SECOND SUPPLEMENTAL INDENTURE
Exhibit
4.1
SECOND
SUPPLEMENTAL INDENTURE
(this
“Supplemental
Indenture”)
dated
as of July 5, 2007, between Otelco Inc., a Delaware corporation (the
“Company”),
each
subsidiary of the Company listed on the signature pages hereto (the
“Guarantors”) and Xxxxx Fargo Bank, National Association, a national banking
association, as trustee under the Indenture defined below (the “Trustee”).
WITNESSETH:
WHEREAS,
the
Company and Guarantors (as defined in the Indenture) have heretofore executed
and delivered to the Trustee an Indenture (the “Indenture”)
dated
as of December 21, 2004, as supplemented by the First Supplemental Indenture
referred to below, providing for the issuance of an unlimited aggregate
principal amount of 13% senior subordinated notes due 2019 (the “Notes”);
WHEREAS,
$81,075,497.50 in aggregate principal amount of the Notes have been issued
and
are outstanding under the Indenture (the “Original
Notes”);
WHEREAS,
the
Company and Guarantors have heretofore executed and delivered to the Trustee
a
First Supplemental Indenture (“First
Supplemental Indenture”)
dated
as of July 3, 2006, providing for the guarantee of the Company’s obligations
under the Indenture and the Original Notes by certain additional Guarantors;
WHEREAS,
the
Company has decided to issue up to $22,500,000
($25,875,000
if the
over-allotment option of the underwriters is exercised in full)
in
aggregate principal amount of additional notes (the “Additional
Notes”)
pursuant to Section 4.14 of the Indenture; and
WHEREAS,
the
execution and delivery of this Supplemental Indenture has been authorized
by the
Board of Directors of the Company.
NOW
THEREFORE,
in
consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Company and the Trustee
mutually covenant and agree for the equal and ratable benefit of the holders
of
the Notes as follows:
1.
The
Additional Notes.
The Additional Notes shall be issued in an aggregate principal amount of
up to
$22,500,000
($25,875,000
if the
over-allotment option of the underwriters is exercised in full).
2.
Ratification of Indenture; Supplemental Indentures Part of
Indenture.
Except as expressly amended hereby and by the First 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
Second Supplemental Indenture shall form a part of the Indenture, as
supplemented by the First Supplemental Indenture, for all purposes, and every
holder of Notes heretofore or hereafter authenticated and delivered shall
be
bound hereby.
3.
Governing Law.
THIS SECOND 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
Second Supplemental Indenture.
5.
Counterparts.
The parties may sign any number of copies of this Second 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.
2
IN
WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed as of the date first above written.
By: __/s/
Xxxxxx X. Xxxxxx, Xx.______________
Name:
Xxxxxx X. Xxxxxx, Xx.
Title:
Chief Financial Officer
BRINDLEE
HOLDINGS LLC
(As
Guarantor)
By: __/s/
Xxxxxx X. Xxxxxx, Xx.______________
Name:
Xxxxxx X. Xxxxxx, Xx.
Title:
Chief Financial Officer
BRINDLEE
MOUNTAIN TELEPHONE COMPANY
(As
Guarantor)
By: __/s/
Xxxxxx X. Xxxxxx, Xx.______________
Name:
Xxxxxx X. Xxxxxx, Xx.
Title:
Chief Financial Officer
BLOUNTSVILLE
TELEPHONE COMPANY, INC.
(As
Guarantor)
By: __/s/
Xxxxxx X. Xxxxxx, Xx.______________
Name:
Xxxxxx X. Xxxxxx, Xx.
Title:
Chief Financial Officer
XXXXXX
HOLDING COMPANY, INC.
(As
Guarantor)
By: __/s/
Xxxxxx X. Xxxxxx, Xx.______________
Name:
Xxxxxx X. Xxxxxx, Xx.
Title:
Chief Financial Officer
XXXXXX
TELECOMMUNICATIONS COMPANY, INC.
(As
Guarantor)
By: __/s/
Xxxxxx X. Xxxxxx, Xx.______________
Name:
Xxxxxx X. Xxxxxx, Xx.
Title:
Chief Financial Officer
IMAGINATION,
INC.
(As
Guarantor)
By: __/s/
Xxxxxx X. Xxxxxx, Xx.______________
Name:
Xxxxxx X. Xxxxxx, Xx.
Title:
Chief Financial Officer
MID-MAINE
COMMUNICATIONS, INC.
(As
Guarantor)
By: __/s/
Xxxxxx X. Xxxxxx, Xx.______________
Name:
Xxxxxx X. Xxxxxx, Xx.
Title:
Vice
President
MID-MAINE
TELPLUS
(As
Guarantor)
By: __/s/
Xxxxxx X. Xxxxxx, Xx.______________
Name:
Xxxxxx X. Xxxxxx, Xx.
Title:
Vice
President
MID-MISSOURI
HOLDING CORP.
(As
Guarantor)
By: __/s/
Xxxxxx X. Xxxxxx, Xx.______________
Name:
Xxxxxx X. Xxxxxx, Xx.
Title:
Chief Financial Officer
OTELCO
TELECOMMUNICATIONS LLC
(As
Guarantor)
By: __/s/
Xxxxxx X. Xxxxxx, Xx.______________
Name:
Xxxxxx X. Xxxxxx, Xx.
Title:
Chief Financial Officer
OTELCO
TELEPHONE LLC
(As
Guarantor)
By: __/s/
Xxxxxx X. Xxxxxx, Xx.______________
Name:
Xxxxxx X. Xxxxxx, Xx.
Title:
Chief Financial Officer
PAGE
& XXXXX COMMUNICATIONS, INC.
(As
Guarantor)
By: __/s/
Xxxxxx X. Xxxxxx, Xx.______________
Name:
Xxxxxx X. Xxxxxx, Xx.
Title:
Chief Financial Officer
XXXXX
FARGO BANK, N.A., AS TRUSTEE
By: _/s/
Xxxx X. Schweiger_______________________
Name:
Xxxx X. Xxxxxxxxx
Title:
Vice President
