Document


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): May 9, 2019


 
CINCINNATI BELL INC.
(Exact Name of Registrant as Specified in its Charter)


 
 
 
 
 
 
Ohio
 
001-8519
 
31-1056105
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
221 East Fourth Street
Cincinnati, OH 45202
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (513) 397-9900

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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
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 o

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 Securities Act. o





Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol(s)
 
Name of Each Exchange on Which Registered
Common Shares ($0.01 par value)
 
CBB
 
New York Stock Exchange
Depositary Shares, each representing 1/20 interest in a Share of 6 ¾% Cumulative Convertible Preferred Stock, without par value
 
CBB.PB
 
New York Stock Exchange









































ITEM 1.01- ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 9, 2019 (the “Closing Date”), Cincinnati Bell Inc. (the “Company”), together with certain of its U.S. and Canadian subsidiaries, made amendments to the Company’s accounts receivables securitization program (the “Accounts Receivables Securitization Program”). In connection therewith, the Company entered into (i) the Second Amendment to Second Amended and Restated Purchase and Sale Agreement, dated as of the Closing Date (the “Second PSA Amendment”), by and among the Originators identified therein, each of which is a direct or indirect wholly owned subsidiary of the Company (the “Originators”), Cincinnati Bell Funding LLC, a Delaware limited liability company and a wholly owned special purpose subsidiary of the Company (“CB Funding”), and the Company, as Servicer, (ii) the First Amendment to Receivables Purchase Agreement, dated as of the Closing Date, by and among CB Funding as Seller, the Company as Servicer, and PNC Bank, National Association as Buyer (the “First RPA Amendment”) and, (iii) the Second Amendment to Receivables Financing Agreement, dated as of the Closing Date (the “Second RFA Amendment” and, together with the Second PSA Amendment and the First PSA Amendment, the “Amendments”), by and among CB Funding and Cincinnati Bell Funding Canada Ltd., an Ontario corporation, as Borrowers, the Company and OnX Enterprise Solutions Ltd., an Ontario corporation, as Servicers, the various Lenders, Letter of Credit Participants and Group Agents from time to time party thereto, PNC Bank, National Association, as Administrator and Letter of Credit Bank, and PNC Capital Markets, as Structuring Agent. The Amendments amend the Accounts Receivables Securitization Program to, among other things: (i) renew the facility for an additional 364 days, to May 7, 2020, (ii) to add provisions for a successor to LIBOR in the event LIBOR is no longer applicable, and (iii) make technical changes to account for the continued integration of the Company’s Hawaiian Telcom and OnX acquisitions into the facility.

The foregoing descriptions of each of the Second PSA Amendment, the First RPA Amendment, and the Second RFA Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of each, copies of which are filed as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively, and are incorporated herein by reference.

ITEM 2.03- CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The disclosure set forth under Item 1.01 above is incorporated herein by reference.

ITEM 9.01- FINANCIAL STATEMENTS AND EXHIBITS

(d)
Exhibit No.
Description
Second Amendment to Second Amended and Restated Purchase and Sale Agreement, dated as of May 9, 2019, by and among the Originators identified therein, Cincinnati Bell Funding LLC, Cincinnati Bell Inc., as Servicer.
First Amendment to Receivables Purchase Agreement, dated as of May 9, 2019, by and among Cincinnati Bell Funding LLC as Seller, Cincinnati Bell Inc. as Servicer, and PNC Bank, National Association, as Buyer.
Second Amendment to Receivables Financing Agreement, dated as of May 9, 2019, by and among Cincinnati Bell Funding LLC and Cincinnati Bell Funding Canada Ltd., as Borrowers, Cincinnati Bell Inc. and OnX Enterprise Solutions Ltd., as Servicers, the Lenders, Letter of Credit Participants and Group Agents from time to time party thereto, PNC Bank, National Association, as Administrator and Letter of Credit Bank, and PNC Capital Markets, as Structuring Agent.










