Plan Effective Date is lower than the Required Exit Facility Term Loans                             Target,  the  Debtors  will  distribute  new  term  loans  (the  “First  Lien                             Replacement Term Loans”) in an amount equal to the difference between                             the Required Exit Facility Term Loans Target and the amount of Required                                               2





 






              GENERAL PROVISIONS REGARDING THE RESTRUCTURING                           Exit  Facility  Term  Loans  actually  funded  on  the  Plan  Effective  Date  to                            holders of First Lien Claims in lieu of the cash distributions set forth in this                            Plan  Term  Sheet  that  were  otherwise  attributable  to  such  difference;                            provided  that  the  aggregate  amount  of  the  First  Lien  Replacement  Term                            Loans will not exceed an amount to be agreed by the Requisite Backstop                            Parties and set forth in the Plan Supplement.  The First Lien Replacement                            Term Loans, as applicable, will rank pari passu with and will be secured on                            substantially the same terms as the New Exit Facility Term Loan and have                            the same terms as the New Exit Facility Term Loan or such other terms as                            agreed by the Requisite Backstop Parties and the Debtors.                           On  the  Plan  Effective  Date,  the  net  cash  proceeds  of  the  Required  Exit                            Facility Term Loans (and all other cash on hand held by the Debtors as of                            the Plan Effective Date) will be:                               first,  used  to  pay  in  full  in  cash  Allowed  DIP  Claims,  Allowed                                  Administrative  Claims,  Allowed  Priority  Tax  Claims,  Allowed                                  Other  Secured  Claims,  Allowed  Other  Priority  Claims,  and                                  executory contract and unexpired lease cure claims as and to the                                  extent that such Claims are required to be paid in cash under the                                  Plan;                               second, used to fund a reserve sufficient to satisfy Allowed General                                  Unsecured Claims against any Non-Obligor Debtor;3                               third, used to fund a reserve sufficient to satisfy any required cash                                  distributions  to  holders  of  Allowed  Second  Lien  Claims  and                                  Allowed General Unsecured Claims against any Obligor Debtor4 as                                  set forth in this Plan Term Sheet;                                fourth,  used,  to  the  extent  necessary,  to  fund  a  minimum  cash                                  balance for the Reorganized Debtors in an aggregate amount equal                                  to $75 million plus any amounts received on account of GCI (as                                  defined  in  the  Uniti  Term  Sheet)  reimbursements  and  Cash                                  Payments  (as  defined  in  the  Uniti  Term  Sheet)  received  by  the                                  Debtors on or before the Plan Effective Date (the “Minimum Cash                                  Balance”); and                               fifth,  distributed  to  holders  of  Allowed  First  Lien  Claims  in                                  accordance with this Plan Term Sheet (such distributed proceeds,                                  the “Distributable Exit Facility Proceeds”).                             If any Backstop Party elects to fund the New Exit Facility (in whole or in                            part), Elliott and any Consenting Creditor that is a member of the First Lien                            Ad Hoc Group will each have the right to participate in such financing on                            the same terms as each other Backstop Party that participates in the New                            Exit Facility.   3  “Non-Obligor Debtor” means any Debtor listed on Exhibit A-2 to the Plan Support Agreement. 4  “Obligor Debtor” means any Debtor listed on Exhibit A-1 to the Plan Support Agreement                                             3





 






               GENERAL PROVISIONS REGARDING THE RESTRUCTURING  New Common Stock Rights    On the Plan Effective Date, the Debtors will consummate a $750 million  Offering                   common equity rights offering (the “Rights Offering”) pursuant to which                             holders  of  Allowed  First  Lien  Secured  Claims  will  be  distributed                             subscription  rights  (the  “Subscription  Rights”)  to  purchase  the  New                             Common Stock in accordance with this Plan Term Sheet at a 37.5% discount                             to  a  stipulated  equity  value  equal  to  $1,250  million  (the  “Plan  Equity                             Value”).  Both the amount of the Rights Offering and the Plan Equity Value                             are  subject  to  a  proportionate  downward  adjustment  (the “Flex                             Adjustment”) in the event that the Flex Exit Facility Term Loans are funded                             on the Plan Effective Date in a manner that preserves the 37.5% discount to                             Plan  Equity  Value,  as  will  be  set  forth  in  the  Backstop  Commitment                             Agreement,  such  that  if  the  aggregate  principal  amount  of  the  Flex  Exit                             Facility Terms Loans is $350 million the Plan Equity Value will equal $900                             million and the Rights Offering amount will equal $540 million.                            Elliott and the members of the First Lien Ad Hoc Group (the “Backstop                             Parties”)  will  backstop  the  Rights  Offering.   Within  10  days  of  the                             Agreement Effective Date, the Debtors and the Backstop Parties will enter                             into a backstop commitment agreement (including all schedules and exhibits                             thereto, the “Backstop Commitment Agreement”) that will provide for,                             among other things, a backstop commitment premium equal to 8% of the                             $750  million  committed  amount  (the “Backstop  Premium”)  payable  in                             New Common Stock (calculated to reflect a 37.5% discount to Plan Equity                             Value) to the Backstop Parties on the Plan Effective Date (or, as set forth in                             the Backstop Commitment Agreement, in cash if the Plan Effective Date                             does not occur) and shall not be subject to any reduction on account of the                             Flex Adjustment.  Elliott will provide 52.5% of the backstop commitments                             under the Backstop Commitment Agreement and the members of the First                             Lien Ad Hoc Group (on a pro rata basis) will provide 47.5% of the backstop                             commitments under the Backstop Commitment Agreement.                            Without  limiting  the  obligations  of  the  Backstop  Parties  to  fund  the  full                             amount of the Rights Offering, the Backstop Parties will have the option to                             purchase up to $375 million of the New Common Stock issued pursuant to                             the Rights Offering (the “Backstop Priority Tranche”), on a pro rata basis                             based  on  their  backstop  commitments.   Notwithstanding  the  foregoing                             sentence, holders of First Lien Claims that were not held by Backstop Parties                             as of March 2, 2020 who sign the Plan Support Agreement and become                             Consenting Creditors by no later than 5:00 p.m. Prevailing Eastern Time on                             March 13, 2020 (collectively, such holders, the “Priority Non-Backstop                             Parties”), shall be eligible to participate pro rata (based on their percentage                             holdings of all First Lien Claims) in the Backstop Priority Tranche on a “first                             come,  first  served”  basis  for  up  to  $430  million  of  aggregate  principal                             amount  of  such  First  Lien  Claims  (as  the  same  may  be  increased  in                             accordance with the next sentence, the “Priority Non-Backstop Cap”) held                             by such holders (i.e., the Priority Non-Backstop Parties shall collectively be                             eligible to participate in up to $51 million of the Backstop Priority Tranche);                             provided, that no single Priority Non-Backstop Party, together with any of                             its affiliates or managed funds, may participate on account of more than                                               4





 






               GENERAL PROVISIONS REGARDING THE RESTRUCTURING                            $141  million  in  aggregate  principal  amount  of  First  Lien  Claims  for                             purposes of determining its pro rata share of the Backstop Priority Tranche.                              The Requisite Backstop Parties, in their sole discretion and in consultation                             with the Debtors, may elect to increase the size of the Priority Non-Backstop                             Cap to permit additional holders of First Lien Claims that submit a signature                             to the Plan Support Agreement to become Priority Non-Backstop Parties                             eligible to participate in the Backstop Priority Tranche pro rata (based on                             their percentage holdings of all First Lien Claims).  Holders of First Lien                             Claims that submit signature pages after the Priority Non-Backstop Cap has                             been satisfied will have such signatures returned and will not be bound by                             the Plan Support Agreement.  Any rights not exercised by the Priority Non-                            Backstop Parties in the Backstop Priority Tranche shall be made available                             for  the  Backstop  Parties  to  purchase  on  a  pro  rata  basis  based  on  their                             backstop commitments.  Any rights not exercised by the Backstop Parties                             in the Backstop Priority Tranche shall be available for distribution to holders                             of  First  Lien  Claims  as  set  forth  in  this  Plan  Term  Sheet.   The                             “Distributable Subscription Rights” shall mean the difference between (a)                             $750  million  or,  if  the  Flex  Exit  Facility  Term  Loans  are  funded  on  the                             Effective  Date,  the  adjusted  amount  of  the  Rights  Offering  and  (b)  the                             amount of the Backstop Priority Tranche subscribed by the Backstop Parties                             and the Priority Non-Backstop Parties.                            The New Common Stock issued to the Backstop Parties, the Priority Non-                            Backstop  Parties  and  other  holders  of  Allowed  First  Lien  Claims  in                             connection with the Rights Offering will be subject to dilution on account                             of the Backstop Premium and the Management Incentive Plan (as defined                             below).  The issuance of the Subscription Rights will be exempt from SEC                             registration under applicable law.    New Common Stock           On the Plan Effective Date, Reorganized Windstream shall issue a single                             class of common equity interests (the “New Common Stock”).  The New                             Common Stock will be distributed to holders of Allowed First Lien Claims                             in accordance with this Plan Term Sheet and issued in connection with the                             Rights Offering and the Backstop Premium.  Cash on Hand               Cash distributions in accordance with this Plan Term Sheet shall be made                             from cash on hand as of the Plan Effective Date, including proceeds from                             the New Exit Facility Term Loan and the Rights Offering.  Definitive Documents       Any  documents  contemplated  by  this  Plan  Term  Sheet,  including  any                             Definitive  Documents,  that  remain  the  subject  of  negotiation  as  of  the                             Agreement Effective Date shall be subject to the rights and obligations set                             forth in Section 3 of the Plan Support Agreement.  Failure to reference such                             rights and obligations as it relates to any document referenced in this Plan                             Term Sheet shall not impair such rights and obligations.  Tax Matters                The Parties  will  work  together  in  good  faith  and  will  use  commercially                             reasonable  efforts  to  structure  and  implement  the Restructuring                             Transactions in a tax-efficient and cost-effective manner for the Debtors and                                               5





 






               GENERAL PROVISIONS REGARDING THE RESTRUCTURING                            to preserve the real estate investment trust structure of Uniti Group, Inc.;                             provided, that such structure shall be reasonably acceptable to the Debtors,                             the Required Consenting Creditors and the Requisite Backstop Parties.  Vesting of Debtors’        The  property  of  each  Debtor’s  estate  shall  vest  in  each  respective  Property                   Reorganized  Debtor  on  and  after  the  Plan  Effective  Date  free  and  clear                             (except  as  provided  in  the  Plan)  of  liens,  claims,  charges,  and  other                             encumbrances.       TREATMENT OF CLAIMS AND INTERESTS OF THE DEBTORS UNDER THE PLAN                                                                             Impairment /   Class No.   Type of Claim                    Treatment                                                                               Voting                               Unclassified Non-Voting Claims                              On  the  Plan  Effective  Date,  each  holder  of  an     N/A        DIP Claims     Allowed DIP Claim shall receive payment in full in N/A                              cash.               Administrative  On  the Plan  Effective  Date,  each  holder  of  an     N/A          Claims       Allowed  Administrative  Claim  shall  receive    N/A                              payment in full in cash.                              On  the Plan  Effective  Date,  each  holder  of  an                Priority Tax   Allowed Priority Tax Claim shall receive treatment                                                                                 N/A    N/A          Claims       in a manner consistent with section 1129(a)(9)(C)                               of the Bankruptcy Code.                         Classified Claims and Interests of the Debtors                              On  the  Plan  Effective  Date,  each  holder  of  an                               Allowed Other Secured Claim shall receive, at the                               Debtors’ option, in consultation with the Required                               Consenting  Creditors  and  the  Requisite  Backstop               Other Secured   Parties:   (a)  payment  in  full  in  cash;  (b) the Unimpaired /    Class 1       Claims       collateral  securing  its  Allowed  Other  Secured Deemed to                               Claim;  (c) Reinstatement  of  its  Allowed  Other Accept                              Secured  Claim;  or  (d)  such  other  treatment                               rendering  its  Allowed  Other  Secured  Claim                               unimpaired in accordance with section 1124 of the                               Bankruptcy Code.               Other Priority  Each  holder  of  an  Allowed  Other  Priority  Claim Unimpaired /    Class 2       Claims       shall receive treatment in a manner consistent with Deemed to                               section 1129(a)(9) of the Bankruptcy Code.       Accept                                               6





 






    TREATMENT OF CLAIMS AND INTERESTS OF THE DEBTORS UNDER THE PLAN                                                                            Impairment /  Class No.   Type of Claim                    Treatment                                                                              Voting                             On  the Plan  Effective  Date,  each  holder  of  an Impaired /                              Allowed First Lien Claim shall receive its pro rata Entitled to Vote                             share  of:  (a) 100%  of  the  New  Common  Stock,                              subject  to  dilution  on  account  of  the  Rights                              Offering,  the  Backstop  Premium,  and  the                              Management Incentive Plan; (b) cash in an amount             First Lien Claims equal  to  the  sum  of  (i)  the  Distributable  Exit   Class 3                    Facility  Proceeds,  (ii)  the  Distributable  Flex                              Proceeds,  (iii)  the  cash  proceeds  of  the  Rights                              Offering, and (iv) all other cash held by the Debtors                              as  of  the  Plan  Effective  Date  in  excess  of  the                              Minimum  Cash  Balance;  (c)  the  Distributable                              Subscription Rights; and (d) as applicable, the First                              Lien Replacement Term Loans.                             On  the  Plan  Effective  Date,  each  holder  of  an Impaired /                              Allowed Midwest Notes Claim shall receive its pro Entitled to Vote                             rata share of the Midwest Notes Exit Facility Term              Midwest Notes   Loans, the principal amount  of which  shall in no   Class 4       Claims       event  exceed  $100  million,  plus  any  interest  and                              fees due and owing under the governing indenture                              for the Midwest Notes and/or the Final DIP Order                              to the extent unpaid as of the Plan Effective Date.                             If holders of Allowed Second Lien Claims vote as Impaired /                              a  class  to  accept  the  Plan,  on  the Plan  Effective Entitled to Vote                             Date,  each  holder  of  an  Allowed  Second  Lien                              Claim  shall  receive  cash  in  an  amount  equal  to                              $0.00125 for each $1.00 of Allowed Second Lien               Second Lien                              Claims.  Class 5       Claims                             If holders of Allowed Second Lien Claims vote as                              a  class  to  reject  the  Plan,  on  the  Plan  Effective                              Date,  each  holder  of  an  Allowed  Second  Lien                              Claim  shall  receive  treatment  consistent  with                              section 1129(a)(7) of the Bankruptcy Code.                             If holders of Allowed General Unsecured Claims                              against Obligor Debtors vote as a class to accept                              the Plan, on the Plan Effective Date, each holder of                              an Allowed General Unsecured Claim against any                              Obligor  Debtor  shall  receive  cash  in  an  amount             Obligor General                                                 Impaired /                              equal to $0.00125 for each $1.00 of such Allowed  Class 6A  Unsecured Claims                                               Entitled to Vote                             General Unsecured Claims.                             If holders of Allowed General Unsecured Claims                              against Obligor Debtors vote as a class to reject                              the Plan, on the Plan Effective Date, each holder of                              such an Allowed General Unsecured Claim against                                              7





 






     TREATMENT OF CLAIMS AND INTERESTS OF THE DEBTORS UNDER THE PLAN                                                                             Impairment /   Class No.   Type of Claim                    Treatment                                                                               Voting                              any  Obligor  Debtor  shall  receive  treatment                               consistent  with  section  1129(a)(7)  of  the                               Bankruptcy Code.                              On the later of the Plan Effective Date or the date                               that  such  Allowed  General  Unsecured  Claim                               becomes due in the ordinary course of the Debtors’                Non-Obligor    or Reorganized Debtors’ business, each holder of Unimpaired /   Class 6B       General      an Allowed General Unsecured Claim against any Deemed to             Unsecured Claims  Non-Obligor  Debtor  shall,  at  the  election  of  the Accept                              Requisite Backstop Parties, in consultation with the                               Debtors,  be  (a) Reinstated  or  (b)  paid  in  full  in                               Cash.                              On  the  Plan  Effective  Date,  each  Allowed                               Intercompany  Claim   shall  be  Reinstated,   Impaired /               Intercompany    distributed,  contributed,  set  off,  settled,  canceled Deemed to Reject    Class 7       Claims       and released, or otherwise addressed at the option or Unimpaired /                               of  the  Debtors  in  consultation  with  the  Required Deemed to                               Consenting  Creditors  and  Requisite  Backstop  Accept                              Parties.               Intercompany    Intercompany Interests shall receive no recovery or Impaired /               Interests Other distribution and be Reinstated solely to the extent Deemed to Reject    Class 8       Than in      necessary  to  maintain  the  Debtors’  corporate or Unimpaired /                Windstream     structure.                                     Deemed to                                                                                Accept                              On  the Plan  Effective  Date,  each  holder  of  an                Interests in   Interest  in  Windstream  shall  have  such  Interest Impaired /    Class 9     Windstream     cancelled, released, and extinguished without any Deemed to Reject                              distribution.                       GENERAL PROVISIONS REGARDING THE PLAN  Subordination              The classification and treatment of Claims under the Plan shall conform to                             the respective contractual, legal, and equitable subordination rights of such                             Claims,  and  any  such  rights  shall  be  settled,  compromised,  and  released                             pursuant to the Plan.  Restructuring Transactions The Confirmation Order shall be deemed to authorize, among other things,                             all actions as may be necessary or appropriate to effectuate any transaction                             described in, approved by, contemplated by, or necessary to consummate                             the Plan and the Restructuring Transactions therein.  On the Plan Effective                             Date, the Debtors, as applicable, shall issue all securities, notes, instruments,                             certificates,  and  other  documents  required  to  be  issued  pursuant  to  the                             Restructuring Transactions.                                              8





 






                     GENERAL PROVISIONS REGARDING THE PLAN  Cancellation of Notes,     On the Plan Effective Date, except to the extent otherwise provided in this  Instruments, Certificates, Plan Term Sheet or the Plan, all notes, instruments, certificates, and other  and Other Documents        documents evidencing Claims or Interests, including credit agreements and                             indentures, shall be canceled, and the Debtors’ obligations thereunder or in                             any way related thereto shall be deemed satisfied in full and discharged.  Issuance of New Securities; On  the  Plan  Effective  Date,  the  Debtors  or  Reorganized  Debtors,  as  Execution of the Definitive applicable,  shall  issue  all  securities,  notes,  instruments,  certificates,  and  Documents                  other  documents  required  to  be  issued  pursuant  to  the  Restructuring                             Transactions.  Executory Contracts and    The Plan will provide that the executory contracts and unexpired leases that  Unexpired Leases           are not rejected as of the Plan Effective Date (either pursuant to the Plan or                             a separate motion) will be deemed assumed pursuant to section 365 of the                             Bankruptcy  Code.   No  executory  contract  or  unexpired  lease  shall  be                             assumed or rejected without the written consent of the Required Consenting                             Creditors and the Requisite Backstop Parties.  For the avoidance of doubt,                             cure costs may be paid in installments following the Plan Effective Date in                             a manner consistent with the Bankruptcy Code.  Retention of Jurisdiction  The Plan will provide that the Bankruptcy Court shall retain jurisdiction for                             usual and customary matters.  Discharge of Claims and    Pursuant to section 1141(d) of the Bankruptcy Code and except as otherwise  Termination of Interests   specifically  provided  in  the  Plan  or  in  any  contract,  instrument,  or  other                             agreement  or  document  created  pursuant  to  the  Plan,  the  distributions,                             rights,  and  treatment  that  are  provided  in  the  Plan  shall  be  in  complete                             satisfaction, discharge, and release, effective as of the Plan Effective Date,                             of Claims (including any Intercompany Claims that the Debtors resolve or                             compromise after the Plan Effective Date), Interests, and Causes of Action                             of  any  nature  whatsoever,  including  any  interest  accrued  on  Claims  or                             Interests  from  and  after  the  Petition  Date,  whether  known  or  unknown,                             against, liabilities of, liens on, obligations of, rights against, and Interests in                             the Debtors or any of their assets or properties, regardless of whether any                             property  shall  have  been  distributed  or  retained  pursuant  to  the  Plan  on                             account  of  such  Claims  and  Interests,  including  demands,  liabilities,  and                             Causes  of  Action  that  arose  before  the Plan  Effective  Date,  any  liability                             (including withdrawal liability) to the extent such Claims or Interests relate                             to services that employees of the Debtors have performed prior to the Plan                             Effective  Date  and  that  arise  from  a  termination  of  employment,  any                             contingent  or  non-contingent  liability  on  account  of  representations  or                             warranties issued on or before the Plan Effective Date, and all debts of the                             kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code,                             in each case whether or not (a) a Proof of Claim based upon such debt or                             right  is  filed  or  deemed  filed  pursuant  to  section  501  of  the  Bankruptcy                             Code,  (b)  a  Claim  or  Interest  based  upon  such  debt,  right,  or  Interest  is                             Allowed pursuant to section 502 of the Bankruptcy Code, or (c) the holder                             of such a Claim or Interest has accepted the Plan.  The Confirmation Order                                               9





 






                     GENERAL PROVISIONS REGARDING THE PLAN                            shall be a judicial determination of the discharge of all Claims and Interests                             subject to the occurrence of the Plan Effective Date.  Releases by the Debtors    Pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable                             consideration, on and after the Plan Effective Date, each Released Party is                             deemed released and discharged by the Debtors, the Reorganized Debtors,                             and their Estates from any and all Causes of Action, including any derivative                             claims,  asserted  by  or  on  behalf  of  the  Debtors,  that  the  Debtors,  the                             Reorganized Debtors, or their Estates would have been legally entitled to                             assert in their own right (whether individually or collectively) or on behalf                             of the holder of any Claim against or Interest in a Debtor or other Entity,                             based on or relating to or in any manner arising from in whole or in part, the                             Debtors, the Debtors’ in- or out-of-court restructuring efforts, intercompany                             transactions,  the  Chapter  11  Cases,  the  formulation,  preparation,                             dissemination,  negotiation,  or  filing  of  the  Plan  Support  Agreement,  the                             Disclosure Statement, the DIP Facility, the Plan, the Rights Offering, the                             New Exit Facility, or any Restructuring Transaction, contract, instrument,                             release,  or  other  agreement  or  document  created  or  entered  into  in                             connection with the Plan Support Agreement, the Backstop Commitment                             Agreement, the Disclosure Statement, the DIP Facility, the Rights Offering,                             the New Exit Facility, or the Plan, the filing of the Chapter 11 Cases, the                             pursuit of Confirmation, the pursuit of Consummation, the administration                             and implementation of the Plan, including the issuance or distribution of                             securities pursuant to the Plan, or the distribution of property under the Plan                             or  any  other  related  agreement,  or  upon  any  other  act  or  omission,                             transaction, agreement, event, or other occurrence taking place on or before                             the Plan Effective Date.  Releases by Holders of     As  of  the Plan  Effective  Date,  each  Releasing  Party  is  deemed  to  have  Claims and Interests       released  and  discharged  each  Debtor,  Reorganized  Debtor,  and  Released                             Party  from  any  and  all  Causes  of  Action,  whether  known  or  unknown,                             including any derivative claims, asserted on behalf of the Debtors, that such                             Entity would have been legally entitled to assert (whether individually or                             collectively), based on or relating to or in any manner arising from, in whole                             or in part, the Debtors, the Debtors’ in- or out-of-court restructuring efforts,                             intercompany  transactions,  the  Chapter  11  Cases,  the  formulation,                             preparation,  dissemination,  negotiation,  or  filing  of  the  Plan  Support                             Agreement,  the  Backstop  Commitment  Agreement,  the  Disclosure                             Statement, the DIP Facility, the Plan, the Rights Offering, the New Exit                             Facility,  or any Restructuring Transaction, contract, instrument, release, or                             other agreement or document created or entered into in connection with the                             Plan Support Agreement, the Disclosure Statement, the DIP Facility, the                             Rights Offering, the New Exit Facility, or the Plan, the filing of the Chapter                             11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the                             administration and implementation of the Plan, including the issuance or                             distribution of securities pursuant to the Plan, or the distribution of property                             under the Plan or any other related agreement, or upon any other related act                             or omission, transaction, agreement, event, or other occurrence taking place                                              10





 






                     GENERAL PROVISIONS REGARDING THE PLAN                            on or before the Plan Effective Date.  Exculpation                Except as otherwise specifically provided in the Plan, no Exculpated Party                             shall have or incur, and each Exculpated Party is released and exculpated                             from any Cause of Action for any claim related to any act or omission in                             connection  with,  relating  to  or  arising  out  of  the  Chapter  11  Cases,  the                             formulation, preparation, dissemination, negotiation, or filing of the Plan                             Support  Agreement  and  related  prepetition  transactions,  the  Disclosure                             Statement, the Plan, the DIP Facility, the Rights Offering, the New Exit                             Facility, or any Restructuring Transaction, contract, instrument, release or                             other agreement or document created or entered into in connection with the                             Disclosure Statement, the DIP Facility, the Rights Offering, the New Exit                             Facility,  or  the  Plan,  the  filing  of  the  Chapter  11  Cases,  the  pursuit  of                             Confirmation,  the  pursuit  of  Consummation,  the  administration  and                             implementation of the Plan, including the issuance of securities pursuant to                             the Plan, or the distribution of property under the Plan or any other related                             agreement,  except  for  claims  related  to  any  act  or  omission  that  is                             determined  in  a  final  order  to  have  constituted  actual  fraud  or  gross                             negligence, but in all respects such Entities shall be entitled to reasonably                             rely  upon  the  advice  of  counsel  with  respect  to  their  duties  and                             responsibilities pursuant to the Plan.  The Exculpated Parties have, and upon                             completion of the Plan shall be deemed to have, participated in good faith                             and in compliance with the applicable laws with regard to the solicitation of                             votes and distribution of consideration pursuant to the Plan and, therefore,                             are not, and on account of such distributions shall not be, liable at any time                             for the violation of any applicable law, rule, or regulation governing the                             solicitation  of  acceptances  or  rejections  of  the  Plan  or  such  distributions                             made pursuant to the Plan.  Injunction                 Except as otherwise expressly provided in the Plan or for obligations issued                             or required to be paid pursuant to the Plan or the Confirmation Order, all                             Entities who have held, hold, or may hold Claims or Interests that have been                             released, discharged, or are subject to exculpation are permanently enjoined,                             from and after the Plan Effective Date, from taking any of the following                             actions  against,  as  applicable,  the  Debtors,  the  Reorganized  Debtors,  the                             Exculpated Parties, or the Released Parties:  (a) commencing or continuing                             in any manner any action or other proceeding of any kind on account of or                             in  connection  with  or  with  respect  to  any  such  Claims  or  Interests;  (b)                             enforcing, attaching, collecting, or recovering by any manner or means any                             judgment, award, decree, or order against such Entities on account of or in                             connection with or with respect to any such Claims or Interests; (c) creating,                             perfecting, or enforcing any encumbrance of any kind against such Entities                             or the property or the estates of such Entities on account of or in connection                             with or with respect to any such Claims or Interests; (d) asserting any right                             of setoff, subrogation, or recoupment of any kind against any obligation due                             from such Entities or against the property of such Entities on account of or                             in connection with or with respect to any such Claims or Interests unless                             such holder has filed a motion requesting the right to perform such setoff on                             or before the Plan Effective Date, and notwithstanding an indication of a                                              11





 






                     GENERAL PROVISIONS REGARDING THE PLAN                            claim or interest or otherwise that such holder asserts, has, or intends to                             preserve any right of setoff pursuant to applicable law or otherwise; and (e)                             commencing or continuing in any manner any action or other proceeding of                             any kind on account of or in connection with or with respect to any such                             Claims or Interests released or settled pursuant to the Plan.  Releasing Parties, Released As  used  in  this  Plan  Term  Sheet,  the  term  “Released  Parties”  means,  Parties, and Exculpated    collectively, and in each case in its capacity as such:  (a) the Consenting  Parties                    Creditors; (b) the Backstop Parties; (c) the Uniti Parties; (d) the indenture                             trustees and administrative agents under the Debtors’ prepetition Secured                             credit agreement and secured notes indentures; (e) the DIP Lenders; (f) the                             DIP Agent; and (f) with respect to each of the Debtors, the Reorganized                             Debtors, and each of the foregoing Entities in clauses (a) through (f), such                             Entity  and  its  current  and  former  Affiliates  and  subsidiaries,  and  such                             Entities’ and their current and former Affiliates’ and subsidiaries’ current                             and  former  directors,  managers,  officers,  equity  holders  (regardless  of                             whether  such  interests  are  held  directly  or  indirectly),  predecessors,                             successors, and assigns, subsidiaries, and each of their respective current                             and  former  equity  holders,  officers,  directors,  managers,  principals,                             members, employees, agents, advisory board members, financial advisors,                             partners,  attorneys,  accountants,  investment  bankers,  consultants,                             representatives, and other professionals.                            As  used  in  this  Plan  Term  Sheet,  the  term  “Releasing  Parties”  means,                             collectively, (a) the Consenting Creditors; (b) the Backstop Parties; (c) the                             Uniti Parties; (d) the indenture trustees and administrative agents under the                             Debtors’ prepetition Secured loans and notes; (e) the DIP Lenders; (f) the                             DIP Agent; (g) all holders of Claims or Interests that vote to accept or are                             deemed to accept the Plan; (h) all holders of Claims or Interests that abstain                             from voting on the Plan and who do not affirmatively opt out of the releases                             provided by the Plan by checking the box on the applicable ballot indicating                             that they opt not to grant the releases provided in the Plan; (i) all holders of                             Claims or Interests that vote to reject the Plan or are deemed to reject the                             Plan and who do not affirmatively opt out of the releases provided by the                             Plan by checking the box on the applicable ballot indicating that they opt                             not to grant the releases provided in the Plan; and (j) with respect to each of                             the Debtors, the Reorganized Debtors, and each of the foregoing Entities in                             clauses (a) through (i), such Entity and its current and former Affiliates and                             subsidiaries, and such Entities’ and their current and former Affiliates’ and                             subsidiaries’  current  and  former  directors,  managers,  officers,  equity                             holders (regardless of whether such interests are held directly or indirectly),                             predecessors,  successors,  and  assigns,  subsidiaries,  and  each  of  their                             respective current and former equity holders, officers, directors, managers,                             principals, members, employees, agents, advisory board members, financial                             advisors, partners, attorneys, accountants, investment bankers, consultants,                             representatives,  and  other  professionals,  each  in  their  capacity  as  such                             collectively.                            As  used  in  this  Plan  Term  Sheet,  the  term  “Exculpated  Parties”  means                             collectively, and in each case in its capacity as such: (a) the Debtors; (b) any                                              12





 






                     GENERAL PROVISIONS REGARDING THE PLAN                            official  committees  appointed  in  the  Chapter  11  Cases  and  each  of  their                             respective members; and (c) the Consenting Creditors; (d) the DIP Lenders;                             (e) the DIP Agent; (f) the Backstop Parties; and (g)  with respect to each of                             the foregoing, such Entity and its current and former Affiliates, and such                             Entity’s  and  its  current  and  former  Affiliates’  current  and  former  equity                             holders,  subsidiaries,  officers,  directors,  managers,  principals,  members,                             employees, agents, advisory board members, financial advisors, partners,                             attorneys,  accountants,  investment  bankers,  consultants,  representatives,                             and other professionals, each in their capacity as such.            OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING  Governance                 The new board of directors of Reorganized Windstream (the “New Board”)                             shall  be  appointed  by  Requisite  Backstop  Parties  and  the  identities  of                             directors on the New Board shall be set forth in the Plan Supplement to the                             extent known at the time of filing.  Corporate governance for Reorganized                             Windstream  and  its  subsidiaries,  including  charters,  bylaws,  operating                             agreements,  or  other  organization  documents,  as  applicable  (the  “New                             Organizational  Documents”),  shall  be  consistent  with  this Plan  Term                             Sheet  and  section  1123(a)(6)  of  the  Bankruptcy  Code  and  shall  be                              consistent  with  the  terms  and  conditions  to  be  set  forth  in  a  term  sheet                             (the “Governance  Term  Sheet”)  to  be  mutually  agreed  by  Requisite                             Backstop Parties on or before March 15, 2020.  Exemption from SEC         The  issuance  of  all  securities  under  the  Plan  will  be  exempt  from  SEC  Registration               registration under applicable law.  Registration rights, if any, to be provided                             to the Backstop Parties and the Required Consenting First Lien Creditors                             will be set forth in the Governance Term Sheet.  Employment Obligations     Pursuant  to  the  Plan  Support  Agreement  and  this  Plan  Term  Sheet,  the                             Consenting  Creditors  consent  to  the  continuation  of  the  Debtors’  wages,                             compensation,  and  benefits  programs  according  to  existing  terms  and                             practices, including executive compensation programs and any motions in                             the Bankruptcy Court for approval thereof.  On the Plan Effective Date, the                             Debtors  shall  assume  all  employment  agreements,  indemnification                             agreements,  or  other  agreements  entered  into  with  current  and  former                             employees as set forth in the Plan Supplement.  Indemnification Obligations Consistent with applicable law, all indemnification provisions in place as of                             the Plan Effective Date (whether in the by-laws, certificates of incorporation                             or  formation,  limited  liability  company  agreements,  other  organizational                             documents,  board  resolutions,  indemnification  agreements,  employment                             contracts, or otherwise) for current and former directors, officers, managers,                             employees,  attorneys,  accountants,  investment  bankers,  and  other                             professionals of the Debtors, as applicable, shall survive the effectiveness                             of the Restructuring Transactions on terms no less favorable to such current                             and former directors, officers, managers, employees, attorneys, accountants,                                              13





 






          OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING                            investment  bankers,  and  other  professionals  of  the  Debtors  than  the                             indemnification provisions in place prior to the Plan Effective Date.  Management Incentive Plan  The Parties agree there will be a customary management incentive plan, the                             terms of which are under discussion and will be set forth, at the latest, in the                             Plan Supplement (the “Management Incentive Plan”).  Retained Causes of Action  The Reorganized Debtors, as applicable, shall retain all rights to commence                             and pursue any Causes of Action, other than any Causes of Action that the                             Debtors have released pursuant to the release and exculpation provisions                             outlined in this Plan Term Sheet and implemented pursuant to the Plan.  Conditions Precedent to    The  following  shall  be  conditions  to  the Plan  Effective  Date  (the  Restructuring              “Conditions Precedent”):                            (a)  the  Bankruptcy  Court  shall  have  entered  the  Confirmation  Order,                                  which shall:                                 (i)  be  in  form  and  substance  consistent  with  the  Plan  Support                                       Agreement;                                 (ii) authorize the Debtors to take all actions necessary to enter into,                                       implement,  and  consummate  the  contracts,  instruments,                                       releases, leases, indentures, and other agreements or documents                                       created in connection with the Plan;                                 (iii) decree that the provisions in the Confirmation Order and the                                       Plan are nonseverable and mutually dependent;                                 (iv) authorize  the  Debtors,  as  applicable/necessary,  to:                                        (a) implement  the  Restructuring  Transactions,  including  the                                       Rights Offering; (b) issue the New Common Stock pursuant to                                       the  exemption  from  registration  under  the  Securities  Act                                       provided  by  section  1145  of  the  Bankruptcy  Code  or  other                                       exemption from such registration or pursuant to one or more                                       registration statements; (c) make all distributions and issuances                                       as  required  under  the  Plan,  including  cash  and  the  New                                       Common  Stock;  and  (d) enter  into  any  agreements,                                       transactions,  and  sales  of  property  as  set  forth  in  the  Plan                                       Supplement,  including  the  New  Exit  Facility  and  the                                       Management Incentive Plan;                                  (v)  authorize the implementation of the Plan in accordance with its                                       terms; and                                 (vi) provide that, pursuant to section 1146 of the Bankruptcy Code,                                       the assignment or surrender of any lease or sublease, and the                                       delivery of any deed or other instrument or transfer order, in                                       furtherance of, or in connection with the Plan, including any                                       deeds, bills of sale, or assignments executed in connection with                                       any  disposition  or  transfer  of  assets  contemplated  under  the                                       Plan,  shall  not  be  subject  to  any  stamp,  real  estate  transfer,                                              14





 






OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING                            mortgage recording, or other similar tax;                   (b)  the  Debtors  shall  have  obtained  all  authorizations,  consents,                        regulatory  approvals,  rulings,  or  documents  that  are  necessary  to                        implement and effectuate the Plan;                  (c)  the  final  version  of  the  Plan  Supplement  and  all  of  the  schedules,                        documents, and exhibits contained therein shall have been filed in a                        manner  consistent  in  all  material  respects  with  the  Plan  Support                        Agreement, this Plan Term Sheet, and the Plan;                   (d)  the Plan Support Agreement shall remain in full force and effect and                        shall not have been terminated;                  (e)  the final order approving the DIP Facility shall remain in full force                        and effect;                  (f)  the Bankruptcy Court shall have entered the BCA Approval Order;                  (g)  the Backstop Commitment Agreement shall remain in full force and                        effect and shall not have been terminated;                   (h)  the Rights Offering shall have been consummated and shall have been                        conducted in accordance with the procedures set forth in the Plan;                  (i)  the Uniti Transactions shall have been consummated;                  (j)  the documentation related to the New Exit Facility shall have been                        duly  executed  and  delivered  by  all  of  the  Entities  that  are  parties                        thereto and all conditions precedent (other than any conditions related                        to the occurrence of the Plan Effective Date) to the effectiveness of                        the  New  Exit  Facility  shall  have  been  satisfied  or  duly  waived  in                        writing in accordance with the terms of each of the New Exit Facility                        and the closing of the New Exit Facility shall have occurred;                  (k)  all  actions,  documents,  certificates,  and  agreements  necessary  to                        implement the Plan (including any documents contained in the Plan                        Supplement) shall have been effected or executed and delivered to the                        required parties and, to the extent required, filed with the applicable                        governmental  units,  in  accordance  with  applicable  laws  and  shall                        comply  with  the  consent  rights  set  forth  in  the  Plan  Support                        Agreement;                  (l)  all  professional  fees  and  expenses  of  retained  professionals  that                        require the Bankruptcy Court’s approval shall have been paid in full                        or  amounts  sufficient  to  pay  such  fees  and  expenses  after  the Plan                        Effective Date shall have been placed in a professional fee escrow                        account pending the Bankruptcy Court’s approval of such fees and                        expenses;                  (m)  all  professional  fees  and  expenses  and  of  the  advisors  to  the                        Consenting Creditors and the Backstop Parties shall have been paid in                        full in accordance with the Plan Support Agreement; and                                    15





 






          OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING                            (n)  the Debtors shall have implemented the Restructuring Transactions                                  and all transactions contemplated in this Plan Term Sheet in a manner                                  consistent with the Plan Support Agreement, this Plan Term Sheet,                                  and the Plan.  Waiver of Conditions       The Debtors, with the prior consent of the Required Consenting Creditors  Precedent to the Plan      and  the  Requisite  Backstop  Parties,  may  waive  any  one  or  more  of  the  Effective Date             Conditions Precedent to the Plan Effective Date; provided that any waiver                             of (i) above shall also require the the prior consent of the Uniti Parties.                                              16





 






  EXHIBIT D  Uniti Term Sheet





 






                                                                            Execution Version                                       UNITI TERM SHEET1  Financial Terms  Uniti GCI       Uniti commits to fund up to an aggregate of $1.75 billion of Growth Capital  Commitment         Improvements (“GCI”) through December 2029 based on the following calendar year                     schedule:                       o Year 1: $125 million2                       o Years 2-5: $225 million per year                       o Years 6-7: $175 million per year                       o Years 8-10: $125 million per year                 “GCI” means long-term, value-accretive fiber and related assets (including buildings,                     conduit, poles, easements, right of ways, permits and fixed wireless towers) in ILEC and                     CLEC territories owned by Uniti and leased by Windstream consistent with the historical                     categorization of fiber and other TCI Replacements in the current Master Lease; provided                     that, for the avoidance of doubt, GCIs shall not include copper Tenant Capital                     Improvements as defined in the Master Lease or maintenance and repair capex or opex                     and shall not include CLEC fiber to CLEC fiber replacements in excess of $70 million in                     the aggregate from the Effective Date to April 30, 20303 and shall only include capital                     improvements that qualify as “real property” for purposes of section 856 of the Internal                     Revenue Code, which shall include any capital improvements specifically listed as “real                     property” in the IRS private letter ruling received by Windstream in connection with the                     original spin-off of Uniti and such assets included on a schedule to the definitive lease                     agreements                 Windstream may credit any cumulative GCI expenditures in excess of the foregoing                     annual amounts towards the reimbursable amount in a subsequent period, or roll unspent                     annual GCI into the following annual funding period (including the period from January                     1, 2030 – April 30, 2030) but not into any renewal term, provided that in no calendar year                     will Uniti’s funding commitment exceed $250 million, subject to payment terms for Year                     1 as set forth in footnote 2                 With respect to each installment of funds constituting GCI funding by Uniti (each such                     installment, a “Funded Amount”), beginning on the date that is 12 months following each                     such funding disbursement by Uniti (the “In Service Date”) and ending on April 30,                     2030, rent on such Funded Amount (the “GCI Rent”) will accrue at the Annualized                     Capitalization Rate (as defined below):   1   Unless otherwise noted, capitalized terms used and not immediately defined herein shall have the meanings ascribed to them at a later   point in this Term Sheet, the current Master Lease between Holdings and Uniti, or the agreement to which this Term Sheet is attached. 2   For avoidance of doubt, Year 1 means calendar year 2020 and if Windstream emerges from bankruptcy after September 30, 2020, GCI   expenditures incurred by Windstream prior to emergence will be reimbursed by Uniti within 12 months post emergence, starting in the   month following the date of emergence and in equal monthly installments in accordance with the payment terms herein.  If Windstream   emerges prior to September 30, 2020, Uniti shall reimburse all GCI expenditures incurred by Windstream prior to emergence at emergence. 3  The  Parties  acknowledge  and  agree  that  expenditures  incurred  before  the  Effective  Date  in  connection  with  CLEC  to  CLEC  fiber   replacements are eligible for reimbursement as GCIs, subject to the $70 million aggregate limit set forth herein





 






                      o The Annualized Capitalization Rate for any given Funded Amount will be 8.0%                           payable beginning one year following the In Service Date of such Funded                           Amount                       o For any given Funded Amount, the Annualized Capitalization Rate will be                           100.5% of the Annualized Capitalization Rate for such Funded Amount as of the                           same month during the preceding year4                 GCI commitments will be subject to GCI Review Standards and Windstream maintaining                     ongoing lease compliance                  For GCI fiber deployments in CLEC territories that have previously been identified to                     Uniti in Windstream’s GCI forecast only, Uniti will have the option to require that such                     deployment be engaged in jointly, with both Windstream and Uniti deploying the new                     fiber.  In these instances, Uniti agrees to fund 50% of the total cost to deploy the CLEC                     fiber, with any strands in excess of the original count contemplated by Windstream to be                     owned and operated by Uniti.  An initial payment will be made by Uniti at the beginning                     of the construction project based on costs agreed upon by the Parties and Uniti will bear                     50% of the total cost of any overage therefrom, which will be paid by Uniti upon                     completion of the project.  For the remaining 50% of costs related to these GCI fiber                     deployments, such costs and expenditures will be included in the GCI program described                     above.  The Parties agree that any fiber strands paid for by Uniti, and owned and operated                     by Uniti, will be excluded from the Renewal Rent.  Equipment       During the GCI funding period (including January – April 2030), and in lieu of GCI  Loan Program       commitments, Uniti will provide up to $125 million in the aggregate in the form of loans                     for equipment purchases by Windstream that Windstream demonstrates in reasonable                     detail is related to network upgrades or customer premises equipment to be used in                     connection with the operation of assets subject to either Lease; provided that, and subject                     to footnote 2, Uniti’s total funding commitment in any calendar year for both GCIs and                     equipment loans will not exceed $250 million and the equipment loan commitment will                     not exceed $25 million in any single year                 Uniti will have a first lien on the equipment purchased via this program and financing                     documents will contain other customary terms and other conditions                 Interest shall accrue at 8%                 Windstream will repay the amounts outstanding on equipment loans without incurring                     any early prepayment penalties and otherwise on customary terms and conditions for                     similar financing transactions; provided that the Parties agree to use commercially                     reasonable efforts to enter into terms that provide for repayment of the equipment loans at                     a date that is the earlier of: (i) the expiration or earlier termination of the ILEC Lease or                     the CLEC Lease, as applicable; (ii) the later of (a) extinguishment of the useful life of the                     assets or (b) the retirement of such assets from in-service; or (iii) April 30, 2030                  All equipment loans will be cross-defaulted with the ILEC Lease and/or the CLEC Lease,   4  For the avoidance of doubt, the Annualized Capitalization Rate for any given Funded Amount will be: 8.0000%, 8.0400%, 8.0802%,   8.1206%, 8.1612%, 8.2020%, 8.2430%, 8.2842%, 8.3257%, and 8.3673% for months 1-12, 13-24, 25-36, 37-48, 49-60, 61-72, 73-84, 85-  96, 97-108, and 109-120, respectively, following the In Service Date of such Funded Amount, but in no event will any GCI Rent accrue   beyond April 30, 2030.                                               2





 






                   as applicable, so long as Windstream is the tenant under the ILEC Lease and/or the CLEC                     Lease  GCI Payment     On the 15th calendar day of each month, Windstream will provide Uniti a GCI report for  Terms              the ILEC and CLEC Leases for the prior month and the amount of reimbursement                     Windstream seeks (“Requested Funding Amount”).  For purposes of clarification, GCI                     funding shall be a reimbursement of actual costs incurred by Windstream                 Within 30 days after Windstream submits the Requested Funding Amount and the                     required supporting documentation5 to Uniti, Uniti will pay to Windstream the Requested                     Funding Amount for the prior month                  The Annualized Capitalization Rate will be payable by Windstream to Uniti on the 5th                     Business Day of each month following the first anniversary In Service Date for such                     Funded Amount                 Title to any assets funded pursuant to the Uniti GCI commitment will be owned by Uniti                     upon such funding  Asset Purchase  Uniti shall consummate a sale of common stock yielding proceeds at least equal to, and  Terms              Uniti shall pay to the subsidiary or subsidiaries of Windstream designated by the mutual                     agreement of the Debtors, the Required Consenting First Lien Creditors, and the                     Requisite Backstop Parties (as defined in the Backstop Commitment Agreement)                     $244,549,865.10 in cash (the “Purchase Amount”), which shall be funded through and                     conditioned upon the closing of a purchase of Uniti common stock yielding net cash                     proceeds to Uniti equal to or in excess of such amount (the “Uniti Stock Sale”)                 Uniti will acquire the following:                       o Windstream dark fiber IRU contracts currently generating an estimated $21                           million of EBITDA; and reversion of rights to 1.8 million Uniti-owned                           Windstream-leased (“UOWL”) fiber strand miles                              . 1.8 million UOWL fiber strand miles consists of 1.4 million unutilized                                  fiber strand miles and 0.4 million fiber strand miles associated with dark                                  fiber IRU contracts transferred from Windstream to Uniti                       o Uniti will pay to Windstream operating & maintenance (“O&M”) equal to $350                           per route mile on any additional route miles sold above and beyond the route                           miles currently utilized by dark fiber IRU contracts                        o Uniti will report new sales, including fiber strand metrics, on a monthly basis to                           Windstream by the 15th day of each month for the prior month’s results                 Uniti will also acquire (the “Fiber IRU Acquisition”):                       o Certain Windstream-owned assets (the “Acquired Assets”) and certain fiber IRU                           contracts currently generating $8 million of annual EBITDA at a purchase price                           of $40 million in cash paid up front at the Effective Date to the subsidiary or                           subsidiaries of Windstream designated by the mutual agreement of the Debtors,                           the Required Consenting First Lien Creditors, and the Requisite Backstop Parties   5  Forms of supporting documentation to be agreed in connection with definitive documentation.                                               3





 






                      o The Acquired Assets consist of 0.4 million Windstream-owned fiber strand miles                           covering 4,100 route miles, subject to a grant of an IRU to Windstream described                           below on currently utilized Windstream strands and incremental retained strands:                             . Consists of 0.3 million unutilized fiber strand miles and 0.1 million fiber                                  strand miles associated with dark fiber IRU contracts                             . Uniti to pay Windstream O&M equal to $350 per route mile on any route                                  miles sold after the Effective Date, provided that Uniti will not pay O&M                                  associated with the dark fiber IRU contracts transferred to Uniti                              . Uniti will report new sales, including fiber strand metrics, monthly to                                  Windstream by the 15th day of each month for the prior month’s results                 In connection with the foregoing acquisitions by Uniti:                       o Windstream will retain 12 fiber strands beyond what Windstream is utilizing                           today; provided, that if there are less than 24 unused fiber strands in a particular                           segment, Windstream and Uniti will split such fiber strands in accordance with                           Schedule A                       o The Renewal Rent during each Renewal Period will exclude the 1.4 million fiber                           strand miles and the 0.4 million fiber strand miles associated with UOWL dark                           fiber IRU contracts                       o In the event that the Fiber IRU Acquisition is consummated, for the Acquired                           Assets only, Uniti will grant Windstream a 20-year, zero cost, IRU for the strands                           currently utilized plus incremental retained strands  Cash Transfer   Uniti will pay to the subsidiary or subsidiaries of Windstream designated by the mutual                     agreement of the Debtors, the Required Consenting First Lien Creditors, and the                     Requisite Backstop Parties $490,109,111 in 20 equal consecutive quarterly installments                     beginning on the 5th business day of the first month following the Effective Date (the                     “Cash Payments”)                 At Uniti’s option, any of the Cash Payments falling due on or after one year following the                     Effective Date may be prepaid.  Prepayments will be discounted at a 9% rate consistent                     with Schedule B                                                 4





 






Non-Financial Terms  Parties          Windstream Holdings, Inc. (“Holdings”), Windstream Services, LLC (“Services”), the                      direct and indirect subsidiaries of Services, and their successors, assigns, transferees, and                      subtenants, as applicable (collectively, “Windstream”), and/or one or more entities                      formed to acquire all or a portion of the assets of any of the foregoing as tenants, subject                      to any regulatory limitations                   Landlord(s) same as current Master Lease  Effective Date   Promptly upon entry of an order approving the agreements described herein (the                     “Agreement”) and the satisfaction of all “true lease” and REIT compliance (the                     “Effective Date”), but in no event later than Windstream’s emergence from Chapter 11  Master Lease     Current Master Lease to be bifurcated into structurally similar but independent  Structure/         agreements governing the ILEC Facilities and the CLEC Facilities (the “ILEC Lease”  Terms              and the “CLEC Lease,” respectively, and, together the “Leases,” and, each individually,                     a “Lease”)                         o Certain CLEC copper assets will be included in the ILEC Lease6                         o Leases shall not contain any change of control7 restrictions (other than as                             provided herein)                         o Cross-default or cross-acceleration provisions relating to Windstream’s                             indebtedness will fall away upon assignment, transfer, or change of control                   All assignment, transfer, change of control, and similar provisions in the current Master                     Lease shall be amended and restated in each ILEC and CLEC Lease to provide that                     Windstream will be permitted to assign, sell, or otherwise transfer (whether in a                     standalone transaction, in connection with a sale of assets or equity interests, or                     otherwise) any of its interests in any or both of the ILEC Lease or the CLEC Lease to                     any entity (or any direct or indirect subsidiary or subsidiaries of such entity) that, at the                     time of notification of such assignment, sale, or transfer, (a) if such entity has a corporate                     family rating, has a corporate family rating of not less than the rating required such that                     the Incurrence Leverage Covenant and Maintenance Leverage Covenant do not apply to                     Windstream hereunder, or if such entity does not have a corporate family rating, has a                     total leverage ratio in compliance with the Incurrence Leverage Covenant, (b) has a net                     worth (exclusive of the Leased Property under such transferred Lease(s)), as calculated                     in accordance with GAAP, on a pro forma basis, of no less than $600 million, or (c) has                     an equity market capitalization, on a pro forma basis, of no less than $300 million (the                     “Amended Transfer Restrictions”); provided that any transfer, sale or conveyance must                     also satisfy REIT requirements and receive regulatory approvals, if any                  The ILEC Lease and CLEC Lease to be cross-defaulted and cross-guaranteed so long as                      the tenants under both Leases are affiliates of Windstream, which provisions shall                      automatically terminate upon any sale, conveyance, or other transfer in accordance with                      the Amended Transfer Restrictions; provided that if both Leases are transferred to the                      same assignee(s), the Leases will be cross-defaulted and cross-guaranteed   6   Representing approximately $29 million of allocated annual payments under the current Master Lease per current data. 7  For purposes of this Term Sheet, the term “change of control” shall include the “Change In Control” provisions under the current Master   Lease.                                                 5





 






 Aggregate rent of ILEC Lease and CLEC Lease to be equivalent to the rent payments      under the current Master Lease through the initial term as set forth on Schedule C, it      being understood that the Parties will negotiate in good faith such modifications to      Schedule C as may be necessary in order to permit the True Lease Opinions to be given      as described in “Tax Matters” below  Windstream may request that Uniti (such request not to be unreasonably withheld) sell     non-core assets in ILEC territories, subject to an annual cap of $10 million on proceeds,      a portion of which will be remitted to Windstream in consideration of its leasehold     interest in the sold assets and rent under the ILEC Lease not being reduced; provided that     the portion remitted to Windstream will be calculated as the net present value of the     remaining rent in the initial term of the ILEC Lease for the asset sold, with said rent     calculated by multiplying a total capitalization rate of 8.7% by the sale price for the     asset; the Parties will agree on a rate if the ILEC Lease is renewed, if necessary  Windstream or any successor, assign, or subtenant will be permitted to sell Fiber IRUs or     lease dark fiber services in ILEC and CLEC territories with term dates that extend     beyond the then current term of the Lease, subject to (i) an annual cap on all such sales     or leases of $10 million in gross proceeds or revenue (no more than $5 million of which     may be in CLEC territories), (ii) the requirement that any Windstream successor, assign,     or subtenant, reimburse Uniti at termination of the ILEC Lease or CLEC Lease the     proportionate amount of IRU proceeds received relative to remaining term of the IRU at     lease termination, and (iii) the requirement that such IRU or sublease does not result in a     deemed sale of the assets underlying such IRU or sublease for U.S. federal income tax     purposes; provided, that Windstream shall be permitted to enter into Fiber IRUs under     the ILEC Lease in excess of the annual caps specified in the immediately preceding     clause (i) and, for such IRUs, the current subletting provisions of the Master Lease shall     apply and, further, Windstream agrees to remit to Uniti the proportionate amount of the     proceeds relative to the remaining terms of the ILEC Lease and the agreement within 30     days of receipt of the proceeds by Windstream  Requirement to maintain Leased Property and Tenant’s Property under Section 9.1 of     current Master Lease will be terminated for (i) any asset Tenant has retired and replaced     with a TCI Replacement; and (ii) all other retired assets with an aggregate valuation not     to exceed $15 million per year or as otherwise consented to by Uniti; provided that, at     Landlord’s written request, Tenant shall continue to maintain any such asset at     Landlord’s sole cost and expense; provided, further, that Tenant shall be responsible for     any liability resulting from the failure to maintain such retired copper asset; and     provided, further, that all regulatory obligations have been satisfied by Tenant  Uniti will be prohibited from competing in Windstream ILEC territories (for purposes of     clarification, selling dark fiber or lit transport and building long haul routes with no     laterals or extensions in a Windstream ILEC territory shall not be deemed competitive,     but selling services originating or terminating traffic in said territories shall be deemed     competitive), and, for avoidance of doubt, “Uniti” refers to Landlord and its affiliates,     including Uniti Group Inc., and all existing, acquired, or newly-formed direct or indirect     subsidiaries of Uniti Group Inc., any entities in common control with any such entity,     and their respective successors and assigns, during the initial Term and all renewal terms     of the ILEC Lease  Uniti and its affiliates shall cease pursuing franchises in Windstream’s ILEC territories,                                6





 






                   and shall include a schedule of all franchises currently held by Uniti and its affiliates in                     Windstream’s ILEC territories  Windstream      Exit Financing as of Emergence Financial                  As of the date of emergence, on a pro forma basis giving effect to Windstream’s emergence  Covenants                 (including the repayment, discharge, or extinguishment of any Indebtedness8 and the                  incurrence of any new Indebtedness), Windstream’s total leverage ratio9 will not exceed                  3.00x.  For the avoidance of doubt, for the foregoing test, amounts payable in cash on                  account of contract cures, lease cures, or administrative expenses, and/or amounts to be paid                  to holders of allowed general unsecured claims after emergence, in each case payable upon                  completion of the applicable claims resolution process before the Bankruptcy Court, shall                  not be considered Indebtedness.                                   Lease Financial Covenants                 The ILEC Lease and the CLEC Lease will contain the following covenants:                 Windstream and its subsidiaries cannot incur any Indebtedness10 (other than (a) refinancing                  Indebtedness in a principal amount not exceeding the sum of (x) the principal amount of the                  Indebtedness refinanced, (y) the accrued and unpaid interest on such Indebtedness                  refinanced and any other amounts owing thereon, and (z) any customary costs, fees, or                  expenses incurred in connection with such refinancing or (b) drawings under its third party                  syndicated revolving credit facility, in an amount not to exceed $750 million (the “RCF                  Facility”)), if its total leverage ratio, pro forma for the incurrence of such Indebtedness,                  would exceed  3.00x  (such covenant, the “Incurrence Leverage Covenant” and, such ratio,                  the “Incurrence Leverage Ratio”).  Failure to comply with the Incurrence Leverage Covenant                  will constitute an event of default and Uniti will not be required to comply with its GCI                  commitment obligations following any such breach                 If at any time (a) Windstream’s total leverage ratio exceeds 3.50x (the “Maintenance                  Leverage Covenant”) and (b) Windstream or any of its subsidiaries takes any of the                  following actions, an event of default will have occurred and Uniti will not be required to                  comply with its GCI commitment obligations following any such breach:                      incur any Indebtedness11 (other than refinancing Indebtedness in a principal amount                         not exceeding the sum of (x) the principal amount of the Indebtedness refinanced,                         (y) the accrued and unpaid interest on such Indebtedness refinanced and any other                         amounts owing thereon, and (z) any customary costs, fees, or expenses incurred in                         connection with such refinancing);   8  For purposes of the financial covenants, except where otherwise specified, “Indebtedness” will be defined to consist of (i) indebtedness   for borrowed money, (ii) indebtedness evidenced by notes, bonds, debentures or similar obligations, (iii) unpaid reimbursement   obligations in respect of any drawn letter of credit and (iv) lease liability under finance leases on Windstream’s consolidated balance   sheet prepared in accordance with GAAP (excluding right of use liabilities pursuant to GAAP in accordance with ASU No. 2018-11,   Topic 842).   If at any time any change in GAAP would affect the computation of any leverage ratio or requirement contained herein,   and either Windstream or Uniti shall so request, Windstream and Uniti shall negotiate in good faith to amend such ratio or requirement   to preserve the original intent thereof in light of such change in GAAP, provided that, until so amended, such ratio or requirement shall   continue to be computed in accordance with GAAP prior to such change therein.  9  When used in this Term Sheet, “total leverage ratio” will be calculated as the ratio of (i) Indebtedness (net of cash and cash equivalents to   the extent that such cash and cash equivalents exceed $75 million at such time) to (ii) LTM EBITDA (with customary adjustments).   10 To include (x) Indebtedness as defined in footnote 8 and (y) any guarantee of indebtedness incurred by third parties. 11 To include (x) Indebtedness as defined in footnote 8 and (y) any guarantee of indebtedness incurred by third parties.                                               7





 






                     make any dividends on its capital stock or repurchase any stock (other than                         dividends by subsidiaries of Windstream), or prepay any unsecured debt;                      make (a) any acquisitions or (b) investments, other than investments (1) in                         consolidated subsidiaries existing before the applicable date of Windstream’s non-                        compliance with the Maintenance Leverage Covenant and customary permitted                         investments, (2) in joint ventures in existence prior to the date of the applicable non-                        compliance with the Maintenance Leverage Covenant (and not created in                         contemplation thereof), or (3) with the consent of Uniti (not to be unreasonably                         withheld); provided that Windstream may make any acquisition if, on a pro forma                         basis (including customary pro forma cash cost savings adjustments as long as such                         adjustments are factually supportable, expected to be realized within fifteen months                         and do not exceed, in the aggregate, 17.5% of EBITDA (calculated before giving                         effect to such adjustments)), its total leverage ratio would be lower than immediately                         prior to such acquisition; or                      enter into any transaction with any investor in Windstream  (or any entity controlled                         by any such investor) who has one or more of its representatives on the Windstream                         Board of Directors, unless (i) Uniti consents to the entry into such transaction (such                         consent not to be unreasonably withheld) or (ii) such transaction is (x) in the                         ordinary course of business or (y) to continue or renew management, consultancy, or                         advisory services pursuant to any engagement entered into before the applicable date                         of Windstream’s non-compliance with the Maintenance Leverage Covenant on the                         same terms as before the applicable date of such non-compliance (it being                         understood that, solely with respect to clause (y), any such agreements, whether                         entered into before or after the applicable date of such non-compliance, shall be on                         terms consistent with those that would be obtained at arms’-length and shall be                         approved by disinterested directors)                 If (a) any bankruptcy event of default (which, in the event of an involuntary bankruptcy,                  shall occur only upon issuance of an order for relief or on the 60th day following                  commencement of the case if the case shall not have been dismissed at such time), or (b) any                  payment event of default or any other event of default under any Material Indebtedness (as                  defined in the Master Lease) has occurred and, in the case of clause (b), such event of default                  has not been waived or cured, such event of default shall constitute an event of default under                  the Leases and Uniti will not be required to comply with its GCI commitment obligations                  following any such breach                     Notwithstanding anything to the contrary herein, the Leases shall provide that the Incurrence                  Leverage Covenant and the Maintenance Leverage Covenant shall not apply at any time that                  Windstream maintains a corporate family rating of not less than (i) “B2” (stable) by                  Moody’s and (ii) either “B” (stable) by S&P or “B” (stable) by Fitch.  Windstream must                  provide to Uniti (i) periodic certifications with respect to the foregoing covenants and (ii)                  copies of all information and certifications required to be provided to Windstream’s lenders                  under the RCF Facility (both subject to confidentiality provisions consistent with those                  governing the sharing of information with lenders under such facility) Rent Offset      In the event Uniti defaults on or otherwise fails to timely satisfy the required funding of                      any GCI project, the equipment loan program, the Cash Payments, or any other payment                      obligation agreed to as part of the transactions contemplated hereby and Windstream is                      in compliance with the terms of the ILEC Lease and CLEC Lease, then any amounts                      remaining unfunded after 30 days shall be automatically deducted from the subsequent                                                8





 






                    rent payment or payments (as necessary) otherwise owed by Windstream (provided that                      Windstream shall, to the extent not stayed or prohibited by applicable law, provide                      notice to Uniti of any default or failure triggering an offset right within the 30 days prior                      to the occurrence of the resulting offset)                  Any GCI for which Windstream offsets rent payments shall become assets owned by                      Uniti and shall be constructed and otherwise comply with all terms and conditions of the                      applicable Lease as if such GCI was funded by Uniti  Transfer Rights  ILEC Lease and CLEC Lease will permit each of Uniti and Windstream to transfer its  / Uniti            respective rights and obligations under the applicable Lease (including future GCI  Securitization     funding that will not exceed the “pro rata portion” – as such phrase will be more  Rights             particularly defined in the Leases – of GCI funding in connection with either Lease), and                     will allow Uniti to otherwise monetize or encumber the applicable Lease, except that                     Uniti will not be permitted to transfer its interest in either Lease to a Windstream                     Competitor                  Windstream and Uniti to cooperate regarding any contemplated (i) assignments,                     transfers, or sales or (ii) securitization, participation, or other monetization of Lease                     rents, and the Leases will include customary provisions to affect such transactions  Credit Rating    Windstream and Uniti will use reasonable efforts to assist the other in its credit rating  Reports /          agency process, including providing information as requested  Preview  Reports General          The Parties agree to mutual releases from any and all liability related to all legal claims                      and causes of action                  Thresholds and other relevant provisions of the Master Lease will be conformed to the                     bifurcation of the Master Lease into the ILEC Lease and the CLEC Lease and other                     terms herein                  The Parties agree that Uniti has no consent rights over Windstream’s business plan,                     including Windstream’s network deployment strategies, except for compliance with GCI                     Review Standards for  GCI funding where IRR12 is below 9%, provided that Windstream                     can make investments of up to $60mm (the “Sub-Hurdle Allocation”) per year through                     2029 toward projects with an IRR below 9% without Uniti’s consent, provided, further,                     that RDOF and any similar federal or state broadband subsidies are deemed subsidies in                     calculating project IRR                  The Parties will agree that neither they nor any of the members of their respective                     management or boards of directors will directly (or indirectly on their express                     instruction) make, publish or issue (or cause to be made, published or issued) any                     statement or communication (whether written, oral or otherwise) in any form of media                     that (i) in the case of Uniti, disparages Windstream or members of Windstream’s                     management or board of directors and (ii) in the case of Windstream, disparages Uniti or                     members of Uniti’s management or board of directors                  Statements or communications (whether written, oral or otherwise) made, published or                     issued in any form of media in any of the following circumstances will not be considered    12 “IRR” means unlevered IRR as calculated using a model approved and certified annually by the Windstream Board of Directors, a live   copy of which is delivered to Uniti.                                                9





 






                   disparaging:                        o providing truthful and complete required legal testimony;                        o responding truthfully and completely to formal requests for information; or                        o making truthful and complete disclosures,                    so far as necessary or advisable to enable either Party to comply with applicable law,                     regulation or statute in connection with or arising out of a court, arbitral, administrative                     or regulatory investigation or proceeding of competition jurisdiction                 Uniti agrees to keep confidential any information provided by Windstream regarding GCI                  expenditures for the following year or any projections for multi-year periods and any                  information regarding compliance with financial covenants, until Windstream publicly                  discloses such information in accordance with applicable law; provided that (i) Uniti may                  use such information in preparing its own projections and guidance that it shares with rating                  agencies, financing sources, and the public market and (ii) Uniti may share such information                  with its accountants, attorneys and other advisors who are subject to confidentiality                  arrangements  Tax Matters      Certain Representations and Covenants                        o In connection with the entry into definitive agreements regarding the                            transactions contemplated in this Term Sheet, Uniti and Windstream each will                            represent to the other that, to its knowledge after reasonable diligence and                            consultation with its professional advisors, it is not then aware of any fact or                            circumstance that would prevent the True Lease Opinions or the REIT Opinion                            (each, as defined below) from being rendered in connection with the                            consummation of the Agreement, subject to enumerated conditions,                            assumptions, or exceptions to be resolved as promptly as practicable after entry                            into a definitive agreement regarding the transactions contemplated in this Term                            Sheet                        o Each of Uniti and Windstream shall make available, and shall use its reasonable                            best efforts to cause its professional advisors, including its counsel and its                            appraisers, to make available to the other party and its professional advisors on a                            reasonable basis such information, including underlying diligence materials,                             regarding the status and substance of the first party’s professional advisors’                            analysis of true lease and REIT issues, including the analysis performed by the                            appraiser, as the other party may reasonably request; provided that to the extent                            any relevant information is determined by Uniti in its sole discretion to be                            commercially sensitive, advisors to Uniti and Windstream shall determine                            whether such materials should be shared on an “advisors only” basis; provided,                            further, that Uniti will not be required to share materials subject to attorney-                           client privilege or a confidentiality obligation owed to a third party                  True Lease Opinion                        o As a condition precedent to the effectiveness (but not the approval) of the                            Agreement, either:                                . Uniti must receive an opinion to the effect that each of the CLEC Lease                                   and the ILEC Lease “should” be a “true lease” for U.S. federal income                                   tax purposes from a nationally recognized accounting or law firm of                                               10





 






