CINCINNATI BELL INC. EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • December 5th, 2003 • Cincinnati Bell Inc • Telephone communications (no radiotelephone) • New York
Cincinnati Bell Inc., an Ohio corporation (f/k/a Broadwing Inc.) (the “Issuer”), proposes to issue and sell to the several purchasers (collectively, the “Purchasers”) named in Schedule A attached to the purchase agreement dated as of October 31, 2003 (the “Purchase Agreement”), upon the terms set forth in the Purchase Agreement, $540,000,000 aggregate principal amount of its 8 3/8% Senior Subordinated Notes due 2014 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by the Company’s subsidiaries listed on Schedule B attached to the Purchase Agreement (the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of November 19, 2003, (the “Indenture”) among the Issuer, the Guarantors named therein and The Bank of New York (the “Trustee”). As an inducement to the Purchasers, the Company agrees with the Purchasers, for the benefit of the holders of the Initial Securities (including, with
THIRD AMENDMENT AND RESTATEMENT OF THE CREDIT AGREEMENT Dated as of November 17, 2003 Among CINCINNATI BELL INC. and BCSI INC. as Borrowers and CINCINNATI BELL INC. as Parent Guarantor THE INITIAL LENDERS, INITIAL ISSUING BANKS AND SWING LINE BANKS...Credit Agreement • December 5th, 2003 • Cincinnati Bell Inc • Telephone communications (no radiotelephone) • New York
THIRD AMENDMENT AND RESTATEMENT OF THE CREDIT AGREEMENT dated as of November 17, 2003, among CINCINNATI BELL INC. (f/k/a Broadwing Inc.), an Ohio corporation (“CBI”), and BCSI INC. (f/k/a Broadwing Communications Services Inc.), a Delaware corporation (“BCSI”, and together with CBI, each a “Borrower” and collectively the “Borrowers”), the banks, financial institutions and other institutional lenders that are party to the Existing Credit Agreement (as hereinafter defined) on the date hereof and the Term D Lenders that are party to the Amendment and Restatement Agreement (as hereinafter defined) as the Initial Lenders (collectively, the “Initial Lenders”), the banks listed on the signature pages to the Amendment and Restatement Agreement as the Initial Issuing Banks (the “Initial Issuing Banks” and, together with the Initial Lenders, the “Initial Lender Parties”) and the Swing Line Banks (as hereinafter defined), BANK OF AMERICA, N.A. (“Bank of America”), as syndication agent (together w