EXHIBIT INDEX

Exhibit No.
Description
99.1
Second Amendment to Second Amended and Restated Purchase and Sale Agreement, dated as of May 9, 2019, by and among the Originators identified therein, Cincinnati Bell Funding LLC, Cincinnati Bell Inc., as Servicer.
99.2
First Amendment to Receivables Purchase Agreement, dated as of May 9, 2019, by and among Cincinnati Bell Funding LLC as Seller, Cincinnati Bell Inc. as Servicer, and PNC Bank, National Association, as Buyer.
99.3
Second Amendment to Receivables Financing Agreement, dated as of May 9, 2019, by and among Cincinnati Bell Funding LLC and Cincinnati Bell Funding Canada Ltd., as Borrowers, Cincinnati Bell Inc. and OnX Enterprise Solutions Ltd., as Servicers, the Lenders, Letter of Credit Participants and Group Agents from time to time party thereto, PNC Bank, National Association, as Administrator and Letter of Credit Bank, and PNC Capital Markets, as Structuring Agent.






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
CINCINNATI BELL INC.
 
 
 
 
 
Date:
May 10, 2019
 
By:
/s/ Christopher J. Wilson
 
 
 
 
Christopher J. Wilson
 
 
 
 
Vice President and General Counsel



cincinnatibellsecondac3c
Exhibit 99.1 EXECUTION VERSION SECOND AMENDMENT TO SECOND AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT SECOND AMENDMENT, dated as of May 9, 2019 (this “Amendment”), is entered into by the Originators listed on the signature pages hereto (each, an “Originator”; and collectively, the “Originators”), CINCINNATI BELL FUNDING LLC, a Delaware limited liability company (the “Company”) and CINCINNATI BELL INC. (“CB”), an Ohio corporation, as sole member of the Company and as Servicer. BACKGROUND: A. The Originators, the Company and CB have entered into that certain Second Amended and Restated Purchase and Sale Agreement, dated as of May 10, 2018 (as amended, restated, supplemented or otherwise modified through the date hereof, and as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Agreement”). B. Whereas, as contemplated by that certain Acknowledgement and Consent, dated as of January 1, 2019, each of (a) (i) OnX Holdings LLC and (ii) OnX Managed Services Inc. (together the “Non-Originator Companies”) and (b) OnX USA LLC (together with the Non- Originating Companies, the “Subject Companies”) directly or indirectly distributed, transferred, assigned, or conveyed, whether in one or a series of transactions, all or substantially all of its operations including assets and liabilities associated therewith to CBTS Technology Solutions LLC (collectively, the “Subject Asset Distributions”) on January 1, 2019. C. Whereas, effective as of March 11, 2019 for OnX Holdings LLC and OnX USA LLC and as of March 15, 2019 for OnX Managed Services Inc., such Subject Company merged into CBTS Technology Solutions LLC with CBTS Technology Solutions LLC as the surviving entity (such mergers, the “Subject Mergers”). D. The parties hereto desire to amend the Agreement as set forth herein. NOW, THEREFORE, in consideration of the mutual agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings assigned thereto in the Agreement or in the Receivables Financing Agreement (as such term is defined in the Agreement). SECTION 2. Amendments to the Agreement. The Agreement is hereby amended as follows: A. Schedule I of the Agreement is hereby replaced in its entirety with Schedule I attached hereto. B. Schedule II of the Agreement is hereby replaced in its entirety with Schedule II attached hereto. 732383939 06117932


 
C. Schedule III of the Agreement is hereby replaced in its entirety with Schedule III attached hereto. D. Schedule IV of the Agreement is hereby replaced in its entirety with Schedule IV attached hereto. SECTION 3. Representations and Warranties. Each Originator, the Company and CB hereby represents and warrants as follows: (a) Representations and Warranties. The representations and warranties made by it in the Agreement, as amended by this Amendment, are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations and warranties are true and correct as of such earlier date). (b) Enforceability. The execution and delivery by such Person of this Amendment, and the performance of each of its obligations under this Amendment and the Agreement, after giving effect to this Amendment, are within each of its organizational powers and have been duly authorized by all necessary organizational action on its part. This Amendment and the Agreement, after giving effect to this Amendment, are such Person’s valid and legally binding obligations, enforceable in accordance with the terms thereof. (c) No Default. After giving effect to this Amendment and the transactions contemplated hereby, no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event exists or shall exist. SECTION 4. Effect of Amendment. All provisions of the Agreement, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement to “this Agreement”, “the Purchase and Sale Agreement”, “hereof”, “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement, after giving effect to this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Agreement, other than as set forth herein. SECTION 5. Effectiveness. This Amendment shall become effective as of the date hereof upon receipt by the Administrator of the counterparts of this Amendment duly executed by each of the other parties hereto. SECTION 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. Delivery by facsimile or email of an executed signature page of this Amendment shall be effective as delivery of an executed counterpart hereof. SECTION 7. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5- 1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). 2 732383939 06117932


