8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 28, 2019 (February 21, 2019)

Exact name of registrant as specified in its charter	State or other jurisdiction of  incorporation or organization	Commission File Number	I.R.S. Employer Identification No.
Windstream Holdings, Inc.	Delaware	001-32422	46-2847717
Windstream Services, LLC	Delaware	001-36093	20-0792300

4001 Rodney Parham Road
Little Rock, Arkansas			72212
(Address of principal executive offices)			(Zip Code)
		(501) 748-7000
	(Registrants’ telephone number, including area code)
		N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01

On February 21, 2019, Windstream Services, LLC (“Windstream Services”), a subsidiary of Windstream Holdings, Inc. (“Windstream Holdings”), obtained a limited waiver (the “Waiver”) under its senior secured credit agreement (the “Credit Agreement”). The Waiver from the “Required Revolving Lenders” under the Credit Agreement provided, among other things, a limited waiver from certain conditions to borrowing under the revolving credit facility in the Credit Agreement. In addition, on February 21, 2019, Windstream Services borrowed $25.0 million under the revolving credit facility. Additional borrowings under the revolving credit facility are now subject to consent from all revolving lenders.

The foregoing description of the Waiver is qualified in its entirety by reference to the full text of the Waiver, a copy of which is attached hereto as Exhibit 10.1.

Item 1.03 Bankruptcy or Receivership

Chapter 11 Filing

On February 25, 2019 (the “Petition Date”), Windstream Holdings and all of its subsidiaries, including Windstream Services (collectively, the “Debtors”), filed voluntary petitions (the “Chapter 11 Cases”) for reorganization under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Debtors intend to use the court-supervised process to address debt maturities that have been accelerated as a result of the recent decision by Judge Jesse Furman in the Southern District of New York against Windstream Services.

The Debtors continue to operate their businesses and manage their properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. To ensure their ability to continue operating in the ordinary course of business and minimize the effect of bankruptcy on the Debtors’ customers and employees, the Debtors filed with the Bankruptcy Court motions seeking a variety of “first-day” relief, including authority to obtain debtor-in-possession financing described below, pay employee wages and benefits, and pay vendors and suppliers in the ordinary course for all goods and services. On February 26, 2019, the Bankruptcy Court granted the “first day” relief.

“Debtor-in-Possession” Financing

Pursuant to a commitment letter dated as of February 25, 2019 by and among Windstream Holdings, Windstream Services and Citigroup Global Markets Inc. (together with certain of its affiliates, “Citi”), Citi has committed to provide senior secured superpriority debtor-in-possession credit facilities in an aggregate principal amount of $1 billion, comprising a superpriority term loan facility (the “Term Facility”) in an aggregate principal amount of up to $500 million (the “Term Loan Commitments”) and a superpriority revolving credit facility (the “Revolving Facility” and, together with the Term Facility, the “DIP Facilities”) in an aggregate principal amount of up to $500 million, subject to availability as described below.

During the period commencing on the date of the Bankruptcy Court’s entry of an interim order approving the DIP Facilities in form and substance reasonably satisfactory to Citi (the “Interim Order”) and ending on the date the Bankruptcy Court enters a final non-appealable order in form and substance satisfactory to Citi (the “Final Order”), a portion of the Term Loan Commitments will be available to Windstream Services, subject to satisfaction or waiver of certain conditions precedent, in an amount equal to the lesser of $300 million and such other amount as may be approved by order of the Bankruptcy Court. Upon the Bankruptcy Court’s entry of the Final Order, the full remaining amount of the Term Loan Commitments shall be available to Windstream Services, subject to the satisfaction or waiver of certain conditions precedent. Availability under the Revolving Facility will be, at any date after the entry of the Interim Order, an amount equal to $100 million, and after the entry of the Final Order, an amount equal to $500 million.

