settlementagreement






                                                                      Exhibit 10.4                                                              EXECUTION VERSION                             SETTLEMENT AGREEMENT          This SETTLEMENT  AGREEMENT (together with all exhibits and schedules attached  hereto, which includes, without limitation, the Term Sheet attached hereto as Exhibit A   (the “Term Sheet”),1 as each may be amended, restated, supplemented, or otherwise modified   from time to time in accordance with the terms hereof, this “Agreement”) is made and entered   into as of April 20, 2020 by and among (a) Windstream Holdings, Inc. (“Holdings”), Windstream   Services, LLC (“Services”), and each of their direct and indirect subsidiaries listed on Schedule 1   hereto (each a “Debtor” or “Windstream Entity”) and, collectively, the “Debtors” or   “Windstream”); and (b) Uniti Group Inc. (“Uniti Group”) and each of its direct and indirect   subsidiaries listed on Schedule 2 hereto (each, a “Uniti Entity” and, collectively, the “Uniti   Entities” or “Uniti”).  This Agreement collectively refers to the Debtors and the Uniti Entities as   the “Parties” and to each individually as a “Party” to this Agreement.                                     RECITALS          WHEREAS,   Holdings and certain Uniti Entities are party to that certain Master Lease   dated April 24, 2015 (as amended pursuant to that certain Amendment No. 1 to Master Lease dated   February 12, 2016, the “Master Lease”);          WHEREAS, Holdings, Services, and certain Uniti Entities are party to that certain   Separation and Distribution Agreement dated April 24, 2015 (the “Separation and Distribution   Agreement”);          WHEREAS, on February 25, 2019, each of the Debtors commenced cases (the “Chapter   11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the   United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”);          WHEREAS, on July 25, 2019, Holdings and Services initiated an adversary proceeding   styled Windstream Holdings, Inc. and Windstream Services, LLC v. Uniti Group, Inc. et al., Case   No. 19-08279 (RDD) (the “Adversary Proceeding”) by filing a complaint against the Uniti   Entities named therein;          WHEREAS, on July 30, 2019, the Bankruptcy Court entered the Order Appointing a   Mediator [Docket No. 874] appointing the Honorable Shelley C. Chapman to serve as mediator   and to conduct nonbinding mediation among certain parties in interest;          WHEREAS, on January 22, 2020, Holdings and Services filed an amended complaint (the   “Amended Complaint”) against the Uniti Entities named therein;          WHEREAS, on February 3, 2020, certain Uniti Entities filed an answer to the Amended   Complaint (the “Answer”) and brought counterclaims against Holdings and Services and third   party claims against certain other Windstream Entities;     1  Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Term Sheet or    pursuant to Section 101 of the Bankruptcy Code. 





 






       WHEREAS, litigation of the claims, counterclaims, and third party claims in the   Adversary Proceeding to judgment will result in significant expenditures and allocation of   resources by both Windstream and Uniti;          WHEREAS, the Parties have engaged in arm’s length, good faith discussions with the   objective of settling any and all claims and causes of action between Windstream and Uniti,   including through mediation with Judge Chapman;          WHEREAS, to avoid any further expenditure of time, effort and money and the   uncertainty attendant to litigation, the Parties desire fully and finally to compromise, settle and   resolve all claims, counterclaims, and third party claims asserted in the Adversary Proceeding or   otherwise relating in any way to the subject matter of the Adversary Proceeding upon the terms   and conditions set forth herein (the “Settlement”), subject to approval of this Agreement by the   Bankruptcy Court and satisfaction of the other terms and conditions set forth herein;           WHEREAS, on March 2, 2020, the Debtors, the Uniti Entities, and certain holders of, or   investment advisors, sub-advisors, or managers of discretionary accounts that hold, Claims against   the Debtors, executed a Plan Support Agreement (the “Plan Support Agreement”) memorializing   the Parties’ agreement to pursue the Settlement;          NOW, THEREFORE, in consideration of the covenants and agreements contained   herein, and for other valuable consideration, the receipt and sufficiency of which is hereby   acknowledged, each Party, intending to be legally bound hereby, agrees as follows:                                    AGREEMENT                   Recitals.  Each of the recitals is incorporated by reference and made part of  this Agreement.                   Exhibits and Schedules Incorporated by Reference.  Each of the exhibits and  schedules attached hereto, and any exhibits and schedules to such exhibits and schedules,  (collectively, the “Exhibits and Schedules”) is expressly incorporated herein and made a part of   this Agreement, and all references to this Agreement shall include the Exhibits and Schedules.  In   the event of any inconsistency between this Agreement (without reference to the Exhibits and   Schedules) and the Exhibits and Schedules, this Agreement (without reference to the Exhibits and   Schedules) shall govern.                   Agreement Effective Date.  This Agreement shall become effective, and the  obligations contained herein shall become binding upon the Parties (subject to all applicable terms  and conditions hereof), upon the first date (the “Agreement Effective Date”) that (a) this   Agreement has been executed and delivered by each Debtor and each Uniti Entity and (b) the   Bankruptcy Court has entered an order, in form and substance reasonably acceptable to the Debtors   and the Uniti Entities, approving the Settlement and this Agreement and authorizing the Debtors   to enter into and perform their obligations under this Agreement (the “9019 Order”).                   Definitive Documentation.                                             2 





 






       (a)  The definitive documents and agreements governing the Settlement (each,  a “Definitive Document” and, collectively, the “Definitive Documentation”) shall include:   (i) this Agreement, (ii) the Lease Splitter Agreement, (iii) the CLEC Master Lease (the  “CLEC Lease”), (iv) the ILEC Master Lease (the “ILEC Lease”), (v) the Asset Purchase   Agreement (the “APA”) and any ancillary documents supporting the APA, (vi) documentation   necessary or desirable to effectuate the Equipment Loan Program, (vii) any amendments to the  Master Lease necessary or desirable to effectuate the transactions contemplated by the Term Sheet  as mutually agreed by the Parties, (viii) the Debtors’ motion seeking approval of the Settlement  and this Agreement and authorization for the Debtors to enter into and perform their obligations  under this Agreement and all Definitive Documentation filed at Docket No. 1558 (the  “9019   Motion”), (ix) the 9019 Order, (x) any and all other documents required, necessary, or desirable   to implement the Settlement, including any tax or other legal opinions, and (xi) any other motions   seeking to implement any of the foregoing clauses (i) through (x) and any pleadings related thereto.          (b)  The Definitive Documentation is subject to negotiation and shall, upon completion,  contain terms, conditions, representations, warranties, and covenants consistent with the terms of  this Agreement and the Plan Support Agreement and shall be in form and substance reasonably  acceptable to the Debtors, the Uniti Entities, and the Required Consenting Creditors.                   Commitments of the Parties.            (a)  Effective as of the Agreement Effective Date, each of the Parties, severally and not  jointly, hereby covenants and agrees to:                 (i)     promptly take all actions necessary in order to stay and hold in abeyance                    the prosecution of any and all claims, counterclaims, and third party claims                    in the Adversary Proceeding (to the extent such claims, counterclaims, and                    third party claims have not been previously stayed and held in abeyance or                    as necessary to continue such stay), pending the first to occur of (A) the                    Settlement Effective Date, (B) if the Bankruptcy Court denies the 9019                    Motion, the first date on which an appellate court affirms the Bankruptcy                    Court’s denial of the 9019 Motion and such decision is not subject to further                    appeal, or (C) if the Bankruptcy Court approves the 9019 Motion but its                    decision is reversed on appeal, the first date on which such reversal is not                    subject to further appeals; provided that the Parties expressly agree that the                    Debtors and Uniti shall be permitted to file pleadings (including responses                    to any pleadings) in connection with the Settlement or this Agreement, and                    the Debtors and Uniti expressly reserve the right to file such responses;                 (ii)     cooperate with each other in good faith and coordinate their activities (to                    the extent reasonably practicable) concerning the implementation and                    consummation of the Settlement, including, without limitation, with respect                    to regulatory filings, discussions regarding financings related to this                    Agreement and the Settlement, and opinions to be issued, provided that this                    Section 5(a)(ii) shall not override Section 6(a)(iv)-(v) hereof;                                           3 





