Windstream Holdings Inc. (fka WINMQ)

[wonderstocks]

“Transfer Agreement” means an executed form of the transfer agreement providing, among other things, that a transferee is bound by the terms of this Agreement and substantially in the form attached hereto as Exhibit E-1, with respect to transfers of First Lien Claims, Midwest Notes Claims and/or Equity Interests, and substantially in the form attached hereto as Exhibit E-2, with respect to transfers of Second Lien Claims and/or Unsecured Notes Claims.

“Transfer” means to sell, resell, reallocate, use, pledge, assign, transfer, hypothecate, participate, donate or otherwise encumber or dispose of, directly or indirectly (including through derivatives, options, swaps, pledges, forward sales or other transactions).

https://www.sec.gov/Archives/edgar/data/1620280/000095010320003921/dp122645_ex1001.htm

Exhibit E-1
Provision for Transfer Agreement



(First Lien Claims/Midwest Notes Claims/Equity Interests)



The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Chapter 11 Plan Support Agreement, dated as of __________ (the “Agreement”),1 by and among Windstream Holdings, Inc. and its affiliates and subsidiaries bound thereto, the Uniti Parties, and the Consenting Creditors, including the transferor to the Transferee of any Company Claims/Interests (each such transferor, a “Transferor”), and agrees to be bound by the terms and conditions thereof to the extent the Transferor was thereby bound, and shall be deemed a “Consenting Creditor” under the terms of the Agreement.




The Transferee specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained therein as of the date of the Transfer, including the agreement to be bound by the vote of the Transferor if such vote was cast before the effectiveness of the Transfer discussed herein.



Date Executed:



______________________________________

Name:

Title:

Address:

E-mail address(es):





Aggregate Amounts Beneficially Owned or Managed on Account of:
First Lien Loans
First Lien Notes
Midwest Notes
Second Lien Notes
Unsecured Notes
Equity Interests