The proceeds of loans extended under the DIP Facilities will be used for purposes permitted by orders of the Bankruptcy Court, including (i) for working capital and other general corporate purposes (ii) to pay transaction costs, professional fees and other obligations and expenses incurred in connection with the DIP Facilities, the Chapter 11 Cases and the transactions contemplated thereunder, and (iii) to pay adequate protection expenses, if any, to the extent set forth in any order entered by the Bankruptcy Court.

The maturity date of the DIP Facilities will be 24 months after the closing date of the DIP Facilities.

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Loans under the Term Facility and the Revolving Facility will bear interest, at the option of Windstream Services, at (1) a margin plus a base rate of the highest of (i) Citibank, N.A.’s base rate, (ii) the three-month certificate of deposit rate plus 1/2 of 1%, (iii) the Federal funds effective rate plus 1/2 of 1% and (iv) the one-month LIBOR plus 1.00% per annum; or (2) a margin plus LIBOR. From and after the closing date for the DIP Facilities, a non-refundable unused commitment fee will accrue at the rate of 0.50% per annum on the daily average unused portion of the Revolving Facility (whether or not then available).

On February 26, 2019, the Bankruptcy Court approved the DIP Facilities and the DIP Facilities closed on the same day. The foregoing description of the DIP Facilities does not purport to be complete and is qualified in its entirety by reference to the final, executed credit agreement relating to the DIP Facilities, as approved by the Bankruptcy Court.

Item 2.03. Creation of a Direct Financial Obligation or Obligation under an Off Balance Sheet Arrangement of a Registrant.

The information set forth in Items 1.01 and 1.03 is incorporated by reference into this Item 2.03.    

Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The commencement of the Chapter 11 Cases constitutes an event of default under certain of Windstream Services’ and its subsidiaries’ debt instruments, including the following (the “Debt Instruments”):

• Indenture, dated as of October 6, 2010, among Windstream Services, U.S. Bank National Association, as trustee, and the other parties thereto, with respect to the 7.75% Senior Notes due 2020;

• Indenture, dated as of March 28, 2011, among Windstream Services, U.S. Bank National Association, as trustee, and the other parties thereto, with respect to the 7.75% Senior Notes due 2021;

• Indenture, dated as of November 22, 2011, among Windstream Services, U.S. Bank National Association, as trustee, and the other parties thereto, with respect to the 7.50% Senior Notes due 2022;

• Indenture, dated March 16, 2011, among Windstream Services, U.S. Bank National Association, as trustee, and the other parties thereto, with respect to the 7.50% Senior Notes due 2023;

• Indenture, dated as of January 23, 2013, among Windstream Services, U.S. Bank National Association, as trustee, and the other parties thereto, with respect to the 6 3/8% Senior Notes due 2023;

• Indenture, dated as of November 6, 2017, among Windstream Services, U.S. Bank National Association, as trustee and collateral agent, and the other parties thereto, with respect to Windstream’s 8.625% Senior First Lien Notes due 2025;

• Indenture, dated as of December 13, 2017, among Windstream Services, U.S. Bank National Association, as trustee, and the other parties thereto, with respect to the 8.75% Senior Notes due 2024;

• Indenture, dated as of August 2, 2018, among Windstream Services, Wilmington Trust, National Association, as trustee and as notes collateral agent, and the other parties thereto, with respect to the 9.00% Senior Second Lien Notes due 2025;

• Indenture, dated as of August 2, 2018, among Windstream Services, Wilmington Trust, National Association, as trustee and as notes collateral agent, and the other parties thereto, with respect to the 10.500% Senior Second Lien Notes due 2024; and

• Sixth Amended and Restated Credit Agreement, dated as of July 17, 2006, as amended and restated as of April 24, 2015 and thereafter, by and among Windstream Services, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other parties thereto.

Any efforts to enforce payment obligations under the Debt Instruments and other obligations of the Debtors are automatically stayed as a result of the filing of the Chapter 11 Cases and the holders’ rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code.

Item 7.01 Regulation FD Disclosure.

Windstream Holdings and Windstream Services caution that trading in their securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for these securities may bear little or no relationship to the actual recovery, if any, by the holders in the Chapter 11 Cases. Windstream Holdings expects that its stockholders could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases.

