EX-4.1



 





AMENDMENT NO. 1

TO

AMENDED AND RESTATED

RIGHTS AGREEMENT




     THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT (the “Amendment”), dated
as of May 25, 2007, is made by CT COMMUNICATIONS, INC., a North Carolina corporation (the
“Company”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national bank (“Wachovia”), and
AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (“AST”), to the Amended and
Restated Rights Agreement by and between the Company and First Union National Bank (“First Union”)
adopted August 27, 1998 and amended January 28, 1999 (the “Rights Agreement”).



     WHEREAS, Wachovia is the successor by merger to First Union National Bank; and



     WHEREAS, AST has purchased substantially all of the assets and liabilities of Wachovia’s
shareholder services business pursuant to and specified in the Purchase Agreement by and between
Wachovia and AST, dated as of December 8, 2005 (the “Agreement”); and



     WHEREAS, AST has been appointed as Wachovia’s lawful agent and attorney in fact pursuant to
the Limited Power of Attorney, dated as of November 1, 2006, which authorizes AST to execute and
deliver any and all instruments of transfer and assignment as AST deems to be necessary to assign,
or evidence the assignment, pursuant to and in furtherance of the Agreement, of any of Wachovia’s
shareholder services business sold to Rights Agent, including, without limitation, instruments of
resignation and/or appointment; and



     WHEREAS, pursuant to Section 27 of the Rights Agreement, under circumstances set forth
therein, (i) the Company and the Rights Agent (as defined therein) may supplement or amend any
provision of the Rights Agreement without the approval of any holders of certificates representing
shares of Company Common Stock (as defined in the Rights Agreement) and (ii) upon the delivery of a
certificate from an appropriate officer of the Company which states that the proposed supplement or
amendment is in compliance with the terms of Section 27 of the Rights Agreement, the Rights Agent
shall execute such supplement or amendment; and



     WHEREAS, the Company desires to amend the Rights Agreement as set forth herein and to direct
AST to execute this Amendment.



     NOW, THEREFORE, in consideration of the promises and the mutual agreements herein set forth,
the parties hereby agree as follows:



     Section 1. Change of Rights Agent. AST in its capacity as attorney in fact for
Wachovia, hereby resigns Wachovia as Rights Agent and accepts the appointment of AST as Rights
Agent in accordance with the terms of Section 21 of the Rights Agreement and agrees to serve in
that capacity for the consideration and subject to all of the terms and conditions of the Rights
Agreement.



 









 





     Section 2. Direction to Rights Agent. The Company hereby directs AST, in its capacity
as Rights Agent and in accordance with the terms of Section 27 of the Rights Agreement, to execute
this Amendment.



     Section 3. Certification of Appropriate Officer. The undersigned officer of the
Company, being duly authorized on behalf of the Company, hereby certifies on behalf of the Company
to AST that (a) he is the Secretary of the Company and (b) this Amendment is in compliance with
Section 27 of the Rights Agreement.



     Section 4. Amendment of Rights Agreement. The Rights Agreement is hereby amended as
follows:



     (a) Section 1 of the Rights Agreement is hereby amended by inserting the following subsections
at the end of such Section 1:




     “(hh) “Merger” shall have the meaning set forth in the Merger Agreement.




     (ii) “Merger Agreement” shall mean the Agreement and Plan of Merger, dated as of May
25, 2007, between the Company, Windstream Corporation, a Delaware corporation , and
Windstream Marlin, Inc. a North Carolina corporation, as it may be amended from time to
time.”



     (b) Section 1(a) of the Rights Agreement is hereby amended by inserting the following
sentences at the end of such Section 1(a):




“Notwithstanding anything in this Section 1(a) to the contrary, neither the Parent
nor any of its Subsidiaries, Affiliates or Associates, including Merger Sub (as
defined in the Merger Agreement) (collectively, the “Parent Group”) shall be, or
shall be deemed to be, an Acquiring Person by virtue or as a result of (A) the
execution of the Merger Agreement or any agreements, arrangements or understandings
entered into by Parent or Merger Sub contemplated by the Merger Agreement if such
agreements, arrangements or understandings are in accordance with the terms and
conditions of the Merger Agreement; (B) the announcement of the Merger Agreement or
the Merger; (C) the consummation of the Merger; or (D) the consummation of the
other transactions contemplated by the Merger Agreement upon the terms and
conditions of the Merger Agreement. Each event described in subclauses (A), (B),
(C) and (D) is referred to herein as an “Exempted Transaction.”