 
SECTION 8. Severability. If any one or more of the agreements, provisions or terms of this Amendment shall for any reason whatsoever be held invalid or unenforceable, then such agreements, provisions or terms shall be deemed severable from the remaining agreements, provisions and terms of this Amendment and shall in no way affect the validity or enforceability of the provisions of this Amendment or the Agreement. SECTION 9. Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Agreement or any provision hereof or thereof. [Signature Pages Follow] 3 732383939 06117932


 
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written. CINCINNATI BELL FUNDING LLC By: /s/ Joshua T. Duckworth Name: Joshua T. Duckworth Title: Vice President of Treasury, Corporate Finance and Investor Relations CINCINNATI BELL INC., as sole member of Cincinnati Bell Funding LLC By: /s/ Joshua T. Duckworth Name: Joshua T. Duckworth Title: Vice President of Treasury, Corporate Finance and Investor Relations CINCINNATI BELL INC., as Servicer By: /s/ Joshua T. Duckworth Name: Joshua T. Duckworth Title: Vice President of Treasury, Corporate Finance and Investor Relations


 
ORIGINATORS: CBTS TECHNOLOGY SOLUTIONS LLC, CINCINNATI BELL TELEPHONE COMPANY LLC, CINCINNATI BELL EXTENDED TERRITORIES LLC, CBTS VIRGINIA LLC, HAWAIIAN TELCOM COMMUNICATIONS, INC., HAWAIIAN TELCOM, INC., HAWAIIAN TELCOM SERVICES COMPANY, INC., WAVECOM SOLUTIONS CORPORATION, and SYSTEMMETRICS CORPORATION, each as an Originator By: /s/ Joshua T. Duckworth Name: Joshua T. Duckworth Title: Vice President of Treasury, Corporate Finance and Investor Relations 2 732383939 06117932


 
Consented to: PNC BANK, NATIONAL ASSOCIATION, as Administrator By: /s/ Michael Brown Name: Michael Brown Title: Senior Vice President PNC BANK, NATIONAL ASSOCIATION, as Purchaser Agent By: /s/ Michael Brown Name: Michael Brown Title: Senior Vice President REGIONS BANK as Purchaser Agent By: /s/ Kathy Myers Name: Kathy Myers Title: Vice President 3 732383939 06117932


 
cincinnatibellfirstamend
Exhibit 99.2 EXECUTION VERSION FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT THIS FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of May 9, 2019, is entered into by and among CINCINNATI BELL FUNDING LLC (the “Seller”), CINCINNATI BELL INC., as Servicer (the “Servicer”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), as buyer (the “Buyer”). RECITALS The parties hereto are parties to the Receivables Purchase Agreement, dated as of May 10, 2018 (as amended, amended and restated, supplemented or otherwise modified through the date hereof, the “Agreement”) and desire to amend the Agreement as hereinafter set forth. Concurrently herewith, the Seller, the Servicer, the Buyer, and the other parties thereto are entering into that certain Second Amendment to the Receivables Financing Agreement, dated as of the date hereof (the “RFA Amendment”). The parties hereto desire to amend the Agreement as set forth herein. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. Certain Defined Terms. Capitalized terms that are used but not defined herein shall have the meanings set forth in the Agreement. SECTION 2. Amendments to the Agreement. The Agreement is hereby amended as follows: 2.1 The following new clause (g) is added to Section 1 of the Agreement immediately following the existing clause (f) thereof: (g) Successor LIBOR. (i) If the Buyer determines (which determination shall be final and conclusive, absent manifest error) that either (i) (A) the circumstances set forth in Section 1.22 of the Financing Agreement have arisen and are unlikely to be temporary, or (B) the circumstances set forth in Section 1.22 of the Financing Agreement have not arisen but the applicable supervisor or administrator (if any) of LIBOR or a Governmental Authority having jurisdiction over the Buyer has made a public statement identifying the specific date after which LIBOR shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (ii) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans in U.S. Dollars in the U.S. market, then the Buyer may (in consultation with the Seller) choose a replacement index for LIBOR and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent 732201764 06117932