                 Uniti’s choice (the “True Lease Opinions” and such accounting or law                   firm the “Uniti Tax Advisor”); or               . If the Uniti Tax Advisor determine that it cannot deliver the True Lease                   Opinions, and Windstream, after consultation with its advisors, believes                   that the True Lease Opinions should be able to be delivered, the issue                   shall be submitted for consideration by a nationally recognized law firm                   or accounting firm that is mutually acceptable to both Uniti and                   Windstream (the “Alternative Tax Advisor”) and, if such Alternative                   Tax Advisor agrees to issue U.S. federal income tax opinions to the                   effect that each of the CLEC Lease and the ILEC Lease “should”                   constitute a “true lease,” such opinions shall be treated as the True                   Lease Opinions satisfying this condition        o Uniti and Windstream agree that each of them, and their officers and employees,            will use best efforts to cause the True Lease Opinions to be issued promptly;            provided that Uniti promptly will engage a nationally recognized accounting or            valuation firm (the “Appraiser”) to undertake valuation, appraisal and other            analysis incidental thereto in order to facilitate the issuance of the True Lease            Opinions; provided, further, that Uniti will reasonably request of the Appraiser            that the terms of the Appraiser’s engagement shall allow Windstream to rely            upon any of the Appraiser’s reports for its own analysis of the status of each of            the ILEC Lease and the CLEC Lease as a “true lease”; provided, further, that the            Appraiser’s refusal to grant or grant without conditions such reasonable request            shall not preclude Uniti from engaging such Appraiser  Uniti Go-Forward REIT Status        o As a condition precedent to the effectiveness (but not the approval) of the            Agreement, either                . Uniti must receive an opinion from a nationally-recognized accounting                   or law firm of its choice (the “Uniti REIT Advisor”) to the effect that                   Uniti will, after the effectiveness of all of the transactions herein,                   continue to meet the requirements for qualification and taxation as a                   REIT for the year in which the Agreement becomes effective, and that                   Uniti’s then current method of operation, including the future effect of                   the transactions herein, will enable it to continue to meet the                   requirements for qualification and taxation as a REIT (a “REIT                   Opinion”); or               . If the Uniti REIT Advisor determines that it cannot deliver the REIT                   Opinion, and Windstream, after consultation with its advisors, believes                   that the REIT Opinion should be able to be delivered, the issue shall be                   submitted for consideration by a nationally recognized law firm that is                   mutually acceptable to both Uniti and Windstream and that has agreed                   to act prospectively as Uniti’s advisor on REIT qualification matters                   (the “Alternative REIT Advisor”) and, if such Alternative REIT Advisor                   agrees to issue an opinion to the effect that Uniti will, after the                   effectiveness of all of the transactions herein, continue to meet the                   requirements for qualification and taxation as a REIT for the year in                                11





 






                                 which the Agreement becomes effective, and that Uniti’s then current                                   method of operation, including the future effect of the transactions                                   herein, will enable it to continue to meet the requirements for                                   qualification and taxation as a REIT, such opinion shall be treated as the                                   REIT Opinion satisfying this condition                        o Uniti and Windstream agree that each of them, and their officers and employees                            will use best efforts to cause the REIT Opinion to be issued  Implementation   Agreement in principle between the Parties will be announced publicly no later than                     March 2, 2020                  Upon announcement of an agreement in principle, all pending litigation will be stayed                     pending closing of the transactions contemplated hereby, without prejudice to                     Windstream’s right to resume prosecution                  Windstream will file a motion no later than March 12, 2020 seeking Bankruptcy Court                     approval of the transactions contemplated hereby by no later than April 6, 2020, subject                     to the Bankruptcy Court’s availability and final documentation if necessary  GCI Review       The Parties will establish a committee consisting of 3 Uniti representatives and 3  Standards           Windstream representatives to review Windstream plans for GCI expenditures for the                      upcoming year, with reviews occurring on mutually convenient dates in 4Q, and to                      include a monthly GCI forecast and funding schedule for the upcoming year, along with                      a 3-year annual forecast, with focus on the states targeted for 1 GIG expansion                      opportunities in the near term, and with responsible detail on how and where the GCI                      expenditures will be invested and the associated returns, including return models, target                      market analyses, if applicable, and types of investment (FTTN, FTTH, long haul, towers,                      etc.)                  The Parties shall meet quarterly for the first 3 years, then semi-annually thereafter                  Windstream agrees to provide Uniti Windstream’s actual 2020 GCI plans, consistent                      with the level of detail as required above and agrees to include in such plans, or to                      otherwise present to Uniti for reimbursement under this arrangement, only those                      expenditures it determines in good faith meet the definition of GCI set forth herein                  In connection with GCI expenditures, Windstream also agrees to provide items (ii) and                      (v) below annually and items (i), (iii), and (iv) quarterly:                         (i) any certificates, licenses, new Permits or Pole Agreements or documents                            reasonably requested by Uniti necessary and obtainable to confirm                            Windstream’s use of the fiber and related assets associated with the GCI                            expenditures;                        (ii) an Officer’s Certificate setting forth in reasonable detail the projected GCI                            expenditures for the following year after the conclusion of the 4Q reviews and                            actual GCI expenditures for each year in 1Q of the following year;                        (iii) any agreements conveying title or beneficial interest to Uniti to any land,                            easements, or rights of way acquired for construction projects associated with                            the GCI free and clear of any Encumbrances except those approved by Uniti,                            and accompanied by an ALTA survey thereof satisfactory to Uniti;                                                12





 






       (iv) if appropriate, endorsements to any outstanding policy of title insurance            covering the assets associated with the GCI expenditures reasonably satisfactory            in form and substance to Uniti; and        (v) Windstream shall deliver to Uniti “as built” drawings of the fiber and/or related            assets constructed during the year, certified as accurate by the architect or            engineer that supervised the work, during the 4Q planning meeting  The Parties agree that GCI expenditures for 2020 are approved in light of Uniti’s review      of the Altman report and Windstream projections for 2020   Beginning 2021, annual and rollover GCI amounts will not require Uniti approval;      nonetheless the Committee will discuss proposed GCI projects in good faith; provided      that Uniti shall have the unilateral right to object to $25 million of proposed GCI      expenditures annually (without such $25 million being subject to the dispute resolution      described below) that Uniti determines in good faith do not comply with the GCI      definition (a “Disputed GCI Expenditure”) after providing the Windstream members of      the Committee an opportunity to present supporting documentation demonstrating      compliance (the “Challenge Right”); provided, further, that this provision shall not apply      to the $60 million Sub-Hurdle Allocation  In the event that the Parties disagree as to whether any GCI investment above the $25      million of proposed GCI expenditures that Uniti may challenge through the Challenge      Right for the applicable year is eligible for reimbursement by Uniti as a GCI  (other than      on the basis that such investment does not qualify as real property), the disagreement      will be brought to Altman Vilandrie or another independent third-party professional      reasonably acceptable to both Parties (the costs of which shall be borne solely by Uniti),      which independent third-party professional will have 10 days to make a determination      with respect to such disagreement, with such determination being final and binding on      the Parties.  If such independent third-party professional determines that any proposed      GCI investment does not comply with the definition of GCI, then Windstream may      replace such project with a replacement project or projects of equal or lesser cost.                                  13





 






Schedule A       14





 






             Schedule B  Discount Rate                   9.0% PV of Payments              400,000,000           1           $        24,505,456           2           $        24,505,456           3           $        24,505,456           4           $        24,505,456           5           $        24,505,456           6           $        24,505,456           7           $        24,505,456           8           $        24,505,456           9           $        24,505,456          10           $        24,505,456          11           $        24,505,456          12           $        24,505,456          13           $        24,505,456          14           $        24,505,456          15           $        24,505,456          16           $        24,505,456          17           $        24,505,456          18           $        24,505,456          19           $        24,505,456          20           $        24,505,456  Sum of Payments       $      490,109,111                     15





 






Schedule C       16





 






                                  Exhibit E-1                          Provision for Transfer Agreement               (First Lien Claims/Midwest Notes Claims/Equity Interests)        The undersigned (“Transferee”) hereby acknowledges that it has read and understands the  Chapter 11 Plan Support Agreement, dated as of __________ (the “Agreement”),1 by and among  Windstream Holdings, Inc. and its affiliates and subsidiaries bound thereto, the Uniti Parties, and  the  Consenting  Creditors,  including  the  transferor  to  the  Transferee  of  any  Company  Claims/Interests (each such transferor, a “Transferor”), and agrees to be bound by the terms and  conditions  thereof  to  the  extent  the  Transferor  was  thereby  bound,  and  shall  be  deemed  a  “Consenting Creditor” under the terms of the Agreement.        The  Transferee  specifically  agrees  to  be  bound  by  the  terms  and  conditions  of  the  Agreement and makes all representations and warranties contained therein as of the date of the  Transfer, including the agreement to be bound by the vote of the Transferor if such vote was cast  before the effectiveness of the Transfer discussed herein.  Date Executed:  ______________________________________ Name: Title: Address: E-mail address(es):    Aggregate Amounts Beneficially Owned or Managed on Account of:  First Lien Loans  First Lien Notes  Midwest Notes   Second Lien Notes  Unsecured Notes   Equity Interests   1  Capitalized terms used but not otherwise defined herein shall having the meaning ascribed to such terms in the Agreement.





 






                                  Exhibit E-2                          Provision for Transfer Agreement                     (Second Lien Claims/Unsecured Notes Claims)        The undersigned (“Transferee”) hereby acknowledges that it has read and understands the  Chapter 11 Plan Support Agreement, dated as of __________ (the “Agreement”),1 by and among  Windstream Holdings, Inc. and its affiliates and subsidiaries bound thereto, the Uniti Parties, and  the  Consenting  Creditors,  including  the  transferor  to  the  Transferee  of  the  Company  Claims/Interests set forth below (each such transferor, a “Transferor”), and agrees to be bound  by the terms and conditions thereof to the extent the Transferor was thereby bound solely with  respect  to  the  Company  Claims/Interests  set  forth  below,  and  shall  be  deemed  a  “Consenting  Creditor” under the terms of the Agreement with respect to such Company Claims/Interests.        The  Transferee  specifically  agrees  to  be  bound  by  the  terms  and  conditions  of  the  Agreement and makes all representations and warranties contained therein as of the date of the  Transfer, including the agreement to be bound by the vote of the Transferor if such vote was cast  before the effectiveness of the Transfer discussed herein.  Date Executed:  ______________________________________ Name: Title: Address: E-mail address(es):    Aggregate Amounts Beneficially Owned or Managed on Account of:  Second Lien Notes  Unsecured Notes    1  Capitalized terms used but not otherwise defined herein shall having the meaning ascribed to such terms in the Agreement.





 






                Exhibit 2   Redline                  





 






                                                              Execution Version   THIS CHAPTER 11 PLAN SUPPORT AGREEMENT IS NOT AN OFFER OR ACCEPTANCE  WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A  CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY  CODE.  ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE  SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE.           NOTHING  CONTAINED  IN  THIS  CHAPTER  11  PLAN  SUPPORT  AGREEMENT  SHALL  BE      AN  ADMISSION  OF  FACT  OR   LIABILITY  OR,  UNTIL   THE  OCCURRENCE  OF  THE  AGREEMENT  EFFECTIVE     DATE  ON  THE  TERMS  DESCRIBED  HEREIN,  DEEMED  BINDING ON ANY OF THE PARTIES HERETO.                      CHAPTER 11 PLAN SUPPORT AGREEMENT         This CHAPTER 11 PLAN SUPPORT AGREEMENT (including all exhibits, annexes, and  schedules hereto in accordance with Section 16.02, this “Agreement”) is made and entered into  as of March 2, 2020 (the “Execution Date”), by and among the following parties (each of the  following described in sub-clauses (i) through (ivv) of this preamble, collectively, the “Parties”):1         i.    Windstream Holdings, Inc. (“Holdings”), Windstream Services, LLC (“Services”),              and  each  of  their  direct  and  indirect  subsidiaries  listed  on Exhibit  A-1 and              Exhibit A-2 to this Agreement (collectively, together with Holdings and Services,              the “Company Parties”);          ii.   the undersigned holders of, or investment advisors, sub-advisors, or managers of              discretionary accounts that hold, First Lien Claims that have executed and delivered              counterpart signature pages to this Agreement, a Joinder, or a Transfer Agreement              to  counsel  to  the  Company  Parties (collectively,  the “Consenting  First  Lien              Creditors”);         iii.  Elliott  Investment  Management  LP  and  its  affiliated  funds in  their  capacity  as              holders of First Lien Claims, Second Lien Claims, and Unsecured Notes Claims              (collectively,  “Elliott”  and, together  with  the  Consenting  First  Lien  Creditors,              the “Consenting Elliott and First Lien Creditors”); and         iv.   Uniti Group Inc. and each of its direct and indirect subsidiaries listed on Exhibit B              to this Agreement (collectively, the “Uniti Parties”).”); and         v.    the undersigned holders of, or investment advisors, sub-advisors, or managers of              discretionary  accounts that  hold, Midwest Notes Claims that have executed and              delivered counterpart signature pages to this Agreement, a Joinder, or a Transfer              Agreement  to  counsel  to  the  Company  Parties (collectively,  the “Consenting              Midwest Noteholders” and, together with the Consenting Elliott and First Lien              Creditors, the “Consenting Creditors”).                                                     1 Capitalized terms used but not defined in the preamble and recitals to this Agreement have the meanings ascribed to them in    Section 1, the Restructuring Term Sheet, or the Uniti Term Sheet, as applicable. 





 






                                     RECITALS         WHEREAS, on February 25, 2019 (the “Petition Date”), each of the Company Parties  commenced cases (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code  (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New  York (the “Bankruptcy Court”);         WHEREAS, the Company Parties and the Consenting Creditors have in good faith and at  arms’ length negotiated certain restructuring and recapitalization transactions with respect to the  Company Parties’ capital structure on the terms set forth in this Agreement and as specified in the  term sheet attached as Exhibit C hereto (the “Restructuring Term Sheet” and, such transactions  as  described  in  the  Restructuring  Term  Sheet, the  “Restructuring  Transactions”), subject  to  agreement on definitive documentation and approval by the Court;         WHEREAS, on July 25, 2019, Holdings and Services initiated an adversary proceeding  styled as Windstream Holdings, Inc. and Windstream Services, LLC v. Uniti Group, Inc. et al.,  Case No. 19-08279 (RDD) (the “Adversary Proceeding”) against certain Uniti Parties;         WHEREAS,  the  Parties  have  engaged  in  arm’s-length,  good  faith  discussions  in  the  context of a mediation overseen by the Honorable Shelley C. Chapman;         WHEREAS,  to  avoid  any  further  expenditure  of  time,  effort,  and  money,  and  the  uncertainty  inherent  in  the  Adversary  Proceeding,  the  Parties  desire  fully  and  finally  to  compromise and resolve all claims and counterclaims asserted in the Adversary Proceeding or  otherwise relating in any way to the subject matter of the Adversary Proceeding upon the terms  and conditions set forth in the term sheet attached as Exhibit D hereto (the “Uniti Term Sheet,”  and, the transactions described  in the Uniti Term Sheet, the “Uniti  Transactions”), subject to  agreement on definitive documentation and approval by the Court;         WHEREAS, the Parties have agreed to take certain actions to implement the Restructuring  Transactions and the Uniti Transactions on the terms and conditions set forth in this Agreement;  and         NOW,  THEREFORE,  in  consideration  of  the  covenants  and  agreements  contained  herein,  and  for  other  valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby  acknowledged, each Party, intending to be legally bound hereby, agrees as follows:                                   AGREEMENT   Section 1.  Definitions and Interpretation.         1.01. Definitions.  The following terms shall have the following definitions:          “Ad Hoc Group of Midwest Noteholders” means that certain ad hoc group of holders of  Company Claims/Interests as disclosed in the Second Amended Verified Statement of Shearman &  Sterling  LLP  Pursuant  to  Bankruptcy  Rule  2019 [Docket  No.  1250],  as  amended,  restated,  supplemented, or otherwise modified from time to time.                                         2 





 






         “Administrative Claim” means a Claim for costs and expenses of administration of the  Chapter 11 Cases pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy  Code, including:  (a) the actual and necessary costs and expenses incurred on or after the Petition  Date until and including the Effective Date of preserving the Estates and operating the Debtors’  businesses;  (b)  Claims  for  compensation  for  services  rendered  or  reimbursement  of  expenses  incurred under sections 330, 331, 503(b)(2), 503(b)(3), 503(b)(4), or 503(b)(5) of the Bankruptcy  Code; and (c) all fees and charges assessed against the Estates pursuant to section 1930 of chapter  123 of title 28 of the United States Code.         “Adversary Proceeding” has the meaning set forth in the recitals to this Agreement         “Affiliate” has the meaning ascribed to it in section 101(2) of the Bankruptcy Code.         “Agent” means any administrative agent, collateral agent, or similar Entity under the First  Lien Loans, including any successors thereto.         “Agents/Trustees” means, collectively, each of the Agents and Trustees.          “Agreement Effective Date” means the date on which the conditions set forth in Section  2 have  been  satisfied  or  waived  by  the  appropriate  Party  or  Parties  in  accordance  with this  Agreement.         “Agreement  Effective  Period”  means,  with  respect  to  a  Party,  the  period  from  the  Agreement Effective Date to the Termination Date applicable to that Party.         “Agreement” has the meaning set forth in the preamble to this Agreement and, for the  avoidance of doubt, includes all the exhibits, annexes, and schedules hereto in accordance with  Section 16.02 (including the Restructuring Term Sheet and the Uniti Term Sheet).         “Allowed” means, as to a Claim or an Interest, a Claim or an Interest allowed under the  Plan, under the Bankruptcy Code, or by a final order, as applicable.  For the avoidance of doubt,  (a) there is no requirement to file a Proof of Claim (or move the Bankruptcy Court for allowance)  to be an Allowed Claim under the Plan, and (b) the Debtors may affirmatively determine to deem  unimpaired Claims Allowed to the same extent such Claims would be allowed under applicable  nonbankruptcy law.         “Alternative  Restructuring  Proposal”  means any  inquiry,  proposal,  offer,  bid,  term  sheet,  discussion,  or  agreement  with  respect  to  a  sale,  disposition,  new-money  investment,  restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt  investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization,  share exchange, business combination, or similar transaction involving any one or more Company  Parties  or  the  debt,  equity,  or  other  interests  in  any  one  or  more  Company  Parties  that  is  an  alternative to one or more of the Restructuring Transactions and that (following entry of the Uniti  9019  Order)  (i) is  consistent  in  all  material  respects  with  the  Uniti  Term  Sheet  and  Uniti  Documents and (ii) would not frustrate or impede the approval, implementation, or consummation  of the Uniti Transactions as described in the Uniti Term Sheet and the Uniti Documents.         “Bankruptcy Code” has the meaning set forth in the recitals to this Agreement.                                         3 





 






         “Bankruptcy Court” has the meaning set forth in the recitals to this Agreement.         “Business Day”  means any day other than a Saturday, Sunday, or other day on which  commercial banks are authorized to close under the Laws of, or are in fact closed in, the state of  New York.         “Cause  of  Action”  means  any  claims,  interests,  damages,  remedies,  causes  of  action,  demands,  rights,  actions,  suits,  obligations,  liabilities,  accounts,  defenses,  offsets,  powers,  privileges,  licenses,  liens,  indemnities,  guaranties,  and  franchises  of  any  kind  or  character  whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising,  contingent or non-contingent, liquidated or unliquidated, secured or unsecured, assertable, directly  or derivatively, matured or unmatured, suspected or unsuspected, in contract, tort, law, equity, or  otherwise. Causes of Action also include: (a) all rights of setoff, counterclaim, or recoupment and  claims  under  contracts or  for  breaches  of  duties  imposed  by  law;  (b)  the  right to  object to  or  otherwise contest Claims or Interests; (c) claims  pursuant to sections 362, 510, 542, 543, 544  through 550, or 553 of the Bankruptcy Code; and (d) such claims and defenses as fraud, mistake,  duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy Code.         “Chapter 11 Cases” has the meaning set forth in the recitals to this Agreement.         “Claim” has the meaning ascribed to it in section 101(5) of the Bankruptcy Code.         “Company Claims/Interests” means any Claim against, or Equity Interest in, a Company  Party, including the First Lien Claims, the Second Lien Claims, Midwest Notes Claims and the  Unsecured  Notes  Claims; provided that,  with  respect  to  Elliott,  the  term  “Company  Claims/Interests” shall expressly exclude Excess Second Lien Claims and Excess Unsecured Notes  Claims, except as specified herein; provided, further, that the “Company Claims/Interests” with  respect to a Permitted Transferee of Second Lien Claims or Unsecured Claims shall include only  those Second Lien Claims or Unsecured Notes Claims transferred to such Permitted Transferee by  a Consenting Creditor and shall not include any other Second Lien Claims or Unsecured Notes  Claims either (i) held by such Permitted Transferee on the date of such Transfer or (ii) subsequently  acquired from a Person that is not a Consenting Creditor, unless such Permitted Transferee was a  Consenting Creditor on the date of such Transfer.         “Company Parties” has the meaning set forth in the recitals to this Agreement.         “Confidentiality  Agreement”  means  an  executed  confidentiality  agreement,  including  with respect to the issuance of a “cleansing letter” or other public disclosure of material non-public  information agreement, in connection with any proposed Restructuring Transactions.         “Confirmation Hearing” means the hearing to consider confirmation of the Plan.         “Confirmation Order” means the confirmation order with respect to the Plan.         “Confirmation” means entry of the Confirmation Order on the docket of the Chapter 11  Cases.         “Consenting Creditors” has the meaning set forth in the preamble to this Agreement.                                         4 





 






         “Consenting Elliott and First Lien Creditors” has the meaning set forth in the preamble  to this Agreement.         “Consenting Midwest Noteholders” has the  meaning set forth in the preamble to this  Agreement.         “Consummation” means the occurrence of the Effective Date.         “Debtors” means the Company Parties that have commenced Chapter 11 Cases.         “Definitive  Documents”  means  the  documents  listed  in  Section 3.01,  provided  that,  notwithstanding anything to the contrary in Section 3.01 or otherwise in this Agreement, in no  event shall the Uniti Stock Sale Documents be included in the definition of Definitive Documents.         “DIP Agent” means Citibank N.A. in its capacity as administrative agent and collateral  agent under the DIP Credit Agreement.         “DIP Claims” means all Claims derived from, based upon, or secured pursuant to the DIP  Credit Agreement, including Claims for all principal amounts outstanding, interest, fees, expenses,  costs, and other charges arising thereunder or related thereto, in each case, with respect to the DIP  Facility.         “DIP Credit Agreement” means that certain superpriority secured debtor-in-possession  credit agreement (as may be amended, supplemented, or otherwise modified from time to time)  dated March 13, 2019, between Windstream Holdings, Inc. and Windstream Services, LLC, as  borrowers, the Debtor guarantors that are party thereto, the lenders party thereto, DIP Agent, and  Credit  Suisse  Loan  Funding  LLC,  Goldman  Sachs  Bank  USA,  JPMorgan  Chase  Bank,  N.A.,  Barclays Bank PLC, and Deutsche Bank Securities Inc., as co-documentation agents.         “DIP Facility” means that certain debtor-in-possession financing facility in accordance to  the terms and conditions set forth in the DIP Credit Agreement.         “DIP Lenders” means the lenders party to the DIP Credit Agreement with respect to the  DIP Facility.         “Disclosure  Statement  Motion”  means  the  motion  seeking,  among  other  things,  (a) approval of the Disclosure Statement, (b) approval of procedures for soliciting, receiving, and  tabulating  votes  on  the  Plan  and  for  filing  objections  to  the  Plan,  and  (c)  to  schedule  the  Confirmation Hearing.         “Disclosure Statement” means the related disclosure statement with respect to the Plan  and any exhibits thereto.         “Elliott” has the meaning set forth in the preamble to this Agreement.         “Entity” shall have the meaning set forth in section 101(15) of the Bankruptcy Code.                                          5 





 






         “Equity Interests” or “Interests” means, collectively, the shares (or any class thereof),  common  stock,  preferred  stock,  limited  liability  company  interests,  and  any  other  equity,  ownership,  or  profits  interests  of  any  Company  Party,  and  options,  warrants,  rights,  or  other  securities or agreements to acquire or subscribe for, or which are convertible into the shares (or  any class thereof) of, common stock, preferred stock, limited liability company interests, or other  equity, ownership, or profits interests of any Company Party (in each case whether or not arising  under or in connection with any employment agreement).         “Estate”  means  the  estate  of  any  Debtor  created  under  sections 301  and  541  of  the  Bankruptcy Code upon the commencement of the applicable Debtor’s Chapter 11 Case.         “Excess Second Lien Claims” means any Claim on account of the Second Lien Notes held  by Elliott as of the Agreement Effective Date that exceeds a face amount equal to one-third of the  principal amount of all Second Lien Notes plus one dollar.         “Excess Unsecured Notes Claims” means any Claim on account of the Unsecured Notes  held by Elliott as of the Agreement Effective Date that exceeds a face amount equal to one-third  of the principal amount of all Unsecured Notes plus one dollar.         “Execution Date” has the meaning set forth in the preamble to this Agreement.         “First Lien  Ad  Hoc Group”  means that certain ad hoc group of  holders of Company  Claims/Interests as disclosed in the Third Amended Verified Statement of the First Lien Ad Hoc  Group Pursuant to Bankruptcy Rule 2019 [Docket No. 1444], as amended, restated, supplemented,  or otherwise modified from time to time         “First Lien Claim” means any Claim on account of the First Lien Loans or the First Lien  Notes.         “First Lien  Loans” means the revolving  loans and term  loans under that certain Sixth  Amended and Restated Credit Agreement, originally dated as of July 17, 2006, and amended and  restated on April 24, 2015 (as amended, restated, modified, supplemented, or replaced from time  to time  in accordance with  its terms), by and  between Services, the  lenders party thereto, J.P.  Morgan Chase Bank, N.A., as administrative agent and collateral agent, and certain other parties  thereto.         “First Lien Notes” means the 8.625% Senior First Lien Notes due 2025 issued by Services  and Windstream Finance Corp.         “General  Unsecured  Claim”  means  any  Claim  other than  an  Administrative  Claim,  a  Secured Tax Claim, an Other Secured Claim, a Priority Tax Claim, an Other Priority Claim, a First  Lien Claim, a Midwest Notes Claim, a Second Lien Claim, or a DIP Claim.         “Intercompany Claim” means Claim held by a Debtor against a Debtor.         “Intercompany Interest” means an Interest in a Debtor held by a Debtor.                                          6 





 






         “Law” means any federal, state, local, or foreign law (including common law), statute,  code, ordinance, rule, regulation, order, ruling, or judgment, in each case, that is validly adopted,  promulgated, issued, or entered by a governmental authority of competent jurisdiction (including  the Bankruptcy Court).         “Midwest Notes Claim” means any Claim on account of the Midwest Notes.         “Midwest  Notes”  means  the  6.750%  Secured  Notes  due  2028  issued  by  Windstream  Holding of the Midwest, Inc.          “Other  Priority  Claim”  means  any  Claim  other  than  an  Administrative  Claim  or  a  Priority Tax Claim entitled to priority in right of payment under section 507(a) of the Bankruptcy  Code.         “Other Secured Claim” means any Secured Claim, including any Secured Tax Claim,  other than a First Lien Claim, Midwest Notes Claim, Second Lien Claim, or a DIP Claim.         “Parties” has the meaning set forth in the preamble to this Agreement.         “Permitted  Transferee”  means  each  transferee  of  any  Company  Claims/Interests  who  meets the requirements of Section 10.01.         “Petition Date” has the meaning set forth in the recitals to this Agreement.         “Plan Effective Date” means the occurrence of the Effective Date of the Plan according  to its terms.         “Plan  Supplement”  means  the  compilation  of  documents  and  forms  of  documents,  schedules, and exhibits to the Plan that will be filed by the Debtors with the Bankruptcy Court,  including, without limitation, documents identifying the officers and directors of the Reorganized  Debtors,  the  governance  documents  for  the  Reorganized  Debtors, and  any  equityholders’  agreements with respect to the Reorganized Debtors.         “Plan” means the joint plan of reorganization filed by the Debtors under chapter 11 of the  Bankruptcy Code that embodies the Restructuring Transactions and any exhibits thereto.         “Priority Tax Claim” means any Claim of a Governmental Unit (as defined in section  101(27) the Bankruptcy Code) of the kind specified in section 507(a)(8) of the Bankruptcy Code.         “Proof of Claim” means a proof of claim filed against any of the Debtors in the Chapter  11 Cases by the applicable claims bar date.         “Qualified  Marketmaker”  means  an  entity  that  (a)  holds  itself  out  to  the  market  as  standing  ready  in  the  ordinary  course  of  its  business  to  purchase  from  customers  and  sell  to  customers Claims against, or Interests in, any of the Debtors (including debt securities, other debt,  or interests) or enter into with customers long and short positions in Claims against the Debtors  (including debt securities, other debt, or interests), in its capacity as a dealer or market maker in  such Claims against or Interests in the Debtors and (b)  is,  in  fact, regularly  in the business of                                         7 





 






   making a market in Claims against issuers or borrowers (including debt securities, other debt, or  interests).         “Reinstatement” or “Reinstated”  means with respect to Claims and Interests, that the  Claim or Interest shall be rendered unimpaired in accordance with section 1124 of the Bankruptcy  Code.         “Reorganized Debtors” means a Debtor, or any successor or assign thereto, by merger,  consolidation, or otherwise, on and after the Plan Effective Date.         “Reorganized Windstream” Windstream Holdings, Inc., or any successor or assign, by  merger, consolidation, or otherwise, on or after the Plan Effective Date.         “Required Consenting Creditors” means the Required Consenting First Lien Creditors  and Elliott.         “Required Consenting First Lien Creditors” means, as of the relevant date, Consenting  Creditors that are members of the First Lien Ad Hoc Group (a) holding at least 50.01% of the  aggregate principal amount of First Lien Claims held by all Consenting First Lien Creditors that  are members of the First Lien Ad Hoc Group and (b) constituting at least two (2) members2 of the  First Lien Ad Hoc Group.         “Required Consenting Midwest Noteholders” means, as of the relevant date, Consenting  Midwest Noteholders that are members of the Ad Hoc Group of Midwest Noteholders holding at  least 50.01% of the aggregate principal amount of Midwest Notes Claims held by all Consenting  Midwest Noteholders that are members of the Ad Hoc Group of Midwest Noteholders.         “Restructuring Term Sheet” has the meaning set forth in the recitals to this Agreement.         “Restructuring Transactions” has the meaning set forth in the recitals to this Agreement.         “Rules” means Rule 501(a)(1), (2), (3), and (7) of the Securities Act.         “Second Lien Claims” means any Claim on account of the Second Lien Notes.          “Second Lien Notes” means the (i) 10.50% Senior Second Lien Notes due 2024 and (ii)  9.00% Senior Second Lien Notes due 2025 issued by Services and Windstream Finance Corp.         “Secured Tax Claim” means any Secured Claim that, absent its Secured status, would be  entitled to priority in right of payment under section 507(a)(8) of the Bankruptcy Code (determined  irrespective of time limitations), including any related Secured Claim for penalties.                                                    2  For purposes of determining the number of Consenting First Lien Creditors in the First Lien Ad Hoc Group, each member    thereof, together with any of its affiliates or managed funds, shall be counted as one Consenting First Lien Creditor in the First    Lien Ad Hoc Group.                                         8 





 






         “Secured” means when referring to a Claim: (a) secured by a lien on collateral to the extent  of the value of such collateral, as determined in accordance with section 506(a) of the Bankruptcy  Code or (b) subject to a valid right of setoff pursuant to section 553 of the Bankruptcy Code.         “Securities Act” means the Securities Act of 1933, as amended.         “Termination Date” means the date on which termination of this Agreement as to a Party  is effective in accordance with Sections 13.01, 13.0203(a), 13.0405, or 13.0506.         “Transfer  Agreement”  means  an  executed  form  of  the  transfer  agreement  providing,  among other things, that a transferee is bound by the terms of this Agreement and substantially in  the form attached hereto as Exhibit E-1, with respect to transfers of First Lien Claims, Midwest  Notes Claims and/or Equity Interests, and substantially in the form attached hereto as Exhibit E- 2, with respect to transfers of Second Lien Claims and/or Unsecured Notes Claims.          “Transfer”  means  to  sell,  resell,  reallocate,  use,  pledge,  assign,  transfer,  hypothecate,  participate, donate or otherwise encumber or dispose of, directly or indirectly (including through  derivatives, options, swaps, pledges, forward sales or other transactions).         “Trustee” means any indenture trustee, collateral trustee, or other trustee or similar entity  under the First Lien Notes or the Second Lien Notes.          “Uniti 9019 Motion” means a motion seeking approval of the transactions contemplated  by the Uniti Term Sheet.         “Uniti 9019 Order” means an order granting the Uniti 9019 Motion.         “Uniti Agreement” has the meaning set forth in section 3.01 of this Agreement.         “Uniti  Stock  Sale  Documents”  means  the  documents  and  instruments  necessary  to  implement the “Uniti Stock Sale” (as defined in the Uniti Term Sheet).         “Uniti Transactions” has the meaning set forth in the recitals to this Agreement.         “Uniti Term Sheet” has the meaning set forth in the recitals to this Agreement.         “Unsecured Notes Claims” means any Claim on account of the Unsecured Notes.         “Unsecured  Notes” means  the  (i) 7.750%  Senior  Notes  due  2020,  (ii) 7.750%  Senior  Notes  due  2021,  (iii) 7.500%  Senior  Notes  due  2022,  (iv) 7.500%  Senior  Notes  due  2023,  (v) 6.375% Senior Notes due 2023, and (vi) 8.750% Senior Notes due 2024 issued by Services and  Windstream Finance Corp.         1.02. Interpretation.  For purposes of this Agreement:         (a)   in the appropriate context, each term, whether stated in the singular or the plural,  shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or  neuter gender shall include the masculine, feminine, and the neuter gender;                                         9 





 