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Additional resources for customers, vendors and other stakeholders, and other information on the Chapter 11 filings, can be accessed by visiting the Debtors’ restructuring website at www.windstreamrestructuring.com. Court filings and other documents related to the Chapter 11 process are available on a separate website administered by the Debtors’ claims agent, Kurtzman Carson Consultants LLC at http://www.kccllc.net/windstream. Information is also available by calling 877-759-8815 (toll-free in the U.S.) or +1-424-236-7262 (for parties outside the U.S.).

A copy of the press release dated February 25, 2019 issued by Windstream Holdings announcing the filing of Chapter 11 Cases is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events.

As previously reported, Windstream Services received a notice of default dated September 21, 2017 (the “Notice”) from Aurelius Capital Master Ltd. (“Aurelius”), which alleged that Windstream Services had breached certain covenants under the indenture (the “Indenture”) governing its 6 3/8% Senior Notes due 2023 relating to the transfer of certain assets and the subsequent lease of those assets in connection with the spin-off of Communications Sales & Leasing, Inc. (now known as Uniti Group, Inc.) in April 2015 (the “2015 Transaction”). On November 6, 2017, Windstream Services received consents from holders representing a majority of the outstanding aggregate principal amount of 6 3/8% Senior Notes due 2023 to certain waivers and amendments to the Indenture relating to the defaults alleged in the Notice in connection with certain exchange and consent transactions (the “2017 Exchange and Consent Transactions”).

On October 12, 2017, the trustee under the Indenture filed suit in the United States District Court for the Southern District of New York seeking a declaration that defaults had occurred under the Indenture. Windstream Services filed an answer and affirmative defenses in response to the trustee’s complaint as well as counterclaims against the trustee and Aurelius for declaratory relief. Aurelius filed counterclaims seeking a declaration that the new 6 3/8% Senior Notes due 2023 were improperly issued in the 2017 Exchange and Consent Transactions and the consents received from holders representing a majority of the outstanding aggregate principal amount of 6 3/8% Senior Notes due 2023 did not cure the defaults alleged in the Notice.

On December 7, 2017, Aurelius sent a notice to Windstream Services (the “Notice of Acceleration”) purporting to declare the Notes to be due and payable immediately on the basis of the defaults alleged in the Notice and Windstream Services’ failure to cure such alleged breaches by the end of the cure period.

Trial in the litigation occurred July 23-25, 2018 and the court heard final arguments on July 31, 2018.

On February 15, 2019, Judge Furman of United States District Court for the Southern District of New York issued certain findings of fact and conclusions of law regarding the 2015 Transaction and the 2017 Exchange and Consent Transactions. Judge Furman found that the trustee under the Indenture and/or Aurelius are entitled to a judgment:

• declaring that, in effecting the 2015 Transaction, Windstream Services failed to comply with the covenants set forth in Section 4.19 of the Indenture restricting certain sale and leaseback transactions;

• declaring that Windstream Services’ breaches of Section 4.19 constitute a “Default” under Indenture;

• declaring that the 6 3/8% Senior Notes due 2023 issued in the 2017 Exchange and Consent Transactions do not constitute “Additional Notes” under the Indenture;

• declaring that the Notice with respect to the foregoing breaches was valid and effective;

• declaring that those breaches ripened into “Events of Default” as defined in the Indenture on December 6, 2017;

• declaring that the Notice of Acceleration with respect to those “Events of Default” was valid and effective, and all principal together with all accrued and unpaid interest on the notes became immediately due and payable as of that date;

• enjoining Windstream Services from taking any further action to issue new notes in contravention of, or to otherwise violate, the Indenture;

• awarding to Aurelius a money judgment in an amount of $310,459,959.10, plus interest from and after July 23, 2018; and

• dismissing Windstream Services’ counterclaims with prejudice.

A judgment has not yet been entered by the District Court. Windstream Services is considering its appellate options.