 
practicable, the all-in Discount based on the replacement index will be substantially equivalent to the all-in Discount based on LIBOR in effect prior to its replacement. (ii) The Buyer and the Seller shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Buyer, for the implementation and administration of the replacement index-based rate. (iii) Selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (i) will be determined with due consideration to the then-current market practices for determining and implementing a rate of interest for newly originated loans in the United States and loans converted from a LIBOR-based rate to a replacement index-based rate, and (ii) may also reflect adjustments to account for (A) the effects of the transition from LIBOR to the replacement index and (B) yield- or risk-based differences between LIBOR and the replacement index. (iv) Until an amendment reflecting a new replacement index in accordance with this Section 1(g) is effective, Discount with respect to any Purchased Receivable determined with reference to LIBOR will continue to be determined with reference to LIBOR; provided however, that if the Buyer determines (which determination shall be final and conclusive, absent manifest error) that a LIBOR Termination Date has occurred, then following the LIBOR Termination Date, Discount with each Purchased Receivable shall automatically begin to be determined with reference to the Base Rate (as defined in the Financing Agreement) until such time as an amendment reflecting a replacement index and related matters as described above is implemented. (v) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, at such times, such index shall be deemed to be zero for purposes of this Agreement. 2.2 Schedule II of the Agreement is hereby replaced in its entirety with Schedule II attached hereto. 2.3 The following new defined terms are added to Exhibit A of the Agreement in appropriate alphabetical order: “Beneficial Ownership Rule” means 31 C.F.R. § 1010.230. “Beneficial Ownership Certification” means, for the Seller, a certification of the Seller as to its beneficial owner(s) complying with the Beneficial Ownership Rule. 2.4 The definition of “Discount Period” set forth in Exhibit A of the Agreement is amended and restated to read in its entirety as follows: 732201764 06117932 - 2 -


 
“Discount Period” means with respect to any Purchased Receivable, the sum of the number of days from and including the Purchase Date thereof to but excluding the first Weekly Settlement Date occurring after (i) the Due Date with respect thereto plus (ii) the Account Debtor Supplemental Period for the applicable Account Debtor of such Purchased Receivable; provided, however, that in no event shall the Discount Period with respect to any Purchased Receivable end prior to sixty (60) days after the first Weekly Settlement Date following the Due Date with respect to such Purchased Receivable. 2.5 The following new clause (q) is added to Exhibit C of the Agreement immediately following clause (p) thereof: (q) With respect to the Seller, as of May 9, 2019, it is an entity that is organized under the laws of the United States or of any state thereof and at least 51% of whose common stock or analogous equity interest is owned directly or indirectly by a company listed on the New York Stock Exchange or the American Stock Exchange or designated as a NASDAQ National Market Security listed on the NASDAQ stock exchange and is excluded on that basis from the definition of “Legal Entity Customer” as defined in the Beneficial Ownership Rule. 2.6 The following clause (o) is added to Exhibit D of the Agreement immediately following clause (n) thereof: (o) Beneficial Ownership Certification. Promptly following any change that would result in a change to the status as an excluded “Legal Entity Customer” under the Beneficial Ownership Rule, the Seller shall execute and deliver to the Buyer a certification of the Seller as to its beneficial owner(s) complying with the Beneficial Ownership Rule, in form and substance reasonably acceptable to the Buyer. 2.7 Exhibit G of the Agreement is hereby replaced in its entirety with Exhibit G attached hereto. SECTION 3. Representations and Warranties. Each of the Seller and the Servicer hereby represents and warrants to the Buyer as follows: Representations and Warranties. The representations and warranties made by it in the Transaction Documents are true and correct as of the date hereof and after giving effect to this Amendment (unless stated to relate solely to an earlier date, in which case such representations or warranties were true and correct as of such earlier date). Enforceability. The execution and delivery by such Person of this Amendment, and the performance of each of its obligations under this Amendment and the Agreement, as amended hereby, are within its organizational powers and have been duly authorized by all necessary organizational action on its part. This Amendment and the Agreement, as amended hereby, are such Person’s valid and legally binding obligations, enforceable in accordance with its terms. 732201764 06117932 - 3 -