         (b)   capitalized terms defined only in the plural or singular form shall nonetheless have  their defined meanings when used in the opposite form;         (c)   unless otherwise specified, any reference herein to a contract, lease, instrument,  release, indenture, or other agreement or document being in a particular form or on particular terms  and conditions means that such document shall be substantially in such form or substantially on  such terms and conditions;         (d)   unless otherwise specified, any reference herein to an existing document, schedule,  or exhibit shall mean such document, schedule, or exhibit, as it may have been or may be amended,  restated, supplemented, or otherwise modified from time to time; provided, that any capitalized  terms herein which are defined with reference to another agreement, are defined with reference to  such other agreement as of the date of this Agreement, without giving effect to any termination of  such  other  agreement  or amendments  to  such  capitalized  terms  in  any  such  other  agreement  following the date hereof;         (e)   unless  otherwise  specified,  all  references  herein  to  “Sections”  are  references  to  Sections of this Agreement;         (f)   the words “herein,” “hereof,” and “hereto” refer to this Agreement in its entirety  rather than to any particular portion of this Agreement;         (g)   captions and headings to Sections are inserted for convenience of reference only  and are not intended to be a part of or to affect the interpretation of this Agreement;         (h)   references  to  “shareholders,”  “directors,”  and/or  “officers”  shall  also  include  “members”  and/or  “managers,”  as  applicable,  as  such  terms  are  defined  under  the  applicable  limited liability company Laws;          (i)   the use of “include” or “including” is without limitation, whether stated or not;          (j)   the phrase “counsel to the Consenting Creditors” refers in this Agreement to each  counsel specified in Section 16.10 other than counsel to the Company Parties or counsel to the  Uniti Parties; and         (k)   the phrase “counsel to the Uniti Parties” refers in this Agreement to each counsel  specified in Section  16.10 other than counsel to the Company Parties or counsel to the Consenting  Creditors.   Section 2.  Effectiveness  of  this  Agreement.  This  Agreement  shall  become  effective  and  binding  upon  each  of  the  Parties  at  12:00  a.m.,  prevailing  Eastern  Standard  Time,  on  the  Agreement Effective Date, which is the date on which all of the following conditions have been  satisfied or waived in accordance with this Agreement:         (a)   each  of  the  Company  Parties  shall  have  executed  and  delivered  counterpart  signature pages of this Agreement to counsel to each of the Parties;                                          10 





 






         (b)   each of the Uniti Parties shall have executed and delivered counterpart signature  pages of this Agreement to counsel to each of the Parties;         (c)   holders of at least two thirds of the aggregate outstanding principal amount of First  Lien Claims shall have executed and delivered counterpart signature pages of this Agreement;          (d)   Elliott  shall  have  executed  and  delivered  a  counterpart  signature  page  of  this  Agreement; and          (e)   counsel to the Company Parties shall have given notice to counsel to the Consenting  Creditors in the manner set forth in Section 16.10 hereof (by email or otherwise) that the conditions  to the Agreement Effective Date set forth in this Section 2(a) have occurred.   Section 3.  Definitive Documents.         3.01. The Definitive Documents governing the Restructuring Transactions shall include  the following:           (a)   a  motion  seeking  authorization  of  the  Debtors’  entry  into  the  Backstop  Commitment  Agreement  (the “BCA  Approval  Motion”)  and  an  order  approving  the  BCA  Approval Motion (the “BCA Approval Order”);         (b)   the Plan;          (c)   the Confirmation Order;          (d)   the Disclosure Statement;          (e)   the solicitation procedures and materials with respect to the Plan (collectively, the  “Solicitation Materials”);          (f)   the order of the Bankruptcy Court granting the Disclosure Statement Motion;          (g)   the  Plan  Supplement  (including,  without  limitation,  documents  identifying  the  officers and directors of the Reorganized Debtors, the governance documents for the Reorganized  Debtors, and any equityholders’ agreements with respect to the Reorganized Debtors);         (h)   the  credit  agreement  or  indenture, as  applicable,  with  respect  to  the  New  Exit  Facility, and any agreements, commitment letters, documents, or instruments related thereto;         (i)   the Backstop Commitment Agreement;         (j)   any documents related to the Rights Offering or procedures related thereto;         (k)   the agreement setting forth the definitive terms of the settlement contemplated by  the Uniti Term Sheet (the “Uniti Agreement”);         (l)   the Uniti 9019 Motion;                                         11 





 






         (m)   the Uniti 9019 Order;         (n)   any amendments to the Master Lease, dated April 24, 2015, by and between CSL  National,  LP and  the  other  entities  set  forth  thereto,  as  landlord,  and  Holdings,  as  tenant  (as  amended, restated, modified, supplemented, or replaced from time to time in accordance with its  terms) contemplated by the Uniti Term Sheet (the “Master Lease Amendments”);         (o)   the ILEC Lease, CLEC Lease, True Lease Opinions, and REIT Opinion (each as  defined in the Uniti Term Sheet);         (p)   any and all other motions, pleadings, or documents required or as may be necessary  to implement the Uniti Transactions, including any tax or other legal opinions (together with the  Uniti Agreement, Uniti 9019 Motion, Uniti 9019 Order, Master Lease Amendments, ILEC Lease,  CLEC Lease, True Lease Opinions, and REIT Opinion, the “Uniti Documents”); and         (q)   the motions seeking approval of each of the above (and, to the extent applicable  and  not  otherwise  noted,  the  orders  approving  each  of  the  above)  and  any  other  document  necessary to implement or achieve the Restructuring Transactions not otherwise listed above.         3.02. The Definitive Documents not executed or in a form attached to this Agreement as  of  the  Execution  Date  remain  subject  to  negotiation  and  completion.   Upon  completion,  the  Definitive Documents and every other document, deed, agreement, filing, notification, letter or  instrument  related  to  the  Restructuring  Transactions  shall  contain  terms,  conditions,  representations, warranties, and covenants consistent with the terms of this Agreement, as they  may  be  modified,  amended,  or  supplemented  in  accordance  with Section 14.   Further,  the  Definitive Documents not executed or in a form attached to this Agreement as of the Execution  Date shall contain terms, conditions, representations, warranties, and covenants consistent with the  terms of this Agreement (including all exhibits hereto) and otherwise be in form and substance  reasonably  acceptable  to the  Company  Parties and  the  Required  Consenting  Creditors;,  the  Required Consenting Creditors and the Required Consenting Midwest Noteholders (but as to the  Required  Consenting  Midwest  Noteholders,  so  long  as  the  Midwest  Notes  Claims  receive  the  treatment prescribed herein and the Midwest Notes Exit Facility Term Loans are treated in the  same way as all other New Exit Facility Term Loans including, without limitation, as to pricing,  economic, collateral and voting terms, then the Consenting Midwest Noteholders shall not have  consent rights over the terms of the New Exit Facility Term Loan, but shall retain consent rights  over  any  other  Definitive  Document  to  the  extent  that  the  Consenting  Midwest  Noteholders’  economic interests are adversely affected by the Definitive Document); provided, that the Uniti  Documents shall contain terms, conditions, representations, warranties, and covenants consistent  with the terms of this  Agreement (including all  exhibits hereto) and otherwise  be  in  form and  substance  reasonably  acceptable  to the  Company  Parties,  the  Uniti  Parties,  and  the  Required  Consenting Creditors; provided, further, that any provision of any of the Definitive Documents set  forth  in  Sections 3.013.01(a) through 3.01(j) and  3.01(q)  that  adversely  impacts  the  rights  or  obligations of the Uniti Parties under this  Agreement, the Uniti  Agreement, or the Uniti 9019  Order, or adversely impacts the ability of the Uniti Parties and the Debtors to consummate the  Uniti  Transactions  shall  contain  terms,  conditions,  representations,  warranties,  and  covenants  consistent with the terms of this Agreement (including all exhibits hereto) and otherwise be in                                         12 





 






   form  and  substance  reasonably  acceptable  to  the  Company  Parties,  the  Uniti  Parties,  and  the  Required Consenting Creditors.   Section 4.  Milestones.         4.01. As provided in and subject to Section 7, the Company Parties shall implement the  Restructuring  Transactions  and  the  Uniti  Transactions  in  accordance  with  the  following  Milestones:         (a)   no later than 10 days following the Agreement Effective Date, the Company Parties  shall file with the Bankruptcy Court the Uniti 9019 Motion;          (b)   no  later than 1011 days  following  the  Agreement  Effective  Date, the  Company  Parties shall execute the Backstop Commitment Agreement and file with the Bankruptcy Court  the BCA Approval Motion;         (c)   no later than 30 days following the Agreement Effective Date, the Company Parties  shall  file  with  the  Bankruptcy  Court:  (i)  the  Plan;  (ii)  the  Disclosure  Statement;  and  (iii)  the  Disclosure Statement Motion;          (d)   no  later  than  35  days  following  the  Agreement  Effective  Date,  2020,  the  Bankruptcy Court shall have entered the Uniti 9019 Order;          (e)   no  later  than  35  days  following  the  Agreement  Effective  Date,  the  Bankruptcy  Court shall have entered the BCA Approval Order;         (f)   no  later  than  75  days  following  the  Agreement  Effective  Date,  the  Bankruptcy  Court  shall  have  entered  an  order  approving  the  relief  requested  in  the  Disclosure  Statement  Motion;         (g)   no later than 110 days following the Agreement Effective Date, the Bankruptcy  Court shall have entered the Confirmation Order; and         (h)   no later than 180 days following the Agreement Effective Date, the Plan Effective  Date shall have occurred.         4.02. A Milestone may only be extended or waived with the prior written consent of the  Required Consenting Creditors; provided, that the Milestones set  forth in Sections 4.01(a) and  4.01(d) may only be extended or waived with the prior written consent of the Uniti Parties and the  Required Consenting Creditors.  The date of each Milestone shall be calculated in accordance with  Rule 9006 of the Federal Rules of Bankruptcy Procedure.   Section 5.  Commitments of the Consenting Creditors.          5.01. General Commitments and Forbearances.           (a)   During  the  Agreement  Effective  Period,  each  Consenting  Creditor  agrees,  in  respect of all of its Company Claims/Interests, solely as such Consenting Creditor remains the                                         13 





 






   legal owner, beneficial owner, and/or investment advisor, subadvisor, or manager of or with power  and/or authority to bind any such Company Claims/Interests, to:               (i)   support  the  consummation  and  implementation  of  the  Restructuring  Transactions and the Uniti Transactions; and               (ii)  negotiate in good faith and use commercially reasonable efforts to execute  and implement the Definitive Documents that are consistent with this Agreement to which it is  required to be a party.; and               (iii) use  commercially  reasonable  efforts  to  include  all  advisors  to  Required  Consenting Creditors and Required Consenting Midwest Noteholders in any mediation session  overseen by the mediator related to the Restructuring Transactions, and not oppose a participation  request by an advisor to a Required Consenting Midwest Noteholder.         (b)   During  the  Agreement  Effective  Period,  each  Consenting  Creditor  agrees,  in  respect of all of its Company Claims/Interests, solely as such Consenting Creditor remains the  legal owner, beneficial owner, and/or investment advisor, subadvisor, or manager of or with power  and/or authority to bind any such Company Claims/Interests, that it shall not directly or indirectly:                (i)   object to, delay, impede, or take any other action to interfere with, delay, or  impede, the acceptance, consummation or implementation of the Restructuring Transactions;               (ii)  propose, file, support, or vote for any Alternative Restructuring Proposal;               (iii) file any motion, pleading, or other document with the Bankruptcy Court or  any other court (including any modifications or amendments thereof) that, in whole or in part, is  not materially consistent with this Agreement or the Plan;               (iv)  initiate, or have initiated on its behalf, any litigation or proceeding of any  kind that is inconsistent with this Agreement, the Uniti Agreement, the Uniti Transactions, or the  other  Restructuring  Transactions  contemplated  herein  against  the  Company  Parties,  the  Uniti  Parties, or the other Parties other than to enforce this Agreement or any Definitive Document or  as otherwise permitted under this Agreement;                (v)   exercise, or direct any other person to exercise, any right or remedy for the  enforcement, collection, or recovery of any of Claims against or Interests in the Company Parties,  other than as contemplated by this Agreement;               (vi)  object  to,  delay,  impede,  or  take  any  action  to  interfere  with,  delay,  or  impede, the acceptance, consummation or implementation of the Uniti Transactions; or               (vii) object  to,  delay,  impede,  or  take  any  other  action  to  interfere  with  the  Company Parties’ ownership and possession of their assets, wherever located, or interfere with the  automatic stay arising under section 362 of the Bankruptcy Code, other than as permitted by this  Agreement.                                          14 





 






         (c)   During the Agreement Effective Period, Elliott agrees to abide by the covenants in  Sections 5.01(a) and (b) above and Section 5.02 below, in respect of its Excess Second Lien Claims  and Excess Unsecured Notes Claims, solely to the extent Elliott remains the legal owner, beneficial  owner, and/or investment advisor, subadvisor, or manager of or with power and/or authority to  bind any such Claims.         5.02. Commitments with Respect to Chapter 11 Cases.           (a) During the Agreement Effective Period, each Consenting Creditor that is entitled to  vote to accept or reject the Plan pursuant to its terms agrees that it shall:               (i)   after having received the Plan and the Disclosure Statement and Solicitation  Materials,  in  each  case,  approved  by  the  Bankruptcy  Court,  prior  to  the  date  by  which  the  Consenting  Creditor  shall  be  required  to  vote  on  the  Plan,  vote  each  of  its  Company  Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting  the Plan on a timely basis following the commencement of the solicitation of the Plan; provided,  that any such duly executed and completed ballot accepting the Plan shall be void if this Agreement  terminates in accordance with Section 13;                (ii)  to the extent it is permitted to elect whether to opt out of the releases set  forth in the Plan, elect not to opt out of the releases set forth in the Plan by timely delivering its  duly executed and completed ballot(s) indicating such election; and               (iii) not  change,  withdraw,  amend,  or  revoke  (or  cause  to  be  changed,  withdrawn, amended, or revoked) any vote or election referred to in clauses (i) and (ii) above.         (b)   During the Agreement Effective Period, each Consenting Creditor, in respect of  each of its Company Claims/Interests, will support, and will not directly or indirectly object to,  delay, impede, or take any other action to interfere with, any motion or other pleading or document  filed  by a  Company  Party  in  the  Bankruptcy  Court that  is  consistent  in  all  respects  with  this  Agreement.         (c)   No later than March 15, 2020, the Requisite Backstop Parties shall have agreed to  the Governance Term Sheet.         5.03. For the  avoidance  of  doubt,  notwithstanding  anything  in  this  Agreement to the  contrary, nothing in this Agreement shall require any Consenting Creditor to take any action or  refrain from taking any action that is inconsistent with such Consenting Creditor’s obligations (if  any) under either (i) that certain Junior Lien Intercreditor Agreement, dated as of August 2, 2018,  between Windstream Services, the other grantors party thereto, JPMorgan Chase Bank, N.A., as  First Lien Collateral Agent and First-Priority Collateral Agent, U.S. Bank National Association,  as Initial Other First-Priority Collateral Agent, and the Wilmington Trust, National Association as  Second-Priority Collateral Agent or (ii) that certain Pari Passu Intercreditor Agreement, dated as  of November 6, 2017, between Windstream Services, the other grantors party thereto, JPMorgan  Chase Bank, N.A., as the Authorized Representative for the Credit Agreement Secured Parties,  and U.S. Bank National Association, as Initial Additional Authorized Representative.                                          15 





 






         5.04. Notwithstanding anything herein to the contrary, nothing in this Agreement and  neither a vote to accept the Plan by any Consenting Creditor nor the acceptance of the Plan by any  Consenting Creditor shall: (a) be construed to prohibit any Consenting Creditor from contesting  whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement or the  Definitive  Documents, or  exercising  rights  or  remedies  specifically  reserved  herein; (b) be  construed  to  limit  any  Consenting  Creditor’s  rights  under  any  applicable  indenture,  credit  agreement, other loan document, and/or applicable law or to  prohibit any  Consenting Creditor  from appearing as a party-in-interest in any matter to be adjudicated in the Chapter 11 Cases, so  long  as,  from  the  Agreement Effective  Date  until  the  occurrence of  a  Termination  Date,  such  appearance and the positions advocated in connection therewith are not inconsistent with Section  5 of this Agreement, provided, however, that any delay or other impact on consummation of the  Restructuring Transactions contemplated by the Plan caused by a Consenting Creditor’s opposition  to  (x) any  relief  that  is  inconsistent  with  such  Restructuring Transactions,  (y) a  motion  by  the  Debtors to enter into a material executory contract, lease, or other arrangement outside of the  ordinary  course  of  the  Debtors’  business  without  obtaining  the  prior  consent  of  the  Required  Consenting  Creditors, or  (z) any  relief  that  is  adverse  to  interests of  the Consenting  Creditors  sought  by  the  Debtors (or  any  other  party)  shall  not  constitute  a  violation  of  this  Agreement;  (c) affect the ability of any Consenting Creditor to consult with any other Consenting Creditor, the  Debtors, or any other party in interest in the Chapter 11 Cases (including any official committee  or the United States Trustee); (d) require any Consenting Creditor to incur any financial or other  liability (other than in connection with the Backstop Commitment Agreement); (e) require any  Consenting Creditor to take any action which is prohibited by applicable law or to waive or forgo  the benefit of any applicable legal professional privilege; or (f) impair or waive the rights of any  Consenting Creditor to assert or raise any objection permitted under this Agreement in connection  with any hearing on confirmation of the Plan or in the Bankruptcy Court.   Section 6.  Commitments of the Uniti Parties.          6.01. Affirmative  Commitments.   During  the  Agreement  Effective  Period,  the  Uniti  Parties agree to:         (a)   support, take all steps necessary to consummate and implement, and facilitate the  consummation and implementation of the Uniti Transactions;         (b)   use commercially reasonable efforts to obtain any and all required regulatory and/or  third-party approvals to consummate the Uniti Transactions; and         (c)   negotiate  in  good  faith  and  use  commercially  reasonable  efforts to  execute  and  implement the Definitive Documents contemplated by the Uniti Term Sheet.         6.02. Negative Commitments. During the Agreement Effective Period, each of the Uniti  Parties agrees that it shall not directly or indirectly:          (a)   object  to,  delay,  impede,  or  take  any  other  action  to  interfere  with  acceptance,  implementation, or consummation of the Restructuring Transactions;                                          16 





 






         (b)   file any motion, pleading, or other document with the Bankruptcy Court or any  other court (including any modifications or amendments thereof) that, in whole or in part, is not  materially consistent with this Agreement or the Plan;         (c)   initiate, or have initiated on its behalf, any litigation or proceeding of any kind with  respect to the Chapter 11 Cases, this Agreement, the Uniti Agreement, the Uniti Transactions or  the other Restructuring Transactions contemplated herein against the Company Parties or the other  Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted  under this Agreement;          (d)   object to, delay, impede, or take any action to interfere with or that is inconsistent  with,  or  is  intended  or  could  reasonably  be  expected  to  interfere  with,  delay,  or  impede,  the  acceptance,  consummation  or  implementation  of  the  Uniti  Transactions  or  the  Restructuring  Transactions; or         (e)   object to, delay, impede, or take any other action to interfere with the Company  Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic  stay arising under section 362 of the Bankruptcy Code.   Section 7.  Commitments of the Company Parties.           7.01. Affirmative Commitments.  Except as set forth in Section 9, during the Agreement  Effective Period, the Company Parties agree to:         (a)   support and take all steps reasonably necessary and desirable to consummate the  Restructuring Transactions in accordance with this Agreement and the Milestones;         (b)   upon reasonable request of any of the Consenting Creditors or their advisors, inform  the legal and financial advisors to the Consenting Creditors as to: (i) the material business and  financial (including  liquidity) performance of the Company; (ii) the status and progress of the  negotiations  of  the  Definitive  Documents;  and  (iii)  the  status  of  obtaining  any  necessary  or  desirable  authorizations  (including  consents)  from  any  competent  judicial  body,  governmental  authority, banking, taxation, supervisory, or regulatory body or any stock exchange;         (c)   provide prompt written notice to the financial and legal advisors to the Consenting  Creditors and the Uniti Parties of: (i) the occurrence of a Termination Event of which the Company  Parties  have  actual  knowledge;  (ii) a  breach  of  this  Agreement  (including  a  breach  by  any  Company Party) of which the Company Parties have actual knowledge; or (iii) to the extent of the  Company Parties’ actual knowledge, any representation or statement made or deemed to be made  by  any  Company  Party  hereunder  which  is  or  proves  to  have  been  materially  incorrect  or  misleading in any respect when made or deemed to be made;         (d)   operate in the ordinary course taking into account the Restructuring Transactions  and the pendency of the Chapter 11 Cases;         (e)   to the extent any legal or structural impediment arises that would prevent, hinder,  or  delay  the  consummation  of  the  Restructuring  Transactions  and  the  Uniti  Transactions                                         17 





 






   contemplated  herein,  take  all  steps  reasonably  necessary  and  desirable  to  address  any  such  impediment;         (f)   use commercially reasonable efforts to obtain any and all required regulatory and/or  third-party approvals for the Restructuring Transactions and the Uniti Transactions;          (g)   negotiate  in  good  faith  and  use  commercially  reasonable  efforts  to execute  and  deliver the Definitive Documents and any other required agreements to effectuate and consummate  the Restructuring Transactions and the Uniti Transactions as contemplated by this Agreement;          (h)   use commercially reasonable efforts to seek additional support for the Restructuring  Transactions and the Uniti Transactions from other material stakeholders to the extent reasonably  prudent;         (i)   if the Bankruptcy Court denies the Uniti 9019 Motion, use best efforts to timely  appeal such denial;         (j)   if the Uniti 9019 Motion is granted but subsequently reversed on appeal, use best  efforts to timely appeal such reversal;          (k)   support, take all steps necessary to consummate and implement, and facilitate the  consummation and implementation of, the Uniti Transactions and the Restructuring Transactions  in accordance with the Milestones; and         (l)   timely  file  and  prosecute  a  formal  objection,  in  form  and  substance  reasonably  acceptable to the Required Consenting Creditors, to any motion filed with the Bankruptcy Court  by any party seeking the entry of an order (A) directing the appointment of a trustee or examiner,  (B) converting  the  Chapter  11  Cases  to  cases  under  chapter  7  of  the  Bankruptcy  Code,  (C) dismissing the Chapter 11 Cases, or (D) modifying or terminating the Debtors’ exclusive right  to file and/or solicit acceptances of a plan of reorganization, as applicable.; and         (m)   use commercially reasonable efforts to include all advisors to Required Consenting  Creditors and Required Consenting Midwest Noteholders in any mediation session overseen by  the mediator related to the Restructuring Transactions, and not oppose a participation request by  an advisor to a Required Consenting Midwest Noteholder.         7.02. Negative Commitments.  Except as set forth in Section 9, during the Agreement  Effective Period, each of the Company Parties shall not directly or indirectly:         (a)   object  to,  delay,  impede,  or  take  any  other  action  to  interfere  with  acceptance,  implementation, or consummation of the Restructuring Transactions;          (b)   take any action that is inconsistent in any material respect with, or is intended to  frustrate or impede approval, implementation and consummation of the Restructuring Transactions  described in, this Agreement or the Plan;         (c)   modify the Plan, in whole or in part, in a manner that is not consistent with this  Agreement;                                         18 





 






         (d)   object to, delay, impede, or take any action to interfere with or that is inconsistent  with,  or  is  intended  or  could  reasonably  be  expected  to  interfere  with,  delay,  or  impede,  the  approval,  consummation  or  implementation  of  the  Uniti  Transactions  or  the  Restructuring  Transactions; or         (e)   file any motion, pleading, or Definitive Documents with the Bankruptcy Court or  any other court (including any modifications or amendments thereof) that, in whole or in part, is  not materially consistent with this Agreement or the Plan.   Section 8.  Additional Commitments.           8.01. Cooperation  and  Support.   To  the  extent  reasonably  practicable,  the  Company  Parties shall provide draft copies of all material pleadings and documents that any Company Party  intends to file with or submit to the Bankruptcy Court or any governmental authority (including  any  regulatory  authority),  as  applicable,  to  counsel  to  the Consenting  Creditors  at  least  two  (2) Business  Days  prior to  the  date  when  such  Company  Party  intends  to  file  such  document.   Counsel to the respective Parties shall consult in good faith regarding the form and substance of  any such proposed filing with the Bankruptcy Court.  For the avoidance of doubt, the Parties agree  to negotiate in good faith the Definitive Documents that are subject to negotiation and completion,  consistent  with  Section 3.02 hereof.   The  Debtors  shall  provide  to  the  Consenting  Creditors’  advisors,  and  direct  their  respective  employees,  officers,  advisors  and  other  representatives  to  provide  to  the  Consenting  Creditors’  advisors,  (i) reasonable  access  (without  any  material  disruption to the conduct of the Debtors’ businesses) during normal business hours to the Debtors’  books and records, (ii) reasonable access to the management and advisors of the Debtors for the  purposes of evaluating the Debtors’ assets, liabilities, operations, businesses, finances, strategies,  prospects and affairs, (iii) timely and reasonable responses to all reasonable diligence requests,  and (iv) the status of obtaining any necessary or desirable authorizations (including consents) from  any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory  body or any stock exchange.  Further, the Company Parties shall provide draft copies of all material  pleadings and documents that any Company Party intends to file with the Bankruptcy Court that  impact the Uniti Parties to Counsel to the Uniti Parties at least two (2) Business Days prior to the  date when such Company Party intends to file such document.  Counsel to the respective Parties  shall consult in good faith regarding the form and substance of any such proposed filing with the  Bankruptcy Court, but any such proposed filing shall comply in all respect with the Milestones set  forth  in Section  4 and  all  other  provisions  of  this  Agreement.   Further,  the  Company  shall  reasonably consult with counsel to the Consenting Creditors regarding any regulatory or other  third-party approvals necessary to implement the Restructuring Transactions and share copies of  any documents filed or submitted to any regulatory or other governmental authority in connection  with obtaining any regulatory or other third-party approvals.         8.02. Adversary Proceeding.  On the Agreement Effective Date, the Company Parties  and the Uniti Parties shall promptly take all actions necessary to stay and hold in abeyance the  prosecution of any and all claims and counterclaims in the Adversary Proceeding, such stay to  remain effective until the earlier of (i) the date this Agreement shall have been terminated and  (ii) the Effective Date (as defined in the Uniti Term Sheet).                                          19 





 






   Section 9.  Additional Provisions Regarding Company Parties’ Commitments.         9.01. Notwithstanding  anything  to  the  contrary  in  this  Agreement,  nothing  in  this  Agreement shall require a Company Party or the board of directors, board of managers, or similar  governing body of a Company Party, after consulting with counsel, to take any action or to refrain  from taking any action with respect to the Restructuring Transactions to the extent taking or failing  to take such action would be inconsistent with applicable Law or its fiduciary obligations under  applicable Law; provided that, to the extent that any such action or inaction is inconsistent with  this  Agreement  or  would  be  deemed  to  constitute  a  material  breach  hereunder,  including  a  determination to pursue an Alternative Restructuring Proposal, the Company Parties shall provide  counsel  to  the  Consenting  Creditors  and  the  Uniti  Parties  with  written  notice  within  two  (2)  Business Days of when any Company Party so acts or fails to act; provided, further, that any such  inaction or action shall  not impede any Party’s rights to terminate this Agreement pursuant to  Section 13; provided, further that, for the avoidance of doubt, upon entry of the Uniti 9019 Order,  the terms of the Uniti 9019 Order shall control, including as such order binds the Debtors with  respect to the Uniti Transactions.         9.02. Notwithstanding  anything  to  the  contrary  in  this  Agreement  (but  subject  to  Section 9.01 and Section  13),  each  Company  Party  and  its  respective  directors,  officers,  employees,  investment  bankers,  attorneys,  accountants,  consultants,  and  other  advisors  or  representatives shall  have the rights to:  (a) consider and respond to Alternative Restructuring  Proposals (or inquiries or indications of interest with respect thereto) that may be received by the  Company Parties; (b) provide access to non-public information concerning any Company Party to  any Entity or enter into Confidentiality Agreements or nondisclosure agreements with any Entity  in connection with any Alternative Restructuring Proposal (or inquiries or indications of interest  with respect thereto) that may be received by the Company Parties; (c) engage in discussions or  negotiations with respect to Alternative  Restructuring Proposals (or inquiries or  indications of  interest with respect thereto) that may be received by the Company Parties; and (d) enter into or  continue  discussions  or  negotiations  with  holders  of  Claims  against  or  Equity  Interests  in  a  Company Party (including any Consenting Creditor), any other party in interest in the Chapter 11  Cases  (including  any  official  committee  and  the  United  States  Trustee),  or  any  other  Entity  regarding the Restructuring Transactions.  If any Company Party receives a written or oral proposal  or expression of interest regarding any Alternative Restructuring Proposal, within two (2) Business  Days, the Company Party shall  notify (with email  being sufficient) counsel to the Consenting  Creditors of any such proposal or expression of interest, with such notice to include a copy of such  proposal, if it is in writing, or otherwise a summary of the material terms thereof.   If the board of  directors of the Company Parties determines, in good faith, upon the advice of its outside legal  advisors, to exercise a Fiduciary Out, the Company Parties shall notify counsel to the Consenting  Creditors within two (2) Business Days following such determination.  Upon any determination  by any Company Party to exercise a Fiduciary Out (as defined below), the other Parties to this  Agreement shall be immediately and automatically relieved of any obligation to comply with their  respective covenants and agreements herein in accordance with Section 13.0607 hereof.         9.03. Nothing in this Agreement shall: (a) impair or waive the rights of any Company  Party  to  assert  or  raise  any  objection  permitted  under  this  Agreement  in  connection  with  the  Restructuring Transactions; or (b) prevent any Company Party from enforcing this Agreement or  contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement.                                          20 





 






   Section 10. Transfer of Interests and Securities.         10.01. During the Agreement Effective Period, no Consenting Creditor shall Transfer any  ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities  Exchange  Act  of  1934,  as  amended)  in  any  Company  Claims/Interests  to  any  affiliated  or  unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest,  unless:            (a)   in the case of any Company  Claims/Interests, the authorized transferee  is either  (1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (2) a non-U.S.  person in an offshore transaction as defined under Regulation S under the Securities Act, (3) an  institutional accredited investor (as defined in the Rules), or (4) a Consenting Creditor; and         (b)   either (i) the transferee executes and delivers to counsel to each of the Company  Parties, the First Lien Ad Hoc Group, and Elliott, at or before the time of the proposed Transfer, a  Transfer Agreement, (ii) as of the date of such Transfer, such Consenting Creditor controls, is  controlled by, or is under common control with such transferee or is an affiliate, affiliated fund, or  affiliated entity with a common investment advisor, or (iii) the transferee is a Consenting Creditor  and the transferee provides notice of such Transfer (including the amount and type of Company  Claim/Interest Transferred) to counsel to the Company Parties at or before the time of the proposed  Transfer.          10.02. Upon compliance with the requirements of Section 10.01, the transferor shall be  deemed to relinquish its rights (and be released from its obligations) under this Agreement to the  extent of the rights and obligations in respect of such transferred Company Claims/Interests.  Any  Transfer in violation of Section 10.01 shall be void ab initio.          10.03. This Agreement shall in no way be construed to preclude the Consenting Creditors  from acquiring additional Company Claims/Interests; provided, that (a) such additional Company  Claims/Interests shall automatically and immediately upon acquisition by a Consenting Creditor  be deemed subject to the terms of this Agreement (regardless of when or whether notice of such  acquisition is given to counsel to the Company Parties or counsel to the Consenting Creditors) and  (b) such Consenting Creditor must provide notice of such acquisition (including the amount and  type  of  Company  Claim/Interest  acquired)  on  a  confidential  basis  to  counsel  to the  Company  Parties within five (5) Business Days of such acquisition.         10.04. This Section 10 shall not impose any obligation on any Company Party to issue any  “cleansing  letter”  or  otherwise  publicly  disclose  information  for  the  purpose  of  enabling  a  Consenting Creditor to Transfer any of its Company Claims/Interests.  Notwithstanding anything  to  the  contrary  herein,  to  the  extent  a  Company  Party  and  another  Party  have  entered  into  a  Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply  and remain in full force and effect according to its terms, and this Agreement does not supersede  any rights or obligations otherwise arising under such Confidentiality Agreements.         10.05. Notwithstanding  Section 10.01,  a  Qualified  Marketmaker  that  acquires  any  Company Claims/Interests shall not (a) be required to be or become a Consenting Creditor to effect  any Transfer of any Company Claims/Interests by a Consenting Creditor to a transferee, so long                                         21 





 






   as such Transfer by the Consenting Creditor to the transferee is in all other respects a Permitted  Transfer under Section 10.01 and (b) be required to execute and deliver a Transfer Agreement in  respect  of  such  Company  Claims/Interests  if  (i)  such  Qualified  Marketmaker  subsequently  transfers  such  Company  Claims/Interests  (by  purchase,  sale  assignment,  participation,  or  otherwise) within ten (10) Business Days of its acquisition to a transferee that is an entity that is  not  an  affiliate,  affiliated  fund, or  affiliated  entity  with  a  common  investment  advisor;  (ii) the  transferee otherwise is a Permitted Transferee under Section 10.01; and (iii) the Transfer otherwise  is a Permitted Transfer under Section 10.01.  To the extent that a Consenting Creditor is acting in  its  capacity  as  a  Qualified  Marketmaker,  it  may  Transfer  (by  purchase,  sale,  assignment,  participation,  or  otherwise)  any  right,  title  or  interests  in  Company  Claims/Interests  that  the  Qualified  Marketmaker  acquires  from  a  holder  of  the  Company  Claims/Interests  who  is  not  a  Consenting Creditor without the requirement that the transferee be a Permitted Transferee.         10.06. Notwithstanding  anything  to the  contrary  in  this Section  10,  the  restrictions  on  Transfer set forth in this Section 10 shall not apply to the grant of any liens or encumbrances on  any claims and interests in favor of a bank or broker-dealer holding custody of such claims and  interests in the ordinary course of business and which lien or encumbrance is released upon the  Transfer of such claims and interests.         10.07. Notwithstanding anything herein to the contrary, the duties and obligations of the  Consenting Creditors under this Agreement shall be several, and not joint.  No Party shall have  any responsibility by virtue of this Agreement for any trading by any other entity.  No prior history,  pattern, or practice of sharing confidences among or between the Parties shall in any way affect or  negate  this  Agreement.  The  Parties  acknowledge  that  this  Agreement  does  not  constitute  an  agreement,  arrangement,  or  understanding  with  respect  to  acting  together  for  the  purpose  of  acquiring,  holding,  voting,  or  disposing  of  any  equity  securities  of  the  Debtors  and  do  not  constitute a “group” within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934,  as amended.  No action taken by any Consenting Creditors pursuant to this Agreement shall be  deemed to constitute or to create a presumption by any of the Parties that the Consenting Creditors  are in any way acting in concert or as such a “group.”         10.08. Notwithstanding anything else herein for purposes of this Agreement, Claims of a  Consenting Creditor that are held by such Consenting Creditor in a fiduciary or similar capacity  shall not be bound by or subject to this Agreement.  For the avoidance of doubt, if the Consenting  Creditor is specified on the relevant signature page as a particular group or business within an  entity, “Consenting Creditor” shall mean such group or business and shall not mean the entity or  its Affiliates, or any other desk or business thereof, or any third party funds advised thereby.  In  addition, if a Consenting Creditor is a fund, then this Agreement shall apply only to the fund that  executes the Agreement and not to the Affiliates of such fund, any manager of such fund or any  other person or entity.         10.08.10.09. For the avoidance of doubt, and notwithstanding anything to the contrary in  this Section 10, the restrictions on Transfer set forth in this Section 10 shall not apply to any Excess  Second Lien Claims or any Excess Unsecured Notes Claims.                                          22 