 






             (iii)     negotiate in good faith and use commercially reasonable efforts to execute                     and deliver the Definitive Documentation;                 (iv)     negotiate in good faith revisions to this Agreement and the Settlement,                     including revisions to the Definitive Documentation, if necessary to enable                     the issuance of the True Lease Opinions and/or the REIT Opinion;                 (v)     use reasonable efforts to support, take all steps necessary to consummate                     and implement, and facilitate the consummation and implementation of the                     Settlement; and                (vi)     use reasonable efforts to obtain any and all required regulatory and third-                    party approvals for the implementation of the Settlement.          (b)   Effective as of the Agreement Effective Date, each of the Parties hereby covenants   and agrees that it shall not, directly or indirectly:                 (i)     object to, delay, impede, or take any other action to interfere with or that is                     inconsistent with, or is intended or could reasonably be expected to interfere                     with, delay, or impede the approval, consummation, or implementation of                    the Settlement;                 (ii)     file any motion, pleading, or other document with the Bankruptcy Court or                    any other court (including any modifications or amendments thereof) that,                    in whole or in part, is not materially consistent with this Agreement.         (c)   In addition to each Debtor’s other obligations hereunder, effective as of the  Agreement Effective Date, each of the Debtors hereby covenants and agrees to:                 (i)     if any legal or structural impediment arises that would prevent, hinder, or                    delay the consummation and implementation of the Settlement, take all                    steps reasonably necessary to address any such impediment;                 (ii)     timely file a formal objection to any motion or other pleading filed with the                    Bankruptcy Court by any person seeking relief that (A) is inconsistent with                    this Agreement in any material respect or (B) would, or could reasonably                    be expected to, delay, impede, or interfere with the purposes of this                    Agreement, including, without limitation, any motion or pleading that seeks                    to assert any claim or cause of action that would be a Released Claim if                    brought by any of the Parties;                (iii)     if the Bankruptcy Court denies the 9019 Motion, timely appeal such denial;                (iv)     if the 9019 Motion is granted but subsequently reversed on appeal, timely                    appeal such reversal;                 (v)     not reject the Master Lease pursuant to section 365 of the Bankruptcy Code                    in the Chapter 11 Cases; and                                          4 





 






             (vi)     continue to make payments under the Master Lease in the ordinary course                    and in accordance with prepetition practice as they come due.         (d)   Notwithstanding the foregoing, nothing in this Agreement shall prohibit any Party  from enforcing any right, remedy, condition, consent, or approval requirement under this  Agreement or any Definitive Document; provided that, in each case, any such action is not  inconsistent with such Party’s obligations hereunder or in such Definitive Document, as  applicable.                    Settlement Effective Date.            (a)  The Settlement shall become effective, consummated, and binding upon the Parties  upon the first date (the “Settlement Effective Date”) that the following conditions have been   satisfied (each, a “Condition Precedent”):                 (i)     Agreement Effective Date.  The Agreement Effective Date has occurred;                 (ii)     9019 Order.  The 9019 Order has (A) not been reversed, stayed, modified                    or amended and (B)(x) any appeal that has been taken with respect to the                    9019 Order has been finally determined or dismissed or (y) the time to                    appeal or seek reconsideration of the 9019 Order has expired by reason of                    statute or otherwise and no appeal or petition for review, certiorari or                    reconsideration of the 9019 Order has been taken or is pending (or if such                    appeal or petition has been granted, it has been finally decided), as a result                    of which the 9019 Order has become final in accordance with applicable                    law (provided that this Section 6(a)(ii) may be waived by Uniti in its sole                    discretion);                (iii)     Execution of Definitive Documentation.  The Definitive Documentation                    described in Sections 4(a)(i) through (vii) and (x) has been executed and                     delivered by each of the parties thereto;                (iv)     True Lease Opinions.  Uniti has received opinions to the effect that each of                    the CLEC Lease and the ILEC Lease “should” be a “true lease” for U.S.                    federal income tax purposes from a nationally recognized accounting or law                    firm of Uniti’s choice (such opinions, the “True Lease Opinions” and,                     such accounting or law firm, the “Uniti Tax Advisor”); provided that if the                     Uniti Tax Advisor determines that it cannot deliver the True Lease                     Opinions, and Windstream, after consultation with its advisors, believes that                     the True Lease Opinions should be able to be delivered, the issue shall be                     submitted for consideration to a nationally recognized law firm or                     accounting firm that is mutually acceptable to both Uniti and Windstream                     (the “Alternative Tax Advisor”)2 and, if such Alternative Tax Advisor                                                                2 It is understood and agreed that (a) if the Uniti Tax Advisor has not delivered the True Lease Opinions by June 1,    2020, then the Alternative Tax Advisor will commence its work at such time; and (b) if the Uniti Tax Advisor has    not delivered the True Lease Opinions by July 30, 2020 for any reason, the Alternative Tax Advisor may deliver                                          5 





 






                  agrees to issue U.S. federal income tax opinions to the effect that each of                    the CLEC Lease and the ILEC Lease “should” constitute a “true lease,” then                    such opinions shall be treated as the True Lease Opinions satisfying this                    condition; provided, further, that the Uniti Tax Advisor or Alternative Tax                   Advisor, as the case may be, shall assume, for purposes of providing the                   True Lease Opinions, that a calculation of renewal rent based on an                   approach consistent with Exhibit E to the ILEC Lease or CLEC Lease                   would constitute the rental price that a willing renter and a willing landlord,                   with neither being required to act, and both having reasonable knowledge                   of the relevant facts, would agree to (i.e., fair market value rent) for the                   relevant renewal term, with such assumption based upon and assuming the                   delivery of representations, from each of Uniti and the Debtor,reasonably                   acceptable to the Uniti Tax Advisor or Alternative Tax Advisor, as the case                   may be, to such effect;                (v)     REIT Opinion.  Uniti has received an opinion from a nationally-recognized                    accounting or law firm of its choice (the “Uniti REIT Advisor”) to the                    effect that Uniti Group will, after the effectiveness of all of the transactions                    contemplated herein, continue to meet the requirements for qualification                    and taxation as a REIT for the year in which this Agreement becomes                    effective, and that Uniti Group’s then current method of operation,                    including the future effect of the transactions contemplated herein, will                    enable it to continue to meet the requirements for qualification and taxation                    as a REIT (a “REIT Opinion”); provided that if the Uniti REIT Advisor                    determines that it cannot deliver the REIT Opinion, and Windstream, after                    consultation with its advisors, believes that the REIT Opinion should be                    able to be delivered, the issue shall be submitted for consideration to a                   nationally recognized law firm that is mutually acceptable to both Uniti and                   Windstream and that has agreed to act prospectively as Uniti’s advisor on                   REIT qualification matters (the “Alternative REIT Advisor”) 3 and, if such                    Alternative REIT Advisor agrees to issue an opinion to the effect that Uniti                    Group will, after the effectiveness of all of the transactions contemplated                    herein, continue to meet the requirements for qualification and taxation as                    a REIT for the year in which this Agreement becomes effective, and that                   Uniti Group’s then current method of operation, including the future effect                   of the transactions contemplated herein, will enable it to continue to meet                   the requirements for qualification and taxation as a REIT, then such opinion                    shall be treated as the REIT Opinion satisfying this condition;                                                               the True Lease Opinions on July 31, 2020, without regard to whether the Uniti Tax Advisor has determined that it   cannot deliver the True Lease Opinions.  3 It is understood and agreed that (a) if the Uniti REIT Advisor has not delivered the REIT Opinion by June 1, 2020,   then the Alternative REIT Advisor will commence its work at such time; and (b) if the Uniti REIT Advisor has not   delivered the REIT Opinion by July 30, 2020 for any reason, the Alternative REIT Advisor may deliver the REIT   Opinion on July 31, 2020, without regard to whether the Uniti REIT Advisor has determined that it cannot deliver   the REIT Opinion.                                         6 





