AMENDMENT TO EXCHANGE AND VOTING AGREEMENT
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AMENDMENT
TO EXCHANGE AND VOTING AGREEMENT
AMENDMENT, dated as of June 6, 2003 (this "Agreement"), by and among Cincinnati Xxxx, Inc., an Ohio corporation (formerly known as Broadwing Inc.) (the "Company"), and the undersigned beneficial owners of (or investment managers or advisors for accounts or funds that own) the 9% Senior Subordinated Notes due 2008 (the "Notes") of Broadwing Communications Inc., a Delaware corporation and a subsidiary of the Company ("BCI") (together with their applicable transferees, successors and assigns, each a "Noteholder" and, collectively, the "Noteholders").
The Company and the Noteholders have entered into an Exchange and Voting Agreement dated March 24, 2003 (the "Existing Agreement"). The Company and the Noteholders wish to amend the Existing Agreement in certain respects and, accordingly, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to such terms in the Existing Agreement.
SECTION 2. Amendments to the Existing Agreement.
- (a)
- Section 7(iv) is hereby amended in its entirety as follows:
- (b)
- Section 4 is hereby amended to add the following paragraph:
"(iv) written notice from the Company or any Noteholder to the other parties hereto after August 15, 2003, if the closing of the Exchange Offer and Consent Solicitation has not occurred on or before such date; and"; and
"(f) Each Noteholder hereby waives, for so long as this Agreement remains in effect, any default or event of default under the Indenture that may result from the consummation of the "First Stage Closing", "Second Stage Closing" or "Third Stage Closing" referred to in the Sale Agreement."
SECTION 3. Noteholders' Representations and Warranties. Each of the Noteholders represents and warrants to the other signatories to this Agreement that (i) as of the date of this Agreement, such Noteholder (together with its affiliates) is the beneficial owner of, or the investment adviser or manager for the beneficial owners of, the aggregate principal amount of Notes, set forth opposite such Noteholder's name on Schedule A hereto, with the sole power and authority to vote and dispose of such Notes, and such Notes are owned free and clear of any liens, encumbrances, equities or claims.
SECTION 4. Effective Date. This Agreement shall become effective on the date first above written.
SECTION 5. Ratification. The Existing Agreement, as amended hereby, shall remain in full force and effect and is hereby ratified, approved and confirmed in all respects.
SECTION 6. Miscellaneous.
(a) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by facsimile shall be as effective as delivery of a manually executed counterpart.
(b) Governing Law. This Agreement shall be governed in all respects by the laws of the State of New York.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed and delivered by its duly authorized officers as of the date first written above.
| CINCINNATI XXXX, INC. | ||||
| By: | /s/ XXXX X. XXXXXXXX Name: Xxxx X. Xxxxxxxx Title: Vice President & Treasurer |
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2
| HARCH CAPITAL MANAGEMENT, INC | ||||
| By: | /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: President |
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| 000 Xxxxxxxxx 00xx Xx., 0 Xxxx Xxxxx, Xxxxx 000 Xxxx Xxxxx, XX 00000 |
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3
| MUZINICH & CO. CREDIT | ||||
| By: | /s/ XXXXXX XXXXXXXXXX Name: Xxxxxx Xxxxxxxxxx Title: CFO |
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| 000 Xxxx Xxxxxx 0 Xxx Xxxx, XX 00000 |
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4
| ALLIANZ INVESTMENT MANAGEMENT | ||||
| By: | /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Vice President |
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| 00 Xxxxxx Xxxxx Xxxx Xxxxxxxx, XX 00000 |
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5
| CREDIT SUISSE FIRST BOSTON LLC | ||||
| By: | /s/ XXXX YARIS Name: Xxxx Yaris Title: |
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| 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 |
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6
| KBC FINANCIAL PRODUCTS (CAYMAN ISLANDS) |
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| By: | /s/ XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Managing Director |
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| 000 Xxxx 00xx Xxxxxx 0 Xxxxx Xxxxxxx Xxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000-0000 |
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7
To the Amendment to Exchange and Voting Agreement
Noteholder and Principal Amount of Notes Held
| Name |
Principal Amount |
|||
|---|---|---|---|---|
| Harch Capital Management, Inc. | $ | xxx | ||
| Muzinich & Co. Credit | xxx | |||
| Allianz Investment Management | xxx | |||
| Credit Suisse First Boston Corporation | xxx | |||
| KBC Financial Products (Cayman Islands) | xxx | |||
| Total | $ | xxx | ||
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AMENDMENT TO EXCHANGE AND VOTING AGREEMENT
To the Amendment to Exchange and Voting Agreement Noteholder and Principal Amount of Notes Held