 






   Section 11. Representations  and  Warranties  of  Consenting  Creditors.  Each  Consenting  Creditor severally, and not jointly, represents and warrants that, as of the date such Consenting  Creditor executes and delivers this Agreement:         (a)   it  is  the  beneficial  or  record  owner  of  the  face  amount  of  the  Company  Claims/Interests or is the nominee, investment manager, or advisor for beneficial holders of the  Company Claims/Interests reflected in, and, having made reasonable inquiry, is not the beneficial  or record owner of any Company Claims/Interests other than those reflected in, such Consenting  Creditor’s signature page to this Agreement or a Transfer Agreement, as applicable (as may be  updated pursuant to Section 10);         (b)   such  Company  Claims/Interests  are  free  and  clear  of  any  pledge,  lien,  security  interest,  charge,  claim,  equity,  option,  proxy,  voting  restriction,  right  of  first  refusal,  or  other  limitation on disposition, transfer, or encumbrances of any kind, that would adversely affect in any  way such Consenting Creditor’s ability to perform any of its obligations under this Agreement at  the time such obligations are required to be performed;          (c)   it has the full power to vote and consent to matters concerning all of its Company  Claims/Interests referable to it as contemplated by this Agreement subject to applicable Law; and         (d)   solely with respect to holders of Company Claims/Interests, (i) it is either (A) a  qualified institutional buyer as defined in Rule 144A of the Securities Act, (B) not a U.S. person  (as  defined  in  Regulation  S  of  the  Securities  Act),  or  (C) an institutional  accredited  investor  (as defined in the Rules), and (ii) any securities acquired by the Consenting Creditor in connection  with the Restructuring Transactions will have been acquired for investment and not with a view to  distribution or resale in violation of the Securities Act.   Section 12. Mutual  Representations,  Warranties,  and  Covenants.  Each  of  the  Parties  represents, warrants, and covenants to each other Party, as of the date such Party executed and  delivers this Agreement:         (a)   it  is  validly  existing  and in  good  standing  under  the  Laws  of  the  state  of  its  organization,  and  this  Agreement  is  a  legal,  valid,  and  binding  obligation  of  such  Party,  enforceable  against  it  in  accordance  with  its  terms,  except  as  enforcement  may  be  limited  by  applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating  to enforceability;         (b)   except as expressly provided in this Agreement, the Plan, and the Bankruptcy Code,  no consent or approval is required by any other person or entity in order for it to effectuate the  Restructuring Transactions and Uniti Transactions contemplated by, and perform its respective  obligations under, this Agreement;         (c)   the entry into and performance by it of, and the transactions contemplated by, this  Agreement  do  not,  and  will  not,  conflict  in  any  material  respect  with  any  Law  or  regulation  applicable to it or with any of  its articles of association,  memorandum of association or other  constitutional documents;                                          23 





 






         (d)   except as expressly provided in this Agreement, it has (or will have, at the relevant  time) all requisite corporate or other power and authority to enter into, execute, and deliver this  Agreement and to effectuate the Restructuring Transactions and Uniti Transactions contemplated  by, and perform its respective obligations under, this Agreement; and         (e)   except as expressly provided by this Agreement, it is not party to any restructuring  or similar agreements or arrangements with the other Parties to this Agreement that have not been  disclosed to all Parties to this Agreement.   Section 13. Termination Events.         13.01. Consenting Elliott and First Lien Creditor Termination Events.  This Agreement  may be terminated (a) with respect to the Consenting Creditors that are members of the First Lien  Ad Hoc Group, by the Required Consenting First Lien Creditors, and (b) with respect to Elliott,  by Elliott, in each case, by the delivery to the Company Parties of a written notice in accordance  with  Section 16.10 hereof  upon  the  occurrence of  the  following  events  (such  events,  the  “Consenting Elliott and First Lien Creditor Termination Events”):         (a)   the breach in a material respect by a Company Party or a Uniti Party of any of the  representations, warranties, or covenants of the Company Parties or the Uniti Parties, as applicable,  set forth in this Agreement that remains uncured (to the extent curable) for ten (10) Business Days  after  such  terminating  Consenting  Creditors  transmit  a  written  notice  in  accordance  with  Section 16.10 hereof detailing any such breach;          (b)   any representation or warranty in this Agreement made by any Company Party or  any Uniti Party shall have been untrue in any material respect when made or shall have become  untrue in any material respect, and such breach remains uncured (to the extent curable) for a period  of  ten  (10)  Business  Days  following  such  Debtor’s  receipt  of  notice  in  accordance  with  Section 16.10 hereof detailing any such breach;         (c)   the failure to meet any of the Milestones in Section 4 of this Agreement;         (d)   any Company Party or Uniti Party files, amends or modifies, executes, enters into,  or files a pleading seeking authority to amend or modify, the Definitive Documents in a manner  that is inconsistent with this Agreement, including the consent rights of the Required Consenting  Creditors set forth in Section 3 of this Agreement, or publicly announces its intention to take any  such action;         (e)   any Debtor files, or publicly announces that it will file, or joins in or supports, any  plan of reorganization other than the Plan, or files any motion or application seeking authority to  sell any assets, in each case, without the prior written consent of the Required Consenting Creditors         (f)   the issuance or ruling  by any governmental authority,  including the Bankruptcy  Court, any regulatory authority, or court of competent jurisdiction, of any final, non-appealable  ruling  or  order  that  enjoins  the  consummation  of  a  material  portion  of  the  Restructuring  Transactions or the Uniti Transactions, or the commencement of any action by any governmental  authority or other regulatory authority that could reasonably be expected to enjoin or otherwise  make impractical the substantial consummation of the Restructuring Transactions on the terms and                                         24 





 






   conditions set forth herein and in the Uniti Term Sheet or the Plan; provided, that the Debtors shall  have twenty (20) business days after the issuance of such ruling, order, or action to obtain relief  that would allow consummation of the Restructuring Transactions in a manner that (i) does not  prevent or diminish compliance with the terms of the Plan and this Agreement and (ii) is acceptable  to the Required Consenting Creditors; provided, further, however that this termination right may  not be exercised by any Party that sought or requested such ruling or order in contravention of any  obligation set out in this Agreement;          (g)   any  order  approving  the  Plan  or  the  Disclosure  Statement  is  reversed,  stayed,  dismissed, vacated, or reconsidered without the consent of the Required Consenting Creditors, is  modified  or  amended  in  a  manner  that  is  inconsistent  with  this  Agreement  or  not  reasonably  satisfactory to the Required Consenting Creditors, or a motion for reconsideration, reargument, or  rehearing with respect to such order is granted;         (h)   the  Bankruptcy  Court  enters  an  order  denying  confirmation  of  the  Plan  or  the  Confirmation Order is reversed, stayed, dismissed, vacated, or reconsidered, in each case without  the consent of the Required Consenting Creditors;          (i)   the  entry  of  an  order  by  the  Bankruptcy  Court,  or  the  filing  of  a  motion  or  application  by  any  Company  Party  seeking  an  order  (without the  prior  written  consent  of  the  Required Consenting Creditors), (i) converting one or more of the Chapter 11 Cases of a Company  Party to a case under chapter 7 of the Bankruptcy Code, (ii) appointing an examiner with expanded  powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code or a trustee  in one or more of the Chapter 11 Cases of a Company Party, or (iii) rejecting this Agreement;         (j)   either: (i) any Debtor files a motion, application, or adversary proceeding (or any  Debtor supports any such motion, application, or adversary proceeding filed or commenced by any  Third  Party)  (A)  challenging  the  validity,  enforceability,  perfection,  or  priority  of,  or  seeking  avoidance  or  subordination  of  the  First  Lien Claims  or  the  Second  Lien  Claims,  or  the  liens  securing such Claims, or (B) asserting any other cause of action against and/or with respect to or  relating to such Claims or the prepetition liens securing such Claims; or (ii) the Bankruptcy Court  (or any court with jurisdiction over the Chapter 11 Cases) enters an order providing relief against  the interests of any Consenting Creditor with respect to any of the foregoing causes of action or  proceedings;         (k)   the Company Parties terminate their obligations under and in accordance with this  Agreement;         (l)   the  Uniti  Parties  terminate  their  obligations  under  and  in  accordance  with  this  Agreement;         (m)   the failure of the Consenting Creditors to hold, in the aggregate, at least 66.7% of  the First Lien Claims;         (n)   any board of directors or board of managers, as applicable, of any Debtor exercises  a Fiduciary Out pursuant to and in accordance with Section 13.0203(a) of this Agreement;                                          25 





 






         (o)   (i)  the Bankruptcy  Court  enters  an  order  denying  the  Uniti  9019  Motion  and  (ii) either (A) the Debtors have not timely appealed such denial, (B) an appellate court affirms  such denial and such appellate court decision is not subject to further appeal, or (C) such denial  has not been timely reversed by an appellate court on a final, non-appealable basis;         (p)   the 9019 Motion is granted but reversed on appeal and either (i) such reversal is not  subject to further appeal or (ii) any order reversing the approval of the 9019 Motion is not timely  reversed on further appeal;          (q)   the Bankruptcy Court denies approval of the BCA Approval Motion;          (r)   the Backstop Commitment Agreement terminates pursuant to its terms; or          (s)   the Bankruptcy Court enters an order in the Chapter 11 Cases terminating any of  the Debtors’ exclusive right under section 1121 of the Bankruptcy Code to file a plan or plans of  reorganization.         Notwithstanding anything to the contrary herein, unless and until there is an unstayed order  of  the  Bankruptcy  Court  providing  that  the  giving  of  notice  under  and/or  termination  of  this  Agreement  in  accordance  with  its  terms  is  not  prohibited  by  the  automatic  stay  imposed  by  section 362 of the Bankruptcy Code, the occurrence of any of the Consenting Creditor Termination  Events in this Section 13.01 shall result  in an automatic termination of this Agreement, to the  extent  the  Required  Consenting  Creditors  would  otherwise  have  the  ability  to  terminate  this  Agreement in accordance with Section 13.01, five (5) business days following such occurrence  unless waived (including retroactively) in writing by the Required Consenting Creditors .        The Required Consenting First Lien Lenders or Elliott may terminate this Agreement upon  written notice in accordance with Section 16.10 hereof with respect to the Consenting Midwest  Noteholders in the event that the Consenting Midwest Noteholders fail to hold, in the aggregate,  at least 66.7% of the Midwest Notes Claims (solely  for purposes of the termination provision  herein and for no other purpose, if a Consenting Midwest Noteholder has transferred a Midwest  Notes Claim to a Qualified Marketmaker, such  Qualified Marketmaker shall  be deemed to be  Consenting Midwest Noteholder); provided that such termination may be exercised with respect  to  the  Consenting  Midwest  Noteholders  only  (and  all  Company  Claims/Interests  held  by  the  Consenting  Midwest  Noteholders)  and  all  other  Company  Claims/Interests  (and  the  holders  thereof) shall remain subject to this Agreement        13.02. Consenting  Midwest  Noteholder  Termination  Events.   This Agreement  may  be  terminated with respect to the Consenting Midwest Noteholders that are members of the Ad Hoc  Group of Midwest Noteholders by the Required Consenting Midwest Noteholder by the delivery  to the  Company  Parties  of  a  written  notice  in  accordance  with  Section 16.10 hereof  upon  the  occurrence of  the  following  events  (such  events,  the  “Consenting  Midwest  Noteholder  Termination Events”):         (a)   the breach in any material respect by a Company Party of any of the representations,  warranties, or covenants of the Company Parties set forth in this  Agreement that  (i) adversely                                          26 





 






   affects the Consenting Midwest Noteholders’ treatment3, and (ii)  remains uncured for ten (10)  Business Days after the Required Consenting Midwest Noteholders transmit a written notice in  accordance with Section 16.10 hereof detailing any such breach;         (b)   the breach in any material respect by the Consenting Elliott and First Lien Creditors  of any of the representations, warranties, or covenants of the Consenting Elliott and First Lien  Creditors set  forth  in  this  Agreement  that  (i)  adversely  affects  the  Consenting  Midwest  Noteholders’ treatment, and (ii)  remains uncured for ten (10) Business Days after the Required  Consenting  Midwest  Noteholders  transmit  a  written  notice  in  accordance  with  Section 16.10  hereof detailing any such breach;         (c)   any representation or warranty in this Agreement made by any Company Party or  shall have been untrue in any material respect when made, or shall have become untrue in any  material  respect,  and  such  breach  (i)  adversely  affects  the  Consenting  Midwest  Noteholders’  treatment and (ii) remains uncured (to the extent curable) for a period of ten (10) Business Days  following  such  Company  Party’s  receipt  of  notice  in  accordance  with  Section 16.10 hereof  detailing any such breach;         (d)   any  Company  Party  files,  amends  or  modifies,  executes,  enters  into,  or  files  a  pleading  seeking  authority  to  amend  or  modify,  the  Definitive  Documents  in  a  manner  that  adversely affects the the Consenting Midwest Noteholders’ treatment;         (e)   the failure to meet the Milestone set forth in Section 4.01(h) of this Agreement;         (f)   the  entry  of  an  order  by  the  Bankruptcy  Court,  or  the  filing  of  a  motion  or  application  by  any Company  Party  seeking  an  order  (without the  prior  written  consent  of  the  Consenting Midwest Noteholders, not to be unreasonably withheld), (i) converting one or more of  the Chapter 11 Cases of a material Company Party (including, but not  limited to, Windstream  Holding  of  the  Midwest,  Inc.  and  its  debtor  subsidiaries)  to  a  case  under  chapter  7  of  the  Bankruptcy Code, (ii) appointing an examiner with expanded powers beyond those set forth in  sections 1106(a)(3) and (4) of the Bankruptcy Code or a trustee in one or more of the Chapter 11  Cases of a Company Party, or (iii) rejecting this Agreement; and         (g)   the Company Parties terminate their obligations under and in accordance with this  Agreement.         13.02.13.03. Uniti Parties Termination Events. .  The Uniti Parties may terminate this  Agreement  as  to  the  Uniti  Parties  upon  prior  written  notice  to  all  Parties  in  accordance  with  Section 16.10 hereof upon the occurrence of any of the following events (such events, the “Uniti  Parties Termination Events”):         (a)   the breach in any material respect by a Company Party of any of the representations,  warranties, or covenants of the Company Parties set forth in this  Agreement that  (i) adversely                                                  3  For the avoidance of doubt, each Consenting Midwest Noteholder reserves all rights with respect to any make whole (or    similar) claim associated with the Midwest Notes in the event of (i) termination of the Plan Support Agreement and/or (ii)    modification,  amendment,  supplement or  waiver  of  the  Plan  Support  Agreement  to  the  extent  that  such  modification,    amendment,  supplement  or  waiver  would  adversely  affect  the  economic  treatment  of  the  Midwest  Notes  Claims  as    contemplated herein                                         27 





 






   affects the Company Parties’ or Uniti Parties’ ability to consummate the Uniti Transactions, and  (ii)  remains uncured for ten (10) Business Days after the Uniti Parties transmit a written notice in  accordance with Section 16.10 hereof detailing any such breach;         (b)   the breach in any material respect of any provision set forth in this Agreement by  any Consenting Creditor that (i) remains uncured for a period of ten (10) Business Days after the  receipt by the Consenting Creditors of notice and a description of such breach, (ii) has aan adverse  impact  on  the  Uniti  Parties  and  the  Uniti  Transactions  or  the  consummation  of  the  Uniti  Transactions,  and  (iii) causes  the  non-breaching  Consenting  Creditors to  hold  less  than  66.7%  of the First Lien Claims;          (c)   any representation or warranty in this Agreement made by any Company Party or  shall have been untrue in any material respect when made, or shall have become untrue in any  material respect, and such breach (i) has aan adverse impact on the Uniti Parties and the Uniti  Transactions or the consummation of the Uniti Transactions and (ii) remains uncured (to the extent  curable) for a period of ten (10) Business Days following such Company Party’s receipt of notice  in accordance with Section 16.10 hereof detailing any such breach;         (d)   the failure to meet any Milestone set forth in this Agreement with respect to any of  the Uniti Documents;         (e)   any  Company  Party files,  amends  or  modifies,  executes,  enters into,  or  files  a  pleading seeking authority to amend or modify, any of the Uniti Documents in a manner that is  inconsistent with this Agreement or the Uniti Term Sheet, or publicly announces its intention to  take any such action;         (f)   the issuance or ruling  by any governmental authority,  including the Bankruptcy  Court, any regulatory authority, or court of competent jurisdiction, of any final, non-appealable  ruling or order that enjoins the consummation of a material portion of the Uniti Transactions, or  the commencement of any action by any governmental authority or other regulatory authority that  could  reasonably  be  expected  to  enjoin  or  otherwise  make  impractical  the  substantial  consummation of the Uniti Transactions on the terms and conditions set forth in the Uniti Term  Sheet; provided, that the Debtors shall have ten (10) business days after the issuance of such ruling,  order, or action to obtain relief that would allow consummation of the Uniti Transactions  in a  manner that (i) does not prevent or diminish compliance with the terms of the Uniti Term Sheet  and (ii) is acceptable to the Required Consenting Creditors; provided, further, however that this  termination right may not be exercised by any Party that sought or requested such ruling or order  in contravention of any obligation set out in this Agreement;          (g)   the  entry  of  an  order  by  the  Bankruptcy  Court,  or  the  filing  of  a  motion  or  application by any Company Party seeking an order (without the prior written consent of the Uniti  Parties, not to be unreasonably withheld), (i) converting one or more of the Chapter 11 Cases of a  material  Company Party to  a case under chapter 7 of the Bankruptcy Code, (ii) appointing an  examiner  with  expanded  powers  beyond  those  set  forth  in  sections  1106(a)(3)  and  (4)  of  the  Bankruptcy Code or a trustee in one or more of the Chapter 11 Cases of a Company Party, or  (iii) rejecting this Agreement;                                          28 





 






         (h)   the entry of an order by the Bankruptcy Court granting standing to any third party  to pursue any litigation against a Uniti Party other than to enforce this Agreement or any Definitive  Document or as otherwise permitted under this Agreement;         (i)   (i)  the  Bankruptcy  Court  enters  an  order  denying  the  Uniti  9019  Motion  and  (ii) either (A) the Debtors have not timely appealed such denial, (B) an appellate court affirms the  such denial and such appellate court decision is not subject to further appeal, or (C) such denial  has not been timely reversed by an appellate court on a final, non-appealable basis;         (j)   the 9019 Motion is granted but reversed on appeal and either (i) such reversal is not  subject to further appeal or (ii) any order reversing the approval of the 9019 Motion is not timely  reversed on further appeal; or         (k)   the Company Parties terminate their obligations under and in accordance with this  Agreement.         13.04.13.05. Company Party Termination Events.  Any Company Party may terminate  this Agreement as to all Parties (except as provided below) upon prior written notice to all Parties  in accordance with Section 16.10 hereof upon the occurrence of any of the following events (such  events,  the  “Company  Termination  Events”  and,  together  with  the  Consenting  Creditor  Termination Events, Consenting Midwest Noteholder Termination Events and the Uniti Parties  Termination Events, the “Termination Events”):         (a)   the  breach  in  any  material  respect  by  one  or  more  of  the  Uniti  Parties  of  any  provision set forth in this Agreement that remains uncured for a period of ten (10) Business Days  after the receipt by the Uniti Parties, as applicable, of notice of such breach;          (b)   the breach in any material respect of any provision set forth in this Agreement of  any Consenting Creditor that (i) remains uncured for a period of ten (10) Business Days after the  receipt  by  the  Consenting  Creditors  of  notice  and  a  description  of  such  breach,  (ii) could  reasonably  be  expected  to  have  an  adverse  impact  on  the  Restructuring  Transactions  or  the  consummation of the Restructuring Transactions by Consenting Creditors, and (iii) causes the non- breaching  Consenting  Creditors  to  hold  less  than  66.7%  of the  First  Lien  Claims; provided,  however that in the case of any breach by a Consenting Creditor, the Debtors may terminate this  Agreement solely as to such breaching Consenting Creditor;          (c)   the failure of the Consenting Creditors to hold, in the aggregate, at least 66.7% of  the First Lien Claims;         (d)   the failure of the Consenting Midwest Noteholders to hold, in the aggregate, at least  66.7% of the Midwest Notes Claims (solely for purposes of the termination provision herein and  for no other purpose, if a Consenting Midwest Noteholder has transferred a Midwest Notes Claim  to  a  Qualified  Marketmaker,  such  Qualified  Marketmaker  shall  be  deemed  to  be  Consenting  Midwest  Noteholder); provided that  such  Company  Termination  Event  may  be  exercised  with  respect to the Consenting Midwest Noteholders only (and all Company Claims/Interests held by  the Consenting Midwest Noteholders) and all other Company Claims/Interests (and the holders  thereof) shall remain subject to this Agreement;                                         29 





 






         (d)(e) the board of directors, board of managers, or such similar governing body of any  Company Party determines in good faith, after consulting with outside counsel, (i) that proceeding  with any of the Restructuring Transactions would be inconsistent with the exercise of its fiduciary  duties or its compliance with applicable Law or (ii) in the exercise of its fiduciary duties, to pursue  an Alternative Restructuring Proposal and the continued support of the Restructuring Transactions  is inconsistent with its fiduciary duties or applicable Law (a “Fiduciary Out”);         (e)(f) the issuance by any governmental authority, including any regulatory authority or  court of competent jurisdiction, of any final, non-appealable ruling or order that (i) enjoins the  consummation of a material portion of the Restructuring Transactions or the Uniti Transactions  and (ii) remains in effect for twenty (20) Business Days after such terminating Company Party  transmits a written notice in accordance with Section 16.10 hereof detailing any such issuance;  provided, that this termination right shall not apply to or be exercised by any Company Party that  sought or requested such ruling or order in contravention of any obligation or restriction set out in  this Agreement; or         (f)(g) the Bankruptcy Court enters an order denying confirmation of the Plan.          13.05.13.06. Mutual  Termination.  This  Agreement,  and  the  obligations  of  all  Parties  hereunder, may be terminated by mutual written agreement among all of the following:  (a) the  Required Consenting Creditors; (b) the Required Consenting Midwest Noteholders; (c) each Uniti  Party; and (cd) each Company Party.         13.06.13.07. Automatic  Termination.  This  Agreement  shall  terminate  automatically  without any further required action or notice immediately after the Plan Effective Date.         13.07.13.08. Effect of Termination.  Upon the occurrence of a Termination Date as to a  Party, this Agreement shall be of no further force and effect as to such Party and each Party subject  to such termination shall be released from its commitments, undertakings, and agreements under  or related to this Agreement and shall have the rights and remedies that it would have had, had it  not entered into this Agreement, and shall be entitled to take all actions, whether with respect to  the Restructuring Transactions or otherwise, that it would have been entitled to take had it not  entered into this Agreement, including with respect to any and all Claims or causes of action.  Upon  the  occurrence  of  a  Termination  Date  prior  to  the  Confirmation  Order  being  entered  by  a  Bankruptcy  Court,  any  and  all  consents  or  ballots  tendered  by  the  Parties  subject  to  such  termination before a Termination Date shall be deemed, for all purposes, to be null and void from  the first instance and shall not be considered or otherwise used in any manner by the Parties in  connection with the Restructuring Transactions and this Agreement or otherwise.  Nothing in this  Agreement  shall  be  construed  as  prohibiting  any  Party  from  contesting  whether  any  such  termination  is  in  accordance  with  its  terms  or  to  seek  enforcement  of  any  rights under  this  Agreement that arose or existed before a Termination Date.  Except as expressly provided in this  Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict  (a) any right of any Party or the ability of any Party to protect and reserve its rights (including  rights under this Agreement), remedies, and interests, including its claims against any other Party.   No  purported  termination  of  this  Agreement  shall  be  effective  under  this  Section 13.0608 or  otherwise if the Party seeking to terminate this Agreement is in material breach of this Agreement.   Nothing  in  this  Section 13.0608 shall  restrict  any  Company  Party’s  right  to  terminate  this                                         30 





 






   Agreement in accordance with Section 13.0305(c).  Following the occurrence of a Termination  Date, the following shall survive any such termination: (a) any claim for breach of this Agreement  that occurs prior to such Termination Date, and all rights and remedies with respect to such claims  shall not be prejudiced in any way; (b) the Debtors’ obligations in Section 15 of this Agreement  accrued up to and including such Termination Date; and (c) Sections 1.02, 13.04, 13.06, 14, 16.01,  16.05, 16.06, 16.07, 16.08, 16.09, 16.10, 16.14, and 16.18 hereof.  The automatic stay applicable  under section 362 of the Bankruptcy Code shall not prohibit a Party from taking any action or  delivering any notice necessary to effectuate the termination of this Agreement pursuant to and in  accordance with the terms hereof.   Section 14. Amendments and Waivers.          (a)   Except  as  otherwise  set  forth  in  this Section  14,  this  Agreement  may  not  be  modified, amended, or supplemented, and no condition or requirement of this Agreement may be  waived, in any manner without the prior written consent of each of the Debtors and the Required  Consenting Creditors.           (b)   Notwithstanding  Section  14(a) of  this  Agreement, (i) no  provision  of  any  Uniti  Document or of this Agreement may be modified, amended, or supplemented, and no condition or  requirement of the Uniti Documents or this Agreement may be waived, without the additional prior  written consent of the Uniti Parties to the extent that such modification, amendment, supplement,  or waiver would (ix) be inconsistent with the terms of the Uniti Term Sheet and (iiy) materially  affect the economic treatment of the Uniti Parties contemplated by the Uniti Term Sheet, and (ii)  no provision of this Agreement may be modified, amended, or supplemented, and no condition or  requirement of this Agreement may be waived, without the prior written consent of the Required  Consenting Midwest Noteholders to the extent that such modification, amendment, supplement,  or waiver would adversely affect the treatment of the Consenting Midwest Noteholders.           (c)   Notwithstanding  Section  14(a) of  this  Agreement,  (i) any  waiver,  modification,  amendment, or supplement to this Section 14 shall require the written consent of all of the Parties,  (ii) (x) any modification, amendment, or change to the definition of “Required Consenting First  Lien Creditors” shall require the consent of each member of the First Lien Ad Hoc Group holding  First Lien Claims that was a Consenting Creditor and member of the First Lien Ad Hoc Group as  of the date of such modification, amendment, or change and, (y) any modification, amendment, or  change to the definition of “Uniti Parties” shall require the consent of the Uniti Parties and (z) any  modification,  amendment,  or  change  to  the  definition  of  “Required  Consenting  Midwest  Noteholders”  shall  require the  consent  of  each  member  of  the  Ad  Hoc  Group  of  Midwest  Noteholders holding Midwest Notes Claims that was a Consenting Creditor and member of the Ad  Hoc Group of Midwest Noteholders as of the date of such modification, amendment, or change,  (iii) any change, modification, amendment, or supplement to the Uniti Parties Termination Events  shall  require  the  written  consent  of  the  Uniti  Parties, and  (iv)  any  change,  modification,  or  amendment to this Agreement that affects any Consenting Creditor in a manner that is materially  and adversely disproportionate, on an economic or non-economic basis, to the manner in which  such Consenting Creditor was treated pursuant to the terms of this Agreement immediately prior  to such change, modification, or amendment shall require the written consent of such materially  adversely and disproportionately affected Consenting Creditor.                                         31 





 






         (d)   Any  proposed  modification,  amendment,  waiver  or  supplement  that  does  not  comply with this Section 14 shall be ineffective and void ab initio.         (e)   The waiver by any Party of a breach of any provision of this Agreement shall not  operate or be construed as a further or continuing waiver of such breach or as a waiver of any other  or subsequent breach.  No failure on the part of any Party to exercise, and no delay in exercising,  any right, power or remedy under this Agreement shall operate as a waiver of any such right, power  or remedy or any provision of this Agreement, nor shall any single or partial exercise of such right,  power or remedy  by  such Party preclude any other or further exercise of such right, power or  remedy or the exercise of any other right, power or remedy.  All remedies under this Agreement  are cumulative and are not exclusive of any other remedies provided by Law.         (f)   Any  consent  or  waiver  contemplated  in  this Section  14 may  be  provided  by  electronic mail from counsel to the relevant Party.    Section 15. Fees and Expenses.  During the Agreement Effective Period, the Debtors shall  promptly pay or reimburse when due all reasonable and documented fees and expenses of the  following (regardless of when such fees are or were incurred): (a) Shearman & Sterling LLP, as  counsel to the Ad Hoc Group of Midwest Noteholders; (b) Boies Schiller LLP, as conflicts counsel  to the Ad Hoc Group of Midwest Noteholders; (c) TRS Advisors LLC, as financial advisor to the  Ad Hoc Group of Midwest Noteholders; (d) Ankura Trust Company, LLC, as Trustee under the  Midwest Notes; (e) Kilpatrick Townsend & Stockton LLP, as counsel to the Trustee under the  Midwest Notes; (f) Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel to the First Lien  Ad Hoc Group; (bg) Evercore Group, L.L.C., as financial advisor to the First Lien Ad Hoc Group;  (ch) Ropes & Gray LLP, as counsel to Elliott; (d) (i) all other counsel, including special corporate,  regulatory and REIT counsel, and non-legal consultants or other professionals incurred by Elliott  related to the restructuring prior to the Agreement  Effective Date and (ii) after the Agreement  Effective  Date,  one  special  corporate,  one  regulatory  and  one  REIT  counsel,  and  non-legal  consultants or other professionals incurred by Elliott, solely, except for special corporate counsel  and subject to privilege in all cases, to the extent the First Lien Ad Hoc Group’s advisors and  members  receive  access  to  and  work  product  of  such  counsel  or  consultants  following  the  Agreement Effective Date; (ei) one consultant or regulatory counsel to the First Lien Ad Hoc  Group; and (fj) any applicable filing or other similar fees required to be paid by or on behalf of  any Consenting Creditor in all applicable jurisdictions, in each case subject to entry of the BCA  Approval  Order; provided, however,  that  if  this  Agreement  is  terminated  as  to  all  Consenting  Creditors, the Debtors shall promptly pay all reasonable and documented fees and expenses of  each advisor listed in this Section 15 that have accrued prior to the Termination Date with respect  to all such Consenting Creditors; provided, further, that nothing herein shall alter or modify the  Company’s payment obligations under the Final Order (A) Authorizing  the Debtors to  Obtain  Postpetition Financing, (B) Authorizing the Debtors to Use Cash Collateral, (C) Granting Liens  and Providing Superpriority Administrative Expense Status, (D) Granting Adequate Protection to                                          32 





 






   the  Prepetition  Secured  Parties,  (E)  Modifying  the  Automatic  Stay,  and  (F)  Granting  Related  Relief [Docket No. 376].  ] (“Final DIP Order”).   Section 16. Miscellaneous.         16.01. Acknowledgement.  Notwithstanding any other provision herein, this Agreement is  not and shall not be deemed to be an offer with respect to any securities or solicitation of votes for  the  acceptance  of  a  plan  of  reorganization  for  purposes  of  sections 1125  and  1126  of  the  Bankruptcy Code or otherwise.  Any such offer or solicitation will be made only in compliance  with all applicable securities Laws, provisions of the Bankruptcy Code, and/or other applicable  Law.         16.02. Exhibits  Incorporated  by  Reference;  Conflicts.   Each  of  the  exhibits,  annexes,  signatures pages, and schedules attached hereto is expressly incorporated herein and made a part  of this Agreement, and all references to this Agreement shall include such exhibits, annexes, and  schedules. In the event of any inconsistency between this Agreement (without reference to the  exhibits,  annexes,  and  schedules  hereto)  and  the exhibits,  annexes,  and  schedules  hereto,  this  Agreement (without reference to the exhibits, annexes, and schedules thereto) shall govern.  In the  event of any inconsistencies between the Restructuring Term Sheet and the Uniti Term Sheet with  respect to the Uniti Transactions, the Uniti Term Sheet shall control and govern.         16.03. Further  Assurances.  Subject  to  the  other  terms  of  this  Agreement  during  the  Agreement Effective Period, the Parties agree to execute and deliver such other instruments and  perform such acts, in addition to the matters herein specified, as may be reasonably appropriate or  necessary, or as may be required by order of the Bankruptcy Court, from time to time, to effectuate  the Restructuring Transactions or the Uniti Transactions, as applicable.         16.04. Complete  Agreement.  Except  as  otherwise  explicitly  provided  herein,  this  Agreement constitutes the entire agreement among the Parties with respect to the subject matter  hereof and supersedes all prior agreements, oral or written, among the Parties with respect thereto,  other than any Confidentiality Agreement.          16.05. GOVERNING  LAW;  SUBMISSION  TO  JURISDICTION;  SELECTION  OF  FORUM.   THIS  AGREEMENT  IS  TO  BE  GOVERNED  BY  AND  CONSTRUED  IN  ACCORDANCE  WITH  THE  LAWS  OF  THE  STATE  OF  NEW  YORK  APPLICABLE  TO  CONTRACTS  MADE  AND  TO  BE  PERFORMED  IN  SUCH  STATE,  WITHOUT  GIVING  EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.  Each Party hereto agrees  that it shall bring any action or proceeding in respect of any claim arising out of or related to this  Agreement, to the extent possible, in the Bankruptcy Court, and solely in connection with claims  arising  under  this  Agreement:   (a) irrevocably  submits  to  the  exclusive  jurisdiction  of  the  Bankruptcy Court; (b) waives any objection to laying venue in any such action or proceeding in  the Bankruptcy Court; and (c) waives any objection that the Bankruptcy Court is an inconvenient  forum or does not have jurisdiction over any Party hereto.         16.06. TRIAL  BY  JURY  WAIVER.   EACH  PARTY  HERETO  IRREVOCABLY  WAIVES  ANY  AND  ALL  RIGHT  TO  TRIAL  BY  JURY IN  ANY  LEGAL  PROCEEDING                                          33 





 