 
No Default. After giving effect to this Amendment, no Servicer Termination Event exists or shall exist. SECTION 4. Effect of Amendment. All provisions of the Agreement, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement (or in any other Transaction Document) to “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Agreement other than as set forth herein. SECTION 5. Effectiveness. This Amendment shall become effective as of the date hereof upon the Buyer’s receipt of duly executed counterparts of this Amendment from each of the parties hereto. SECTION 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. Delivery by facsimile or email of an executed signature page of this Amendment shall be effective as delivery of an executed counterpart hereof. SECTION 7. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5- 1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). SECTION 8. Severability. If any one or more of the agreements, provisions or terms of this Amendment shall for any reason whatsoever be held invalid or unenforceable, then such agreements, provisions or terms shall be deemed severable from the remaining agreements, provisions and terms of this Amendment and shall in no way affect the validity or enforceability of the provisions of this Amendment or the Agreement. SECTION 9. Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Agreement or any provision hereof or thereof. SECTION 10. Consents. The Buyer hereby consents to the Seller’s and Servicer’s execution and delivery of the RFA Amendment and the performance of its respective obligations thereunder. (Signature pages follow) 732201764 06117932 - 4 -


 
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above. CINCINNATI BELL FUNDING LLC, as Seller By:_/s/ Joshua T. Duckworth Name: Joshua T. Duckworth Title: Vice President of Treasury, Corporate Finance and Investor Relations CINCINNATI BELL INC., as Servicer By:_/s/ Joshua T. Duckworth Name: Joshua T. Duckworth Title: Vice President of Treasury, Corporate Finance and Investor Relations PNC BANK, NATIONAL ASSOCIATION, as Buyer By:_/s/ Michael Brown Name: Michael Brown Title: Senior Vice President


 
cincinnatibellsecondamen
Exhibit 99.3 EXECUTION VERSION SECOND AMENDMENT TO RECEIVABLES FINANCING AGREEMENT SECOND AMENDMENT, dated as of May 9, 2019 (this “Amendment”), to the RECEIVABLES FINANCING AGREEMENT, dated as of May 10, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and among CINCINNATI BELL FUNDING LLC, a Delaware limited liability company (the “U.S. Borrower”) and CINCINNATI BELL FUNDING CANADA LTD., an Ontario corporation, as Borrowers (together with the U.S. Borrower, the “Borrowers”), CINCINNATI BELL INC., an Ohio corporation (“CB”, the “U.S. Servicer” and the “Performance Guarantor”) and ONX ENTERPRISE SOLUTIONS LTD., an Ontario corporation (together with the U.S. Servicer, the “Servicers”), as Servicers, THE VARIOUS LENDERS, LC PARTICIPANTS AND GROUP AGENTS FROM TIME TO TIME PARTY THERETO, PNC BANK, NATIONAL ASSOCIATION, as Administrator (in such capacity, the “Administrator”) and as issuer of Letters of Credit, and PNC CAPITAL MARKETS (the “Structuring Agent”), a Pennsylvania limited liability company, as Structuring Agent. RECITALS 1. The parties to the Agreement desire to amend the Agreement as hereinafter set forth. 2. Concurrently herewith, the parties hereto are entering into that certain Tenth Amended and Restated Fee Letter (the “Fee Letter”). 3. Concurrently herewith, the U.S. Borrower, as seller, the U.S. Servicer and the Administrator, as buyer, are entering into that certain First Amendment to the Receivables Purchase Agreement, dated as of the date hereof (the “RPA Amendment”). NOW THEREFORE, in consideration of the mutual agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. Certain Defined Terms. Capitalized terms that are used but not defined herein shall have the meanings set forth in the Agreement. SECTION 2. Amendments to the Agreement. The Agreement is hereby amended as follows: 2.1 The definition of “CAD-USD VaR Percentage” set forth in Exhibit A of the Agreement is amended and restated to read in its entirety as follows: “CAD-USD VaR Percentage” means 6.0%, or such other percentage designated as such by the Administrator upon five (5) days’ written notice to the Borrowers. 2.2 The definition of “Default Ratio” set forth in Exhibit A of the Agreement is amended and restated to read in its entirety as follows: 732201497 06117932