 






             (vi)     Approvals.  The Parties shall have obtained all authorizations, consents,                    regulatory approvals, rulings, and documents that are necessary to                    implement and effectuate the Settlement; and                (vii)     Cash Payments.  Uniti shall have paid the APA Purchase Price (as defined                    below) and the IRU Purchase Price (as defined below) to the Windstream                    Entity or Entities designated by the mutual agreement of the Debtors, the                    Required Consenting First Lien Creditors, and the Requisite Backstop                    Parties (as defined in the Backstop Commitment Agreement).                   Dismissal of Litigation; Withdrawal of Proofs of Claim.            (a)  Within two business days of the Settlement Effective Date, the Parties agree to file   all motions and other papers, including under Federal Rule of Bankruptcy Procedure 7041, and   take any other steps reasonably necessary or desirable to cause the Adversary Proceeding   (including, for the avoidance of doubt, all claims and counterclaims raised therein) to be dismissed   with prejudice and without fees or costs to any Party; provided that the foregoing dismissal shall   have no further force and effect (i) if this Agreement is terminated in accordance with Section 16  or (ii) if the releases set forth in Section 11 of this Agreement are reversed, stayed, modified,  amended, or otherwise impacted, in each case in a manner that renders such releases ineffective in  whole or in material part, for any reason and without the written consent of the Uniti Entities, and  if the requirements of Section 17(x) and (y) are otherwise satisfied.         (b)   Within two business days of the Settlement Effective Date, Uniti agrees to  withdraw all proofs of claim filed by Uniti in the Chapter 11 Cases.  The Debtors acknowledge  and agree that Uniti shall be permitted to re-file all proofs of claim (i) if this Agreement is   terminated in accordance with Section 16 or (ii) if the releases set forth in Section 11 of this  Agreement are reversed, stayed, modified, amended, or otherwise impacted, in each case in a  manner that renders such releases ineffective in whole or in material part, for any reason and  without the written consent of the Uniti Entities and if the requirements of Section 17(x) and (y)  are otherwise satisfied.                   Cash Payments.          (a)  Subject to and conditioned upon the execution of the Definitive Documentation  required, necessary, or desirable to implement the Settlement, Uniti hereby commits to pay to the  Windstream Entity or Entities designated by the mutual agreement of the Debtors, the Required  Consenting First Lien Creditors, and the Requisite Backstop Parties (as defined in the Backstop  Commitment Agreement) (i) $244,549,865.10 (the “APA Purchase Price”) on the Settlement   Effective Date, which payment shall be made pursuant to the Asset Purchase Agreement,   (ii) $40,000,000.00 (the “IRU Purchase Price”) on the Settlement Effective Date, which payment   shall be made pursuant to the IRU Agreement and (iii) $490,109,111.00 (the “Cash   Consideration”) in twenty equal installments of $24,505,455.55 (the “Installment Payments”),   with the first Installment Payment occurring on the fifth business day of the month that follows   the Settlement Effective Date and each subsequent Installment Payment occurring on the fifth   business day of the month that is three months after the month in which the previous Installment   Payment was made.  The APA Purchase Price and IRU Purchase Price will constitute consideration                                           7 





 






 for the Acquired Assets and the reversion of Windstream’s exclusive right to use the UOWL fiber   strand miles unless such amounts are materially inconsistent with the appraisal of such assets.          (b)  On or after the first anniversary of the Settlement Effective Date, Uniti shall have  the right at any time and from time to time to prepay the outstanding amount of the Cash  Consideration, in whole or in part, with a prepayment discount equal to 9% per annum, consistent  with Exhibit B.  If Uniti elects to prepay an Installment Payment, Uniti shall identify the date upon   which the Installment Payment is due, and remit to Windstream an amount equal to the Installment   Payment amount discounted back to the date upon which prepayment will be furnished using a 9%   discount rate based upon a 365 day calendar year.                   Exit Financing as of Emergence.  As of the date the Debtors emerge from  chapter 11, on a pro forma basis giving effect to the Debtors’ emergence (including the repayment,  discharge, or extinguishment of any Indebtedness (as defined in the Term Sheet) and the incurrence  of any new Indebtedness), Windstream’s total leverage ratio (as defined in the Term Sheet) will  not exceed 3.00x.  For the avoidance of doubt, for the foregoing test, amounts payable in cash on  account of contract cures, lease cures, administrative expenses, and/or amounts to be paid to  holders of allowed general unsecured claims after emergence, in each case payable upon  completion of the applicable claims resolution process before the Bankruptcy Court, shall not be  considered Indebtedness.                    Debtors’ Stipulations and Agreements.          (a)  The 9019 Order shall include, among other things, the stipulations contained in  paragraph B of the proposed order attached as Exhibit A to the 9019 Motion (collectively, the  “Debtor Stipulations”) (it being acknowledged and agreed by each of the Parties that satisfaction   of the requirements of this Section 10 is a condition precedent to the Agreement Effective Date).          (b)  Effective as of the Settlement Effective Date (it being understood that if the  Settlement Effective Date does not occur, the Debtors’ agreements contained in this Section 10(b)  shall not be binding on the Debtors and shall not be admissible for any purpose in any judicial or  administrative proceeding), the Debtors, on behalf of themselves, their estates, any of their  respective past, present and future predecessors, and any of the Windstream Successors (as defined  below), agree not to commence or continue any claim or cause of action, or otherwise take any  position in any judicial proceeding, administrative proceeding, or other proceeding the Bankruptcy  Court, in any federal or state court, or in any other court, arbitration proceeding, administrative  agency, or other forum in the United States or elsewhere, in each case that is in any way  inconsistent with the position that the Master Lease is a true lease transaction in which the Uniti  Parties leased the Leased Property (as defined in the Master Lease) to Holdings pursuant to the  Master Lease, or that is in any other way inconsistent with the Settlement (such agreements,  collectively, the “Debtor Agreements”).                    Releases.            (a)  Effective as of the Settlement Effective Date, for good and valuable consideration,  the receipt and sufficiency of which are hereby acknowledged, including the obligations and  contributions of the Parties under this Agreement and the Definitive Documentation, to the fullest                                           8 





 






 extent permissible under applicable law (as such law may be extended or integrated after the   Settlement Effective Date), each of the Windstream Release Parties 4 on behalf of themselves, their  respective successors, assigns, and representatives (including, for the avoidance of doubt and  without limitation, (i) each reorganized Debtor and any other successor of any Debtor existing on  or after the date on which such Debtor’s plan of reorganization becomes effective, (ii) any  reorganized Debtor in its capacity as a debtor or debtor-in-possession in a subsequent bankruptcy  case or any other context, (iii) any trustee acting or seeking to act on behalf of the estates of any  of the Debtors or any of their successors in this or any subsequent bankruptcy case or any other  context, and/or (iv) any litigation or other trustee acting or seeking to act on behalf of any of the  Debtors or any of their successors in this or any subsequent bankruptcy case or in any other  context), and any and all other Entities who may assert or purport to assert any claim or cause of  action, directly or derivatively, by, through, for, or because of any Windstream Release Party  (collectively, the “Windstream Successors”), hereby conclusively, absolutely, unconditionally,   irrevocably, and forever waives, releases, acquits, and discharges each of the Uniti Release Parties5  from any and all claims, interests, obligations, rights, suits, damages, causes of action, remedies,  and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or  hereinafter arising, in law, equity, or otherwise, including any derivative claims, asserted or  assertable on behalf of any of the Debtors or their estates, that such Entity would be or 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 Windstream Entities, the business and contractual  arrangements between any Windstream Entity and any Uniti Entity, the Debtors’ in- or out-of-- court restructuring efforts, intercompany transactions, the Uniti Arrangement and any transactions  related thereto, the Master Lease and any and all other payments made, investments undertaken,  or value transfers of any kind, in each case that flowed from any Windstream Entity to any Uniti  Entity (regardless of whether any such party is or is not a party to the Master Lease or any other  agreement to use the MLA Leased Property), the Separation and Distribution Agreement and the  other 2015 Sale Documents, this Agreement, the Definitive Documentation, the Settlement and  any transactions related thereto, the Chapter 11 Cases and the filing thereof, the transfer of certain  assets and property and the assignment of certain executory contracts to Uniti pursuant to the                                                               4 “Windstream Release Parties” means, collectively, and in each case solely in its capacity as such, (i) the Debtors,    (ii) the Debtors’ estates, (iii) any current and former Affiliates of the Debtors, and (iv) each of the Debtors’ and    their current and former Affiliates’ current and former directors, managers, officers, equity holders (regardless of    whether such interests are held directly or indirectly), predecessors, successors, assigns, Affiliates, managed    accounts or funds, and each of their respective current and former equity holders, officers, directors, managers,    principals, shareholders, members, management companies, fund advisors, employees, agents, advisory board    members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and    other professionals.   5 “Uniti Release Parties” means, collectively, and in each case solely in its capacity as such, (i) the Uniti Entities,    (ii) any current and former Affiliates of the Uniti Entities (other than the Debtors), and (iii) each of the Uniti Entities’    and their current and former Affiliates’ (other than the Debtors’) current and former directors, managers, officers,    equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors,    assigns, Affiliates, managed accounts or funds, and each of their respective current and former equity holders,    officers, directors, managers, principals, shareholders, members, management companies, fund advisors,    employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment    bankers, consultants, representatives, and other professionals.  The Windstream Release Parties and Uniti Release    Parties, in their capacities as parties providing releases, are together referred as the “Releasing Parties” herein and    the Windstream Release Parties and the Uniti Release Parties, in their capacities as parties receiving releases, are    together referred as the “Released Parties” herein.                                          9 