   ARISING  OUT  OF  OR  RELATING  TO  THIS  AGREEMENT  OR  THE  TRANSACTIONS  CONTEMPLATED HEREBY.         16.07. Execution of Agreement.  This Agreement may be executed and delivered in any  number of counterparts and by way of electronic signature and delivery, each such counterpart,  when executed and delivered, shall be deemed an original, and all of which together shall constitute  the same agreement.  Except as expressly provided in this Agreement, each individual executing  this  Agreement on behalf of a Party  has  been duly authorized and empowered to execute and  deliver this Agreement on behalf of said Party.  No Party or its advisors shall disclose to any person  or entity (including, for the avoidance of doubt, any other Party) the holdings information of any  Consenting  Creditor  without  such  Consenting  Creditor’s  prior  written  consent; provided,  that  signature pages executed by Consenting Creditors shall be delivered to (a) all Consenting Creditors  in redacted form that removes the details of such Consenting Creditors’ holdings of the Claims  and Interests listed thereon and (b) the Debtors in unredacted form (to be held by the Debtors on a  professionals’ eyes only-basis).  Any public filing of this Agreement, with the Bankruptcy Court  or  otherwise,  which  includes  executed  signature  pages  to  this  Agreement  shall  include  such  signature pages only in redacted form with respect to the holdings of each Consenting Creditor.         16.08. Rules of Construction.  This Agreement is the product of negotiations among the  Company  Parties,  the  Uniti  Parties,  and  the  Consenting  Creditors,  and  in  the  enforcement  or  interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to  interpretation for or against any Party by reason of that Party having drafted or caused to be drafted  this Agreement, or any portion hereof, shall not be effective in regard to the interpretation hereof.   The Company Parties, the Uniti Parties, and the Consenting Creditors were each represented by  counsel during the negotiations and drafting of this Agreement and continue to be represented by  counsel.           16.09. Successors and Assigns; Third Parties.  This Agreement is intended to bind and  inure  to  the  benefit  of  the  Parties  and  their  respective  successors  and  permitted  assigns,  as  applicable.   There  are  no  third  party  beneficiaries  under  this  Agreement,  and  the  rights  or  obligations of any Party under this Agreement may not be assigned, delegated, or transferred to  any other person or entity.          16.10. Notices.  All notices hereunder shall be deemed given if in writing and delivered,  by  electronic  mail,  courier,  or  registered  or  certified  mail  (return  receipt  requested),  to  the  following addresses (or at such other addresses as shall be specified by like notice):         (a)   if to a Company Party, to:               Windstream Holdings, Inc.              4001 Rodney Parham Road              Little Rock, Arkansas              Attn: Kristi M. Moody              Email: Kristi.Moody@windstream.com                                          34 





 






                              with copies to:                Kirkland & Ellis LLP        601 Lexington Avenue        New York, NY 10022        Attn:  Stephen E. Hessler and Marc Kieselstein        Email: shessler@kirkland.com              mkieselstein@kirkland.com         and         Kirkland & Ellis LLP        300 North LaSalle Street        Chicago, IL 60654        Attn: Ross Kwasteniet, Brad Weiland, and John Luze        Email:  rkwasteniet@kirkland.com              brad.weiland@kirkland.com               john.luze@kirkland.com   (b)   if to a Consenting Creditor:         To the address set forth on its signature page hereto or such Consenting Creditor’s        Joinder, as applicable          with copies to each of         Paul, Weiss, Rifkind, Wharton & Garrison LLP        1285 Avenue of the Americas        New York, NY 10019        Attn: Brian S. Hermann and Samuel E. Lovett        Email: bhermann@paulweiss.com               slovett@paulweiss.com        and         Ropes & Gray LLP        1211 Avenue of the Americas        New York, NY 10036        Attn: Keith H. Wofford and Stephen Moeller-Sally        Email: Keith.Wofford@ropesgray.com              ssally@ropesgray.com                and                Shearman & Sterling LLP        599 Lexington Avenue        New York, NY 10022                                   35 





 






               Attn: Joel Moss and Jordan A. Wishnew              Email: joel.moss@shearman.com                    jordan.wishnew@shearman.com                            (c)   if to the Uniti Parties:               Uniti Group Inc.              10802 Executive Center Drive              Benton Bldg., Ste 300              Little Rock, Arkansas 72211              Attn: Daniel Heard              Email: daniel.heard@uniti.com                            with copies to:                            Davis Polk & Wardwell LLP              450 Lexington Avenue              New York, NY 10017              Attn: Eli Vonnegut and Jacob Weiner              Email: eli.vonnegut@davispolk.com                    jacob.weiner@davispolk.com                Any notice given by delivery, mail, or courier shall be effective when received.         16.11. Independent  Due  Diligence  and  Decision  Making.   Each  Consenting  Creditor  hereby confirms that its decision to execute this Agreement has been based upon its independent  investigation of the operations, businesses, financial and other conditions, and prospects of the  Company Parties.         16.12. Enforceability of Agreement.  Each of the Parties to the extent enforceable waives  any right to assert that the exercise of termination rights under this Agreement is subject to the  automatic stay provisions of the Bankruptcy Code, and expressly stipulates and consents hereunder  to  the  prospective  modification  of  the  automatic  stay  provisions  of  the  Bankruptcy  Code  for  purposes of exercising termination rights under this Agreement, to the extent the Bankruptcy Court  determines that such relief is required.         16.13. Waiver.   If  the  Restructuring  Transactions  or  the  Uniti  Transactions  are  not  consummated, or if this Agreement is terminated for any reason, the Parties fully reserve any and  all of their rights.  Pursuant to Federal Rule of Evidence 408 and any other applicable rules of  evidence, this Agreement and all negotiations relating hereto shall not be admissible into evidence  in any proceeding other than a proceeding to enforce its terms or the payment of damages to which  a Party may be entitled under this Agreement.         16.14. Specific  Performance.   It  is  understood  and  agreed  by  the  Parties  that  money  damages would be an insufficient remedy for any breach of this Agreement by any Party, and each  non-breaching Party shall  be entitled to  specific performance and  injunctive or other equitable  relief (without the posting of any bond and without proof of actual damages) as a remedy of any                                         36 





 






   such breach, including an order of the Bankruptcy Court or other court of competent jurisdiction  requiring any Party to comply promptly with any of its obligations hereunder.  Notwithstanding  anything to the contrary in this Agreement, none of the Parties will be liable for, and none of the  Parties shall claim or seek to recover, any punitive, special, indirect or consequential damages or  damages for lost profits.         16.15. Several,  Not  Joint, Claims.   Except  where  otherwise  specified,  the  agreements,  representations, warranties, and obligations of the Parties under this Agreement are, in all respects,  several and not joint.         16.16. Severability and Construction.  If any provision of this Agreement shall be held by  a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions  shall remain in full force and effect if essential terms and conditions of this Agreement for each  Party remain valid, binding, and enforceable.         16.17. Remedies  Cumulative.   All  rights,  powers,  and  remedies  provided  under  this  Agreement or otherwise available in respect hereof at Law or in equity shall be cumulative and  not  alternative, and the exercise of any right, power, or remedy thereof by any Party shall  not  preclude the simultaneous or later exercise of any other such right, power, or remedy by such Party.         16.18. Capacities of Consenting Creditors.  Each Consenting Creditor has entered into this  agreement  on  account  of  all  Company  Claims/Interests  that  it  holds  (directly  or  through  discretionary accounts that it manages or advises) and, except where otherwise specified in this  Agreement, shall take or refrain from taking all actions that it is obligated to take or refrain from  taking under this Agreement with respect to all such Company Claims/Interests.           16.19. Email  Consents.  Where  a  written  consent,  acceptance,  approval,  or  waiver  is  required pursuant to or contemplated by this Agreement, pursuant to Section 3.023.02, Section  14Section 14, or otherwise, including a written approval by the Company Parties, the Uniti Parties,  the Required Consenting Creditors or the Required Consenting CreditorsMidwest Noteholders,  such written consent, acceptance, approval, or waiver shall  be deemed to  have occurred if,  by  agreement  between  counsel  to  the  Parties  submitting  and  receiving  such  consent,  acceptance,  approval,  or  waiver,  it  is  conveyed  in  writing  (including  electronic  mail)  between  each  such  counsel without representations or warranties of any kind on behalf of such counsel.                IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on  the day and year first above written.                                          37 





 






                [Signature pages omitted.]                  





 






                EXHIBIT A-1   Obligor Debtors            





 






   Windstream Services, LLC   Allworx Corp.    ARC Networks, Inc.    ATX Communications, Inc.    ATX Telecommunications Services of Virginia, LLC    BOB, LLC    Boston Retail Partners LLC    BridgeCom Holdings, Inc.    BridgeCom Solutions Group, Inc.    Broadview Networks of Massachusetts, Inc.    Broadview Networks of Virginia, Inc.    Buffalo Valley Management Services, Inc.    Business Telecom of Virginia, Inc.   BV-BC Acquisition Corporation   Cavalier IP TV, LLC    Cavalier Services, LLC    Cavalier Telephone, L.L.C.    CCL Historical, Inc.    Choice One Communications of Connecticut Inc.    Choice One Communications of Maine Inc.    Choice One Communications of Massachusetts Inc.    Choice One Communications of Ohio Inc.    Choice One Communications of Rhode Island Inc.    Choice One Communications of Vermont Inc.    Choice One of New Hampshire, Inc.    Cinergy Communications Company of Virginia, LLC    Conestoga Enterprises, Inc.   Conestoga Management Services, Inc.    Connecticut Broadband, LLC    Connecticut Telephone & Communication Systems, Inc.    Conversent Communications Long Distance, LLC    Conversent Communications of Connecticut, LLC    Conversent Communications of Maine, LLC    Conversent Communications of Massachusetts, Inc.    Conversent Communications of New Hampshire, LLC                                             





 






   Conversent Communications of Rhode Island, LLC    Conversent Communications of Vermont, LLC    CoreComm-ATX, Inc.    CoreComm Communications, LLC    CTC Communications of Virginia, Inc.    D&E Communications, LLC    D&E Management Services, Inc.    D&E Networks, Inc.   Equity Leasing, Inc.    Eureka Broadband Corporation    Eureka Holdings, LLC    Eureka Networks, LLC    Eureka Telecom of VA, Inc.    Heart of the Lakes Cable Systems, Inc.   Info-Highway International, Inc.    InfoHighway Communications Corporation    InfoHighway of Virginia, Inc.    Iowa Telecom Data Services, L.C.   Iowa Telecom Technologies, LLC    IWA Services, LLC    KDL Holdings, LLC    McLeodUSA Information Services LLC    McLeodUSA Purchasing, LLC    MPX, Inc.    Norlight Telecommunications of Virginia, LLC    Oklahoma Windstream, LLC    Open Support Systems, LLC     PaeTec Communications of Virginia, LLC    PAETEC Holding, LLC    PAETEC iTEL, L.L.C.    PAETEC Realty LLC    PAETEC, LLC    PCS Licenses, Inc.    Progress Place Realty Holding Company, LLC    RevChain Solutions, LLC                                             





 






   SM Holdings, LLC    Southwest Enhanced Network Services, LLC    Talk America of Virginia, LLC    Teleview, LLC    Texas Windstream, LLC    US LEC of Alabama LLC    US LEC of Florida LLC    US LEC of South Carolina LLC    US LEC of Tennessee LLC    US LEC of Virginia LLC    US Xchange Inc.    US Xchange of Illinois, L.L.C.    US Xchange of Michigan, L.L.C.    US Xchange of Wisconsin, L.L.C.     Valor Telecommunications of Texas, LLC    WIN Sales & Leasing, Inc.    Windstream Alabama, LLC    Windstream Arkansas, LLC    Windstream Business Holdings, LLC    Windstream BV Holdings, LLC   Windstream Cavalier, LLC    Windstream Communications Kerrville, LLC    Windstream Communications Telecom, LLC    Windstream CTC Internet Services, Inc.    Windstream Direct, LLC    Windstream Eagle Holdings LLC    Windstream Eagle Services, LLC    Windstream EN-TEL, LLC    Windstream Finance Corp    Windstream Holding of the Midwest, Inc.    Windstream Iowa Communications, LLC    Windstream Iowa-Comm, LLC    Windstream KDL-VA, LLC    Windstream Kerrville Long Distance, LLC    Windstream Lakedale Link, Inc.                                            





 






   Windstream Lakedale, Inc.   Windstream Leasing, LLC    Windstream Lexcom Entertainment, LLC    Windstream Lexcom Long Distance, LLC    Windstream Lexcom Wireless, LLC   Windstream Montezuma, LLC    Windstream Network Services of the Midwest, Inc.   Windstream NorthStar, LLC    Windstream NuVox Arkansas, LLC    Windstream NuVox Illinois, LLC    Windstream NuVox Indiana, LLC    Windstream NuVox Kansas, LLC    Windstream NuVox Oklahoma, LLC    Windstream Oklahoma, LLC    Windstream SHAL Networks, Inc.    Windstream SHAL, LLC    Windstream Shared Services, LLC    Windstream South Carolina, LLC    Windstream Southwest Long Distance, LLC    Windstream Sugar Land, LLC    Windstream Supply, LLC   Xeta Technologies, Inc.                                               





 






                                   EXHIBIT A-2                                Non-Obligor Debtors   Windstream Holdings, Inc.  American Telephone Company, LLC  A.R.C. Networks, Inc.  ATX Licensing, Inc.   Birmingham Data Link, LLC  BridgeCom International, Inc.   Broadview Networks, Inc.   Broadview NP Acquisition Corp.   Business Telecom, LLC  Cavalier Telephone Mid-Atlantic, L.L.C.   Choice One Communications of New York Inc.   Choice One Communications of Pennsylvania Inc.   Choice One Communications Resale L.L.C.   Conestoga Wireless Company  Conversent Communications of New Jersey, LLC  Conversent Communications of New York, LLC   Conversent Communications of Pennsylvania, LLC  Conversent Communications Resale L.L.C.   CTC Communications Corporation  D&E Wireless, Inc.  Deltacom, LLC  Earthlink Business, LLC  Earthlink Carrier, LLC   Eureka Telecom, Inc.   Georgia Windstream, LLC  Infocore, Inc.   Intellifiber Networks, LLC  LDMI Telecommunications, LLC   Lightship Telecom, LLC   MASSCOMM, LLC                                            





 






   McLeodUSA Telecommunications Services, L.L.C.   Nashville Data Link, LLC  Network Telephone, LLC  PaeTec Communications, LLC   Talk America, LLC  The Other Phone Company, LLC  TriNet, LLC  TruCom Corporation   US LEC Communications LLC  US LEC of Georgia LLC  US LEC of Maryland LLC  US LEC of North Carolina LLC  US LEC of Pennsylvania LLC  US Xchange of Indiana, L.L.C.   WaveTel NC License Corporation  Windstream Accucomm Networks, LLC  Windstream Accucomm Telecommunications, LLC  Windstream Buffalo Valley, Inc.   Windstream Communications, LLC  Windstream Concord Telephone, LLC  Windstream Conestoga, Inc.  Windstream D&E Systems, LLC  Windstream D&E, Inc.  Windstream Florida, LLC  Windstream Georgia Communications, LLC  Windstream Georgia Telephone, LLC   Windstream Georgia, LLC  Windstream IT-Comm, LLC  Windstream Kentucky East, LLC  Windstream Kentucky West, LLC  Windstream Lexcom Communications, LLC  Windstream Mississippi, LLC  Windstream Missouri, LLC                                           





 






   Windstream Nebraska, Inc.  Windstream New York, Inc.  Windstream Norlight, LLC  Windstream North Carolina, LLC  Windstream NTI, LLC  Windstream NuVox Missouri, LLC  Windstream NuVox Ohio, LLC  Windstream NuVox, LLC  Windstream of the Midwest, Inc.  Windstream Ohio, LLC  Windstream Pennsylvania, LLC  Windstream Standard, LLC  Windstream Systems of the Midwest, Inc.  Windstream Western Reserve, LLC                                            





 






                                    EXHIBIT B                                                                            Uniti Parties   ANS Connect LLC  Contact Network, LLC  CSL Alabama System, LLC  CSL Arkansas System, LLC  CSL Capital, LLC  CSL Florida System, LLC  CSL Georgia Realty, LLC  CSL Georgia System, LLC  CSL Iowa System, LLC  CSL Kentucky System, LLC  CSL Mississippi System, LLC  CSL Missouri System, LLC  CSL National GP, LLC  CSL National, LP  CSL New Mexico System, LLC  CSL North Carolina Realty GP, LLC  CSL North Carolina Realty, LP  CSL North Carolina System, LP  CSL Ohio System, LLC  CSL Oklahoma System, LLC  CSL Realty, LLC  CSL Tennessee Realty Partner, LLC  CSL Tennessee Realty, LLC  CSL Texas System, LLC  Hunt Brothers of Louisiana, LLC  Hunt Telecommunications, LLC  Information Transport Solutions  InLine Services, LLC  Integrated Data Systems, LLC  Nexus Systems, Inc.                                           





 






   Nexus Wireless, LLC  PEG Bandwidth DC, LLC  PEG Bandwidth DE, LLC  PEG Bandwidth LA, LLC  PEG Bandwidth MA, LLC  PEG Bandwidth MD, LLC  PEG Bandwidth MS, LLC  PEG Bandwidth NJ, LLC  PEG Bandwidth NY Telephone Corp.  PEG Bandwidth PA, LLC  PEG Bandwidth Services, LLC  PEG Bandwidth TX, LLC  PEG Bandwidth VA, LLC  Southern Light, LLC  Talk America Services, LLC  Uniti Completed Towers LLC  Uniti Dark Fiber LLC  Uniti Fiber Holdings Inc.  Uniti Fiber LLC  Uniti Group Finance 2019 Inc.  Uniti Group Finance Inc.  Uniti Group LP  Uniti Group LP LLC  Uniti Holdings GP LLC  Uniti Holdings LP  Uniti LATAM GP LLC  Uniti LATAM LP  Uniti Leasing LLC  Uniti Leasing MW LLC  Uniti Leasing X LLC  Uniti Leasing XI LLC  Uniti Leasing XII LLC  Uniti QRS Holdings GP LLC                                           





 






   Uniti QRS Holdings LP  Uniti Towers LLC  Uniti Towers NMS Holdings LLC  Uniti Wireless Holdings LLC                                            





 






                      EXHIBIT C                Restructuring Term Sheet                





 






                                                               Execution Version    THIS  CHAPTER  11  PLAN  TERM  SHEET  IS  NOT  AN  OFFER  WITH  RESPECT  TO  ANY   SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN   THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE.  ANY SUCH OFFER OR   SOLICITATION  WILL  COMPLY  WITH  ALL  APPLICABLE  SECURITIES  LAWS  AND/OR   PROVISIONS OF THE BANKRUPTCY CODE.  NOTHING CONTAINED IN THIS CHAPTER   11 PLAN TERM SHEET SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL   THE OCCURRENCE OF THE EFFECTIVE DATE OF THE PLAN SUPPORT AGREEMENT ON   THE TERMS DESCRIBED HEREIN AND IN THE PLAN SUPPORT AGREEMENT, DEEMED   BINDING ON ANY OF THE PARTIES HERETO.                               CHAPTER 11 PLAN TERM SHEET                                   INTRODUCTION    This  Chapter  11  Plan  Term  Sheet  (this  “Plan  Term  Sheet”)1 describes  the  financial  restructuring  of   Windstream Holdings, Inc. (and, together with its debtor subsidiaries, the “Debtors”).  This Plan Term   Sheet is being agreed to in connection with the Debtors’ and the Consenting Creditors’ entry into that certain   Plan Support Agreement, dated as of March 2, 2020 (as may be further amended, supplemented or modified   pursuant to the terms thereof, the Plan Support Agreement”),2 to which this Plan Term Sheet is attached   as Exhibit A.  Pursuant to the Plan Support Agreement, the Debtors and the Consenting Creditors have   agreed to support the transactions contemplated therein and herein.    This Plan Term Sheet does not include a description of all of the terms, conditions, and other provisions   that are to be contained in the Definitive Documents, which remain subject to negotiation and completion   in accordance with the Plan Support Agreement and applicable law.  The Definitive Documents will not   contain  any  terms  or  conditions  that  are  inconsistent  with  this  Plan  Term  Sheet  or  the  Plan  Support   Agreement.  This Plan Term Sheet incorporates the rules of construction as set forth in section 102 of the   Bankruptcy Code.                GENERAL PROVISIONS REGARDING THE RESTRUCTURING   Chapter 11 Plan      (a) On  the  Plan  Effective  Date,  or  as  soon  as  is  reasonably  practicable                          thereafter, each holder of an Allowed Claim or Interest, as applicable, shall                          receive under the Plan the treatment described in this Plan Term Sheet in                          full  and  final  satisfaction,  settlement,  release,  and  discharge  of  and  in                          exchange for such holder’s Allowed Claim or Interest, except to the extent                          different  treatment  is  agreed  to  by  (a) the  Reorganized  Debtors,  (b) the                          Required  Consenting  Creditors,  (c) the  Requisite  Backstop  Parties,  and                          (d) the holder of such Allowed Claim or Interest, as applicable.                         (b) For the avoidance of doubt, any action required to be taken by the Debtors                          on the Plan Effective Date pursuant to this Plan Term Sheet may be taken                          on the Plan Effective Date or as soon as is reasonably practicable thereafter.                                                     1  This Plan Term Sheet reflects a settlement with respect to valuation solely for purposes of the Plan contemplated      by this Plan Term Sheet.  Nothing herein shall be construed or interpreted as a stipulation as to the value of the      Debtors’ assets, enterprise value, or the collateral securing the First Lien Claims or Second Lien Claims.   2  Capitalized terms used but not defined in this Plan Term Sheet have the meanings given to such terms in the Plan      Support Agreement.   





 






                 GENERAL PROVISIONS REGARDING THE RESTRUCTURING   New Exit Facility       Prior to the Plan Effective Date, the Debtors will secure commitments to                          fund a new money senior secured credit facility in an aggregate amount up                          to  $3,250  million  (the  “New  Exit  Facility”),  which  will  include  the                          following facilities:                               a revolving credit facility in an aggregate target principal amount of                                $750 million, which will be undrawn on the Plan Effective Date and                                may  include  (a)  a  letter  of  credit  sub-facility  up  to  an  aggregate                                principal amount of $350 million to support obligations related to                                funding  received  from  state  and  federal  broadband  subsidy                                programs and (b) an additional letter of credit sub-facility up to an                                aggregate principal amount of $50 million; and                               a term loan facility in an aggregate principal amount up to $2,500                                million (collectively, the “New Exit Facility Term Loan”), which                                will be funded or distributed, as applicable, on the Plan Effective                                Date  and  (a)  will  include  $2,0150  million  in  term  loans  (the                                “Required Exit Facility Term Loans”), (b) willwhich Required                                Exit Facility Term Loans shall include no less than $100 million in                                term loans (the “Midwest Notes Exit Facility Term Loans”) that                                will  be  distributed  to  holders  of  Midwest  Notes  Claims  in                                accordance with this Plan Term Sheet,  (the “Midwest Notes Exit                                Facility Term Loans”) and (cb) may include up to $350 million in                                principal  of additional term loans (the “Flex Exit  Facility Term                                Loans”)  at  the  election  of  the  Requisite  Backstop  Parties,  in                                consultation with the Debtors, so long as market conditions allow                                and the total cost of the Flex Exit Facility Term Loans is less than                                an amount agreed to in writing (which may include agreement by                                email of counsel to each of the parties) between the Debtors and the                                Requisite Backstop Parties.                            The interest rate, maturity date, and other terms of the New Exit Facility will                          be consistent with this Plan Term Sheet and otherwise reasonably acceptable                          to  the  Debtors,  the  Required  Consenting  Creditors,  and  the Requisite                          Backstop Parties.  If the Flex Exit Facility Term Loans are funded on the                          Plan  Effective  Date,  then,  on  the  Plan  Effective  Date,  the  net  proceeds                          thereof (the “Distributable Flex Proceeds”) will be distributed to holders                          of Allowed First Lien Claims in accordance with this Plan Term Sheet.                          The Required Exit Facility Term Loans may(other than the Midwest Notes                          Exit Facility Term Loans) may be reduced to an amount less than $2,050                          million (the “Required Exit Facility Term Loans Target”) at the election                          of  (a)  at  least  two  members  of  the  First  Lien  Ad  Hoc  Group  holding  a                          majority  of  the  aggregate  amount  of  commitments  under  the  Backstop                          Commitment Agreement (defined below) held by all members of the First                          Lien Ad Hoc Group and (b) Elliott (collectively, the “Requisite Backstop                          Parties”).  To the  extent  the  amount  of  the  Required  Exit Facility  Term                          Loans funded on the Plan Effective Date is lower than the Required Exit                          Facility Term Loans Target, the Debtors will distribute new term loans (the                          “First  Lien  Replacement  Term  Loans”)  in  an  amount equal  to  the                                          2 





 






               GENERAL PROVISIONS REGARDING THE RESTRUCTURING                         difference between the Required Exit Facility Term Loans Target and the                         amount of Required Exit Facility Term Loans actually funded on the Plan                         Effective  Date  to  holders  of  First  Lien  Claims  in  lieu  of  the  cash                         distributions  set  forth  in  this Plan  Term  Sheet  that  were  otherwise                         attributable to such difference; provided that the aggregate amount of the                         First Lien Replacement Term Loans will not exceed an amount to be agreed                         by the Requisite Backstop Parties and set forth in the Plan Supplement.  The                         First Lien Replacement Term Loans, as applicable, will rank pari passu with                         and will be secured on substantially the same terms as the New Exit Facility                         Term Loan and have the same terms as the New Exit Facility Term Loan or                         such  other  terms  as  agreed by  the  Requisite  Backstop  Parties  and  the                         Debtors.                         On  the  Plan  Effective  Date,  the  net  cash  proceeds  of  the  Required  Exit                         Facility Term Loans (and all other cash on hand held by the Debtors as of                         the Plan Effective Date) will be:                              first,  used  to  pay  in  full  in  cash  Allowed  DIP  Claims,  Allowed                               Administrative  Claims,  Allowed  Priority  Tax  Claims,  Allowed                               Other  Secured  Claims,  Allowed  Other  Priority  Claims,  and                               executory contract and unexpired  lease cure claims as and to the                               extent that such Claims are required to be paid in cash under the                               Plan;                              second, used to fund a reserve sufficient to satisfy Allowed General                               Unsecured Claims against any Non-Obligor Debtor;3                              third, used to fund a reserve sufficient to satisfy any required cash                               distributions  to  holders  of Allowed  Second  Lien  Claims  and                               Allowed General Unsecured Claims against any Obligor Debtor4 as                               set forth in this Plan Term Sheet;                               fourth,  used,  to  the  extent  necessary,  to  fund  a  minimum  cash                               balance for the Reorganized Debtors in an aggregate amount equal                               to  $75 million  plus any  amounts  received  on  account  of  GCI  (as                               defined  in  the  Uniti  Term  Sheet)  reimbursements  and  Cash                               Payments  (as  defined  in  the  Uniti  Term  Sheet)  received  by  the                               Debtors on or before the Plan Effective Date (the “Minimum Cash                               Balance”); and                              fifth, distributed  to  holders  of  Allowed  First  Lien  Claims  in                               accordance with this Plan Term Sheet (such distributed proceeds,                               the “Distributable Exit Facility Proceeds”).                           If any Backstop Party elects to fund the New Exit Facility (in whole or in                         part), Elliott and any Consenting Creditor that is a member of the First Lien                         Ad Hoc Group will each have the right to participate in such financing on                                                   3  “Non-Obligor Debtor” means any Debtor listed on Exhibit A-2 to the Plan Support Agreement.  4  “Obligor Debtor” means any Debtor listed on Exhibit A-1 to the Plan Support Agreement                                         3 





 






                 GENERAL PROVISIONS REGARDING THE RESTRUCTURING                          the same terms as each other Backstop Party that participates in the New                          Exit Facility.   New Common Stock Rights On the Plan Effective Date, the Debtors will consummate a $750 million  Offering                common equity rights offering (the “Rights Offering”) pursuant to which                          holders  of  Allowed  First  Lien Secured Claims  will  be  distributed                          subscription  rights  (the  “Subscription  Rights”)  to  purchase  the  New                          Common Stock in accordance with this Plan Term Sheet at a 37.5% discount                          to  a  stipulated  equity  value  equal  to  $1,250  million  (the  “Plan  Equity                          Value”).  Both the amount of the Rights Offering and the Plan Equity Value                          are  subject  to  a  proportionate  downward  adjustment  (the “Flex                          Adjustment”) in the event that the Flex Exit Facility Term Loans are funded                          on the Plan Effective Date in a manner that preserves the 37.5% discount to                          Plan  Equity  Value,  as  will  be  set  forth  in  the  Backstop  Commitment                          Agreement,  such  that  if  the  aggregate  principal  amount  of  the  Flex  Exit                          Facility Terms Loans is $350 million the Plan Equity Value will equal $900                          million and the Rights Offering amount will equal $540 million.                          Elliott and the members of the First Lien Ad Hoc Group (the “Backstop                          Parties”)  will  backstop  the  Rights  Offering.   Within 10  days  of  the                          Agreement Effective Date, the Debtors and the Backstop Parties will enter                          into a backstop commitment agreement (including all schedules and exhibits                          thereto, the “Backstop Commitment Agreement”) that will provide for,                          among other things, a backstop commitment premium equal to 8% of the                          $750  million  committed  amount  (the “Backstop  Premium”)  payable  in                          New Common Stock (calculated to reflect a 37.5% discount to Plan Equity                          Value) to the Backstop Parties on the Plan Effective Date (or, as set forth in                          the Backstop Commitment Agreement, in cash if the Plan Effective Date                          does not occur) and shall not be subject to any reduction on account of the                          Flex Adjustment.  Elliott will provide 52.5% of the backstop commitments                          under the Backstop Commitment Agreement and the members of the First                          Lien Ad Hoc Group (on a pro rata basis) will provide 47.5% of the backstop                          commitments under the Backstop Commitment Agreement.                          Without  limiting  the  obligations  of  the  Backstop  Parties  to  fund  the  full                          amount of the Rights Offering, the Backstop Parties will have the option to                          purchase up to $375 million of the New Common Stock issued pursuant to                          the Rights Offering (the “Backstop Priority Tranche”), on a pro rata basis                          based  on  their  backstop  commitments.   Notwithstanding  the  foregoing                          sentence, holders of First Lien Claims that were not held by Backstop Parties                          as  of  March  2, 2020  who  sign  the  Plan  Support  Agreement  and  become                          Consenting Creditors by no later than 5:00 p.m. Prevailing Eastern Time on                          March 13, 2020 (collectively, such holders, the “Priority Non-Backstop                          Parties”), shall be eligible to participate pro rata (based on their percentage                          holdings of all First Lien Claims) in the Backstop Priority Tranche on a “first                          come,  first  served”  basis  for  up  to  $430  million  of  aggregate  principal                          amount  of  such  First  Lien  Claims  (as  the  same  may  be  increased  in                          accordance with the next sentence, the “Priority Non-Backstop Cap”) held                          by such holders (i.e., the Priority Non-Backstop Parties shall collectively be                          eligible to participate in up to $51 million of the Backstop Priority Tranche);                                          4 





 






                 GENERAL PROVISIONS REGARDING THE RESTRUCTURING                          provided, that no single Priority Non-Backstop Party, together with any of                          its  affiliates  or  managed  funds,  may  participate  on  account  of  more  than                          $141  million  in  aggregate  principal  amount  of  First  Lien  Claims  for                          purposes of determining its pro rata share of the Backstop Priority Tranche.                           The Requisite Backstop Parties, in their sole discretion and in consultation                          with the Debtors, may elect to increase the size of the Priority Non-Backstop                          Cap to permit additional holders of First Lien Claims that submit a signature                          to the Plan Support Agreement to become Priority Non-Backstop Parties                          eligible to participate in the Backstop Priority Tranche pro rata (based on                          their percentage holdings of all First Lien Claims).  Holders of First Lien                          Claims that submit signature pages after the Priority Non-Backstop Cap has                          been satisfied will have such signatures returned and will not be bound by                          the Plan Support Agreement.  Any rights not exercised by the Priority Non-                         Backstop Parties in the Backstop Priority Tranche shall be made available                          for  the  Backstop  Parties  to  purchase  on  a  pro  rata  basis  based  on  their                          backstop commitments.  Any rights not exercised by the Backstop Parties                          in the Backstop Priority Tranche shall be available for distribution to holders                          of  First  Lien  Claims  as  set  forth  in  this  Plan  Term  Sheet.   The                          “Distributable Subscription Rights” shall mean the difference between (a)                          $750  million  or,  if  the  Flex  Exit  Facility  Term  Loans  are  funded  on  the                          Effective  Date,  the  adjusted  amount  of  the  Rights  Offering  and  (b)  the                          amount of the Backstop Priority Tranche subscribed by the Backstop Parties                          and the Priority Non-Backstop Parties.                          The New Common Stock issued to the Backstop Parties, the Priority Non-                         Backstop  Parties  and  other  holders  of  Allowed  First  Lien  Claims  in                          connection with the Rights Offering will be subject to dilution on account                          of the Backstop Premium and the Management Incentive Plan (as defined                          below).  The issuance of the Subscription Rights will be exempt from SEC                          registration under applicable law.     New Common Stock        On the Plan Effective Date, Reorganized Windstream shall issue a single                          class of common equity interests (the “New Common Stock”).  The New                          Common Stock will be distributed to holders of Allowed First Lien Claims                          in accordance with this Plan Term Sheet and issued in connection with the                          Rights Offering and the Backstop Premium.   Cash on Hand            Cash distributions in accordance with this Plan Term Sheet shall be made                          from cash on hand as of the Plan Effective Date, including proceeds from                          the New Exit Facility Term Loan and the Rights Offering.   Definitive Documents    Any  documents  contemplated  by  this  Plan  Term  Sheet,  including  any                          Definitive  Documents,  that  remain  the  subject  of  negotiation  as  of  the                          Agreement Effective Date shall be subject to the rights and obligations set                          forth in Section 3 of the Plan Support Agreement.  Failure to reference such                          rights and obligations as it relates to any document referenced in this Plan                          Term Sheet shall not impair such rights and obligations.   Tax Matters             The  Parties will  work  together  in  good  faith  and  will  use  commercially                                          5 





 






