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Case 1:17-cv-07857-JMF Document 83-4 Filed 12/07/17 Page 1 of 6

EXHIBIT D
Case 1:17-cv-07857-JMF Document 83-4 Filed 12/07/17 Page 2 of 6
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): December 7, 2017

State or other
Exact name of registrant jurisdiction of Commission
as specified in its charter incorporation or organization 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:

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

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

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

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

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.
Case 1:17-cv-07857-JMF
Item 7.01. Regulation FD Disclosure Document 83-4 Filed 12/07/17 Page 3 of 6
On December 7, 2017, Windstream Services, LLC (the Company) sent a letter to Aurelius Capital Master Ltd. (Aurelius), a holder of the Companys 6
3/8% Senior Notes due 2023 (the 6 3/8% Senior Notes), a copy of which is attached hereto as Exhibit 99(a).

Item 8.01. Other Events

On September 22, 2017, the Company received a purported notice of default dated September 21, 2017 (the Notice) from Aurelius, which alleged that the
Company had breached certain covenants under the indenture governing the 6 3/8% Senior Notes (the Indenture) 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.

On November 6, 2017, the Company completed the early settlement of certain previously announced offers to exchange certain of the Companys existing
senior notes for additional 6 3/8% Senior Notes and/or 8.625% Senior First Lien Notes due 2025 and received consents from holders representing a majority of the
outstanding aggregate principal amount of the 6 3/8% Senior Notes to certain waivers and amendments to the Indenture (the Waivers and Amendments) relating
to the defaults alleged in the Notice (the Exchange and Consent Transactions). On November 6, 2017, the Company, the co-issuer, the guarantors party thereto and
the trustee under the Indenture executed a supplemental indenture to the Indenture giving effect to the Waivers and Amendments.

The allegations in the Notice and claims by Aurelius that certain of the Exchange and Consent Transactions violated the Indenture and the Waivers and
Amendments are not valid and effective are the subject of litigation pending in federal district court in the Southern District of New York. The Company is vigorously
defending against these claims. The Company has also filed pleadings outlining that the claims asserted in the litigation by the trustee under the Indenture that relate
to the Notice are mooted by the Waivers and Amendments and, thus, ripe for dismissal. There can be no assurance that the Company will be successful in the
pending litigation.

A stay of the cure period ordered by the federal district court for the defaults alleged in the Notice expired on December 7, 2017. The Company understands
that Aurelius has sent a notice dated December 7, 2017 purporting to declare the 6 3/8% Senior Notes to be due and payable immediately on the basis of the defaults
alleged in the Notice and the Companys failure to cure such alleged breaches by the end of the cure period.

The Company believes the purported acceleration of the 6 3/8% Senior Notes is invalid and of no effect under the Indenture because the defaults alleged in
the Notice are without merit, no Event of Default has occurred under the Indenture and, in any event, all defaults alleged in the Notice have been validly waived
pursuant to the Waivers and Amendments, which are now effective and operative and, as such, are binding on all holders of the 6 3/8% Senior Notes.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No. Description


Exhibit 99(a) Letter dated December 7, 2017

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Case 1:17-cv-07857-JMF Document 83-4 Filed 12/07/17 Page 4 of 6
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.

WINDSTREAM HOLDINGS, INC. WINDSTREAM SERVICES, LLC

By: /s/ Kristi M. Moody By: /s/ Kristi M. Moody


Name: Kristi M. Moody Name: Kristi M. Moody

Title: Senior Vice President, General Counsel and Title: Senior Vice President, General Counsel and
Corporate Secretary Corporate Secretary

Dated: December 7, 2017

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Case 1:17-cv-07857-JMF Document 83-4 Filed 12/07/17 Page 5 of 6
WINDSTREAM

Mailstop B1F03-71A
4001 Rodney Parham Road
Little Rock, Arkansas 72212

Kristi M. Moody
SVP, General Counsel and Corporate Secretary

501.748.5890
Email: Kristi.Moody@windstream.com

December 7, 2017

VIA EMAIL and FEDERAL EXPRESS

Mr. Dennis Prieto


Aurelius Capital Management, LP
535 Madison Avenue
New York, NY 10022

Re: Invalid Notice of Acceleration of 6 3/8% Senior Notes due 2023 to Windstream Services, LLC (Windstream)

Dear Mr. Prieto:

I write in response to a notice of acceleration addressed to Windstream that Aurelius Capital Master Ltd. (Aurelius) apparently publicly released via
Reorg Research this morning that purports to declare the 6 3/8% Senior Notes due 2023 (the 6 3/8% Notes), to be immediately due and payable (the Notice).

The Notice is baseless and of no effect. No Event of Default has occurred, or is occurring, under the indenture governing the 6 3/8% Senior Notes (the
Indenture), because the alleged defaults referenced in the Notice of Acceleration (and set forth in Aureliuss September 21, 2017 notice of default) are without merit.

Furthermore, all such alleged defaults have been validly waived by holders representing a majority of the outstanding aggregate principal amount of the 6
3/8% Notes, which waivers are now effective and operative and, as such, are binding on all holders of the 6 3/8% Notes, including Aurelius. Specifically, on
November 6, 2017, the Company, the co-issuer, the guarantors, and the trustee under the Indenture executed a supplemental indenture giving effect to the waivers
(the Supplemental Indenture). The Supplemental Indenture provides, among other things, that the definition of Sale and Leaseback Transaction in the Indenture
shall be amended by adding the following underlined text: . . . . for the avoidance of doubt, each Transaction, any series of Transactions or the Transactions as a
whole, including the entry into and performance of the Master Lease, shall not constitute a Sale and Leaseback Transaction. Third Supp. Indenture, Section 1.02(b).

For each of the above reasonsthe alleged defaults are meritless, the waiver by a majority of holders of the defaults alleged in the Notice, and the execution
of the Supplemental Indenturethe Notice is invalid and has no force or effect.

Windstream reserves all rights.


Case 1:17-cv-07857-JMF Document 83-4 Filed 12/07/17 Page 6 of 6
Sincerely,

Kristi Moody

cc: U.S. Bank National Association, as Indenture Trustee


Two Midtown Plaza
1349 West Peachtree Street, Suite I 050
Atlanta, Georgia 30309
Facsimile: 404.898.8844

Arthur H. Aufses
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036
via email only: aaufses@kramerlevin.com
Counsel for Aurelius Capital Master, Ltd.

Aaron Marks, Kirkland & Ellis LLP (via email only)


Richard U.S. Howell, Kirkland & Ellis LLP (via email only)
Counsel for Windstream Services, LLC

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