 






 Assignment Agreement, APA, and other Definitive Documentation, the formulation, preparation,   dissemination, negotiation, filing, or consummation of the Uniti Arrangement, Master Lease, the   Separation and Distribution Agreement and the other 2015 Sale Documents, this Agreement, the   Settlement, or the Definitive Documentation, or any transaction, contract, instrument, release, or   other agreement or document created or entered into in connection with the Uniti Arrangement,   Master Lease, the Separation and Distribution Agreement and the other 2015 Sale Documents, this   Agreement, the Settlement, or any of the Definitive Documentation, the pursuit of the Uniti   Arrangement, the 9019 Order, or the Settlement, the administration and implementation of the   Settlement, or upon any other act or omission, transaction, agreement, event, or other occurrence   taking place or existing on or before the Settlement Effective Date (collectively, the “Windstream   Released Claims”).  For the avoidance of doubt and without limiting the scope of the foregoing,   the Windstream Released Claims shall include all claims, interests, obligations, rights, suits,   damages, causes of action, remedies, and liabilities whatsoever that were or could have been   asserted in the Adversary Proceeding, that arise from or relate to, in whole or in part, any other  transactions, occurrence, or facts described or alleged in the Amended Complaint or the Answer,  any claim to characterize the Master Lease as anything other than a true lease or the Uniti   Arrangement as anything other than a true sale transaction and a true lease transaction, any claim   by any party to characterize the ILEC Lease and/or the CLEC Lease as anything other than a true   lease at any time including in any future bankruptcy or any other context, and any other claims,   interests, obligations, rights, suits, damages, causes of action, remedies, and liabilities that are   inconsistent with the Debtor Stipulations or the Debtor Agreements.          (b)  Effective as of the Settlement Effective Date, for good and valuable consideration,  the receipt and sufficiency of which are hereby acknowledged, including the obligations and  contributions of the Parties under this Agreement and the Definitive Documentation, to the fullest  extent permissible under applicable law (as such law may be extended or integrated after the  Settlement Effective Date), each of the Uniti Release Parties, on behalf of themselves, their  respective successors, assigns, and representatives, and any and all other Entities who may assert  or purport to assert any claim or cause of action, directly or derivatively, by, through, for, or  because of any Uniti Release Party hereby conclusively, absolutely, unconditionally, irrevocably,  and forever waives, releases, acquits, and discharges each of the Windstream Release Parties from  any and all claims, interests, obligations, rights, suits, damages, causes of action, remedies, and  liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter  arising, in law, equity, or otherwise, including any derivative claims, asserted or assertable on  behalf of any of the Debtors or their estates, that such Entity would be or 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 Windstream Entities, the business and contractual  arrangements between any Windstream Entity and any Uniti Entity, the Debtors’ in- or out-of-- court restructuring efforts, intercompany transactions, the Uniti Arrangement and any transactions  related thereto, the Master Lease and any and all other payments made, investments undertaken,  or value transfers of any kind, in each case that flowed from any Windstream Entity to any Uniti  Entity (regardless of whether any such party is or is not a party to the Master Lease or any other  agreement to use the MLA Leased Property), the Separation and Distribution Agreement and the  other 2015 Sale Documents, this Agreement, the Definitive Documentation, the Settlement and  any transactions related thereto, the Chapter 11 Cases and the filing thereof, the transfer of certain  assets and property and the assignment of certain executory contracts to Uniti pursuant to the  Assignment Agreement, APA, and other Definitive Documentation, the formulation, preparation,                                         10 





 






 dissemination, negotiation, filing, or consummation of the Uniti Arrangement, Master Lease, the   Separation and Distribution Agreement and the other 2015 Sale Documents, this Agreement, the   Settlement, or the Definitive Documentation, or any transaction, contract, instrument, release, or   other agreement or document created or entered into in connection with the Uniti Arrangement,   Master Lease, the Separation and Distribution Agreement and the other 2015 Sale Documents, this   Agreement, the Settlement, or any of the Definitive Documentation, the pursuit of the Uniti   Arrangement, the 9019 Order, or the Settlement, the administration and implementation of the   Settlement, or upon any other act or omission, transaction, agreement, event, or other occurrence   taking place or existing on or before the Settlement Effective Date (collectively, the “Uniti   Released Claims” and, together with the Windstream Released Claims, the “Released Claims”).    For the avoidance of doubt and without limiting the scope of the foregoing, the Uniti Released   Claims shall include all claims, interests, obligations, rights, suits, damages, causes of action,   remedies, and liabilities whatsoever that were or could have been asserted in the Adversary   Proceeding, that arise from or relate to, in whole or in part, any other transactions, occurrence, or   facts described or alleged in the Amended Complaint or the Answer or any claim to characterize   the Master Lease as anything other than a true lease or the Uniti Arrangement as anything other   than a true sale transaction and a true lease transaction, any claim by any party to characterize the   ILEC Lease and/or the CLEC Lease as anything other than a true lease at any time including in   any future bankruptcy or any other context, and any other claims, interests, obligations, rights,   suits, damages, causes of action, remedies, and liabilities that are inconsistent with the Debtor   Stipulations or the Debtor Agreements.          (c)  The releases set forth herein are intended to release known and unknown claims as  described herein.  The Parties know that presently unknown or unappreciated facts could  materially affect the claims or defenses of the Parties relating to the issues being settled in this  Agreement and the desirability of entering into this Agreement.  It is nevertheless the intent of the  Parties to give the full and complete releases provided in Sections 11(a) and (b) of this Agreement.   To that end, the Parties expressly waive and relinquish any and all provisions, rights, and benefits  conferred by any law of the United States or of any state or territory of the United States or of any  other relevant jurisdiction, or principle of common law, that is similar, comparable or equivalent  to Section 1542 of the California Civil Code.  The Parties acknowledge that they have been advised  by legal counsel and are familiar with the provisions of California Civil Code Section 1542, which  provides as follows:         A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE        CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO        EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE        RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE        MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE        DEBTOR OR RELEASED PARTY.   The Parties, being aware of California Civil Code Section 1542, hereby expressly, knowingly, and  intentionally waive any rights they may have thereunder, as well as under any other statute or  common law principles of similar effect.  The Parties acknowledge and agree that this waiver has  been separately bargained for and is an essential and material term of this Agreement, without  which the consideration relating hereto would not have been delivered.                                          11 