                 GENERAL PROVISIONS REGARDING THE RESTRUCTURING                          reasonable  efforts  to  structure  and  implement  the  Restructuring                          Transactions in a tax-efficient and cost-effective manner for the Debtors and                          to preserve the real estate investment trust structure of Uniti Group, Inc.;                          provided, that such structure shall be reasonably acceptable to the Debtors,                          the Required Consenting Creditors and the Requisite Backstop Parties.   Vesting of Debtors’     The  property  of  each  Debtor’s  estate  shall  vest  in  each respective  Property                Reorganized  Debtor  on  and  after  the  Plan  Effective  Date  free  and  clear                          (except  as  provided  in  the  Plan)  of  liens,  claims,  charges,  and  other                          encumbrances.         TREATMENT OF CLAIMS AND INTERESTS OF THE DEBTORS UNDER THE PLAN                                                                      Impairment /  Class No.   Type of Claim                Treatment                                                                        Voting                             Unclassified Non-Voting Claims                            On  the  Plan  Effective  Date,  each  holder  of  an    N/A        DIP Claims   Allowed DIP Claim shall receive payment in full in N/A                            cash.              Administrative On  the Plan Effective  Date, each  holder  of  an    N/A         Claims      Allowed  Administrative  Claim  shall  receive N/A                            payment in full in cash.                            On  the Plan Effective  Date,  each  holder  of  an              Priority Tax  Allowed Priority Tax Claim shall receive treatment                                                                         N/A    N/A         Claims      in a manner consistent with section 1129(a)(9)(C)                            of the Bankruptcy Code.                        Classified Claims and Interests of the Debtors                            On  the Plan Effective  Date,  each holder of  an                            Allowed Other Secured Claim shall receive, at the                            Debtors’ option, in consultation with the Required                            Consenting  Creditors  and  the Requisite Backstop             Other Secured  Parties:   (a)  payment  in  full  in  cash;  (b) the Unimpaired /   Class 1      Claims      collateral  securing  its  Allowed  Other  Secured Deemed to                            Claim; (c) Reinstatement  of  its  Allowed  Other Accept                            Secured  Claim;  or  (d)  such  other  treatment                            rendering  its  Allowed  Other  Secured  Claim                            unimpaired in accordance with section 1124 of the                            Bankruptcy Code.              Other Priority Each  holder  of  an  Allowed  Other  Priority  Claim Unimpaired /   Class 2      Claims      shall receive treatment in a manner consistent with Deemed to                            section 1129(a)(9) of the Bankruptcy Code.  Accept                                           6 





 






        TREATMENT OF CLAIMS AND INTERESTS OF THE DEBTORS UNDER THE PLAN                                                                      Impairment /  Class No.   Type of Claim                Treatment                                                                        Voting                            On  the Plan Effective  Date,  each  holder  of  an Impaired /                            Allowed First Lien Claim shall receive its pro rata Entitled to Vote                            share  of:  (a) 100%  of  the  New  Common  Stock,                            subject  to  dilution  on  account  of  the  Rights                            Offering,  the  Backstop  Premium,  and  the                            Management Incentive Plan; (b) cash in an amount            First Lien Claims equal  to  the  sum  of  (i)  the  Distributable  Exit   Class 3                  Facility  Proceeds,  (ii)  the  Distributable  Flex                            Proceeds,  (iii)  the  cash  proceeds  of  the  Rights                            Offering, and (iv) all other cash held by the Debtors                            as  of  the  Plan  Effective  Date  in  excess  of  the                            Minimum  Cash  Balance;  (c)  the  Distributable                            Subscription Rights; and (d) as applicable, the First                            Lien Replacement Term Loans.                            On  the Plan Effective  Date,  each  holder  of  an Impaired /                            Allowed Midwest Notes Claim shall receive its pro Entitled to Vote                            rata share of the Midwest Notes Exit Facility Term             Midwest Notes  Loans,  the  principal amount  of  which  shall  in  no   Class 4      Claims      event  exceed  $100  million.,  plus any  interest  and                            fees due and owing under the governing indenture                            for the Midwest Notes and/or the Final DIP Order                            to the extent unpaid as of the Plan Effective Date.                            If holders of Allowed Second Lien Claims vote as Impaired /                            a  class  to  accept  the  Plan,  on  the Plan Effective Entitled to Vote                            Date,  each  holder  of  an  Allowed  Second  Lien                            Claim shall  receive  cash  in  an  amount  equal  to                            $0.00125 for each $1.00 of Allowed Second Lien              Second Lien                            Claims.   Class 5      Claims                            If holders of Allowed Second Lien Claims vote as                            a  class  to  reject  the  Plan,  on  the Plan Effective                            Date,  each  holder  of  an  Allowed  Second  Lien                            Claim  shall  receive treatment  consistent  with                            section 1129(a)(7) of the Bankruptcy Code.                            If holders of Allowed General Unsecured Claims                            against Obligor Debtors vote as a class to accept                            the Plan, on the Plan Effective Date, each holder of                            an Allowed General Unsecured Claim against any                            Obligor  Debtor  shall  receive  cash  in  an  amount             Obligor General                                           Impaired /                            equal to $0.00125 for each $1.00 of such Allowed   Class 6A Unsecured Claims                                        Entitled to Vote                            General Unsecured Claims.                            If holders of Allowed General Unsecured Claims                            against Obligor Debtors vote as a class to reject                            the Plan, on the Plan Effective Date, each holder of                            such an Allowed General Unsecured Claim against                                          7 





 






        TREATMENT OF CLAIMS AND INTERESTS OF THE DEBTORS UNDER THE PLAN                                                                      Impairment /  Class No.   Type of Claim                Treatment                                                                        Voting                            any  Obligor  Debtor  shall  receive treatment                            consistent  with  section  1129(a)(7)  of  the                            Bankruptcy Code.                            On the later of the Plan Effective Date or the date                            that  such  Allowed  General  Unsecured  Claim                            becomes due in the ordinary course of the Debtors’              Non-Obligor   or Reorganized Debtors’ business, each  holder  of Unimpaired /   Class 6B     General     an Allowed General Unsecured Claim against any Deemed to            Unsecured Claims Non-Obligor  Debtor shall,  at  the  election  of the Accept                            Requisite Backstop Parties, in consultation with the                            Debtors,  be (a) Reinstated  or (b) paid in  full  in                            Cash.                            On  the Plan Effective  Date,  each Allowed                            Intercompany Claim  shall  be Reinstated,  Impaired /              Intercompany  distributed,  contributed,  set  off,  settled,  canceled Deemed to Reject   Class 7      Claims      and released, or otherwise addressed at the option or Unimpaired /                            of  the  Debtors  in  consultation  with  the Required Deemed to                            Consenting  Creditors  and  Requisite  Backstop Accept                            Parties.               Intercompany  Intercompany Interests shall receive no recovery or Impaired /             Interests Other distribution and be Reinstated solely to the extent Deemed to Reject   Class 8      Than in     necessary  to  maintain  the  Debtors’  corporate or Unimpaired /              Windstream    structure.                                Deemed to                                                                        Accept                            On  the Plan Effective  Date,  each  holder  of  an               Interests in Interest  in  Windstream  shall  have  such  Interest Impaired /   Class 9    Windstream    cancelled, released, and  extinguished  without any Deemed to Reject                            distribution.                        GENERAL PROVISIONS REGARDING THE PLAN   Subordination           The classification and treatment of Claims under the Plan shall conform to                          the respective contractual, legal, and equitable subordination rights of such                          Claims,  and  any  such  rights  shall  be  settled,  compromised,  and  released                          pursuant to the Plan.   Restructuring Transactions The Confirmation Order shall be deemed to authorize, among other things,                          all actions as may be necessary or appropriate to effectuate any transaction                          described in, approved by, contemplated by, or necessary to consummate                          the Plan and the Restructuring Transactions therein.  On the Plan Effective                          Date, the Debtors, as applicable, shall issue all securities, notes, instruments,                          certificates,  and  other  documents  required  to  be  issued  pursuant  to  the                          Restructuring Transactions.                                          8 





 






                       GENERAL PROVISIONS REGARDING THE PLAN   Cancellation of Notes,  On the Plan Effective Date, except to the extent otherwise provided in this  Instruments, Certificates, Plan Term Sheet or the Plan, all notes, instruments, certificates, and other  and Other Documents     documents evidencing Claims or Interests, including credit agreements and                          indentures, shall be canceled, and the Debtors’ obligations thereunder or in                          any way related thereto shall be deemed satisfied in full and discharged.   Issuance of New Securities; On  the  Plan  Effective  Date,  the  Debtors  or  Reorganized  Debtors,  as  Execution of the Definitive applicable,  shall  issue  all  securities,  notes,  instruments,  certificates,  and  Documents               other  documents  required  to  be  issued  pursuant  to  the  Restructuring                          Transactions.   Executory Contracts and The Plan will provide that the executory contracts and unexpired leases that  Unexpired Leases        are not rejected as of the Plan Effective Date (either pursuant to the Plan or                          a separate motion) will be deemed assumed pursuant to section 365 of the                          Bankruptcy  Code.   No  executory  contract  or  unexpired  lease  shall  be                          assumed or rejected without the written consent of the Required Consenting                          Creditors and the Requisite Backstop Parties.  For the avoidance of doubt,                          cure costs may be paid in installments following the Plan Effective Date in                          a manner consistent with the Bankruptcy Code.   Retention of Jurisdiction The Plan will provide that the Bankruptcy Court shall retain jurisdiction for                          usual and customary matters.   Discharge of Claims and Pursuant to section 1141(d) of the Bankruptcy Code and except as otherwise  Termination of Interests specifically  provided  in  the  Plan  or  in  any  contract,  instrument,  or  other                          agreement  or  document  created  pursuant  to  the  Plan,  the  distributions,                          rights,  and  treatment  that  are  provided  in  the  Plan  shall  be  in  complete                          satisfaction, discharge, and release, effective as of the Plan Effective Date,                          of Claims (including any Intercompany Claims that the Debtors resolve or                          compromise after the Plan Effective Date), Interests, and Causes of Action                          of  any  nature  whatsoever,  including  any  interest  accrued  on  Claims  or                          Interests  from  and  after  the  Petition  Date,  whether  known  or  unknown,                          against, liabilities of, liens on, obligations of, rights against, and Interests in                          the Debtors or any of their assets or properties, regardless of whether any                          property  shall  have  been  distributed  or  retained  pursuant  to  the  Plan  on                          account  of  such  Claims  and  Interests,  including  demands,  liabilities,  and                          Causes  of  Action  that  arose  before  the Plan Effective  Date, any  liability                          (including withdrawal liability) to the extent such Claims or Interests relate                          to services that employees of the Debtors have performed prior to the Plan                          Effective  Date  and  that  arise  from  a  termination  of  employment,  any                          contingent  or  non-contingent  liability  on  account  of  representations  or                          warranties issued on or before the Plan Effective Date, and all debts of the                          kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code,                          in each case whether or not (a) a Proof of Claim based upon such debt or                          right  is  filed  or  deemed  filed  pursuant  to  section  501  of  the  Bankruptcy                          Code,  (b)  a  Claim  or  Interest  based  upon  such  debt,  right,  or  Interest  is                          Allowed pursuant to section 502 of the Bankruptcy Code, or (c) the holder                          of such a Claim or Interest has accepted the Plan.  The Confirmation Order                                          9 





 






                       GENERAL PROVISIONS REGARDING THE PLAN                          shall be a judicial determination of the discharge of all Claims and Interests                          subject to the occurrence of the Plan Effective Date.   Releases by the Debtors Pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable                          consideration, on and after the Plan Effective Date, each Released Party is                          deemed released and discharged by the Debtors, the Reorganized Debtors,                          and their Estates from any and all Causes of Action, including any derivative                          claims,  asserted  by  or  on  behalf  of  the  Debtors,  that  the  Debtors,  the                          Reorganized Debtors, or their Estates would have been legally entitled to                          assert in their own right (whether individually or collectively) or on behalf                          of the holder of any Claim against or Interest in a Debtor or other Entity,                          based on or relating to or in any manner arising from in whole or in part, the                          Debtors, the Debtors’ in- or out-of-court restructuring efforts, intercompany                          transactions,  the  Chapter  11  Cases,  the  formulation,  preparation,                          dissemination,  negotiation,  or  filing  of  the Plan  Support  Agreement,  the                          Disclosure Statement, the DIP Facility, the Plan, the Rights Offering, the                          New Exit Facility, or any Restructuring Transaction, contract, instrument,                          release,  or  other  agreement  or  document  created  or  entered  into  in                          connection  with the Plan Support Agreement, the Backstop Commitment                          Agreement, the Disclosure Statement, the DIP Facility, the Rights Offering,                          the New Exit Facility, or the Plan, the filing of the Chapter 11 Cases, the                          pursuit of Confirmation, the pursuit of Consummation, the administration                          and  implementation  of the Plan, including the  issuance  or distribution  of                          securities pursuant to the Plan, or the distribution of property under the Plan                          or  any  other  related  agreement,  or  upon  any  other  act  or  omission,                          transaction, agreement, event, or other occurrence taking place on or before                          the Plan Effective Date.   Releases by Holders of  As  of  the Plan Effective  Date,  each  Releasing  Party  is  deemed  to  have  Claims and Interests    released  and  discharged  each  Debtor,  Reorganized  Debtor,  and  Released                          Party  from  any  and  all  Causes  of  Action,  whether  known  or  unknown,                          including any derivative claims, asserted on behalf of the Debtors, that such                          Entity would have been legally entitled to assert (whether individually or                          collectively), based on or relating to or in any manner arising from, in whole                          or in part, the Debtors, the Debtors’ in- or out-of-court restructuring efforts,                          intercompany  transactions,  the  Chapter  11  Cases,  the  formulation,                          preparation,  dissemination,  negotiation,  or  filing  of  the Plan  Support                          Agreement,  the  Backstop  Commitment  Agreement,  the  Disclosure                          Statement,  the  DIP  Facility,  the  Plan,  the  Rights Offering,  the  New  Exit                          Facility,  or any Restructuring Transaction, contract, instrument, release, or                          other agreement or document created or entered into in connection with the                          Plan  Support  Agreement,  the  Disclosure  Statement,  the  DIP  Facility,  the                          Rights Offering, the New Exit Facility, or the Plan, the filing of the Chapter                          11 Cases, the pursuit of Confirmation, the pursuit of  Consummation, the                          administration and implementation  of the Plan, including the  issuance  or                          distribution of securities pursuant to the Plan, or the distribution of property                          under the Plan or any other related agreement, or upon any other related act                          or omission, transaction, agreement, event, or other occurrence taking place                                          10 





 






                       GENERAL PROVISIONS REGARDING THE PLAN                          on or before the Plan Effective Date.   Exculpation             Except as otherwise specifically provided in the Plan, no Exculpated Party                          shall have or incur, and each Exculpated Party is released and exculpated                          from any Cause of Action for any claim related to any act or omission in                          connection  with,  relating  to  or  arising  out  of  the  Chapter  11  Cases,  the                          formulation, preparation,  dissemination,  negotiation, or filing  of the Plan                          Support  Agreement and  related  prepetition  transactions,  the  Disclosure                          Statement,  the  Plan, the  DIP  Facility,  the  Rights  Offering,  the  New  Exit                          Facility, or any Restructuring Transaction, contract, instrument, release or                          other agreement or document created or entered into in connection with the                          Disclosure Statement, the DIP Facility, the Rights Offering, the New Exit                          Facility, or  the  Plan,  the  filing  of  the  Chapter  11  Cases,  the  pursuit  of                          Confirmation,  the  pursuit  of  Consummation,  the  administration  and                          implementation of the Plan, including the issuance of securities pursuant to                          the Plan, or the distribution of property under the Plan or any other related                          agreement,  except  for  claims  related  to  any  act  or  omission  that  is                          determined  in  a  final  order  to  have  constituted  actual  fraud  or  gross                          negligence, but in all respects such Entities shall be entitled to reasonably                          rely  upon  the  advice  of  counsel  with respect  to  their  duties  and                          responsibilities pursuant to the Plan.  The Exculpated Parties have, and upon                          completion of the Plan shall be deemed to have, participated in good faith                          and in compliance with the applicable laws with regard to the solicitation of                          votes and distribution of consideration pursuant to the Plan and, therefore,                          are not, and on account of such distributions shall not be, liable at any time                          for  the  violation  of  any  applicable  law,  rule,  or regulation  governing  the                          solicitation  of  acceptances  or  rejections  of  the  Plan  or  such  distributions                          made pursuant to the Plan.   Injunction              Except as otherwise expressly provided in the Plan or for obligations issued                          or required to be paid pursuant to the Plan or the Confirmation Order, all                          Entities who have held, hold, or may hold Claims or Interests that have been                          released, discharged, or are subject to exculpation are permanently enjoined,                          from and after the Plan Effective Date, from taking any of the following                          actions  against,  as applicable,  the Debtors,  the  Reorganized  Debtors,  the                          Exculpated Parties, or the Released Parties:  (a) commencing or continuing                          in any manner any action or other proceeding of any kind on account of or                          in  connection  with  or  with  respect  to  any  such  Claims  or  Interests;  (b)                          enforcing, attaching, collecting, or recovering by any manner or means any                          judgment, award, decree, or order against such Entities on account of or in                          connection with or with respect to any such Claims or Interests; (c) creating,                          perfecting, or enforcing any encumbrance of any kind against such Entities                          or the property or the estates of such Entities on account of or in connection                          with or with respect to any such Claims or Interests; (d) asserting any right                          of setoff, subrogation, or recoupment of any kind against any obligation due                          from such Entities or against the property of such Entities on account of or                          in connection with or with respect to any such Claims or Interests unless                          such holder has filed a motion requesting the right to perform such setoff on                          or before the Plan Effective Date, and notwithstanding an indication of a                                          11 





 






                       GENERAL PROVISIONS REGARDING THE PLAN                          claim  or  interest  or  otherwise  that  such  holder  asserts,  has,  or  intends  to                          preserve any right of setoff pursuant to applicable law or otherwise; and (e)                          commencing or continuing in any manner any action or other proceeding of                          any kind on account of or in connection with or with respect to any such                          Claims or Interests released or settled pursuant to the Plan.   Releasing Parties, Released As  used  in  this  Plan  Term  Sheet,  the  term  “Released  Parties”  means,  Parties, and Exculpated collectively, and in each case in its capacity as such:  (a) the Consenting  Parties                 Creditors; (b) the Backstop Parties; (c) the Uniti Parties; (d) the indenture                          trustees and administrative agents under the Debtors’ prepetition Secured                          credit agreement and secured notes indentures; (e) the DIP Lenders; (f) the                          DIP Agent; and (f) with respect to  each  of the Debtors, the Reorganized                          Debtors, and each of the foregoing Entities in clauses (a) through (f), such                          Entity  and  its  current  and  former  Affiliates  and  subsidiaries,  and  such                          Entities’ and their current and former Affiliates’ and subsidiaries’ current                          and  former  directors,  managers,  officers,  equity  holders  (regardless  of                          whether  such  interests  are  held  directly  or  indirectly),  predecessors,                          successors, and assigns, subsidiaries, and  each of their respective  current                          and  former  equity  holders,  officers,  directors,  managers,  principals,                          members, employees, agents, advisory board members, financial advisors,                          partners,  attorneys,  accountants,  investment  bankers,  consultants,                          representatives, and other professionals.                          As  used  in  this  Plan  Term  Sheet,  the  term  “Releasing  Parties”  means,                          collectively, (a) the Consenting Creditors; (b) the Backstop Parties; (c) the                          Uniti Parties; (d) the indenture trustees and administrative agents under the                          Debtors’ prepetition Secured loans and notes; (e) the DIP Lenders; (f) the                          DIP Agent; (g) all holders of Claims or Interests that vote to accept or are                          deemed to accept the Plan; (h) all holders of Claims or Interests that abstain                          from voting on the Plan and who do not affirmatively opt out of the releases                          provided by the Plan by checking the box on the applicable ballot indicating                          that they opt not to grant the releases provided in the Plan; (i) all holders of                          Claims or Interests that vote to reject the Plan or are deemed to reject the                          Plan and who do not affirmatively opt out of the releases provided by the                          Plan by checking the box on the applicable ballot indicating that they opt                          not to grant the releases provided in the Plan; and (j) with respect to each of                          the Debtors, the Reorganized Debtors, and each of the foregoing Entities in                          clauses (a) through (i), such Entity and its current and former Affiliates and                          subsidiaries, and such Entities’ and their current and former Affiliates’ and                          subsidiaries’  current  and  former  directors,  managers,  officers,  equity                          holders (regardless of whether such interests are held directly or indirectly),                          predecessors,  successors,  and  assigns,  subsidiaries,  and  each  of  their                          respective current and former equity holders, officers, directors, managers,                          principals, members, employees, agents, advisory board members, financial                          advisors, partners, attorneys, accountants, investment bankers, consultants,                          representatives,  and  other  professionals,  each  in  their  capacity  as  such                          collectively.                          As  used  in  this  Plan  Term  Sheet,  the  term  “Exculpated  Parties”  means                          collectively, and in each case in its capacity as such: (a) the Debtors; (b) any                                          12 





 






                       GENERAL PROVISIONS REGARDING THE PLAN                          official  committees  appointed  in  the  Chapter  11  Cases  and  each  of  their                          respective members; and (c) the Consenting Creditors; (d) the DIP Lenders;                          (e) the DIP Agent; (f) the Backstop Parties; and (g)  with respect to each of                          the foregoing, such Entity and its current and former Affiliates, and such                          Entity’s  and  its  current  and  former  Affiliates’  current  and  former  equity                          holders,  subsidiaries,  officers,  directors,  managers,  principals,  members,                          employees, agents, advisory board  members, financial advisors, partners,                          attorneys,  accountants,  investment  bankers,  consultants,  representatives,                          and other professionals, each in their capacity as such.              OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING   Governance              The new board of directors of Reorganized Windstream (the “New Board”)                          shall  be  appointed  by  Requisite  Backstop  Parties  and  the  identities  of                          directors on the New Board shall be set forth in the Plan Supplement to the                          extent known at the time of filing.  Corporate governance for Reorganized                          Windstream  and  its  subsidiaries, including  charters,  bylaws,  operating                          agreements,  or  other  organization  documents,  as  applicable  (the  “New                          Organizational  Documents”),  shall  be  consistent  with  this Plan Term                          Sheet  and  section  1123(a)(6)  of  the  Bankruptcy  Code  and  shall  be                           consistent  with  the  terms  and  conditions  to  be  set  forth  in  a  term  sheet                          (the “Governance  Term  Sheet”)  to  be  mutually  agreed  by  Requisite                          Backstop Parties on or before March 15, 2020.   Exemption from SEC      The  issuance  of  all  securities  under  the  Plan will  be  exempt  from  SEC  Registration            registration under applicable law.  Registration rights, if any, to be provided                          to the Backstop Parties and the Required Consenting First Lien Creditors                          will be set forth in the Governance Term Sheet.   Employment Obligations  Pursuant  to  the Plan  Support  Agreement and  this Plan Term  Sheet,  the                          Consenting  Creditors  consent  to  the  continuation  of  the  Debtors’  wages,                          compensation,  and  benefits  programs  according  to  existing  terms  and                          practices, including executive compensation programs and any motions in                          the Bankruptcy Court for approval thereof.  On the Plan Effective Date, the                          Debtors  shall  assume  all  employment  agreements,  indemnification                          agreements,  or  other  agreements  entered  into  with  current  and  former                          employees as set forth in the Plan Supplement.   Indemnification Obligations Consistent with applicable law, all indemnification provisions in place as of                          the Plan Effective Date (whether in the by-laws, certificates of incorporation                          or  formation,  limited  liability  company  agreements,  other  organizational                          documents,  board  resolutions,  indemnification  agreements,  employment                          contracts, or otherwise) for current and former directors, officers, managers,                          employees,  attorneys,  accountants,  investment  bankers,  and  other                          professionals of the Debtors, as applicable, shall survive the effectiveness                          of the Restructuring Transactions on terms no less favorable to such current                          and former directors, officers, managers, employees, attorneys, accountants,                                          13 





 






             OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING                          investment  bankers,  and  other  professionals  of  the  Debtors  than  the                          indemnification provisions in place prior to the Plan Effective Date.   Management Incentive Plan The Parties agree there will be a customary management incentive plan, the                          terms of which are under discussion and will be set forth, at the latest, in the                          Plan Supplement (the “Management Incentive Plan”).   Retained Causes of Action The Reorganized Debtors, as applicable, shall retain all rights to commence                          and pursue any Causes of Action, other than any Causes of Action that the                          Debtors have released pursuant to the release and  exculpation provisions                          outlined in this Plan Term Sheet and implemented pursuant to the Plan.   Conditions Precedent to The  following  shall  be  conditions  to  the Plan Effective  Date  (the  Restructuring           “Conditions Precedent”):                          (a) the  Bankruptcy  Court  shall  have  entered  the  Confirmation  Order,                              which shall:                              (i)  be  in  form and  substance  consistent  with  the  Plan  Support                                   Agreement;                              (ii) authorize the Debtors to take all actions necessary to enter into,                                   implement,  and  consummate  the  contracts,  instruments,                                   releases, leases, indentures, and other agreements or documents                                   created in connection with the Plan;                              (iii) decree that the provisions  in the Confirmation Order  and the                                   Plan are nonseverable and mutually dependent;                              (iv) authorize  the  Debtors,  as  applicable/necessary,  to:                                    (a) implement  the  Restructuring  Transactions,  including  the                                   Rights Offering; (b) issue the New Common Stock pursuant to                                   the  exemption  from  registration  under  the  Securities  Act                                   provided  by  section  1145  of  the  Bankruptcy  Code  or  other                                   exemption from such registration  or pursuant to one  or more                                   registration statements; (c) make all distributions and issuances                                   as  required  under  the  Plan,  including  cash  and  the  New                                   Common  Stock;  and  (d) enter  into  any  agreements,                                   transactions,  and  sales  of  property  as  set  forth  in  the  Plan                                   Supplement,  including  the  New  Exit  Facility  and  the                                   Management Incentive Plan;                               (v)  authorize the implementation of the Plan in accordance with its                                   terms; and                              (vi) provide that, pursuant to section 1146 of the Bankruptcy Code,                                   the assignment or surrender of any lease or sublease, and the                                   delivery of any deed  or other instrument  or transfer order, in                                   furtherance of, or in connection  with the Plan, including any                                   deeds, bills of sale, or assignments executed in connection with                                   any  disposition  or  transfer  of  assets  contemplated  under  the                                   Plan,  shall  not  be  subject  to  any  stamp,  real  estate  transfer,                                          14 





 






                         mortgage recording, or other similar tax;   (b) the  Debtors  shall  have  obtained  all  authorizations,  consents,      regulatory  approvals,  rulings,  or  documents  that  are  necessary  to      implement and effectuate the Plan;  (c) the  final  version  of  the  Plan  Supplement  and  all  of  the  schedules,      documents, and exhibits contained therein shall have been filed in a      manner  consistent  in  all  material  respects  with  the Plan  Support      Agreement, this Plan Term Sheet, and the Plan;   (d) the Plan Support Agreement shall remain in full force and effect and      shall not have been terminated;  (e) the final order approving the DIP Facility shall remain in full force      and effect;  (f) the Bankruptcy Court shall have entered the BCA Approval Order;  (g) the Backstop Commitment Agreement shall remain in full force and      effect and shall not have been terminated;   (h) the Rights Offering shall have been consummated and shall have been      conducted in accordance with the procedures set forth in the Plan;  (i) the Uniti Transactions shall have been consummated;  (j) the documentation related to the New Exit Facility shall have been      duly  executed  and  delivered  by  all  of  the  Entities  that  are  parties      thereto and all conditions precedent (other than any conditions related      to the occurrence of the Plan Effective Date) to the effectiveness of      the  New  Exit  Facility  shall  have  been  satisfied  or  duly  waived  in      writing in accordance with the terms of each of the New Exit Facility      and the closing of the New Exit Facility shall have occurred;  (k) all  actions,  documents,  certificates,  and  agreements  necessary  to      implement the Plan (including any documents contained in the Plan      Supplement) shall have been effected or executed and delivered to the      required parties and, to the extent required, filed with the applicable      governmental  units,  in  accordance  with  applicable  laws  and  shall      comply  with  the  consent  rights  set  forth  in  the  Plan  Support      Agreement;  (l) all  professional  fees  and  expenses  of  retained  professionals  that      require the Bankruptcy Court’s approval shall have been paid in full      or  amounts  sufficient  to  pay  such  fees  and  expenses  after  the Plan      Effective  Date  shall  have  been  placed  in  a  professional  fee  escrow      account pending the Bankruptcy Court’s approval of  such fees and      expenses;  (m) all  professional  fees  and  expenses  and  of  the  advisors  to  the      Consenting Creditors and the Backstop Parties shall have been paid in      full in accordance with the Plan Support Agreement; and  (n) the Debtors shall  have implemented the Restructuring Transactions      and all transactions contemplated in this Plan Term Sheet in a manner                   15 





 






             OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING                              consistent with the Plan Support Agreement, this Plan Term Sheet,                              and the Plan.   Waiver of Conditions    The Debtors, with the prior consent of the Required Consenting Creditors  Precedent to the Plan   and  the Requisite  Backstop  Parties, may  waive  any  one  or  more  of  the  Effective Date          Conditions Precedent to the Plan Effective Date; provided that any waiver                          of (i) above shall also require the the prior consent of the Uniti Parties.                                                                                     16 





 






                  EXHIBIT D            Uniti Term Sheet            





 






                                                                            Execution Version                                       UNITI TERM SHEET1  Financial Terms  Uniti GCI       Uniti commits to fund up to an aggregate of $1.75 billion of Growth Capital  Commitment         Improvements (“GCI”) through December 2029 based on the following calendar year                     schedule:                       o Year 1: $125 million2                       o Years 2-5: $225 million per year                       o Years 6-7: $175 million per year                       o Years 8-10: $125 million per year                 “GCI” means long-term, value-accretive fiber and related assets (including buildings,                     conduit, poles, easements, right of ways, permits and fixed wireless towers) in ILEC and                     CLEC territories owned by Uniti and leased by Windstream consistent with the historical                     categorization of fiber and other TCI Replacements in the current Master Lease; provided                     that, for the avoidance of doubt, GCIs shall not include copper Tenant Capital                     Improvements as defined in the Master Lease or maintenance and repair capex or opex                     and shall not include CLEC fiber to CLEC fiber replacements in excess of $70 million in                     the aggregate from the Effective Date to April 30, 20303 and shall only include capital                     improvements that qualify as “real property” for purposes of section 856 of the Internal                     Revenue Code, which shall include any capital improvements specifically listed as “real                     property” in the IRS private letter ruling received by Windstream in connection with the                     original spin-off of Uniti and such assets included on a schedule to the definitive lease                     agreements                 Windstream may credit any cumulative GCI expenditures in excess of the foregoing                     annual amounts towards the reimbursable amount in a subsequent period, or roll unspent                     annual GCI into the following annual funding period (including the period from January                     1, 2030 – April 30, 2030) but not into any renewal term, provided that in no calendar year                     will Uniti’s funding commitment exceed $250 million, subject to payment terms for Year                     1 as set forth in footnote 2                 With respect to each installment of funds constituting GCI funding by Uniti (each such                     installment, a “Funded Amount”), beginning on the date that is 12 months following each                     such funding disbursement by Uniti (the “In Service Date”) and ending on April 30,                     2030, rent on such Funded Amount (the “GCI Rent”) will accrue at the Annualized                     Capitalization Rate (as defined below):   1   Unless otherwise noted, capitalized terms used and not immediately defined herein shall have the meanings ascribed to them at a later   point in this Term Sheet, the current Master Lease between Holdings and Uniti, or the agreement to which this Term Sheet is attached. 2   For avoidance of doubt, Year 1 means calendar year 2020 and if Windstream emerges from bankruptcy after September 30, 2020, GCI   expenditures incurred by Windstream prior to emergence will be reimbursed by Uniti within 12 months post emergence, starting in the   month following the date of emergence and in equal monthly installments in accordance with the payment terms herein.  If Windstream   emerges prior to September 30, 2020, Uniti shall reimburse all GCI expenditures incurred by Windstream prior to emergence at emergence. 3  The  Parties  acknowledge  and  agree  that  expenditures  incurred  before  the  Effective  Date  in  connection  with  CLEC  to  CLEC  fiber   replacements are eligible for reimbursement as GCIs, subject to the $70 million aggregate limit set forth herein





 






                      o The Annualized Capitalization Rate for any given Funded Amount will be 8.0%                           payable beginning one year following the In Service Date of such Funded                           Amount                       o For any given Funded Amount, the Annualized Capitalization Rate will be                           100.5% of the Annualized Capitalization Rate for such Funded Amount as of the                           same month during the preceding year4                 GCI commitments will be subject to GCI Review Standards and Windstream maintaining                     ongoing lease compliance                  For GCI fiber deployments in CLEC territories that have previously been identified to                     Uniti in Windstream’s GCI forecast only, Uniti will have the option to require that such                     deployment be engaged in jointly, with both Windstream and Uniti deploying the new                     fiber.  In these instances, Uniti agrees to fund 50% of the total cost to deploy the CLEC                     fiber, with any strands in excess of the original count contemplated by Windstream to be                     owned and operated by Uniti.  An initial payment will be made by Uniti at the beginning                     of the construction project based on costs agreed upon by the Parties and Uniti will bear                     50% of the total cost of any overage therefrom, which will be paid by Uniti upon                     completion of the project.  For the remaining 50% of costs related to these GCI fiber                     deployments, such costs and expenditures will be included in the GCI program described                     above.  The Parties agree that any fiber strands paid for by Uniti, and owned and operated                     by Uniti, will be excluded from the Renewal Rent.  Equipment       During the GCI funding period (including January – April 2030), and in lieu of GCI  Loan Program       commitments, Uniti will provide up to $125 million in the aggregate in the form of loans                     for equipment purchases by Windstream that Windstream demonstrates in reasonable                     detail is related to network upgrades or customer premises equipment to be used in                     connection with the operation of assets subject to either Lease; provided that, and subject                     to footnote 2, Uniti’s total funding commitment in any calendar year for both GCIs and                     equipment loans will not exceed $250 million and the equipment loan commitment will                     not exceed $25 million in any single year                 Uniti will have a first lien on the equipment purchased via this program and financing                     documents will contain other customary terms and other conditions                 Interest shall accrue at 8%                 Windstream will repay the amounts outstanding on equipment loans without incurring                     any early prepayment penalties and otherwise on customary terms and conditions for                     similar financing transactions; provided that the Parties agree to use commercially                     reasonable efforts to enter into terms that provide for repayment of the equipment loans at                     a date that is the earlier of: (i) the expiration or earlier termination of the ILEC Lease or                     the CLEC Lease, as applicable; (ii) the later of (a) extinguishment of the useful life of the                     assets or (b) the retirement of such assets from in-service; or (iii) April 30, 2030                  All equipment loans will be cross-defaulted with the ILEC Lease and/or the CLEC Lease,   4  For the avoidance of doubt, the Annualized Capitalization Rate for any given Funded Amount will be: 8.0000%, 8.0400%, 8.0802%,   8.1206%, 8.1612%, 8.2020%, 8.2430%, 8.2842%, 8.3257%, and 8.3673% for months 1-12, 13-24, 25-36, 37-48, 49-60, 61-72, 73-84, 85-  96, 97-108, and 109-120, respectively, following the In Service Date of such Funded Amount, but in no event will any GCI Rent accrue   beyond April 30, 2030.                                               2





