WHOLESALE MASTER SERVICES AGREEMENTWholesale Master Services Agreement • March 12th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • Arkansas
THIS WHOLESALE MASTER SERVICES AGREEMENT consists of (in order of precedence) any Statement of Work (“SOW”), any Service Order (“SO”), Service Schedules, the Billing Agreement and any additional Schedules or Exhibits (each, an “Attachment”) and this agreement (all of which are incorporated herein by reference, collectively the “Agreement”) as of the Effective Date listed below between Windstream Communications, Inc., a Delaware corporation, affiliate(s), with offices at 4001 North Rodney Parham Road, Little Rock, AR 72212 (“WIN”)1 and Talk America Services, LLC (“Customer”). Customer and WIN shall individually be referred to as “Party” and collectively as the “Parties”.
MASTER LEASE Among CSL NATIONAL, LP and THE ENTITIES SET FORTH ON SCHEDULE 1, collectively, as Landlord and WINDSTREAM HOLDINGS, INC., as Tenant Dated as of [ ]Master Lease • March 12th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • New York
This MASTER LEASE (the “Master Lease”) is entered into as of [ ], by and among CSL NATIONAL, LP, a Delaware limited partnership (“CS&L National”, and THE ENTITIES SET FORTH ON SCHEDULE 1 ATTACHED HERETO (collectively, together with CS&L National and their respective permitted successors and assigns, “Landlord”), and WINDSTREAM HOLDINGS, INC., a Delaware corporation (together with its permitted successors and assigns, “Tenant”).
TAX MATTERS AGREEMENTTax Matters Agreement • March 12th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • Delaware
This Tax Matters Agreement (the “Agreement”) is entered into as of [ ], by and among WINDSTREAM HOLDINGS, INC., a Delaware corporation (“WHI”), WINDSTREAM SERVICES, LLC, a Delaware limited liability company that is directly wholly-owned by WHI (“Windstream”), and COMMUNICATIONS SALES & LEASING, INC., a Maryland corporation and currently a direct, wholly-owned subsidiary of Windstream (“CS&L”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Separation and Distribution Agreement by and among WHI, Windstream and CS&L dated [ ] (the “Separation and Distribution Agreement”).
Form of Stockholder’s and Registration Rights Agreement by and between Windstream Services, LLC and Communications Sales & Leasing, Inc. Dated as of [—], 2015S and Registration Rights Agreement • March 12th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • New York
This Stockholder’s and Registration Rights Agreement (this “Agreement”) is made as of [—], 2015 by and between Windstream Services, LLC, a Delaware limited liability company (“Windstream”), and Communications Sales & Leasing, Inc., a Maryland corporation and wholly owned subsidiary of Windstream (“CS&L”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1.01.
EMPLOYMENT AGREEMENT BETWEEN COMMUNICATIONS SALES & LEASING, INC. AND KENNETH GUNDERMANEmployment Agreement • March 12th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • Arkansas
This Employment Agreement (this “Agreement”) is made, entered into, and is effective and binding as of February 12, 2015 (the “Execution Date”), by and between Communications Sales & Leasing, Inc., a Maryland corporation (“CS&L”), and Kenneth Gunderman (the “Executive”). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
MASTER SERVICES AGREEMENT Between Windstream Services, LLC And Talk America Services, LLC Proprietary and ConfidentialMaster Services Agreement • March 12th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • Arkansas
This Master Services Agreement (this “Agreement”), dated as of , 2015, (the “Effective Date”) is made by and between Windstream Services, LLC, a Delaware limited liability company, on behalf of itself and its competitive local exchange and interexchange carrier affiliates (“Windstream”), and Talk America Services, LLC, a Delaware limited liability company (“TAS”).
INTELLECTUAL PROPERTY MATTERS AGREEMENTIntellectual Property Matters Agreement • March 12th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is dated as of , 2015 (the “Effective Date”), and is by and among Windstream Services, LLC, a Delaware limited liability company, individually and on behalf of its subsidiaries that may hold certain intellectual property as described herein (“Licensor”), CSL National, LP, a Delaware limited partnership (“CSL”), and Talk America Services, LLC, a Delaware limited liability company (“TRS” and, together with CSL and their respective permitted successors and assigns, “Licensee”). Licensor and Licensee are sometimes referred to herein individually as, “Party” and collectively as, the “Parties.” All terms used but not defined herein, shall have the meaning set forth in the Separation Agreement (as defined below).
REVERSE TRANSITION SERVICES AGREEMENTReverse Transition Services Agreement • March 12th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG WINDSTREAM HOLDINGS, INC., WINDSTREAM SERVICES, LLC AND COMMUNICATIONS SALES & LEASING, INC. Dated , 2015Separation and Distribution Agreement • March 12th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of , 2015 (this “Agreement”), is by and among Windstream Holdings, Inc., a Delaware corporation (“WHI”), Windstream Services, LLC, a Delaware limited liability company (“Windstream”), and Communications Sales & Leasing, Inc., a Maryland corporation (“CS&L” and, together with WHI and Windstream, the “Parties”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 12th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts • Delaware
EMPLOYEE MATTERS AGREEMENT BY AND AMONG WINDSTREAM HOLDINGS, INC. AND COMMUNICATIONS SALES & LEASING, INC. Dated , 2015Employee Matters Agreement • March 12th, 2015 • Communications Sales & Leasing, Inc. • Real estate investment trusts
This EMPLOYEE MATTERS AGREEMENT, dated as of , 2015 (this “Agreement”), is by and between Windstream Holdings, Inc., a Delaware corporation (“WHI”), and Communications Sales & Leasing, Inc., a Maryland corporation (“CSL” and, together with WHI, the “Parties”).