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Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

The following exhibits are filed with this report:

Exhibit No.	Description
Exhibit 10.1	Limited Waiver to Credit Agreement, dated as of February 21, 2019, to the Sixth Amended and Restated Credit Agreement, among Windstream Services, LLC, JPMorgan Chase Bank, N.A., as Administrative Agent, and certain lenders party thereto.
Exhibit 99.1	Press Release issued by Windstream Holdings, Inc. dated February 25, 2019.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WINDSTREAM HOLDINGS, INC.
By:	/s/ Kristi M. Moody
Name:	Kristi M. Moody
Title:	Senior Vice President - General Counsel and Corporate Secretary

WINDSTREAM SERVICES, LLC
By:	/s/ Kristi M. Moody
Name:	Kristi M. Moody
Title:	Senior Vice President - General Counsel and Corporate Secretary

Dated: February 28, 2019

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EX-10.1

Exhibit 10.1

LIMITED WAIVER TO CREDIT AGREEMENT

This Limited Waiver to Credit Agreement (this “Waiver”), dated as of February 21, 2019, is entered into by and among Windstream Services, LLC, a Delaware limited liability company (the “Borrower”), the other Loan Parties listed on the signature pages hereto, the Lenders listed on the signature pages hereto constituting the Required Revolving Lenders and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the “Administrative Agent”).

RECITALS:

WHEREAS, the Borrower, the Lenders party thereto, the Administrative Agent, and the other agents party thereto have entered into that certain Sixth Amended and Restated Credit Agreement, originally dated as of July 17, 2006, and amended and restated as of April 24, 2015 (as amended by the Amendment No. 1 to the Sixth Amended and Restated Credit Agreement, dated as of June 6, 2018, the “Existing Credit Agreement”; the Existing Credit Agreement, as modified by this Waiver and as the same hereafter further may be amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”);

WHEREAS, the United States District Court of the Southern District of New York entered a Findings of Fact and Conclusions of Law on February 15, 2019 with respect to case 17-CV-7587 (JMF) (the “Findings”);

WHEREAS, certain Defaults or Events of Default have occurred or may have occurred and be continuing under the Existing Credit Agreement, directly or indirectly, as a result of the Findings or otherwise (including the failure to make certain interest payment due on February 19, 2019) (the “Defaults”); and

WHEREAS, the Borrower intends to make a single Borrowing of Revolving Loans in an aggregate principal amount of not more than $25,000,000 on or about February 21, 2019 but not later than February 22, 2019 (the “Specified Borrowing”); and

WHEREAS, the Borrower has requested that, solely for purposes of the Specified Borrowing, the Required Revolving Lenders waive (i) the condition contained in Section 4.03(a) of the Existing Credit Agreement with respect to the making and accuracy of the representations and warranties contained in Sections 3.04(b), 3.06(a), 3.06(c) and 3.07 of the Existing Credit Agreement (the “Specified Representations”) and (ii) the condition contained in Section 4.03(b) of the Existing Credit Agreement with respect to the Defaults (the conditions referred to in clauses (i) and (ii), the “Specified Conditions”).

WHEREAS, the undersigned Lenders constituting the Required Revolving Lenders are willing to accommodate such request, subject to satisfaction of the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Credit Agreement as modified hereby.

SECTION 2. Limited Waiver of Conditions. In reliance on the representations, warranties and covenants of the Borrower contained in this Waiver, including without limitation those set forth in Section 3 below, and subject to the terms and conditions of this Waiver, including, without limitation, the conditions to effectiveness specified in Section 4 below, the Revolving Lenders party hereto hereby waive the Specified Conditions solely for purposes of the Specified Borrowing. The Administrative Agent and the Revolving Lenders party hereto each agree and acknowledge that the requirement of the Borrower to provide advance notice to the Administrative Agent in respect of the Specified Borrowing is hereby waived. It is further agreed that the Specified Borrowing, if made, shall be an Alternate Base Rate Borrowing.

