ex4-4.htm


    
      

    

    Exhibit 4.4

     

     

    THIRD
SUPPLEMENTAL INDENTURE

     

              THIRD SUPPLEMENTAL INDENTURE
(this “Supplemental
Indenture”) dated as of October 31, 2008, between Otelco Inc., a Delaware
corporation (the “Company”), War
Holdings, Inc., a Delaware corporation, Pine Tree Holdings, Inc., a Delaware
corporation, The Pine Tree Telephone and Telegraph Company, a Maine corporation,
CRC Communications of Maine, Inc., a Delaware corporation, Saco River Telegraph
and Telephone Company, a Delaware corporation, Communications Design Acquisition
Corporation, a Delaware corporation, Granby Holdings, Inc., a Delaware
corporation and The Granby Telephone & Telegraph Co. of Mass., a
Massachusetts corporation (each a “New Guarantor” and
together the “New
Guarantors”), each other subsidiary of the Company listed on the
signature pages hereto (the “Existing Guarantors”)
and Wells Fargo Bank, National Association, a national banking association, as
trustee under the Indenture defined below (the “Trustee”).

     

    WITNESSETH:

     

              WHEREAS, the Company and
Existing Guarantors have heretofore executed and delivered to the Trustee an
Indenture (the “Indenture”) dated as
of December 21, 2004, providing for the issuance of an unlimited aggregate
principal amount of 13% senior subordinated notes due 2019 (the “Notes”), as
supplemented by the First Supplemental Indenture dated as of July 3, 2006
(“First Supplemental
Indenture”), providing for the guarantee of the Company’s obligations
under the Indenture by certain additional Guarantors, and the Second
Supplemental Indenture dated as of July 5, 2007 (“Second Supplemental
Indenture”), providing for the issuance of additional Notes;

     

              WHEREAS, Section 4.12 of the
Indenture provides that under certain circumstances the Company is required to
cause the New Guarantors to execute and deliver to the Trustee a supplemental
indenture pursuant to which the New Guarantors shall unconditionally guarantee
all the Company’s obligations under the Notes pursuant to a Guarantee on the
terms and conditions set forth herein;

     

              WHEREAS pursuant to Section
9.01 of the Indenture, the Trustee, the Company and the Existing Guarantors are
authorized to execute and deliver this Supplemental Indenture; and

     

              NOW THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Company, the New Guarantors,
the Existing Guarantors, and the Trustee mutually covenant and agree for the
equal and ratable benefit of the holders of the Notes as follows:

     

              1.          Agreement to
Guarantee. The New Guarantors hereby agree, jointly and severally with
all the Existing Guarantors, to unconditionally guarantee the Company’s
obligations under the Notes on the terms and subject to the conditions set forth
in Article 11 of the Indenture and to be bound by all other applicable
provisions of the Indenture and the Notes.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

              2.          Ratification of Indenture;
Supplemental Indentures Part of Indenture. Except as expressly amended
hereby and by the First Supplemental Indenture and Second Supplemental
Indenture, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect.
This Supplemental Indenture shall form a part of the Indenture, as supplemented
by the First Supplemental Indenture and Second Supplemental Indenture, for all
purposes, and every holder of Notes heretofore or hereafter authenticated and
delivered shall be bound hereby.

     

              3.          Governing Law. THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR
IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE
TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT
LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE OR THE
NOTES.

     

              4.          Trustee Makes No
Representation. The Trustee makes no representation as to the validity or
sufficiency of this Supplemental Indenture.

     

              5.          Counterparts. The
parties may sign any number of copies of this Supplemental Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

     

              6.          Effect of Headings.
The Section headings herein are for convenience only and shall not effect the
construction thereof.

     

              7.          Definitions.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.


    
      
         


      

      
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              IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed as of the date first above written.

    
      
        	 
      	 
      	 
      	 
      
	 
      	
                OTELCO
      INC.

              
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Curtis L. Garner, Jr.

              	 
      
	 
      	 
      	
                Name:
      Curtis L. Garner, Jr.

              	 
      
	 
      	 
      	
                Title:
      Chief Financial Officer

              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                WAR
      HOLDINGS, INC.

              
	 
      	
                (As
      New Guarantor)

              
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Curtis L. Garner, Jr.

              	 
      
	 
      	 
      	
                Name:
      Curtis L. Garner, Jr.

              	 
      
	 
      	 
      	
                Title:
      Chief Financial Officer

              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                PINE
      TREE HOLDINGS, INC.