 






       (d)  Each of the Releasing Parties hereby agrees and covenants not to, and shall not,  commence or prosecute, or assist or otherwise aid any other entity in the commencement or  prosecution of, whether directly, derivatively or otherwise, any Released Claims.  If any Releasing  Party violates the foregoing covenant, such breaching Releasing Party agrees to pay, in addition  to such other damages sustained by any non-breaching Releasing Party or Released Party as a  result of such violation, all attorneys’ fees and costs incurred by any non-breaching Releasing  Party or Released Party as a result of such violation.         (e)   Notwithstanding the foregoing Sections 11(a) through (d), nothing in this  Agreement is intended to release the Parties’ rights and obligations under this Agreement or any  other Definitive Documentation, nor bar the Parties from seeking to enforce or effectuate this  Agreement or any of the Definitive Documentation.                    Bar Order.  The 9019 Order shall include, among other things, the bar order   and other injunctive provisions contained in paragraphs 6 through 10 of the proposed order   attached as Exhibit A to the 9019 Motion (it being acknowledged and agreed by each of the Parties   that satisfaction of the requirements of this Section 12 is a condition precedent to the Agreement   Effective Date).                    Transfer of Property; Creation of an Express Trust.            (a)  If, at any time or from time to time (whether prior to or after the Settlement  Effective Date), notwithstanding the Debtor Stipulations, the Debtor Agreements, the releases  contained in Section 11 of this Agreement, and the 9019 Order, any Debtor or any Windstream  Successor is deemed, determined, or discovered to have legal title or a beneficial interest in any of  the MLA Leased Property, CLEC Leased Property, or ILEC Leased Property (collectively,  the “Subject Property”), or to otherwise have any right or interest in the Subject Property   exceeding a tenant’s temporary right of possession and use of the Subject Property upon the terms   and conditions of the Master Lease, CLEC Lease, or ILEC Lease, as applicable, such Debtor or   Windstream Successor, as applicable, shall promptly transfer, or cause to be transferred, such legal   title, beneficial interest, or other rights or interests in the Subject Property to the Uniti Entity or   Uniti Entities designated by Uniti Group.          (b)  Prior to any such transfer or transfers, the Debtors, on behalf of themselves and the   Windstream Successors, agree that such legal title, beneficial interest, or other rights or interests   in the Subject Property are held, and have always been held ab initio (but no earlier than April 24,   2015), by the relevant Debtor or Windstream Successor solely in its capacity as a trustee, and that   such legal title, beneficial interest, or other rights or interests in the Subject Property shall be held   and maintained by the relevant Debtor or Windstream Successor, as trustee, for the sole benefit of,   and in trust for, Uniti, as beneficiary, for (i) the purpose of completing the transfer or transfers   required by Section 13(a) of this Agreement and (ii) a term not to exceed the date on which the   transfer or transfers required by Section 13(a) of this Agreement have been completed.          (c)   The Windstream Release Parties, on behalf of themselves and the Windstream   Successors, (i) represent and warrant that Section 13(b) of this Agreement is intended to, and does,   create a valid trust under the laws of the State of New York and (ii) agree not to take any position  in any judicial proceeding, administrative proceeding, or other proceeding in the Bankruptcy                                          12 





 






 Court, in any federal or state court, or in any other court, arbitration proceeding, administrative   agency, or other forum in the United States or elsewhere, including in any future bankruptcy case   of any of the Debtors or Windstream Successors, in each case that is in any way inconsistent with   the foregoing clause (c)(i).                    Representations.            (a)  Each Party represents and warrants that it (i) has the full power to and is authorized  and empowered to execute and deliver this Agreement and to bind the Party or Parties on whose  behalf it has executed this Agreement (subject, solely in the case of the Debtors, to the approval  of the Bankruptcy Court), (ii) has been represented by counsel, or has had the full opportunity to  be represented by counsel, in connection with entering into this Agreement, (iii) has carefully read  this Agreement and knows and understands the contents thereof, (iv) understands and agrees to all  provisions of this Agreement, and (v) has freely and voluntarily caused the Agreement to be  executed without duress and, except as stated in this Agreement, without reliance upon any  statement, inducement, or representation of any of the Parties or their respective representatives  concerning the nature and extent of any damages or injuries and/or legal liability thereof, (vi) has  ownership and control of the claims, causes of action, and other matters being released sufficient  to grant the releases of those claims, causes of action, and other matters contemplated by this  Agreement, and (vii) has not assigned the claims, issues, causes of action, or other matters alleged  or released and discharged by this Agreement.         (b)   The Debtors and the Uniti Entities each represent that, to its knowledge after  reasonable diligence and consultation with its professional advisors, it is not aware as of the  execution of this Agreement of any fact or circumstance that would prevent the True Lease  Opinions or the REIT Opinion from being rendered in connection with the consummation of the  Agreement, subject to the terms and provisions of the Definitive Documentation and the  conclusions of the Appraiser.                    Amendments, Waivers, and Modifications.  Except as otherwise provided  herein, no supplement, modification, amendment, or waiver of this Agreement shall be binding,  unless executed in writing by the Debtors, the Uniti Entities, and, while the Plan Support  Agreement remains effective, the Required Consenting Creditors.  No waiver of any of the  provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions,  whether or not similar.                     Termination.  This Agreement and the obligations of all Parties hereunder  may be terminated by (i) mutual written agreement of the Debtors and the Uniti Entities, (ii) the  Uniti Entities if the Bankruptcy Court has not entered the 9019 Order by May 11, 2020, or (iii) the  Debtors or the Uniti Entities if Uniti has not received the True Lease Opinion and REIT Opinion  by July 31, 2020, in each case not as a result of the terminating Party’s action or inaction.  In the  event this Agreement is terminated, this Agreement and all other Definitive Documentation shall  be void ab initio and shall have no further force and effect and the status quo ante shall be restored  for each of the Parties; provided, that Sections 14 through 35 of this Agreement shall survive such  termination.  The automatic stay applicable under section 362 of the Bankruptcy Code shall not  prohibit a Party from taking any action or delivering any notice necessary to effectuate the  termination of this Agreement pursuant to and in accordance with the terms of this Agreement.                                         13 





 






                 Reversal.            (a)  If, after the Settlement Effective Date occurs, the releases set forth in Section 11 of  this Agreement are reversed, stayed, modified, amended, or otherwise impacted, in each case in a  manner that renders such releases ineffective in whole or in material part, for any reason and  without the written consent of the Parties (a “Reversal”), then (x) the Debtors shall promptly return   to Uniti any and all payments, investment, or value transfers of any kind that flowed from any   Uniti Entity to any Debtor under this Agreement or any of the Definitive Documentation,   including, but not limited to, transfers with respect to the  APA Purchase Price, the IRU Purchase   Price, Installment Payments, GCIs, and Equipment Loan Program, (y) Uniti shall promptly return   to Windstream any and all payments or value transfers of any kind that flowed from any Debtor to   any Uniti Entity under this Agreement or any of the Definitive Documentation, including, but not   limited to, the reversion of rights to certain UOWL fiber strand miles, the Fiber IRU Acquisition,   and GCI Rent, and (z) subject to and only upon the satisfaction of the requirements in the foregoing   clauses (x) and (y) (provided, that if Windstream or Uniti is unable to satisfy its obligations under   clauses (x) and (y) in cash, such Parties may satisfy such obligations with non-cash assets valued   as mutually agreed by the Parties or as determined by an independent third party appraiser   reasonably acceptable to both Parties), the status quo ante shall be restored for each of the Parties   and each of the Parties shall have the right to pursue litigation of the Released Claims (including   by recommencing the Adversary Proceeding) nothing in this Agreement or the Definitive   Documentation shall be deemed a concession or admission in such litigation, and the Parties will   schedule a trial as soon as reasonably practicable. For the avoidance of doubt, it is understood and   agreed that unless a Reversal occurs in a manner that permits prosecution of Released Claims   against Uniti, Uniti shall not be relieved of its obligations under the Definitive Documentation.          (b)  The automatic stay applicable under section 362 of the Bankruptcy Code shall not  prohibit a Party from taking any action or delivering any notice necessary to effectuate transfers  contemplated by Section 17(a) of this Agreement.                    No Admission.  Except as expressly set forth herein, neither the negotiation,  nor the performance, nor the terms and conditions of this Agreement shall be deemed or construed  to be an admission of wrongdoing, liability, or otherwise by any Party for any purpose.  If the   transactions contemplated by this Agreement are not consummated, or if this Agreement is   terminated for any reason, the Parties fully reserve any and all of their rights pursuant to Federal   Rule of Evidence 408, the mediation and mediation privilege and any applicable state rules.                    Construction.  This Agreement has been jointly drafted by the Parties at arms’  length and each Party has had access to and the opportunity to consult with independent legal  counsel and to comment fully on the Agreement.  No Party shall be deemed to be the drafter of  this Agreement for any purpose.  Accordingly, this Agreement shall be interpreted and construed  in a neutral manner in accordance with the plain meaning of the language contained herein and  shall not be presumptively construed against any Party, and no provision of this Agreement shall  be applied or interpreted by reference to any rule construing provisions against the drafter.                    Governing Law and Jurisdiction.  This Agreement and the rights and duties  of the Parties hereunder will be governed by and construed, enforced and performed in accordance  with the Bankruptcy Code (to the extent applicable) and the laws of the State of New York, without                                         14 