SECTION 3. Representations and Warranties. To induce the other parties hereto to enter into this Waiver, the Borrower represents and warrants that:

(a) As of the Waiver Effective Date, this Waiver has been duly authorized, executed and delivered to the Administrative Agent on behalf of the Required Revolving Lenders . This Waiver and the Credit Agreement (in each case, as of the Waiver Effective Date) constitute its legal, valid and binding obligation, enforceable against the Borrower and the other Loan Parties in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) The representations and warranties of each Loan Party set forth in the Loan Documents (except for the Specified Representations) that are qualified by materiality are true and correct, and the representations and warranties (except for the Specified Representations) that are not so qualified are true and correct in all material respects, in each case, as of the Waiver Effective Date (other than with respect to any representation and warranty that expressly relates to an earlier date, in which case such representation and warranty is true and correct or true and correct in all material respects, as applicable, as of such earlier date).

(c) The proceeds of the Specified Borrowing shall be used solely for the purposes set forth in that certain Windstream Revolving Credit Facility Request, dated as of, and delivered to the Revolving Lenders on, February 18, 2019.

SECTION 4. Waiver Effective Date. This Waiver shall become effective as of the first date (the “Waiver Effective Date”) on which each of the following conditions shall have been satisfied:

(a) The Administrative Agent shall have received a counterpart signature page of this Waiver duly executed by each of the Borrower, the Administrative Agent and the Revolving Lenders constituting the Required Revolving Lenders.

(b) The representations and warranties set forth in Sections 3 of this Waiver shall be true and correct in all respects on and as of the Waiver Effective Date, and the Administrative Agent shall have received a certificate (in form and substance reasonably acceptable to the Administrative Agent), dated as of the Waiver Effective Date and signed by a Financial Officer of the Borrower, certifying as to such representations and warranties.

(c) the Borrower shall have paid all outstanding fees, charges and disbursements of Davis Polk & Wardwell LLP, counsel for the Administrative Agent, incurred in respect of the Credit Agreement and this Waiver, to the extent invoiced on or prior to the Waiver Effective Date.

SECTION 5. Amounts Owing

(a) The Borrower and each other Loan Party acknowledge and agree that, as of the date hereof (but prior to giving effect to any Specified Borrowing), the Borrower and, through the Guarantee Agreement, each of the other Loan Parties, is indebted to the Revolving Lenders in an aggregate amount equal to (a) the aggregate principal amount of Revolving Loans outstanding under the Credit Agreement in an amount equal to $777,000,000, plus accrued and unpaid interest thereon and fees in respect thereof, plus (b) all obligations with respect to the Letters of Credit outstanding under the Credit Agreement in the aggregate principal amount equal to $23,440,987, plus the aggregate amount of any LC Reimbursement Obligations, plus (c) the costs and out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Waiver and all documented unpaid costs and out-of-pocket expenses incurred by the Administrative Agent and the Revolving Lenders in connection with the enforcement or protection of their rights or in connection with this Waiver, the Credit Agreement and the other Loan Documents, in connection with the Secured Obligations owing to them under the Credit Agreement or incurred during any workouts, restructuring or negotiating in respect of such Secured Obligations, as and to the extent set forth in Section 9.03 of the Credit Agreement, plus (e) amounts owing, if any, to any Indemnitee, as and to the extent set forth in Section 9.03 of the Credit Agreement, and such amounts are outstanding without defense, offset or counterclaim.

(b) The Borrower and each other Loan Party further acknowledge and agree that following the Waiver Effective Date and the making of the Specified Borrowing and notwithstanding anything to the contrary contained in the Credit Agreement (but without in any way limiting the conditions or any other provision set forth in the Credit Agreement), (x) no Revolving Lender shall be obligated to, or shall be permitted to, honor any Borrowing Request and (y) the Issuing Bank shall not be obligated to, nor shall it be permitted to, issue, amend, renew or extend any Letter of Credit (other than any amendment, renewal or extension otherwise permitted under the Credit Agreement that does not increase the amount available to be drawn under the applicable Letter of Credit), in each case of clauses (x) and (y) unless each Revolving Lender shall have consented thereto in its sole discretion. Nothing contained herein shall alter, modify or otherwise relieve any Revolving Lender of its obligations under Section 2.04(d).