 






                   as applicable, so long as Windstream is the tenant under the ILEC Lease and/or the CLEC                     Lease  GCI Payment     On the 15th calendar day of each month, Windstream will provide Uniti a GCI report for  Terms              the ILEC and CLEC Leases for the prior month and the amount of reimbursement                     Windstream seeks (“Requested Funding Amount”).  For purposes of clarification, GCI                     funding shall be a reimbursement of actual costs incurred by Windstream                 Within 30 days after Windstream submits the Requested Funding Amount and the                     required supporting documentation5 to Uniti, Uniti will pay to Windstream the Requested                     Funding Amount for the prior month                  The Annualized Capitalization Rate will be payable by Windstream to Uniti on the 5th                     Business Day of each month following the first anniversary In Service Date for such                     Funded Amount                 Title to any assets funded pursuant to the Uniti GCI commitment will be owned by Uniti                     upon such funding  Asset Purchase  Uniti shall consummate a sale of common stock yielding proceeds at least equal to, and  Terms              Uniti shall pay to the subsidiary or subsidiaries of Windstream designated by the mutual                     agreement of the Debtors, the Required Consenting First Lien Creditors, and the                     Requisite Backstop Parties (as defined in the Backstop Commitment Agreement)                     $244,549,865.10 in cash (the “Purchase Amount”), which shall be funded through and                     conditioned upon the closing of a purchase of Uniti common stock yielding net cash                     proceeds to Uniti equal to or in excess of such amount (the “Uniti Stock Sale”)                 Uniti will acquire the following:                       o Windstream dark fiber IRU contracts currently generating an estimated $21                           million of EBITDA; and reversion of rights to 1.8 million Uniti-owned                           Windstream-leased (“UOWL”) fiber strand miles                              . 1.8 million UOWL fiber strand miles consists of 1.4 million unutilized                                  fiber strand miles and 0.4 million fiber strand miles associated with dark                                  fiber IRU contracts transferred from Windstream to Uniti                       o Uniti will pay to Windstream operating & maintenance (“O&M”) equal to $350                           per route mile on any additional route miles sold above and beyond the route                           miles currently utilized by dark fiber IRU contracts                        o Uniti will report new sales, including fiber strand metrics, on a monthly basis to                           Windstream by the 15th day of each month for the prior month’s results                 Uniti will also acquire (the “Fiber IRU Acquisition”):                       o Certain Windstream-owned assets (the “Acquired Assets”) and certain fiber IRU                           contracts currently generating $8 million of annual EBITDA at a purchase price                           of $40 million in cash paid up front at the Effective Date to the subsidiary or                           subsidiaries of Windstream designated by the mutual agreement of the Debtors,                           the Required Consenting First Lien Creditors, and the Requisite Backstop Parties   5  Forms of supporting documentation to be agreed in connection with definitive documentation.                                               3





 






                      o The Acquired Assets consist of 0.4 million Windstream-owned fiber strand miles                           covering 4,100 route miles, subject to a grant of an IRU to Windstream described                           below on currently utilized Windstream strands and incremental retained strands:                             . Consists of 0.3 million unutilized fiber strand miles and 0.1 million fiber                                  strand miles associated with dark fiber IRU contracts                             . Uniti to pay Windstream O&M equal to $350 per route mile on any route                                  miles sold after the Effective Date, provided that Uniti will not pay O&M                                  associated with the dark fiber IRU contracts transferred to Uniti                              . Uniti will report new sales, including fiber strand metrics, monthly to                                  Windstream by the 15th day of each month for the prior month’s results                 In connection with the foregoing acquisitions by Uniti:                       o Windstream will retain 12 fiber strands beyond what Windstream is utilizing                           today; provided, that if there are less than 24 unused fiber strands in a particular                           segment, Windstream and Uniti will split such fiber strands in accordance with                           Schedule A                       o The Renewal Rent during each Renewal Period will exclude the 1.4 million fiber                           strand miles and the 0.4 million fiber strand miles associated with UOWL dark                           fiber IRU contracts                       o In the event that the Fiber IRU Acquisition is consummated, for the Acquired                           Assets only, Uniti will grant Windstream a 20-year, zero cost, IRU for the strands                           currently utilized plus incremental retained strands  Cash Transfer   Uniti will pay to the subsidiary or subsidiaries of Windstream designated by the mutual                     agreement of the Debtors, the Required Consenting First Lien Creditors, and the                     Requisite Backstop Parties $490,109,111 in 20 equal consecutive quarterly installments                     beginning on the 5th business day of the first month following the Effective Date (the                     “Cash Payments”)                 At Uniti’s option, any of the Cash Payments falling due on or after one year following the                     Effective Date may be prepaid.  Prepayments will be discounted at a 9% rate consistent                     with Schedule B                                                 4





 






Non-Financial Terms  Parties          Windstream Holdings, Inc. (“Holdings”), Windstream Services, LLC (“Services”), the                      direct and indirect subsidiaries of Services, and their successors, assigns, transferees, and                      subtenants, as applicable (collectively, “Windstream”), and/or one or more entities                      formed to acquire all or a portion of the assets of any of the foregoing as tenants, subject                      to any regulatory limitations                   Landlord(s) same as current Master Lease  Effective Date   Promptly upon entry of an order approving the agreements described herein (the                     “Agreement”) and the satisfaction of all “true lease” and REIT compliance (the                     “Effective Date”), but in no event later than Windstream’s emergence from Chapter 11  Master Lease     Current Master Lease to be bifurcated into structurally similar but independent  Structure/         agreements governing the ILEC Facilities and the CLEC Facilities (the “ILEC Lease”  Terms              and the “CLEC Lease,” respectively, and, together the “Leases,” and, each individually,                     a “Lease”)                         o Certain CLEC copper assets will be included in the ILEC Lease6                         o Leases shall not contain any change of control7 restrictions (other than as                             provided herein)                         o Cross-default or cross-acceleration provisions relating to Windstream’s                             indebtedness will fall away upon assignment, transfer, or change of control                   All assignment, transfer, change of control, and similar provisions in the current Master                     Lease shall be amended and restated in each ILEC and CLEC Lease to provide that                     Windstream will be permitted to assign, sell, or otherwise transfer (whether in a                     standalone transaction, in connection with a sale of assets or equity interests, or                     otherwise) any of its interests in any or both of the ILEC Lease or the CLEC Lease to                     any entity (or any direct or indirect subsidiary or subsidiaries of such entity) that, at the                     time of notification of such assignment, sale, or transfer, (a) if such entity has a corporate                     family rating, has a corporate family rating of not less than the rating required such that                     the Incurrence Leverage Covenant and Maintenance Leverage Covenant do not apply to                     Windstream hereunder, or if such entity does not have a corporate family rating, has a                     total leverage ratio in compliance with the Incurrence Leverage Covenant, (b) has a net                     worth (exclusive of the Leased Property under such transferred Lease(s)), as calculated                     in accordance with GAAP, on a pro forma basis, of no less than $600 million, or (c) has                     an equity market capitalization, on a pro forma basis, of no less than $300 million (the                     “Amended Transfer Restrictions”); provided that any transfer, sale or conveyance must                     also satisfy REIT requirements and receive regulatory approvals, if any                  The ILEC Lease and CLEC Lease to be cross-defaulted and cross-guaranteed so long as                      the tenants under both Leases are affiliates of Windstream, which provisions shall                      automatically terminate upon any sale, conveyance, or other transfer in accordance with                      the Amended Transfer Restrictions; provided that if both Leases are transferred to the                      same assignee(s), the Leases will be cross-defaulted and cross-guaranteed   6   Representing approximately $29 million of allocated annual payments under the current Master Lease per current data. 7  For purposes of this Term Sheet, the term “change of control” shall include the “Change In Control” provisions under the current Master   Lease.                                                 5





 






 Aggregate rent of ILEC Lease and CLEC Lease to be equivalent to the rent payments      under the current Master Lease through the initial term as set forth on Schedule C, it      being understood that the Parties will negotiate in good faith such modifications to      Schedule C as may be necessary in order to permit the True Lease Opinions to be given      as described in “Tax Matters” below  Windstream may request that Uniti (such request not to be unreasonably withheld) sell     non-core assets in ILEC territories, subject to an annual cap of $10 million on proceeds,      a portion of which will be remitted to Windstream in consideration of its leasehold     interest in the sold assets and rent under the ILEC Lease not being reduced; provided that     the portion remitted to Windstream will be calculated as the net present value of the     remaining rent in the initial term of the ILEC Lease for the asset sold, with said rent     calculated by multiplying a total capitalization rate of 8.7% by the sale price for the     asset; the Parties will agree on a rate if the ILEC Lease is renewed, if necessary  Windstream or any successor, assign, or subtenant will be permitted to sell Fiber IRUs or     lease dark fiber services in ILEC and CLEC territories with term dates that extend     beyond the then current term of the Lease, subject to (i) an annual cap on all such sales     or leases of $10 million in gross proceeds or revenue (no more than $5 million of which     may be in CLEC territories), (ii) the requirement that any Windstream successor, assign,     or subtenant, reimburse Uniti at termination of the ILEC Lease or CLEC Lease the     proportionate amount of IRU proceeds received relative to remaining term of the IRU at     lease termination, and (iii) the requirement that such IRU or sublease does not result in a     deemed sale of the assets underlying such IRU or sublease for U.S. federal income tax     purposes; provided, that Windstream shall be permitted to enter into Fiber IRUs under     the ILEC Lease in excess of the annual caps specified in the immediately preceding     clause (i) and, for such IRUs, the current subletting provisions of the Master Lease shall     apply and, further, Windstream agrees to remit to Uniti the proportionate amount of the     proceeds relative to the remaining terms of the ILEC Lease and the agreement within 30     days of receipt of the proceeds by Windstream  Requirement to maintain Leased Property and Tenant’s Property under Section 9.1 of     current Master Lease will be terminated for (i) any asset Tenant has retired and replaced     with a TCI Replacement; and (ii) all other retired assets with an aggregate valuation not     to exceed $15 million per year or as otherwise consented to by Uniti; provided that, at     Landlord’s written request, Tenant shall continue to maintain any such asset at     Landlord’s sole cost and expense; provided, further, that Tenant shall be responsible for     any liability resulting from the failure to maintain such retired copper asset; and     provided, further, that all regulatory obligations have been satisfied by Tenant  Uniti will be prohibited from competing in Windstream ILEC territories (for purposes of     clarification, selling dark fiber or lit transport and building long haul routes with no     laterals or extensions in a Windstream ILEC territory shall not be deemed competitive,     but selling services originating or terminating traffic in said territories shall be deemed     competitive), and, for avoidance of doubt, “Uniti” refers to Landlord and its affiliates,     including Uniti Group Inc., and all existing, acquired, or newly-formed direct or indirect     subsidiaries of Uniti Group Inc., any entities in common control with any such entity,     and their respective successors and assigns, during the initial Term and all renewal terms     of the ILEC Lease  Uniti and its affiliates shall cease pursuing franchises in Windstream’s ILEC territories,                                6





 






                   and shall include a schedule of all franchises currently held by Uniti and its affiliates in                     Windstream’s ILEC territories  Windstream      Exit Financing as of Emergence Financial                  As of the date of emergence, on a pro forma basis giving effect to Windstream’s emergence  Covenants                 (including the repayment, discharge, or extinguishment of any Indebtedness8 and the                  incurrence of any new Indebtedness), Windstream’s total leverage ratio9 will not exceed                  3.00x.  For the avoidance of doubt, for the foregoing test, amounts payable in cash on                  account of contract cures, lease cures, or administrative expenses, and/or amounts to be paid                  to holders of allowed general unsecured claims after emergence, in each case payable upon                  completion of the applicable claims resolution process before the Bankruptcy Court, shall                  not be considered Indebtedness.                                   Lease Financial Covenants                 The ILEC Lease and the CLEC Lease will contain the following covenants:                 Windstream and its subsidiaries cannot incur any Indebtedness10 (other than (a) refinancing                  Indebtedness in a principal amount not exceeding the sum of (x) the principal amount of the                  Indebtedness refinanced, (y) the accrued and unpaid interest on such Indebtedness                  refinanced and any other amounts owing thereon, and (z) any customary costs, fees, or                  expenses incurred in connection with such refinancing or (b) drawings under its third party                  syndicated revolving credit facility, in an amount not to exceed $750 million (the “RCF                  Facility”)), if its total leverage ratio, pro forma for the incurrence of such Indebtedness,                  would exceed  3.00x  (such covenant, the “Incurrence Leverage Covenant” and, such ratio,                  the “Incurrence Leverage Ratio”).  Failure to comply with the Incurrence Leverage Covenant                  will constitute an event of default and Uniti will not be required to comply with its GCI                  commitment obligations following any such breach                 If at any time (a) Windstream’s total leverage ratio exceeds 3.50x (the “Maintenance                  Leverage Covenant”) and (b) Windstream or any of its subsidiaries takes any of the                  following actions, an event of default will have occurred and Uniti will not be required to                  comply with its GCI commitment obligations following any such breach:                      incur any Indebtedness11 (other than refinancing Indebtedness in a principal amount                         not exceeding the sum of (x) the principal amount of the Indebtedness refinanced,                         (y) the accrued and unpaid interest on such Indebtedness refinanced and any other                         amounts owing thereon, and (z) any customary costs, fees, or expenses incurred in                         connection with such refinancing);   8  For purposes of the financial covenants, except where otherwise specified, “Indebtedness” will be defined to consist of (i) indebtedness   for borrowed money, (ii) indebtedness evidenced by notes, bonds, debentures or similar obligations, (iii) unpaid reimbursement   obligations in respect of any drawn letter of credit and (iv) lease liability under finance leases on Windstream’s consolidated balance   sheet prepared in accordance with GAAP (excluding right of use liabilities pursuant to GAAP in accordance with ASU No. 2018-11,   Topic 842).   If at any time any change in GAAP would affect the computation of any leverage ratio or requirement contained herein,   and either Windstream or Uniti shall so request, Windstream and Uniti shall negotiate in good faith to amend such ratio or requirement   to preserve the original intent thereof in light of such change in GAAP, provided that, until so amended, such ratio or requirement shall   continue to be computed in accordance with GAAP prior to such change therein.  9  When used in this Term Sheet, “total leverage ratio” will be calculated as the ratio of (i) Indebtedness (net of cash and cash equivalents to   the extent that such cash and cash equivalents exceed $75 million at such time) to (ii) LTM EBITDA (with customary adjustments).   10 To include (x) Indebtedness as defined in footnote 8 and (y) any guarantee of indebtedness incurred by third parties. 11 To include (x) Indebtedness as defined in footnote 8 and (y) any guarantee of indebtedness incurred by third parties.                                               7





 






                     make any dividends on its capital stock or repurchase any stock (other than                         dividends by subsidiaries of Windstream), or prepay any unsecured debt;                      make (a) any acquisitions or (b) investments, other than investments (1) in                         consolidated subsidiaries existing before the applicable date of Windstream’s non-                        compliance with the Maintenance Leverage Covenant and customary permitted                         investments, (2) in joint ventures in existence prior to the date of the applicable non-                        compliance with the Maintenance Leverage Covenant (and not created in                         contemplation thereof), or (3) with the consent of Uniti (not to be unreasonably                         withheld); provided that Windstream may make any acquisition if, on a pro forma                         basis (including customary pro forma cash cost savings adjustments as long as such                         adjustments are factually supportable, expected to be realized within fifteen months                         and do not exceed, in the aggregate, 17.5% of EBITDA (calculated before giving                         effect to such adjustments)), its total leverage ratio would be lower than immediately                         prior to such acquisition; or                      enter into any transaction with any investor in Windstream  (or any entity controlled                         by any such investor) who has one or more of its representatives on the Windstream                         Board of Directors, unless (i) Uniti consents to the entry into such transaction (such                         consent not to be unreasonably withheld) or (ii) such transaction is (x) in the                         ordinary course of business or (y) to continue or renew management, consultancy, or                         advisory services pursuant to any engagement entered into before the applicable date                         of Windstream’s non-compliance with the Maintenance Leverage Covenant on the                         same terms as before the applicable date of such non-compliance (it being                         understood that, solely with respect to clause (y), any such agreements, whether                         entered into before or after the applicable date of such non-compliance, shall be on                         terms consistent with those that would be obtained at arms’-length and shall be                         approved by disinterested directors)                 If (a) any bankruptcy event of default (which, in the event of an involuntary bankruptcy,                  shall occur only upon issuance of an order for relief or on the 60th day following                  commencement of the case if the case shall not have been dismissed at such time), or (b) any                  payment event of default or any other event of default under any Material Indebtedness (as                  defined in the Master Lease) has occurred and, in the case of clause (b), such event of default                  has not been waived or cured, such event of default shall constitute an event of default under                  the Leases and Uniti will not be required to comply with its GCI commitment obligations                  following any such breach                     Notwithstanding anything to the contrary herein, the Leases shall provide that the Incurrence                  Leverage Covenant and the Maintenance Leverage Covenant shall not apply at any time that                  Windstream maintains a corporate family rating of not less than (i) “B2” (stable) by                  Moody’s and (ii) either “B” (stable) by S&P or “B” (stable) by Fitch.  Windstream must                  provide to Uniti (i) periodic certifications with respect to the foregoing covenants and (ii)                  copies of all information and certifications required to be provided to Windstream’s lenders                  under the RCF Facility (both subject to confidentiality provisions consistent with those                  governing the sharing of information with lenders under such facility) Rent Offset      In the event Uniti defaults on or otherwise fails to timely satisfy the required funding of                      any GCI project, the equipment loan program, the Cash Payments, or any other payment                      obligation agreed to as part of the transactions contemplated hereby and Windstream is                      in compliance with the terms of the ILEC Lease and CLEC Lease, then any amounts                      remaining unfunded after 30 days shall be automatically deducted from the subsequent                                                8





 






                    rent payment or payments (as necessary) otherwise owed by Windstream (provided that                      Windstream shall, to the extent not stayed or prohibited by applicable law, provide                      notice to Uniti of any default or failure triggering an offset right within the 30 days prior                      to the occurrence of the resulting offset)                  Any GCI for which Windstream offsets rent payments shall become assets owned by                      Uniti and shall be constructed and otherwise comply with all terms and conditions of the                      applicable Lease as if such GCI was funded by Uniti  Transfer Rights  ILEC Lease and CLEC Lease will permit each of Uniti and Windstream to transfer its  / Uniti            respective rights and obligations under the applicable Lease (including future GCI  Securitization     funding that will not exceed the “pro rata portion” – as such phrase will be more  Rights             particularly defined in the Leases – of GCI funding in connection with either Lease), and                     will allow Uniti to otherwise monetize or encumber the applicable Lease, except that                     Uniti will not be permitted to transfer its interest in either Lease to a Windstream                     Competitor                  Windstream and Uniti to cooperate regarding any contemplated (i) assignments,                     transfers, or sales or (ii) securitization, participation, or other monetization of Lease                     rents, and the Leases will include customary provisions to affect such transactions  Credit Rating    Windstream and Uniti will use reasonable efforts to assist the other in its credit rating  Reports /          agency process, including providing information as requested  Preview  Reports General          The Parties agree to mutual releases from any and all liability related to all legal claims                      and causes of action                  Thresholds and other relevant provisions of the Master Lease will be conformed to the                     bifurcation of the Master Lease into the ILEC Lease and the CLEC Lease and other                     terms herein                  The Parties agree that Uniti has no consent rights over Windstream’s business plan,                     including Windstream’s network deployment strategies, except for compliance with GCI                     Review Standards for  GCI funding where IRR12 is below 9%, provided that Windstream                     can make investments of up to $60mm (the “Sub-Hurdle Allocation”) per year through                     2029 toward projects with an IRR below 9% without Uniti’s consent, provided, further,                     that RDOF and any similar federal or state broadband subsidies are deemed subsidies in                     calculating project IRR                  The Parties will agree that neither they nor any of the members of their respective                     management or boards of directors will directly (or indirectly on their express                     instruction) make, publish or issue (or cause to be made, published or issued) any                     statement or communication (whether written, oral or otherwise) in any form of media                     that (i) in the case of Uniti, disparages Windstream or members of Windstream’s                     management or board of directors and (ii) in the case of Windstream, disparages Uniti or                     members of Uniti’s management or board of directors                  Statements or communications (whether written, oral or otherwise) made, published or                     issued in any form of media in any of the following circumstances will not be considered    12 “IRR” means unlevered IRR as calculated using a model approved and certified annually by the Windstream Board of Directors, a live   copy of which is delivered to Uniti.                                                9





 






                   disparaging:                        o providing truthful and complete required legal testimony;                        o responding truthfully and completely to formal requests for information; or                        o making truthful and complete disclosures,                    so far as necessary or advisable to enable either Party to comply with applicable law,                     regulation or statute in connection with or arising out of a court, arbitral, administrative                     or regulatory investigation or proceeding of competition jurisdiction                 Uniti agrees to keep confidential any information provided by Windstream regarding GCI                  expenditures for the following year or any projections for multi-year periods and any                  information regarding compliance with financial covenants, until Windstream publicly                  discloses such information in accordance with applicable law; provided that (i) Uniti may                  use such information in preparing its own projections and guidance that it shares with rating                  agencies, financing sources, and the public market and (ii) Uniti may share such information                  with its accountants, attorneys and other advisors who are subject to confidentiality                  arrangements  Tax Matters      Certain Representations and Covenants                        o In connection with the entry into definitive agreements regarding the                            transactions contemplated in this Term Sheet, Uniti and Windstream each will                            represent to the other that, to its knowledge after reasonable diligence and                            consultation with its professional advisors, it is not then aware of any fact or                            circumstance that would prevent the True Lease Opinions or the REIT Opinion                            (each, as defined below) from being rendered in connection with the                            consummation of the Agreement, subject to enumerated conditions,                            assumptions, or exceptions to be resolved as promptly as practicable after entry                            into a definitive agreement regarding the transactions contemplated in this Term                            Sheet                        o Each of Uniti and Windstream shall make available, and shall use its reasonable                            best efforts to cause its professional advisors, including its counsel and its                            appraisers, to make available to the other party and its professional advisors on a                            reasonable basis such information, including underlying diligence materials,                             regarding the status and substance of the first party’s professional advisors’                            analysis of true lease and REIT issues, including the analysis performed by the                            appraiser, as the other party may reasonably request; provided that to the extent                            any relevant information is determined by Uniti in its sole discretion to be                            commercially sensitive, advisors to Uniti and Windstream shall determine                            whether such materials should be shared on an “advisors only” basis; provided,                            further, that Uniti will not be required to share materials subject to attorney-                           client privilege or a confidentiality obligation owed to a third party                  True Lease Opinion                        o As a condition precedent to the effectiveness (but not the approval) of the                            Agreement, either:                                . Uniti must receive an opinion to the effect that each of the CLEC Lease                                   and the ILEC Lease “should” be a “true lease” for U.S. federal income                                   tax purposes from a nationally recognized accounting or law firm of                                               10





 






                 Uniti’s choice (the “True Lease Opinions” and such accounting or law                   firm the “Uniti Tax Advisor”); or               . If the Uniti Tax Advisor determine that it cannot deliver the True Lease                   Opinions, and Windstream, after consultation with its advisors, believes                   that the True Lease Opinions should be able to be delivered, the issue                   shall be submitted for consideration by a nationally recognized law firm                   or accounting firm that is mutually acceptable to both Uniti and                   Windstream (the “Alternative Tax Advisor”) and, if such Alternative                   Tax Advisor agrees to issue U.S. federal income tax opinions to the                   effect that each of the CLEC Lease and the ILEC Lease “should”                   constitute a “true lease,” such opinions shall be treated as the True                   Lease Opinions satisfying this condition        o Uniti and Windstream agree that each of them, and their officers and employees,            will use best efforts to cause the True Lease Opinions to be issued promptly;            provided that Uniti promptly will engage a nationally recognized accounting or            valuation firm (the “Appraiser”) to undertake valuation, appraisal and other            analysis incidental thereto in order to facilitate the issuance of the True Lease            Opinions; provided, further, that Uniti will reasonably request of the Appraiser            that the terms of the Appraiser’s engagement shall allow Windstream to rely            upon any of the Appraiser’s reports for its own analysis of the status of each of            the ILEC Lease and the CLEC Lease as a “true lease”; provided, further, that the            Appraiser’s refusal to grant or grant without conditions such reasonable request            shall not preclude Uniti from engaging such Appraiser  Uniti Go-Forward REIT Status        o As a condition precedent to the effectiveness (but not the approval) of the            Agreement, either                . Uniti must receive an opinion from a nationally-recognized accounting                   or law firm of its choice (the “Uniti REIT Advisor”) to the effect that                   Uniti will, after the effectiveness of all of the transactions herein,                   continue to meet the requirements for qualification and taxation as a                   REIT for the year in which the Agreement becomes effective, and that                   Uniti’s then current method of operation, including the future effect of                   the transactions herein, will enable it to continue to meet the                   requirements for qualification and taxation as a REIT (a “REIT                   Opinion”); or               . If the Uniti REIT Advisor determines that it cannot deliver the REIT                   Opinion, and Windstream, after consultation with its advisors, believes                   that the REIT Opinion should be able to be delivered, the issue shall be                   submitted for consideration by a nationally recognized law firm that is                   mutually acceptable to both Uniti and Windstream and that has agreed                   to act prospectively as Uniti’s advisor on REIT qualification matters                   (the “Alternative REIT Advisor”) and, if such Alternative REIT Advisor                   agrees to issue an opinion to the effect that Uniti will, after the                   effectiveness of all of the transactions herein, continue to meet the                   requirements for qualification and taxation as a REIT for the year in                                11





 






                                 which the Agreement becomes effective, and that Uniti’s then current                                   method of operation, including the future effect of the transactions                                   herein, will enable it to continue to meet the requirements for                                   qualification and taxation as a REIT, such opinion shall be treated as the                                   REIT Opinion satisfying this condition                        o Uniti and Windstream agree that each of them, and their officers and employees                            will use best efforts to cause the REIT Opinion to be issued  Implementation   Agreement in principle between the Parties will be announced publicly no later than                     March 2, 2020                  Upon announcement of an agreement in principle, all pending litigation will be stayed                     pending closing of the transactions contemplated hereby, without prejudice to                     Windstream’s right to resume prosecution                  Windstream will file a motion no later than March 12, 2020 seeking Bankruptcy Court                     approval of the transactions contemplated hereby by no later than April 6, 2020, subject                     to the Bankruptcy Court’s availability and final documentation if necessary  GCI Review       The Parties will establish a committee consisting of 3 Uniti representatives and 3  Standards           Windstream representatives to review Windstream plans for GCI expenditures for the                      upcoming year, with reviews occurring on mutually convenient dates in 4Q, and to                      include a monthly GCI forecast and funding schedule for the upcoming year, along with                      a 3-year annual forecast, with focus on the states targeted for 1 GIG expansion                      opportunities in the near term, and with responsible detail on how and where the GCI                      expenditures will be invested and the associated returns, including return models, target                      market analyses, if applicable, and types of investment (FTTN, FTTH, long haul, towers,                      etc.)                  The Parties shall meet quarterly for the first 3 years, then semi-annually thereafter                  Windstream agrees to provide Uniti Windstream’s actual 2020 GCI plans, consistent                      with the level of detail as required above and agrees to include in such plans, or to                      otherwise present to Uniti for reimbursement under this arrangement, only those                      expenditures it determines in good faith meet the definition of GCI set forth herein                  In connection with GCI expenditures, Windstream also agrees to provide items (ii) and                      (v) below annually and items (i), (iii), and (iv) quarterly:                         (i) any certificates, licenses, new Permits or Pole Agreements or documents                            reasonably requested by Uniti necessary and obtainable to confirm                            Windstream’s use of the fiber and related assets associated with the GCI                            expenditures;                        (ii) an Officer’s Certificate setting forth in reasonable detail the projected GCI                            expenditures for the following year after the conclusion of the 4Q reviews and                            actual GCI expenditures for each year in 1Q of the following year;                        (iii) any agreements conveying title or beneficial interest to Uniti to any land,                            easements, or rights of way acquired for construction projects associated with                            the GCI free and clear of any Encumbrances except those approved by Uniti,                            and accompanied by an ALTA survey thereof satisfactory to Uniti;                                                12





 






       (iv) if appropriate, endorsements to any outstanding policy of title insurance            covering the assets associated with the GCI expenditures reasonably satisfactory            in form and substance to Uniti; and        (v) Windstream shall deliver to Uniti “as built” drawings of the fiber and/or related            assets constructed during the year, certified as accurate by the architect or            engineer that supervised the work, during the 4Q planning meeting  The Parties agree that GCI expenditures for 2020 are approved in light of Uniti’s review      of the Altman report and Windstream projections for 2020   Beginning 2021, annual and rollover GCI amounts will not require Uniti approval;      nonetheless the Committee will discuss proposed GCI projects in good faith; provided      that Uniti shall have the unilateral right to object to $25 million of proposed GCI      expenditures annually (without such $25 million being subject to the dispute resolution      described below) that Uniti determines in good faith do not comply with the GCI      definition (a “Disputed GCI Expenditure”) after providing the Windstream members of      the Committee an opportunity to present supporting documentation demonstrating      compliance (the “Challenge Right”); provided, further, that this provision shall not apply      to the $60 million Sub-Hurdle Allocation  In the event that the Parties disagree as to whether any GCI investment above the $25      million of proposed GCI expenditures that Uniti may challenge through the Challenge      Right for the applicable year is eligible for reimbursement by Uniti as a GCI  (other than      on the basis that such investment does not qualify as real property), the disagreement      will be brought to Altman Vilandrie or another independent third-party professional      reasonably acceptable to both Parties (the costs of which shall be borne solely by Uniti),      which independent third-party professional will have 10 days to make a determination      with respect to such disagreement, with such determination being final and binding on      the Parties.  If such independent third-party professional determines that any proposed      GCI investment does not comply with the definition of GCI, then Windstream may      replace such project with a replacement project or projects of equal or lesser cost.                                  13





 






Schedule A       14





 






             Schedule B  Discount Rate                   9.0% PV of Payments              400,000,000           1           $        24,505,456           2           $        24,505,456           3           $        24,505,456           4           $        24,505,456           5           $        24,505,456           6           $        24,505,456           7           $        24,505,456           8           $        24,505,456           9           $        24,505,456          10           $        24,505,456          11           $        24,505,456          12           $        24,505,456          13           $        24,505,456          14           $        24,505,456          15           $        24,505,456          16           $        24,505,456          17           $        24,505,456          18           $        24,505,456          19           $        24,505,456          20           $        24,505,456  Sum of Payments       $      490,109,111                     15





 






Schedule C       16





 






                                     Exhibit E-1                           Provision for Transfer Agreement                (First Lien Claims/Midwest Notes Claims/Equity Interests)         The undersigned (“Transferee”) hereby acknowledges that it has read and understands the  Chapter 11 Plan Support Agreement, dated as of __________ (the “Agreement”),1 by and among  Windstream Holdings, Inc. and its affiliates and subsidiaries bound thereto, the Uniti Parties, and  the  Consenting Creditors,  including  the  transferor  to  the  Transferee  of  any  Company  Claims/Interests (each such transferor, a “Transferor”), and agrees to be bound by the terms and  conditions  thereof  to  the  extent  the  Transferor  was  thereby  bound,  and  shall  be  deemed  a  “Consenting Creditor” under the terms of the Agreement.          The  Transferee  specifically  agrees  to  be  bound  by  the  terms  and conditions  of  the  Agreement and makes all representations and warranties contained therein as of the date of the  Transfer, including the agreement to be bound by the vote of the Transferor if such vote was cast  before the effectiveness of the Transfer discussed herein.    Date Executed:    ______________________________________  Name:  Title:  Address:  E-mail address(es):       Aggregate Amounts Beneficially Owned or Managed on Account of:   First Lien Loans                                   First Lien Notes                                   Midwest Notes                                      Second Lien Notes                                  Unsecured Notes                                    Equity Interests                                                                                        1  Capitalized terms used but not otherwise defined herein shall having the meaning ascribed to such terms in the Agreement.                                            





 






                                     Exhibit E-2                           Provision for Transfer Agreement                      (Second Lien Claims/Unsecured Notes Claims)         The undersigned (“Transferee”) hereby acknowledges that it has read and understands the  Chapter 11 Plan Support Agreement, dated as of __________ (the “Agreement”),1 by and among  Windstream Holdings, Inc. and its affiliates and subsidiaries bound thereto, the Uniti Parties, and  the  Consenting Creditors,  including  the  transferor  to  the  Transferee  of  the  Company  Claims/Interests set forth below (each such transferor, a “Transferor”), and agrees to be bound  by the terms and conditions thereof to the extent the Transferor was thereby bound solely with  respect  to  the  Company  Claims/Interests  set  forth  below,  and  shall  be  deemed  a  “Consenting  Creditor” under the terms of the Agreement with respect to such Company Claims/Interests.          The  Transferee  specifically  agrees to  be  bound  by  the  terms  and  conditions  of  the  Agreement and makes all representations and warranties contained therein as of the date of the  Transfer, including the agreement to be bound by the vote of the Transferor if such vote was cast  before the effectiveness of the Transfer discussed herein.    Date Executed:    ______________________________________  Name:  Title:  Address:  E-mail address(es):       Aggregate Amounts Beneficially Owned or Managed on Account of:   Second Lien Notes                                  Unsecured Notes                                                                                                                                    1  Capitalized terms used but not otherwise defined herein shall having the meaning ascribed to such terms in the Agreement.