amendmentno1topsa






                                                                   Exhibit 10.2                                                               Execution Version      AMENDMENT NO. 1 TO THE CHAPTER 11 PLAN SUPPORT AGREEMENT        THIS  FIRST  AMENDMENT  TO  THE  CHAPTER  11  PLAN  SUPPORT  AGREEMENT    (this  “Amendment”)  is  made  as  of  March  9,  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 (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 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.  Amendment.   The  Restructuring  Term  Sheet  attached  as  Exhibit  C  of  the  Plan Support Agreement is hereby replaced with Exhibit 1 attached hereto and all references to the  “Restructuring Term Sheet” in the Plan Support Agreement shall be to Exhibit 1 attached hereto.   Attached hereto as Exhibit 2 is a redline of the Restructuring Term Sheet reflecting the changes.           2.  Ratification.  Except as specifically provided for in this 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 Amendment.  This Amendment shall be effective on the date on which the  Company  Parties  have  executed  this  Amendment  and  received  all  of  the  other  Required  Amendment  Parties’  signature  pages  (the  “Amendment  Effective  Date”).   Following  the  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 Amendment.           4.  Joinder.   Any  holder  of  Company  Claims/Interests  may  become  a  Consenting Creditor by executing a signature page to the Plan Support Agreement substantially in the form  attached hereto as Exhibit 3 and delivering such executed signature page to the parties set forth in  section 16.10 of the Plan Support Agreement.  Upon the delivery of such executed signature page,  such holder of 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   1  Capitalized terms used by not defined herein have the meanings given to them in the Plan Support Agreement,     as amended by this Amendment.





 






this  Amendment.   All  such  executed  signature  pages  delivered  pursuant  to  the  terms  of  the  Amendment shall be irrevocable; provided, that holders of First Lien Claims that submit signature  pages  after  the  Priority  Non-Backstop  Cap  has  been  satisfied  will  have  such  signature  pages  returned and will not be bound by the Plan Support Agreement.          5.  Survival.  This 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  Amendment  and  interpretation  of  this  Amendment  shall  be  in  accordance  with  Section 16.05 of the Plan Support Agreement.           7.  Execution of Amendment.  This 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  Amendment  on  behalf  of  a  Required  Amendment  Party  has  been  duly  authorized  and  empowered  to  execute  and  deliver  this  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                                  l'      ~✓-                         By:                          Naive:   Shawn Tumulty                         Title:   Vice President    [Signature Page to Amendment No. 1 to Plan Support Agreement] 





 












 






        Exhibit 1  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    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                            thereafter.  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  $2,050  million  in  term  loans  (the                                   “Required  Exit  Facility  Term  Loans”),  (b)  will  include  $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,  and  (c)  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  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                                               2





 






              GENERAL PROVISIONS REGARDING THE RESTRUCTURING                           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 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                                               4





 






               GENERAL PROVISIONS REGARDING THE RESTRUCTURING                            $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 $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.                                               5





 






               GENERAL PROVISIONS REGARDING THE RESTRUCTURING  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 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   N/A                              in cash.                              On  the Plan  Effective  Date,  each  holder  of  an               Administrative     N/A                       Allowed  Administrative  Claim  shall  receive    N/A                 Claims                              payment in full in cash.                              On  the Plan  Effective  Date,  each  holder  of  an                Priority Tax   Allowed  Priority  Tax  Claim  shall  receive     N/A                                                                         N/A                 Claims       treatment  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                               Parties:   (a)  payment  in  full  in  cash;  (b) the Unimpaired /               Other Secured    Class 1                    collateral  securing  its  Allowed  Other  Secured Deemed to                  Claims                              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.                              Each  holder  of  an  Allowed  Other  Priority  Claim Unimpaired /               Other Priority    Class 2                    shall receive treatment in a manner consistent with Deemed to                  Claims                              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                              equal  to  the  sum  of  (i)  the  Distributable  Exit   Class 3   First Lien Claims                             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 Entitled to Vote             Midwest Notes   Class 4                    pro rata share of the Midwest Notes Exit Facility                 Claims                             Term Loans, the principal amount of which shall                              in no event exceed $100 million.                             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   Class 5                    Claims.                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 equal to $0.00125 for each $1.00 of such             Obligor General  Allowed General Unsecured Claims.              Impaired /  Class 6A           Unsecured Claims  If holders of Allowed General Unsecured Claims Entitled to Vote                             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 any Obligor Debtor shall receive treatment                              consistent  with  section  1129(a)(7)  of  the                              Bankruptcy Code.                                             7





 






     TREATMENT OF CLAIMS AND INTERESTS OF THE DEBTORS UNDER THE PLAN                                                                             Impairment /   Class No.   Type of Claim                    Treatment                                                                               Voting                              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                Non-Obligor    Debtors’  or  Reorganized  Debtors’  business,  each Unimpaired /   Class 6B       General      holder  of  an  Allowed  General  Unsecured  Claim Deemed to             Unsecured Claims  against  any  Non-Obligor  Debtor  shall,  at  the Accept                              election  of  the  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 /                               distributed,  contributed,  set  off,  settled,  canceled Deemed to Reject               Intercompany    Class 7                    and released, or otherwise addressed at the option or Unimpaired /                  Claims                              of  the  Debtors  in  consultation  with  the  Required Deemed to                               Consenting  Creditors  and  Requisite  Backstop  Accept                              Parties.                              Intercompany  Interests  shall  receive  no  recovery Impaired /               Intercompany                               or  distribution  and  be  Reinstated  solely  to  the Deemed to Reject               Interests Other    Class 8                    extent  necessary  to  maintain  the  Debtors’ or Unimpaired /                  Than in                               corporate structure.                           Deemed to                Windstream                                                                               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  Unexpired Leases           that 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  Termination of Interests   otherwise 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                                               9