SECTION 6. Effect of the Waiver.

(a) Except as expressly set forth herein, this Waiver shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Waiver is limited in nature and nothing contained herein is intended, or shall be deemed or construed, (i) to constitute a waiver of any Default or any future Defaults (as defined in the Credit Agreement) or Events of Default or compliance with any term or provision of the Loan Documents or applicable law or (ii) to establish a custom or course of dealing between the Loan Parties, on the one hand, and the Administrative Agent and/or any Lender, on the other hand. 

(b) From and after the Waiver Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the “Credit Agreement” in any other Loan Document shall be deemed a reference to the Credit Agreement as modified hereby. This Waiver shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. Notwithstanding the foregoing, no amendment or modification to this Waiver shall be effective without the consent of the Borrower and each Revolving Lender.

SECTION 7. Reaffirmation. In connection with the execution and delivery of this Waiver, the Borrower and each Wireline Company, as borrower, debtor, grantor, mortgagor, pledgor, guarantor or assignor, or in any other similar capacities in which such Person grants Liens or security interests in its property or otherwise acts as an accommodation party or guarantor, as the case may be, in any case under the Loan Documents, hereby (i) ratifies and reaffirms all of its payment, performance and observance obligations and “Secured Obligations”, whether contingent or otherwise, under each such Loan Document, as amended, restated, waived or consented to hereby, to which it is a party, and (ii) to the extent such Person granted Liens on or security interests in any of its property pursuant to any such Loan Documents as security for the “Secured Obligations” of such Person under or with respect to the Loan Documents, ratifies and reaffirms such grant of security and confirms and agrees that such Liens and security interests hereafter secure all of the Secured Obligations of such Person and the Borrower and the Wireline Companies , as applicable, under the Loan Documents, as amended, restated, waived or consented to hereby and by the Credit Agreement, in each case including, without limitation, all additional obligations, indebtedness and Secured Obligations resulting from the Credit Agreement. Each of the parties hereto hereby consents to this Waiver and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed.

SECTION 8. GOVERNING LAW. THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 9. Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent promptly after receipt of a written request for its documented and reasonable out-of-pocket expenses in connection with this Waiver, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in each case to the extent required by the Credit Agreement.

SECTION 10. Counterparts. This Waiver may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic imaging means of an executed counterpart of a signature page to this Waiver shall be effective as delivery of an original executed counterpart of this Waiver.

SECTION 11. Headings. Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Waiver.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

WINDSTREAM SERVICES, LLC, as the Borrower
By:	/s/ Robert E. Gunderman
	Name: Robert E. Gunderman
	Title: Chief Financial Officer

[Signature Page to Waiver to Credit Agreement]

THE GUARANTORS LISTED ON ANNEX I HERETO
By:	/s/ Robert E. Gunderman
	Name: Robert E. Gunderman
	Title: Chief Financial Officer

SOUTHWEST ENHANCED NETWORK SERVICES, LLC
By:	/s/ Robert E. Gunderman
	Name: Robert E. Gunderman
	Title: Chief Financial Officer

WINDSTREAM SOUTHWEST LONG DISTANCE, LLC
By:	/s/ Robert E. Gunderman
	Name: Robert E. Gunderman
	Title: Chief Financial Officer

[Signature Page to Waiver to Credit Agreement]

JPMorgan Chase Bank, N.A. as Administrative Agent, Lender and Issuing Bank
By:	/s/ Neal R. Boylan
	Name: Neal R. Boylan
	Title: Managing Director

[Signature Page to Waiver to Credit Agreement]

[Lender signature pages on file with the Administrative Agent]

[Signature Page to Waiver to Credit Agreement]

EX-99.1

Exhibit 99.1

Windstream Holdings, Inc. Files for Voluntary Reorganization Under Chapter 11

of the U.S. Bankruptcy Code Following Judge Furman’s Decision

Intends to Use Court-Supervised Process to Address Accelerated Debt Maturities Resulting

from the Decision Against Windstream Services, LLC

Committed to Operating Its Business as Usual, Including Providing Exceptional Service to Consumers and Businesses across the U.S.