 






 giving effect to the principles of conflicts of laws that would require the application of the law of   any other jurisdiction.  Each Party aggress and consents that the exclusive jurisdiction and venue   for any dispute relating to this Agreement shall be the United States Bankruptcy Court for the   Southern District of New York.                    Waiver of Right to Trial by Jury.  Each of the Parties waives any right to have  a jury participate in resolving any dispute, whether sounding in contract, tort, or otherwise,  between any of the Parties arising out of, connected with, relating to, or incidental to the  relationship established between any of them in connection with this Agreement.  Instead, any  disputes resolved in court shall be resolved in a bench trial without a jury.                    Entire Agreement.  When the Parties execute this Agreement, it, including all  Exhibits and Schedules, shall constitute the entire agreement among the Parties on the subjects  addressed in the Agreement.  All prior and contemporaneous conversations, agreements,  understandings, covenants, representations, and negotiations with respect to the subject matter  hereof are merged in this Agreement and superseded hereby.  No Party has relied on any  representation, warranty, or other undertaking or promise not expressly included in this Agreement  and the Parties disclaim the existence of any and all implied representations, warranties, or other  undertakings or promises not expressly included in this Agreement.  No contrary or supplementary  oral agreement shall be admissible in a court to contradict, alter, supplement, or otherwise change  the meaning of this Agreement.                      Severability.  The substantive provisions of this Agreement are mutually   dependent, integrated, essential, and not severable.                    Survival.  The terms, conditions, representations, and warranties contained in  this Agreement shall survive the execution of this Agreement and the dissolution of any Party, and  shall be fully binding on upon the successors or assigns of each Party, including each of the  Windstream Successors.                    Defense.  So long as this Agreement is not terminated in accordance with its   terms, this Agreement may be pleaded as a full and complete defense to any subsequent action or   other proceeding arising out of, relating to, or having anything to do with, any and all of the claims,   counterclaims, judgments, issues, defenses, or other matters alleged or specifically released and   discharged by this Agreement, except as otherwise provided in the Agreement.                    Conflict.  In the event of any conflict between the terms of this Agreement  and the terms of the 9019 Order, the terms of the 9019 Order shall govern.  In the event of any  conflict between the terms of this Agreement and the terms of the Term Sheet, the terms of this  Agreement shall govern.  In the event of any conflict between the terms of this Agreement and the  terms of the Plan Support Agreement, the terms of this Agreement shall govern.                    Specific Performance.  It is understood and agreed by the Parties that money  damages would be an insufficient remedy for any breach of this Agreement and each non- breaching party shall be entitled to specific performance and injunctive or other equitable relief as  a remedy of any such breach, including, without limitation, an order of the Bankruptcy Court  requiring any Party to comply promptly with any of its obligations hereunder, in each case without                                          15 





 






 any requirement of posting a bond or other undertaking.  Such remedies, however, shall be   cumulative and not exclusive and shall be in addition to any other remedies that the Parties may   have under this Agreement or otherwise.                      Exercise of Remedies.  No failure or delay by any Party in exercising any   right or remedy provided by law under or pursuant to this Agreement shall impair such right or   remedy or be construed as a waiver or variation of it or preclude its exercise at any subsequent   time, and no single or partial exercise of any such right or remedy shall preclude any other or   further exercise of it or the exercise of any other right or remedy.                    Automatic Stay.  The Debtors acknowledge and agree that the exercise of any  right or remedy provided by law under or pursuant to this Agreement or the Definitive  Documentation by any Party during the pendency of the Chapter 11 Cases shall not be a violation  of the automatic stay under section 362 of the Bankruptcy Code and the Debtors shall not take any  action or position inconsistent with such acknowledgement and agreement; provided that nothing  herein shall prejudice any Party’s right to argue that the exercise of any right or remedy was not  proper under the terms of the Agreement or the Definitive Documentation.                    Successors and Assigns.          (a)  This Agreement and all of the terms, conditions and provisions hereof, shall be  binding upon and inure to the benefit of the Parties hereto and their respective employees, agents,  representatives, heirs, successors and assigns, including any trustee appointed in the Chapter 11  Cases, any chapter 7 bankruptcy trustee if the Chapter 11 Cases are converted, any litigation trust  or other estate representative appointed under the Plan, and/or any Windstream Successor.          (b)  This Agreement, and the rights, interests, and obligations hereunder, may not be  assigned by any Party (by operation of law or otherwise) without the express written consent of  the other Parties.  Any attempted or purported assignment in violation of this Section 30 will be  deemed void ab initio.                    No Third-Party Beneficiaries.  Unless expressly stated herein, this  Agreement shall be solely for the benefit of the Parties and no other person or entity shall be a  third-party beneficiary of this agreement.                    Limitation on Assignment.  No Party shall assign its rights or obligations  under this Agreement without the prior consent of the other Parties.                    Expenses and Fees.  Except as otherwise set forth herein, each Party shall be  responsible for the payment of its own fees, expenses, and disbursements and those of its respective  agents, representatives, and counsel that have risen, could have arisen, or that may arise in  connection with the Chapter 11 Cases and the Adversary Proceeding, including fees, expenses,  and disbursements related to this Settlement.                    Title and Headings.  All titles and headings contained in this Agreement are  for convenience of reference only and will not be construed to limit or extend the terms of this  Agreement.                                          16 





 






                 Counterparts.  This Agreement may be executed in multiple counterparts and  any Party hereto may execute any such counterpart, each of which when executed and delivered  shall be deemed to be an original and all of which counterparts taken together shall constitute but  one and the same instrument.  For purposes of this Agreement, facsimile or PDF signatures shall  be deemed originals, and the Parties agree to exchange original signatures as promptly as possible.                    Notices.  All notices, consents, waivers, and other communications under this   Agreement must be in writing and will be deemed to have been duly given (a) when delivered by   hand (with written confirmation of receipt), (b) when sent by email (with read receipt received or   receipt acknowledged by the recipient), (c) one business day following the day sent by reputable   overnight courier (with written confirmation of receipt), or (d) when received by the addressee, if   sent by registered or certified mail (postage prepaid, return receipt requested), in each case to the   appropriate addresses and representatives (if applicable) set forth below (or to such other addresses   and representatives as a Party may designate by notice to the other Parties in accordance with this   section):          (a)  If to the Debtors, then to:               Windstream Holdings, Inc.              Attn: Kristi M. Moody              4001 Rodney Parham Road              Little Rock, AR 72212              Email: kristi.moody@windstream.com                            With a copy (which shall not constitute notice) to:                            Kirkland & Ellis LLP              Attn:  Stephen E. Hessler                    Brad Weiland              601 Lexington Avenue              New York, NY 10022              Email: shessler@kirkland.com                    brad.weiland@kirkland.com         (b)   If to Uniti, then to:               Uniti Group Inc.              Attn: Daniel Heard              10802 Executive Center Drive              Benton Building, Suite 300              Little Rock, AR 72211              Email: daniel.heard@uniti.com                            With a copy (which shall not constitute notice) to:                            Davis Polk & Wardwell LLP              Attn:  Eli Vonnegut                                         17 





