ARTICLE 1. DEFINITIONS AND ACCOUNTING TERMSIndenture • March 31st, 2003 • Broadwing Inc • Telephone communications (no radiotelephone) • New York
SUPPLEMENTAL GUARANTEE (this “Supplemental Guarantee”), dated as of , between , (the “New Guarantor”), a direct or indirect Broadwing Inc. (or its successor), an Ohio corporation (the “Company”), and The Bank of New York, as trustee (the “Trustee”).
EXCHANGE AND VOTING AGREEMENTExchange and Voting Agreement • March 31st, 2003 • Broadwing Inc • Telephone communications (no radiotelephone) • New York
EXCHANGE AND VOTING AGREEMENT, dated as of March 24, 2003, by and among Broadwing Inc., an Ohio corporation (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”).
SECOND AMENDMENT AND RESTATEMENTCredit Agreement • March 31st, 2003 • Broadwing Inc • Telephone communications (no radiotelephone) • New York
SECOND AMENDMENT AND RESTATEMENT OF THE CREDIT AGREEMENT dated as of March 26, 2003, among BROADWING INC. (f/k/a Cincinnati Bell Inc.), an Ohio corporation (“BRW”), and BROADWING COMMUNICATIONS SERVICES INC. (f/k/a IXC Communications Services, Inc.), a Delaware corporation (“BCSI”, and together with BRW, 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 as the Initial Lenders (the “Initial Lenders”), the banks listed on the signature pages hereof 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 with any successor syndication agent appointed pursuant to Article VII, the “Syndication Agent”), CITICORP USA, INC. (“CUSA”), as admin
EXCHANGE AND VOTING AGREEMENTExchange and Voting Agreement • March 31st, 2003 • Broadwing Inc • Telephone communications (no radiotelephone) • New York
EXCHANGE AND VOTING AGREEMENT, dated as of March 24, 2003, by and among Broadwing Inc., an Ohio corporation (the “Company”), and the undersigned beneficial owners of (or investment managers or advisors for accounts or funds that own) the 12 ½% Series B Junior Exchangeable Preferred Stock due 2009 (the “Preferred Stock”) of Broadwing Communications Inc., a Delaware corporation and a subsidiary of the Company (“BCI”) (together with their applicable transferees, successors and assigns, each a “Stockholder” and, collectively, the “Stockholders”).
EQUITY REGISTRATION RIGHTS AGREEMENT by and between BROADWING INC., GS MEZZANINE PARTNERS II, L.P., GS MEZZANINE PARTNERS II OFFSHORE, L.P., and OTHER PURCHASERS NAMED HEREIN March 26, 2003Equity Registration Rights Agreement • March 31st, 2003 • Broadwing Inc • Telephone communications (no radiotelephone) • New York
THIS EQUITY REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of March 26, 2003, by and between Broadwing Inc., an Ohio corporation (the “Company”), GS Mezzanine Partners II, L.P., a Delaware limited partnership (“GS Mezzanine”), GS Mezzanine Partners II Offshore, L.P. (“GS Offshore”), an exempted limited partnership organized under the laws of the Cayman Islands, and any other affiliate of GS Mezzanine who purchases the Offered Securities (as defined in the Purchase Agreement) being issued under the Purchase Agreement at the Closing (as defined in the Purchase Agreement) (together with GS Mezzanine, GS Offshore and one or more partnerships, corporations, trusts or other organizations specified as a Purchaser in Schedule 1 to the Purchase Agreement which controls, is controlled by, or is under common control with, GS Mezzanine or GS Offshore, the “GS Purchasers”), and any other person specified as a Purchaser in Schedule 1 to the Purchase Agreement (together with the GS Purch
WARRANT AGREEMENT Dated as of March 26, 2003 by and among BROADWING INC., GS MEZZANINE PARTNERS II, L.P., GS MEZZANINE PARTNERS II OFFSHORE, L.P., and OTHER PURCHASERS NAMED HEREINWarrant Agreement • March 31st, 2003 • Broadwing Inc • Telephone communications (no radiotelephone)
WARRANT AGREEMENT, dated as of March 26, 2003, by and between Broadwing Inc., an Ohio corporation (the “Company”), GS Mezzanine Partners II, L.P., a Delaware limited partnership (“GS Mezzanine”), GS Mezzanine Partners II Offshore, L.P. (“GS Offshore”), an exempted limited partnership organized under the laws of the Cayman Islands, and any other affiliate of GS Mezzanine who purchases the Offered Securities (as defined in the Purchase Agreement) being issued under the Purchase Agreement at the Closing (as defined in the Purchase Agreement) (together with GS Mezzanine, GS Offshore and one or more partnerships, corporations, trusts or other organizations specified as a Purchaser in Schedule 1 to the Purchase Agreement which controls, is controlled by, or is under common control with, GS Mezzanine or GS Offshore, the “GS Purchasers”), and any other person specified as a Purchaser in Schedule 1 to the Purchase Agreement (together with the GS Purchasers, the “Purchasers”).
BROADWING INC. Senior Subordinated Discount Notes due 2009 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • March 31st, 2003 • Broadwing Inc • Telephone communications (no radiotelephone) • New York
Broadwing Inc., an Ohio corporation (the “Company”), proposes to issue and sell to GS Mezzanine Partners II, L.P., a Delaware limited partnership (“GS Mezzanine”), GS Mezzanine Partners II Offshore, L.P. (“GS Offshore”), an exempted limited partnership organized under the laws of the Cayman Islands, and any other affiliate of GS Mezzanine who purchases the Offered Securities (as defined in the Purchase Agreement) being issued under the Purchase Agreement at the Closing (as defined in the Purchase Agreement) (together with GS Mezzanine, GS Offshore and one or more partnerships, corporations, trusts or other organizations specified as a Purchaser in Schedule 1 to the Purchase Agreement which controls, is controlled by, or is under common control with, GS Mezzanine or GS Offshore, the “GS Purchasers”), and any other person specified as a Purchaser in Schedule 1 to the Purchase Agreement (together with the GS Purchasers, the “Purchasers”), upon the terms and subject to the conditions set f
PURCHASE AGREEMENT BROADWING INC. Senior Subordinated Discount Notes due 2009 of Broadwing Inc., and Warrants to Purchase shares of Common Stock of Broadwing Inc.Purchase Agreement • March 31st, 2003 • Broadwing Inc • Telephone communications (no radiotelephone) • New York
Broadwing Inc., an Ohio corporation (the “Company”), proposes to issue and sell to the Purchasers that principal amount at maturity of the Company’s Senior Subordinated Discount Notes due 2009 (the “Notes”) determined as provided in Section 2(a) below and the Prorated Portion (as defined below) of 17,500,000 warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at an exercise price per share of $3.00, with each Warrant representing on the Closing Date (as defined below), the right to purchase one share of Common Stock (as such number and such exercise price shall be adjusted as if such Warrants were issued on the date hereof and the anti-dilution provisions set forth in Section 11 of the Warrant Agreement (as defined below) were in effect as of the date hereof). “Prorated Portion” means a fraction, the numerator of which is equal to the aggregate purchase price paid by the Purchasers for the Notes purchased at the Cl