Secures Commitment of $1 Billion in Debtor-in-Possession Financing to Support Business Operations

LITTLE ROCK, Ark., Feb. 25, 2019 - Windstream Holdings, Inc. (NASDAQ: WIN) (the “Company”) today announced that the Company and all of its subsidiaries have filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York (the “Court”). The Company intends to use the court-supervised process to address debt maturities that have been accelerated as a result of the recent decision by Judge Jesse Furman in the Southern District of New York against Windstream Services, LLC, a subsidiary of the Company.

“Following a comprehensive review of our options, including an appeal, the Board of Directors and management team determined that filing for voluntary Chapter 11 protection is a necessary step to address the financial impact of Judge Furman’s decision and the impact it would have on consumers and businesses across the states in which we operate,” said Tony Thomas, president and chief executive officer of Windstream. “Taking this proactive step will ensure that Windstream has access to the capital and resources we need to continue building on Windstream’s strong operational momentum while we engage in constructive discussions with our creditors regarding the terms of a consensual plan of reorganization. We acted decisively to secure the long-term financial stability of Windstream, and we are confident that, upon completion of the reorganization process, we will be even better positioned to invest in our business, expand our speed and capabilities for our customers and compete for the long term.

“I want to express my appreciation for the continued focus of the entire Windstream team as well as the loyalty and patience of our customers, vendors, channel partners and other stakeholders,” continued Thomas. “With approval from the Court, we will continue paying our employees, maintaining our relationships with our vendors and business partners and serving our customers as usual. We remain committed to providing critical voice and data services and ensuring customers realize the maximum benefit in transitioning to next-generation technology solutions and premium broadband services.”

Windstream has received a commitment from Citigroup Global Markets Inc. for $1 billion in debtor-in-possession (“DIP”) financing. Following approval by the Court, this financing, combined with access to the cash generated by the Company’s ongoing operations, will be available to meet Windstream’s operational needs and continue operating its business as usual.

In conjunction with the filing, the Company has filed a number of customary first day motions. These motions will allow the Company to continue to operate in the normal course of business without interruption or disruption to its relationships with its customers, vendors, channel partners and employees. The Company expects to receive Court approval for these requests and intends to pay vendors in full for all goods received and services provided to Windstream after the filing date.

Judge Jesse Furman’s Decision

As previously announced on February 15, 2019, Judge Furman ruled that Windstream Services, LLC’s 2015 spinoff of certain telecommunications network assets into a real estate investment trust (REIT) violated its agreements with bondholders. The decision arose from challenges by Aurelius Capital Management (“Aurelius”) and U.S. Bank National Association that the spinoff was invalid under the terms of those agreements.

“Windstream strongly disagrees with Judge Furman’s decision,” Thomas said. “The Company believes that Aurelius engaged in predatory market manipulation to advance its own financial position through credit default swaps at the expense of many thousands of shareholders, lenders, employees, customers, vendors and business partners. Windstream stands by its decision to defend itself and try to block Aurelius’ tactics in court. The time is well-past for regulators to carefully examine the ramifications of an unregulated credit default swap marketplace.

“Windstream did not arrive in Chapter 11 due to operational failures and currently does not anticipate the need to restructure material operations,” Thomas said. “While it is unfortunate that Aurelius engaged in these tactics to advance its returns at the expense of Windstream, we look forward to working through the financial restructuring process to secure a sustainable capital structure so we can maintain our strong operational performance and continue serving our customers for many years to come.”