 






      Elliot Moskowitz  450 Lexington Avenue  New York, NY 10017  Email: eli.vonnegut@davispolk.com        elliot.moskowitz@davispolk.com                              18 





 






WINDSTREAM HOLDINGS, INC., WINDSTREAM SERVICES, LLC, and each of their direct and  indirect subsidiaries listed on Schedule 1  By:   Name: Kristi Moody    Title: SVP - General Counsel and Corporate Secretary





 






ANS Connect LLC                        PEG Bandwidth LA, LLC  Contact Network, LLC                   PEG Bandwidth MA, LLC  CSL Alabama System, LLC                PEG Bandwidth MD, LLC  CSL Arkansas System, LLC               PEG Bandwidth MS, LLC  CSL Capital, LLC                       PEG Bandwidth NJ, LLC  CSL Florida System, LLC                PEG Bandwidth NY Telephone Corp.  CSL Georgia Realty, LLC                PEG Bandwidth PA, LLC  CSL Georgia System, LLC                PEG Bandwidth Services, LLC  CSL Iowa System, LLC                   PEG Bandwidth TX, LLC  CSL Kentucky System, LLC               PEG Bandwidth VA, LLC  CSL Mississippi System, LLC            Southern Light, LLC  CSL Missouri System, LLC               Talk America Services, LLC  CSL National GP, LLC                   Uniti Completed Towers LLC  CSL New Mexico System, LLC             Uniti Dark Fiber LLC  CSL North Carolina Realty GP, LLC      Uniti Fiber Holdings Inc.  CSL Ohio System, LLC                   Uniti Fiber LLC  CSL Oklahoma System, LLC               Uniti Group Finance 2019 Inc.  CSL Realty, LLC                        Uniti Group Finance Inc.  CSL Tennessee Realty Partner, LLC      Uniti Group LP LLC  CSL Tennessee Realty, LLC              Uniti Group Inc. CSL Texas System, LLC                  Uniti Holdings GP LLC  Hunt Brothers of Louisiana, LLC        Uniti LATAM GP LLC  Hunt Telecommunications, LLC           Uniti Leasing LLC  Information Transport Solutions, Inc.  Uniti Leasing MW LLC  InLine Services, LLC                   Uniti Leasing X LLC  Integrated Data Systems, LLC           Uniti Leasing XI LLC  Nexus Systems, Inc.                    Uniti Leasing XII LLC  Nexus Wireless, LLC                    Uniti QRS Holdings GP LLC  PEG Bandwidth DC, LLC                  Uniti Towers LLC  PEG Bandwidth DE, LLC                  Uniti Towers NMS Holdings LLC                                         Uniti Wireless Holdings LLC                                       By:                                              Name: Daniel Heard                                              Title: Executive Vice President –                                                    General Counsel and                                                    Secretary                           [Signature Page to Settlement Agreement] 





 






              CSL NATIONAL, LP                    By:  CSL NATIONAL GP, LLC, as its                   general partner                       By:                            Name: Daniel Heard                            Title: Executive Vice                                  President – General                                  Counsel and Secretary                 CSL NORTH CAROLINA REALTY, LP                    By:  CSL NORTH CAROLINA REALTY                   GP, LLC, as its general partner                       By:                            Name: Daniel Heard                            Title: Executive Vice                                  President – General                                  Counsel and Secretary                 CSL NORTH CAROLINA SYSTEM, LP                    By:  CSL NORTH CAROLINA REALTY                   GP, LLC, as its general partner                       By:                            Name: Daniel Heard                            Title: Executive Vice                                  President – General                                  Counsel and Secretary                 UNITI GROUP LP                    By:  UNITI GROUP INC., as its general                   partner                       By:                            Name: Daniel Heard                            Title: Executive Vice                                  President – General                                  Counsel and Secretary    [Signature Page to Settlement Agreement] 





 






              UNITI HOLDINGS LP                    By:  UNITI HOLDINGS GP LLC, as its                   general partner                       By:                            Name: Daniel Heard                            Title: Executive Vice                                  President – General                                  Counsel and Secretary                 UNITI LATAM  LP                    By:  UNITI LATAM GP LLC, as its                   general partner                       By:                            Name: Daniel Heard                            Title: Executive Vice                                  President –  General                                  Counsel and Secretary                 UNITI QRS HOLDINGS LP                    By:  UNITI QRS Holdings GP LLC, as its                   general partner                       By:                            Name: Daniel Heard                            Title: Executive Vice                                  President –  General                                  Counsel and Secretary    [Signature Page to Settlement Agreement] 





 






                                       Schedule 1                                            A.R.C. Networks, Inc.                      Cinergy Communications Company of  Allworx Corp.                              Virginia, LLC  American Telephone Company LLC             Conestoga Enterprises, Inc.  ARC Networks, Inc.                         Conestoga Management Services, Inc.  ATX Communications, Inc.                   Conestoga Wireless Company  ATX Licensing, Inc.                        Connecticut Broadband, LLC  ATX Telecommunications Services of         Connecticut Telephone & Communication  Virginia, LLC                              Systems, Inc.  Birmingham Data Link, LLC                  Conversent Communications Long Distance,  BOB, LLC                                   LLC  Boston Retail Partners, LLC                Conversent Communications of  BridgeCom Holdings, Inc.                   Connecticut, LLC  BridgeCom International, Inc.              Conversent Communications of Maine, LLC  BridgeCom Solutions Group, Inc.            Conversent Communications of  Broadview Networks of Massachusetts, Inc.  Massachusetts, Inc.  Broadview Networks of Virginia, Inc.       Conversent Communications of New  Broadview Networks, Inc.                   Hampshire, LLC  Broadview NP Acquisition Corp.             Conversent Communications of New Jersey,  Buffalo Valley Management Services, Inc.   LLC  Business Telecom of Virginia, Inc.         Conversent Communications of New York,  Business Telecom, LLC                      LLC  BV-BC Acquisition Corporation              Conversent Communications of  Cavalier IP TV, LLC                        Pennsylvania, LLC  Cavalier Services, LLC                     Conversent Communications of Rhode  Cavalier Telephone Mid-Atlantic, L.L.C.    Island, LLC   Cavalier Telephone, L.L.C.                Conversent Communications of Vermont,   CCL Historical, Inc.                      LLC   Choice One Communications of              Conversent Communications Resale, L.L.C.   Connecticut, Inc.                         CoreComm Communications, LLC   Choice One Communications of Maine, Inc.  CoreComm-ATX, Inc.   Choice One Communications of              CTC Communications Corporation   Massachusetts, Inc.                       CTC Communications of Virginia, Inc.   Choice One Communications of New York,    D&E Communications, LLC   Inc.                                      D&E Management Services, Inc.   Choice One Communications of Ohio, Inc.   D&E Networks, Inc.   Choice One Communications of              D&E Wireless, Inc.   Pennsylvania, Inc.                        DeltaCom, LLC   Choice One Communications of Rhode        EarthLink Business, LLC   Island, Inc.                              EarthLink Carrier, LLC   Choice One Communications of Vermont,     Equity Leasing, Inc.   Inc.                                      Eureka Broadband Corporation   Choice One Communications Resale, L.L.C.  Eureka Holdings, LLC   Choice One of New Hampshire, Inc.         Eureka Networks, LLC                                             Eureka Telecom of VA, Inc.      