 
“Default Ratio” means the ratio (expressed as a percentage and rounded to the nearest 1/100 of 1%) computed as of the last day of each calendar month by dividing: (a) the aggregate Outstanding Balance of all Managed Receivables that became Defaulted Receivables during such calendar month (other than Receivables that became Defaulted Receivables as a result of an Event of Bankruptcy with respect to the Obligor thereof during such month), by (b) the sum of (w) the aggregate initial Outstanding Balance of all Group A Receivables originated by the Originators during the calendar month that is five (5) calendar months before such calendar month, plus (x) the aggregate initial Outstanding Balance of all Group B Receivables originated by the Originators during the calendar month that is seven (7) calendar months before such calendar month, plus (y) the sum for each Designated Obligor of the aggregate initial Outstanding Balance of all Receivables, the Obligor of which is a Designated Obligor, originated by the Originators during the Designated Terms applicable to such Designated Obligor for purposes of this defined term. 2.3 The definition of “Delinquent Receivable” set forth in Exhibit A of the Agreement is amended and restated to read in its entirety as follows: “Delinquent Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for more than (a) solely with respect to a Receivable, the Obligor of which is a Designated Obligor, the Designated Terms applicable to such Designated Obligor for purposes of this defined term, (b) with respect to any Receivable (other than a Receivable, the Obligor of which is a Designated Obligor) that has a stated maturity which is less than ninety-one (91) days after the original invoice date of such Receivable, one hundred and twenty (120) days from the original invoice date of such Receivable and (c) with respect to any Receivable (other than a Receivable, the Obligor of which is a Designated Obligor) that has a stated maturity which is ninety-one (91) or more days after the original invoice date of such Receivable, one hundred and fifty (150) days from the original invoice date of such Receivable. 2.4 Clause (c) of the definition of “Eligible Receivable” set forth in Exhibit A of the Agreement is amended and restated to read in its entirety as follows: (c) that does not have a stated maturity which is more than one-hundred- twenty (120) days after the original invoice date of such Receivable; provided that in the case of Pool Receivables the Obligor of which is a Designated Obligor, (i) an Eligible Receivable means a Pool Receivable that does not have a stated maturity which is more than the Designated Terms applicable to such Designated Obligor for purposes of this defined term and (ii) such Pool Receivable meets each of the other criteria set forth in this definition, 2.5 Subparts (iv), (vii), and (viii) of the definition of “Excess Concentration” set forth in Exhibit A of the Agreement are amended and restated to read in its entirety as follows: (iv) the amount by which the aggregate Outstanding Balance of Eligible Receivables (other than Receivables the Obligor of which is an Excluded 732201497 06117932 - 2 -


 
Designated Obligor) that have a stated maturity which is more than sixty (60) days and less than ninety-one (91) days after the original invoice date of such Receivable then in the Receivables Pool exceeds 20% (or, upon five (5) days’ notice, such other percentage threshold as may be agreed upon in writing by the Administrator, each Purchaser Agent and each Borrower) of the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool; plus (vii) the amount by which the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool the Obligor for which is an Eligible Canadian Governmental Entity exceeds 6% of the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool; plus (viii) the amount by which the aggregate Outstanding Balance of Eligible Receivables (other than Receivables the Obligor of which is an Excluded Designated Obligor) that have a stated maturity which is more than ninety (90) days after the original invoice date of such Receivable then in the Receivables Pool exceeds 2.5% (or, upon five (5) days’ notice, such other percentage threshold as may be agreed upon in writing by the Administrator, each Purchaser Agent and each Borrower) of the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool. 2.6 The definition of “Legacy Hawaiian Telecom Originator Systems Migration Date” set forth in Exhibit A of the Agreement is deleted in its entirety. 2.7 The definition of “Loss Reserve Percentage” forth in Exhibit A of the Agreement is amended and restated to read in its entirety as follows: “Loss Reserve Percentage” means, on any date, a percentage equal to (i) the product of (A) 2.25 times the highest average of the Default Ratios for any three consecutive calendar months during the twelve most recent calendar months, multiplied by (B) the sum of (1) the aggregate initial Outstanding Balance of all Receivables originated by the Originators during the five most recent calendar months, plus (2) 0.10 multiplied by the aggregate initial Outstanding Balance of all Receivables, the Obligor of which is not a Designated Obligor, originated by the Originators during the sixth most recent calendar month, plus (3) the sum for each Designated Obligor of the aggregate initial Outstanding Balance of all Receivables, the Obligor of which is a Designated Obligor, originated by the Originators during the Designated Terms applicable to such Designated Obligor, divided by (ii) the Net Receivables Pool Balance as of such date. 2.8 The definition of “Scheduled Termination Date” set forth in Exhibit A of the Agreement is amended and restated to read in its entirety as follows: “Scheduled Termination Date” means, with respect to any Lender, May 7, 2020, as such date may be extended from time to time with respect to such Lender pursuant to Section 1.23. 2.9 Schedule IV of the Agreement is replaced in its entirety with Schedule IV attached hereto. 732201497 06117932 - 3 -