 






                     GENERAL PROVISIONS REGARDING THE PLAN                            accepted  the  Plan.   The  Confirmation  Order  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                                              10





 






                     GENERAL PROVISIONS REGARDING THE PLAN                            other occurrence taking place 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                                              11





 






                     GENERAL PROVISIONS REGARDING THE PLAN                            Effective Date, and notwithstanding an indication of a 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                                              12





 






                     GENERAL PROVISIONS REGARDING THE PLAN                            collectively,  and  in  each  case  in  its  capacity  as  such:  (a)  the  Debtors;                             (b) any 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,                                              13





 






          OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING                            attorneys, accountants, 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                                              14





 






OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING                            with any disposition or transfer of assets contemplated under                             the Plan, shall not be subject to any stamp, real estate transfer,                             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                                    15





 






          OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING                                 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 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 2  Redline





 






                                                               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                                                    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                          thereafter.   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  $2,050  million  in  term  loans  (the                                “Required  Exit  Facility  Term  Loans”),  (b)  will include  $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,  and  (c)  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  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                                          2 





 






               GENERAL PROVISIONS REGARDING THE RESTRUCTURING                         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 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. (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.,                                          4 





 






                 GENERAL PROVISIONS REGARDING THE RESTRUCTURING                          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                          $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.                                          5 





 






                 GENERAL PROVISIONS REGARDING THE RESTRUCTURING   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  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 N/A                            in cash.                            On  the Plan Effective  Date, each  holder  of  an             Administrative    N/A                     Allowed  Administrative  Claim  shall  receive N/A                Claims                            payment in full in cash.                            On  the Plan Effective  Date,  each  holder  of  an              Priority Tax  Allowed  Priority  Tax  Claim  shall  receive    N/A                                                                  N/A                Claims      treatment  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                            Parties:   (a)  payment  in  full  in  cash;  (b) the Unimpaired /             Other Secured   Class 1                  collateral  securing  its  Allowed  Other  Secured Deemed to                Claims                            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.                            Each  holder  of  an  Allowed  Other  Priority  Claim Unimpaired /             Other Priority   Class 2                  shall receive treatment in a manner consistent with Deemed to                Claims                            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                            equal  to  the  sum  of  (i)  the  Distributable  Exit   Class 3  First Lien Claims                            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 Entitled to Vote             Midwest Notes   Class 4                  pro rata share of the Midwest Notes Exit Facility                Claims                            Term  Loans,  the  principal  amount  of  which  shall                            in no event exceed $100 million.                            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   Class 5                  Claims.                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 equal to $0.00125 for each $1.00 of such             Obligor General Allowed General Unsecured Claims.         Impaired /   Class 6A            Unsecured Claims If holders of Allowed General Unsecured Claims Entitled to Vote                            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 any Obligor Debtor shall receive treatment                            consistent  with  section  1129(a)(7)  of  the                            Bankruptcy Code.                                          7 





 






        TREATMENT OF CLAIMS AND INTERESTS OF THE DEBTORS UNDER THE PLAN                                                                      Impairment /  Class No.   Type of Claim                Treatment                                                                        Voting                            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              Non-Obligor   Debtors’  or  Reorganized  Debtors’  business,  each Unimpaired /   Class 6B     General     holder  of  an  Allowed General  Unsecured  Claim Deemed to            Unsecured Claims against  any  Non-Obligor  Debtor shall,  at  the Accept                            election  of the  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 /                            distributed,  contributed,  set  off,  settled,  canceled Deemed to Reject              Intercompany   Class 7                  and released, or otherwise addressed at the option or Unimpaired /                Claims                            of  the  Debtors  in  consultation  with  the  Required Deemed to                            Consenting  Creditors  and  Requisite  Backstop Accept                            Parties.                            Intercompany  Interests  shall  receive  no  recovery Impaired /              Intercompany                            or  distribution  and  be  Reinstated  solely  to  the Deemed to Reject             Interests Other   Class 8                  extent  necessary  to  maintain  the  Debtors’ or Unimpaired /                Than in                            corporate structure.                      Deemed to              Windstream                                                                        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  Unexpired Leases        that 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  Termination of Interests otherwise 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                                          9 





 






                       GENERAL PROVISIONS REGARDING THE PLAN                          accepted  the  Plan.   The  Confirmation  Order  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                                          10 





 






                       GENERAL PROVISIONS REGARDING THE PLAN                          other occurrence taking place 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                                          11 





 






                       GENERAL PROVISIONS REGARDING THE PLAN                          Effective Date, and notwithstanding an indication of a 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                                          12 





 






                       GENERAL PROVISIONS REGARDING THE PLAN                          collectively,  and  in  each  case  in  its  capacity  as  such:  (a)  the  Debtors;                          (b) any 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,                                          13 





 






             OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING                          attorneys, accountants, 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                                          14 





 






                OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING                          with any disposition or transfer of assets contemplated under                          the Plan, shall not be subject to any stamp, real estate transfer,                          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                                 15 





 






             OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING                              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 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 3  Form of Signature Page





 






                      Consenting Creditor Signature Page to                       the Chapter 11 Plan Support Agreement  [CONSENTING CREDITOR]  _____________________________________ 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