              
	 
      	
                (As
      New Guarantor)

              
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Curtis L. Garner, Jr.

              	 
      
	 
      	 
      	
                Name:
      Curtis L. Garner, Jr.

              	 
      
	 
      	 
      	
                Title:
      Chief Financial Officer

              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                THE
      PINE TREE TELEPHONE AND TELEGRAPH COMPANY

              
	 
      	
                (As
      New Guarantor)

              
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Curtis L. Garner, Jr.

              	 
      
	 
      	 
      	
                Name:
      Curtis L. Garner, Jr.

              	 
      
	 
      	 
      	
                Title:
      Chief Financial Officer

              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                CRC
      COMMUNICATIONS OF MAINE, INC.

              
	 
      	
                (As
      New Guarantor)

              
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Curtis L. Garner, Jr.

              	 
      
	 
      	 
      	
                Name:
      Curtis L. Garner, Jr.

              	 
      
	 
      	 
      	
                Title:
      Chief Financial Officer

              	 
      


      

    

     

    
      
        Third
Supplemental Indenture

         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  SACO
      RIVER TELEGRAPH AND TELEPHONE COMPANY

                
	 
      	
                  (As
      New Guarantor)

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Name:
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Title:
      Chief Financial Officer

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  COMMUNICATIONS
      DESIGN ACQUISITION CORPORATION

                
	 
      	
                  (As
      New Guarantor)

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Name:
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Title:
      Chief Financial Officer

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  GRANBY
      HOLDINGS, INC.

                
	 
      	
                  (As
      New Guarantor)

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Name:
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Title:
      Chief Financial Officer

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  THE
      GRANBY TELEPHONE & TELEGRAPH CO. OF MASS.

                
	 
      	
                  (As
      New Guarantor)

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Name:
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Title:
      Chief Financial Officer

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  BRINDLEE
      HOLDINGS LLC

                
	 
      	
                  (As
      Existing Guarantor)

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Name:
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Title:
      Chief Financial Officer

                	 
      


        

      

    


    
      
        Third
Supplemental Indenture

         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  BRINDLEE
      MOUNTAIN TELEPHONE COMPANY 

                
	 
      	
                  (As
      Existing Guarantor)

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Name:
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Title:
      Chief Financial Officer

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  BLOUNTSVILLE
      TELEPHONE COMPANY, INC.

                
	 
      	
                  (As
      Existing Guarantor)

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Name:
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Title:
      Chief Financial Officer

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  HOPPER
      HOLDING COMPANY, INC.

                
	 
      	
                  (As
      Existing Guarantor)

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Name:
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Title:
      Chief Financial Officer

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  HOPPER
      TELECOMMUNICATIONS COMPANY, INC.

                
	 
      	
                  (As
      Existing Guarantor)

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Name:
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Title:
      Chief Financial Officer

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  IMAGINATION,
      INC.

                
	 
      	
                  (As
      Existing Guarantor)

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Name:
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Title:
      Chief Financial Officer

                	 
      


        

      

    


    
      
        Third
Supplemental Indenture

         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  MID-MAINE
      COMMUNICATIONS, INC.

                
	 
      	
                  (As
      Existing Guarantor)

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Name:
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Title:
      Vice President

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  MID-MAINE
      TELPLUS

                
	 
      	
                  (As
      Existing Guarantor)

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Name:
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Title:
      Vice President

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  MID-MISSOURI
      HOLDING CORP.

                
	 
      	
                  (As
      Existing Guarantor)

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Name:
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Title:
      Chief Financial Officer

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  OTELCO
      TELECOMMUNICATIONS LLC

                
	 
      	
                  (As
      Existing Guarantor)

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Name:
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Title:
      Chief Financial Officer

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  OTELCO
      TELEPHONE LLC

                
	 
      	
                  (As
      Existing Guarantor)

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Name:
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Title:
      Chief Financial Officer

                	 
      


        

      

    


    
      
        Third
Supplemental Indenture

         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  PAGE
      & KISER COMMUNICATIONS, INC.

                
	 
      	
                  (As
      Existing Guarantor)

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Name:
      Curtis L. Garner, Jr.

                	 
      
	 
      	 
      	
                  Title:
      Chief Financial Officer

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  WELLS
      FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Raymond Delli Colli

                	 
      
	 
      	 
      	
                  Name:
      Raymond Delli Colli

                	 
      
	 
      	 
      	
                  Title:
      Vice President

                	 
      


        

         

         

         

         

        Third Supplemental
Indenture