 
2.10 Annex I of the Agreement is replaced in its entirety with Annex I attached hereto. SECTION 3. Representations and Warranties. Each of the Borrower, the Servicer and the Performance Guarantor hereby represents and warrants to the Administrator, each Secured Party as follows: (a) Representations and Warranties. The representations and warranties made by it in the Agreement are true and correct as of the date hereof and after giving effect to this Amendment (unless stated to relate solely to an earlier date, in which case such representations or warranties were true and correct as of such earlier date). (b) Enforceability. The execution and delivery by such Person of this Amendment, and the performance of each of its obligations under this Amendment and the Agreement, after giving effect to this Amendment, are within its organizational powers and have been duly authorized by all necessary organizational action on its part. This Amendment and the Agreement, after giving effect to this Amendment, are such Person’s valid and legally binding obligations, enforceable in accordance with its terms. (c) No Default. After giving effect to this Amendment, no Event of Default, Unmatured Event of Default or Servicer Default exists or shall exist. SECTION 4. Effect of Amendment. All provisions of the Agreement, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement to “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement, as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Agreement other than as set forth herein. SECTION 5. Effectiveness. This Amendment shall become effective as of the date hereof, upon the Administrator’s receipt of: (a) duly executed counterparts of this Amendment from each of the parties hereto; (b) duly executed counterparts of the RPA Amendment; and (c) duly executed counterparts of the Fee Letter. SECTION 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. Delivery by facsimile or email of an executed signature page of this Amendment shall be effective as delivery of an executed counterpart hereof. 732201497 06117932 - 4 -


 
SECTION 7. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5- 1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). SECTION 8. Severability. If any one or more of the agreements, provisions or terms of this Amendment shall for any reason whatsoever be held invalid or unenforceable, then such agreements, provisions or terms shall be deemed severable from the remaining agreements, provisions and terms of this Amendment and shall in no way affect the validity or enforceability of the provisions of this Amendment or the Agreement. SECTION 9. Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Agreement or any provision hereof or thereof. [Signature pages follow] 732201497 06117932 - 5 -


 
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written. CINCINNATI BELL FUNDING LLC, as U.S. Borrower By: /s/ Joshua T. Duckworth Name: Joshua T. Duckworth Title: Vice President of Treasury, Corporate Finance and Investor Relations CINCINNATI BELL INC., as U.S. Servicer and as Performance Guarantor By: /s/ Joshua T. Duckworth Name: Joshua T. Duckworth Title: Vice President of Treasury, Corporate Finance and Investor Relations CINCINNATI BELL FUNDING CANADA LTD., as Canadian Borrower By: /s/ Joshua T. Duckworth Name: Joshua T. Duckworth Title: Vice President of Treasury, Corporate Finance and Investor Relations ONX ENTERPRISE SOLUTIONS LTD., as Canadian Servicer By: /s/ Joshua T. Duckworth


 
Name: Joshua T. Duckworth Title: Vice President of Treasury, Corporate Finance and Investor Relations


 
PNC BANK, NATIONAL ASSOCIATION, as a Related Committed Lender and Group Agent for the PNC Group By: /s/ Michael Brown Name: Michael Brown Title: Senior Vice President PNC BANK, NATIONAL ASSOCIATION, as Administrator and LC Bank By: /s/ Michael Brown Name: Michael Brown Title: Senior Vice President PNC BANK, NATIONAL ASSOCIATION, as the LC Bank and as an LC Participant By: /s/ Michael Brown Name: Michael Brown Title: Senior Vice President PNC CAPITAL MARKETS LLC, as Structuring Agent


 
By: /s/ Michael Brown Name: Michael Brown Title: Senior Vice President REGIONS BANK, as a Group Agent, as an LC Participant, as a Related Committed Lender By: /s/ Kathy Myers Name: Kathy Myers Title: Vice President