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 re