     (c) Section 1(c) of the Rights Agreement is hereby amended by inserting the following sentence
at the end of such Section 1(c):



 









 






“and, further, , the Parent Group shall not be deemed to be a Beneficial Owner of,
or to beneficially own, any securities solely by virtue of or as a result of any
Exempted Transaction.”



     (d) Section 3(a) of the Rights Agreement is hereby amended by inserting the following sentence
at the end of such Section 3(a):




“Notwithstanding anything in this Section 3(a) to the contrary, a Distribution Date
shall not be deemed to have occurred by virtue of or as a result of any Exempted
Transaction.”



     (e) Section 7(a) of the Rights Agreement is hereby amended by striking the word “or”
immediately preceding clause (iii) thereof and by inserting the following at the end of such
Section 7(a):




“or (iv) immediately prior to the effective time of the Merger as provided in the
Merger Agreement (the “Effective Time”), but only if such Effective Time shall
occur.”



     (f) Section 1(cc) of the Rights Agreement is hereby amended by inserting the following
sentence at the end of such Section 1(cc):




“Notwithstanding anything in this Section 1(cc) to the contrary, a Shares
Acquisition Date shall not be deemed to have occurred by virtue of or as a
result of the public announcement of any Exempted Transaction.”



     (g) Section 26 of the Rights Agreement is hereby amended by substituting the following address
in lieu of the prior address of First Union as the Rights Agent:




American Stock Transfer & Trust Company

59 Maiden Lane

New York, NY 10038

Attention: Corporate Trust Department.



     (h) The Rights Agreement is hereby amended by adding a new Section 35 to the end of the Rights
Agreement, which new Section 35 shall read in its entirety as follows:




“Section 35. TERMINATION.




     At the Final Expiration Date, (a) the Rights Agreement shall be terminated and
be without any further force or effect, (b) none of the parties to the Rights
Agreement will have any rights, obligations or liabilities thereunder and (c) the
holders of the Rights shall not be entitled to any benefits, rights or other
interests under the Rights Agreement, including, without limitation, the right to
purchase or otherwise acquire



 









 






Company Common Stock or any other securities of the Company. Notwithstanding the
foregoing, Section 18 hereof shall survive the termination of the Rights Agreement.
The Company will notify in writing the Rights Agent of the Effective Time. The
Rights Agent will not be deemed to have knowledge of the Effective Time unless and
until it has received such written notice.”



     Section 5. Effectiveness and Continued Effectiveness. In accordance with the
resolutions adopted by the Company’s Board of Directors, the amendments to the Rights Agreement set
forth in Section 3 above are effective as of the time at which such resolutions were adopted. The
parties hereto hereby acknowledge and agree that, except as specifically supplemented and amended,
changed or modified in Section 3 above, the Rights Agreement, as previously amended to the date
hereof, shall be unaffected by this Amendment and remain in full force and effect in accordance
with its terms.



     Section 6. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute one and the same instrument.



     Section 7. Defined Terms. Except as otherwise expressly provided herein, or unless
the context otherwise requires, all terms used but not defined herein shall have the meanings
assigned to them in the Rights Agreement.



     Section 8. Governing Law. This Amendment shall be deemed to be a contract made under
the internal substantive laws of the State of North Carolina and for all purposes shall be governed
by and construed in accordance with the internal substantive laws of such State applicable to
contracts to be made and performed entirely within such State.



 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date set forth above.



	 	 	 	 	 	 	 
	 

	 	CT COMMUNICATIONS, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ David H. Armistead
	 

	 	 	 	 
	 

	 	Name:	 	David H. Armistead
	 

	 	 	 	 
	 

	 	Title	 	General
Counsel / Secretary
	 

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	WACHOVIA BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AMERICAN STOCK TRANSFER
& TRUST COMPANY,

as Attorney in Fact
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Herbert J. Lemmer
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Herbert J. Lemmer
	 

	 	 	 	 	 	 
	 

	 	 	 	Title	 	Vice President
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	AMERICAN STOCK TRANSFER & TRUST COMPANY
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Herbert J. Lemmer
	 

	 	 	 	 
	 

	 	Name:	 	Herbert J. Lemmer
	 

	 	 	 	 
	 

	 	Title	 	Vice President