Limited GuaranteeLimited Guarantee • March 5th, 2020 • Ares Management LLC • Telephone communications (no radiotelephone) • Delaware
This Limited Guarantee, dated as of March 4, 2020 (this “Limited Guarantee”), by ASOF Holdings I, L.P., a Delaware limited partnership (the “Guarantor”), is entered into in favor of Cincinnati Bell Inc., an Ohio corporation (in its capacity as the guaranteed party under this Limited Guarantee, the “Guaranteed Party”). Pursuant to the Agreement and Plan of Merger, dated as of March , 2020 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among the Guaranteed Party (in its capacity as Company under the Merger Agreement, the “Company”), Red Fiber Parent LLC, a Delaware limited liability company (“Parent”), and RF Merger Sub Inc., an Ohio corporation (“Merger Sub”), the Merger Sub shall be merged with and into the Company. The Merger Agreement provides that the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. Capitalized terms used in this Limited Guarantee
JOINT FILING AGREEMENTJoint Filing Agreement • March 5th, 2020 • Ares Management LLC • Telephone communications (no radiotelephone)
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments to the Schedule 13D) with respect to the common shares, par value $0.01 per share, of Cincinnati Bell Inc., an Ohio corporation, and that this agreement may be included as an exhibit to such joint filing.
ContractMerger Agreement • March 5th, 2020 • Ares Management LLC • Telephone communications (no radiotelephone)
following the final day of the Marketing Period, subject to, in each case, the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions) or (ii) such other time and date as shall be agreed to in writing between the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.
AGREEMENT AND PLAN OF MERGER Dated as of March 2 , 2020, Among CINCINNATI BELL INC., RED FIBER PARENT LLC and RF MERGER SUB INC.Merger Agreement • March 5th, 2020 • Ares Management LLC • Telephone communications (no radiotelephone)
AGREEMENT AND PLAN OF MERGER (this “Agreement “) dated as of March 2 , 2020, among Cincinnati Bell Inc., an Ohio corporation (the “Company”), Red Fiber Parent LLC, a Delaware limited liability company (“Parent”), and RF Merger Sub Inc., an Ohio corporation and a directly wholly owned subsidiary of Parent (“Merger Sub”).
