8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-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): June 8, 2010

Otelco Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-32362	52-2126395
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

505 Third Avenue East, Oneonta, AL 35121

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (205) 625-3574

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 (see General Instruction A.2. below):

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))

Item 1.01. Entry into a Material Definitive Agreement.

On June 8, 2010, Otelco Inc. (the “Company”), in connection with the exchange of 544,671 of its Income Deposit Securities (each representing one share of its Class A common stock, $0.01 par value per share, and a 13% senior subordinated note due 2019 with a $7.50 principal amount (each, a “Note”)) for 544,671 shares of its issued and outstanding Class B common stock, $0.01 par value per share (the “Exchange Transaction”), entered into a Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”) to the Indenture, dated as of December 21, 2004, among the Company, the Company’s subsidiary guarantors from time to time party thereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee, pursuant to whi ch the Company issued, and the Guarantors guaranteed, $4,085,032.50 aggregate principal amount of Notes forming part of the IDSs issued in the Exchange Transaction.  The foregoing description of the Fourth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 9.01.	Financial Statements and Exhibits.
Exhibit No.	Description
4.1	Fourth Supplemental Indenture, dated as of June 8, 2010, among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee

SIGNATURES

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 hereunto duly authorized.

	OTELCO INC.
	(Registrant)
Date: June 8, 2010
	By:	/s/ Curtis L. Garner, Jr.
		Name: Curtis L. Garner, Jr.
		Title: Chief Financial Officer

EX-4.1

Exhibit 4.1

FOURTH SUPPLEMENTAL INDENTURE

FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 8, 2010, among Otelco Inc., a Delaware corporation (the “Company”), each subsidiary of the Company listed on the signature pages hereto (the “Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as trustee under the Indenture (as defined below) (the “Trustee”).

WITNESSETH:

WHEREAS, the Company and the 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 of the Company (the “Notes”), as supplemented by the First Supplemental Indenture, dated as of July 3, 2006 (the “First Supplemental Indenture”), providing for the guarantee of the Company’s obligations under the Indenture by certain additional Guarantors, the Second Supplemental Indent ure, dated as of July 5, 2007 (the “Second Supplemental Indenture”), providing for the issuance of additional Notes, and the Third Supplemental Indenture, dated as of October 31, 2008 (the “Third Supplemental Indenture”), providing for the guarantee of the Company’s obligations under the Indenture by certain additional Guarantors;

WHEREAS, $103,575,497.50 in aggregate principal amount of the Notes have been issued and are outstanding under the Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture (the “Original Notes”);

WHEREAS, pursuant to Section 4.14 of the Indenture, the Company has decided to issue up to $4,085,032.50 in aggregate principal amount of additional Notes (the “Additional Notes”) in connection with the exchange of up to 544,671 IDSs for up to 544,671 shares of issued and outstanding Class B Common Stock; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Company, the Guarantors and the Trustee 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 Company, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

1.The Additional Notes.  The Additional Notes shall be issued in an aggregate principal amount of up to $4,085,032.50.

2.Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby and by the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, 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, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereb y.

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 THE INDENTURE, AS SUPPLEMENTED HEREBY AND BY THE FIRST SUPPLEMENTAL INDENTURE, THE SECOND SUPPLEMENTAL INDENTURE AND THE THIRD SUPPLEMENTAL 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.

[Signature Pages Follow.]

2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

OTELCO INC.
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer
BRINDLEE MOUNTAIN TELEPHONE
COMPANY
(As Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer
BLOUNTSVILLE TELEPHONE COMPANY, INC.
(As Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer
COMMUNICATIONS DESIGN ACQUISITION CORPORATION
(As Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer

[Signature Pages to Fourth Supplemental Indenture]

CRC COMMUNICATIONS OF MAINE, INC.
(As Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer
HOPPER TELECOMMUNICATIONS COMPANY, INC.
(As Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer
IMAGINATION, INC.
(As Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer
MID-MAINE TELPLUS
(As Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Vice President
MID-MISSOURI HOLDING CORP.
(As Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer

[Signature Pages to Fourth Supplemental Indenture]

OTELCO TELECOMMUNICATIONS LLC
(As Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer
OTELCO TELEPHONE LLC
(As Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer
SACO RIVER TELEGRAPH AND TELEPHONE COMPANY
(As Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer
THE GRANBY TELEPHONE & TELEGRAPH CO. OF MASS.
(As Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer
THE PINE TREE TELEPHONE AND TELEGRAPH COMPANY
(As Guarantor)
By:	/s/ Curtis L. Garner, Jr.
	Name: Curtis L. Garner, Jr.
	Title: Chief Financial Officer
WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE
By:	/s/ Martin Reed
	Name: Martin Reed
	Title: Vice President

[Signature Pages to Fourth Supplemental Indenture]