FIRST SUPPLEMENTAL INDENTURE
Exhibit
10.2
FIRST
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of July 3, 2006,
among Mid-Maine Communications, Inc., a Delaware corporation (the
“Communications”) and a subsidiary of Otelco Inc., a Delaware corporation (the
“Company “), Mid-Maine TelPlus, a Maine corporation (the “TelPlus,” and,
together with the Communications, the “New Guarantors”) and a subsidiary of the
Company, the Existing Guarantors listed on the signature pages hereto (the
“Existing Guarantors”) and Xxxxx Fargo Bank, National Association, a national
banking association, as trustee under the Indenture referred to below (the
“Trustee”).
WITNESSETH:
WHEREAS
the Company and the 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 notes
(the “Notes”), and an aggregate principal amount of $81.1 million of the
Company’s 13% senior subordinated notes have been issued and are outstanding
under the Indenture;
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 each of the New Guarantors
shall unconditionally guarantee all the Company’s obligations under the
Indenture and the Notes pursuant to a Guarantee on the terms and conditions
set
forth herein; and
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;
NOW
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Guarantors,
the Company, 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.
Each of the New Guarantors hereby agrees, jointly and severally with all the
Existing Guarantors, to unconditionally guarantee the Company’s obligations
under the Indenture and 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, 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 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 THIS 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.
2
IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to
be duly executed as of the date first above written.
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NEW
GUARANTORS:
MID-MAINE
COMMUNICATIONS, INC.
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| By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |
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Name:
Xxxxxx X. Xxxxxx, Xx.
Title:
Vice President
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MID-MAINE
TELPLUS
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| By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |
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Name:
Xxxxxx X. Xxxxxx, Xx.
Title:
Vice President
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COMPANY:
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| By: | /s/ Xxxxxxx X. Xxxxxx | |
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Name:
Xxxxxxx X. Xxxxxx
Title:
President and Chief Executive
Officer
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EXISTING
GUARANTORS:
OTELCO
TELECOMMUNICATIONS LLC
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| By: | /s/ Xxxxxxx X. Xxxxxx | |
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Name:
Xxxxxxx X. Xxxxxx
Title:
Chief Executive Officer
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| OTELCO TELEPHONE LLC | ||
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| By: | /s/ Xxxxxxx X. Xxxxxx | |
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Name:
Xxxxxxx X. Xxxxxx
Title:
Chief Executive Officer
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3
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XXXXXX
HOLDING COMPANY, INC.
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| By: | /s/ Xxxxxxx X. Xxxxxx | |
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Name:
Xxxxxxx X. Xxxxxx
Title:
Chief Executive Officer
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| XXXXXX TELECOMMUNICATIONS COMPANY, INC. | ||
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| By: | /s/ Xxxxxxx X. Xxxxxx | |
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Name:
Xxxxxxx X. Xxxxxx
Title:
Chief Executive Officer
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BRINDLEE
HOLDINGS LLC
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| By: | /s/ Xxxxxxx X. Xxxxxx | |
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Name:
Xxxxxxx X. Xxxxxx
Title:
Chief Executive Officer
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| BRINDLEE MOUNTAIN TELEPHONE COMPANY | ||
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| By: | /s/ Xxxxxxx X. Xxxxxx | |
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Name:
Xxxxxxx X. Xxxxxx
Title:
Chief Executive Officer
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PAGE
& XXXXX COMMUNICATIONS, INC.
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| By: | /s/ Xxxxxxx X. Xxxxxx | |
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Name:
Xxxxxxx X. Xxxxxx
Title:
Chief Executive Officer
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| BLOUNTSVILLE TELEPHONE COMPANY, INC. | ||
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| By: | /s/ Xxxxxxx X. Xxxxxx | |
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Name:
Xxxxxxx X. Xxxxxx
Title:
Chief Executive Officer
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4
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MID-MISSOURI
HOLDING CORP.
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| By: | /s/ Xxxxxxx X. Xxxxxx | |
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Name:
Xxxxxxx X. Xxxxxx
Title:
Chief Executive Officer
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| IMAGINATION, INC. | ||
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| By: | /s/ Xxxxxxx X. Xxxxxx | |
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Name:
Xxxxxxx X. Xxxxxx
Title:
Chief Executive Officer
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XXXXX
FARGO BANK, NATIONAL ASSOCIATION, as Trustee
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| By: | /s/ Xxxxxxx X. Xxxxx | |
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Name:
Xxxxxxx X. Xxxxx
Title:
Vice President
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