 






 Eureka Telecom, Inc.                     US LEC Communications LLC   Georgia Windstream, LLC                  US LEC of Alabama LLC   Heart of the Lakes Cable Systems, Inc.   US LEC of Florida LLC   Infocore, Inc.                           US LEC of Georgia LLC   InfoHighway Communications Corporation   US LEC of Maryland LLC   Info-Highway International, Inc.         US LEC of North Carolina LLC   InfoHighway of Virginia, Inc.            US LEC of Pennsylvania LLC   Intellifiber Networks, LLC               US LEC of South Carolina LLC   Iowa Telecom Data Services, L.C.         US LEC of Tennessee LLC   Iowa Telecom Technologies, LLC           US LEC of Virginia LLC   IWA Services, LLC                        US Xchange of Illinois, L.L.C.   KDL Holdings, LLC                        US Xchange of Indiana, L.L.C.   LDMI Telecommunications, LLC             US Xchange of Michigan, L.L.C.   Lightship Telecom, LLC                   US Xchange of Wisconsin, L.L.C.  MASSCOMM, LLC                             US Xchange, Inc.   McLeodUSA Information Services LLC       Valor Telecommunications of Texas, LLC  McLeodUSA Purchasing, L.L.C.              WaveTel NC License Corporation  McLeodUSA Telecommunications Services,    WIN Sales & Leasing, Inc.  L.L.C.                                    Windstream Accucomm Networks, LLC  MPX, Inc.                                 Windstream Accucomm  Nashville Data Link, LLC                  Telecommunications, LLC  Network Telephone, LLC                    Windstream Alabama, LLC  Norlight Telecommunications of Virginia,  Windstream Arkansas, LLC  LLC                                       Windstream Buffalo Valley, Inc.  Oklahoma Windstream, LLC                  Windstream Business Holdings, LLC  Open Support Systems, LLC                 Windstream BV Holdings, LLC  PaeTec Communications of Virginia, LLC    Windstream Cavalier, LLC   PaeTec Communications, LLC               Windstream Communications Kerrville,   PAETEC Holding, LLC                      LLC   PAETEC iTel, L.L.C.                      Windstream Communications Telecom,   PAETEC Realty LLC                        LLC   PAETEC, LLC                              Windstream Communications, LLC   PCS Licenses, Inc.                       Windstream Concord Telephone, LLC   Progress Place Realty Holding Company,   Windstream Conestoga, Inc.   LLC                                      Windstream CTC Internet Services, Inc.   RevChain Solutions, LLC                  Windstream D&E Systems, LLC   SM Holdings, LLC                         Windstream D&E, Inc.  Southwest Enhanced Network Services,      Windstream Direct, LLC  LLC                                       Windstream Eagle Holdings, LLC  Talk America of Virginia, LLC             Windstream Eagle Services, LLC  Talk America, LLC                         Windstream EN-TEL, LLC  Teleview, LLC                             Windstream Finance Corp.  Texas Windstream, LLC                     Windstream Florida, LLC   The Other Phone Company, LLC             Windstream Georgia Communications, LLC   Trinet, LLC                              Windstream Georgia Telephone, LLC  TruCom Corporation                        Windstream Georgia, LLC                                          22 





 






Windstream Holding of the Midwest, Inc.   Windstream NorthStar, LLC  Windstream Iowa Communications, LLC       Windstream NTI, LLC  Windstream Iowa-Comm, LLC                 Windstream NuVox Arkansas, LLC  Windstream IT-Comm, LLC                   Windstream NuVox Illinois, LLC  Windstream KDL, LLC                       Windstream NuVox Indiana, LLC  Windstream KDL-VA, LLC                    Windstream NuVox Kansas, LLC  Windstream Kentucky East, LLC             Windstream NuVox Missouri, LLC  Windstream Kentucky West, LLC             Windstream NuVox Ohio, LLC  Windstream Kerrville Long Distance, LLC   Windstream NuVox Oklahoma, LLC  Windstream Lakedale Link, Inc.            Windstream NuVox, LLC  Windstream Lakedale, Inc.                 Windstream of the Midwest, Inc.  Windstream Leasing, LLC                   Windstream Ohio, LLC  Windstream Lexcom Communications, LLC     Windstream Oklahoma, LLC  Windstream Lexcom Entertainment, LLC      Windstream Pennsylvania, LLC  Windstream Lexcom Long Distance, LLC      Windstream SHAL Networks, Inc.  Windstream Lexcom Wireless, LLC           Windstream SHAL, LLC  Windstream Mississippi, LLC               Windstream Shared Services, LLC  Windstream Missouri, LLC                  Windstream South Carolina, LLC  Windstream Montezuma, LLC                 Windstream Southwest Long Distance, LLC  Windstream Nebraska, Inc.                 Windstream Standard, LLC  Windstream Network Services of the        Windstream Sugar Land, LLC  Midwest, Inc.                             Windstream Supply, LLC  Windstream New York, Inc.                 Windstream Systems of the Midwest, Inc.  Windstream Norlight, LLC                  Windstream Western Reserve, LLC  Windstream North Carolina, LLC            XETA Technologies, Inc.                                             23 





 






                                       Schedule 2                                             ANS Connect LLC                           Uniti Group Finance 2019 Inc.   Contact Network, LLC                      Uniti Group Finance Inc.   CSL Alabama System, LLC                   Uniti Group LP  CSL Arkansas System, LLC                   Uniti Group LP LLC  CSL Capital, LLC                           Uniti Holdings GP LLC  CSL Florida System, LLC                    Uniti Holdings LP  CSL Georgia Realty, LLC                    Uniti LATAM GP LLC  CSL Georgia System, LLC                    Uniti LATAM LP  CSL Iowa System, LLC                       Uniti Leasing LLC  CSL Kentucky System, LLC                   Uniti Leasing MW LLC  CSL Mississippi System, LLC                Uniti Leasing X LLC  CSL Missouri System, LLC                   Uniti Leasing XI LLC  CSL National GP, LLC                       Uniti Leasing XII LLC  CSL National, LP                           Uniti QRS Holdings GP LLC  CSL New Mexico System, LLC                 Uniti QRS Holdings LP  CSL North Carolina Realty GP, LLC          Uniti Towers LLC  CSL North Carolina Realty, LP              Uniti Towers NMS Holdings LLC  CSL North Carolina System, LP              Uniti Wireless Holdings LLC CSL Ohio System, LLC  CSL Oklahoma System, LLC  CSL Realty, LLC  CSL Tennessee Realty Partner, LLC   CSL Tennessee Realty, LLC   CSL Texas System, LLC   Hunt Brothers of Louisiana, LLC   Hunt Telecommunications, LLC   Information Transport Solutions   InLine Services, LLC   Integrated Data Systems, LLC   Nexus Systems, Inc.   Nexus Wireless, LLC   PEG Bandwidth DC, LLC   PEG Bandwidth DE, LLC   PEG Bandwidth LA, LLC   PEG Bandwidth MA, LLC   PEG Bandwidth MD, LLC   PEG Bandwidth MS, LLC  PEG Bandwidth NJ, LLC  PEG Bandwidth NY Telephone Corp.  PEG Bandwidth PA, LLC  PEG Bandwidth Services, LLC  PEG Bandwidth TX, LLC  PEG Bandwidth VA, LLC  Southern Light, LLC  Talk America Services, LLC  Uniti Completed Towers LLC  Uniti Dark Fiber LLC  Uniti Fiber Holdings Inc.  Uniti Fiber LLC     





 






                Exhibit A         Term Sheet                                                





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






          Exhibit B                   Discount Rate             9.0%  PV of Payments         400,000,000          1        $        24,505,456          2        $        24,505,456          3        $        24,505,456          4        $        24,505,456          5        $        24,505,456          6        $        24,505,456          7        $        24,505,456          8        $        24,505,456          9        $        24,505,456         10        $        24,505,456         11        $        24,505,456         12        $        24,505,456         13        $        24,505,456         14        $        24,505,456         15        $        24,505,456         16        $        24,505,456         17        $        24,505,456         18        $        24,505,456         19        $        24,505,456         20        $        24,505,456   Sum of Payments  $      490,109,111                                                                     26