The effect of Judge Furman’s decision was that an event of default under the relevant indenture had occurred that had not been cured or waived. The acceleration of the obligations outstanding under such indenture gave rise to a cross-default under the indentures governing Windstream’s other series of secured and unsecured notes. In addition, the decision gave rise to a cross-default under the credit agreement governing Windstream’s secured term and revolving loan obligations.

Additional Resources

Additional resources for customers, vendors and other stakeholders, and other information on Windstream’s filings, can be accessed by visiting Windstream’s restructuring website at www.windstreamrestructuring.com. Court filings and other documents related to the Chapter 11 process are available on a separate website administered by Windstream’s claims agent, Kurtzman Carson Consultants LLC (“KCC”) at http://www.kccllc.net/windstream. Information is also available by calling 877-759-8815 (toll-free in the U.S.) or +1-424-236-7262 (for parties outside the U.S.).

Advisers

Kirkland & Ellis LLP is serving as legal counsel, PJT Partners LP is serving as financial adviser and Alvarez & Marsal is serving as restructuring adviser to Windstream.

About Windstream

Windstream Holdings, Inc. (NASDAQ: WIN), a FORTUNE 500 company, is a leading provider of advanced network communications and technology solutions. Windstream provides data networking, core transport, security, unified communications and managed services to mid-market, enterprise and wholesale customers across the U.S. The company also offers broadband, entertainment and security services for consumers and small and medium-sized businesses primarily in rural areas in 18 states. Services are delivered over multiple network platforms including a nationwide IP network, our proprietary cloud core architecture and on a local and long-haul fiber network spanning approximately 150,000 miles. Additional information is available at windstream.com or windstreamenterprise.com. Please visit our newsroom at news.windstream.com or follow us on Twitter at @Windstream or @WindstreamBiz.

Cautionary Statements Regarding Forward-Looking Information

Windstream Holdings, Inc. claims the protection of the safe-harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or phrases such as “will,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “forecast” and other words and terms of similar meaning. Forward-looking statements are subject to risks and uncertainties that could cause actual future events and results to differ materially from those expressed in the forward-looking statements.

Forward-looking statements include, but are not limited to, risks and uncertainties relating to the Company's Chapter 11 cases (the "Chapter 11 Case"), including but not limited to, the Company's ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Case, the effects of the Chapter 11 Case on the Company and on the interests of various creditors, stockholders and other constituents; Bankruptcy Court rulings in the Chapter 11 Case and the outcome of the Chapter 11 Case in general; the length of time the Company will operate under the Chapter 11 Case; risks associated with third-party motions in the Chapter 11 Case; the potential adverse effects of the Chapter 11 Case on the Company's liquidity or results of operations and increased legal and other professional costs necessary to execute the Company's reorganization; the conditions to which the Company's debtor-in-possession financing is subject and the risk that these conditions may not be satisfied for various reasons, including for reasons outside of the Company's control; uncertainty associated with evaluating and completing any strategic or financial alternative as well as the Company's ability to implement and realize any anticipated benefits associated with any alternative that may be pursued; the impact of any challenge by creditors or other parties to previously completed transactions; risks associated with the impact of regulatory oversight by the Federal Communications Commission and state public utility commissions and the regulations we are subject to in the Chapter 11 Case; the consequences of the acceleration of our debt obligations; trading price and volatility of the Company's common stock and the ability of the Company to remain listed on the Nasdaq Stock Market; and any other statements regarding plans, objectives, expectations and intentions and other statements that are not historical facts.

Forward-looking statements are based on estimates, projections, beliefs, and assumptions that the Company believes are reasonable but are not guarantees of future events, performance or results. Actual future events and results may differ materially from those expressed in these forward-looking statements as a result of a number of important factors. Factors that could cause actual results to differ materially from those contemplated in our forward-looking statements include, among others, factors under “Risk Factors” in Item 1A of the Company’s Annual Report and in subsequent filings with the Securities and Exchange Commission at www.sec.gov. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Contact:

Chris King, 704-319-1025

christopher.c.king@windstream.com

Media Contacts:

David Avery, 501-748-5876

david.avery@windstream.com