8-K

8-K CINCINNATI BELL INC.

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: June 7, 2010

CINCINNATI BELL INC.

(Exact name of registrant as specified in its charter)

Ohio	1-8519	31-1056105
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

221 East Fourth Street Cincinnati, Ohio	45202
(Address of principal executive offices)	(Zip Code)

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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Form 8-K Cincinnati Bell Inc.

Section 1 — Registrant’s Business and Operations

Item 1.01 Modification of a Material Definitive Agreement.

On June 7, 2010, Cincinnati Bell Inc. (the “Company”), its wholly-owned receivables subsidiary Cincinnati Bell Funding LLC (“CB Funding”), the various Purchasers and Purchaser Agents and PNC Bank, National Association as Administrator entered into the Sixth Amendment to Receivables Purchase Agreement dated as of June 7, 2010 (the “Sixth Amendment”). The Sixth Amendment amends the Company’s Receivables Purchase Agreement originally entered into on March 23, 2007, among the Company, CB Funding, the various Purchaser Groups identified therein and PNC Bank, National Association, as amended, by reducing the size of the borrowing facility to $100,000,000 and adding Cincinnati Bell Any Distance of Virginia LLC (“CBADVA”) as an Originator. On June 7, 2010, the Company, CB Funding, and CBADVA entered into the Joinder and Third Amendment to Purchase and Sale Agreement dated as of June 7, 2010 among CBADVA as a New Originator, the Originators identified therein, CB Funding, and the Company as sole member of CB Funding and as Servicer (the “Joinder Agreement”). The Joinder Agreement amends the Purchase and Sale Agreement dated as of March 23, 2007 among CB Funding, the Company, and the various Originators identified therein (as amended, the “Purchase and Sale Agreement”), by adding CBADVA as an Originator to the Purchase and Sale Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Sixth Amendment to Receivables Purchase Agreement dated as of June 7, 2010, to the Receivables Purchase Agreement, dated as of March 23, 2007, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell Inc., as Servicer, the Purchasers and Purchaser Agents identified therein, and PNC Bank, National Association, as Administrator for each Purchaser Group.
99.2	Joinder and Third Amendment to Purchase and Sale Agreement dated as of June 7, 2010, among Cincinnati Bell Any Distance of Virginia LLC as a New Originator, the Originators identified therein, Cincinnati Bell Funding LLC, and Cincinnati Bell Inc. as sole member of Cincinnati Bell Funding and as Servicer.

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.
By:	/s/ Christopher J. Wilson
	Christopher J. Wilson
	Vice President, General Counsel & Secretary

Date: June 9, 2010

Exhibit Index

Exhibit No.	Exhibit
99.1	Sixth Amendment to Receivables Purchase Agreement dated as of June 7, 2010, to the Receivables Purchase Agreement, dated as of March 23, 2007, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell Inc., as Servicer, the Purchasers and Purchaser Agents identified therein, and PNC Bank, National Association, as Administrator for each Purchaser Group.
99.2	Joinder and Third Amendment to Purchase and Sale Agreement dated as of June 7, 2010, among Cincinnati Bell Any Distance of Virginia LLC as a New Originator, the Originators identified therein, Cincinnati Bell Funding LLC, and Cincinnati Bell Inc. as sole member of Cincinnati Bell Funding and as Servicer.

EX-99.1

Exhibit 99.1

EXECUTION COPY

[CINCINNATI BELL]

SIXTH AMENDMENT TO

RECEIVABLES PURCHASE AGREEMENT

THIS SIXTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of June 7, 2010, is entered into among CINCINNATI BELL FUNDING LLC (the “Seller”), CINCINNATI BELL INC. (the “Servicer”), the Purchasers and Purchaser Agents parties hereto and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrator for each Purchaser Group (the “Administrator”).

RECITALS

1. The parties hereto are parties to the Receivables Purchase Agreement, dated as of March 23, 2007 (as amended, amended and restated, supplemented or otherwise modified through the date hereof, the “Agreement”); and

2. The parties hereto desire to amend the Agreement as hereinafter set forth.

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. As used herein, “New Originator” means Cincinnati Bell Any Distance of Virginia LLC, a Virginia limited liability company, and its successors and permitted assigns and “PSA Amendment” means that certain Joinder and Third Amendment to the Purchase and Sale Agreement, dated as of the date hereof, by and among the New Originator, the existing Originators, the Seller and CB and consented to by the Administrator and the Purchaser Agent.

SECTION 2. Amendments to the Agreement.

2.1 Clause (iii) of the second sentence of Section 6.7 of the Agreement is hereby amended and restated in its entirety as follows:

(iii) the rating agencies or any other nationally recognized statistical rating organization rating the Notes of any Conduit Purchasers (if they agree, or are otherwise required by law, to hold it confidential),

2.2 The Commitment of the Related Committed Purchaser is hereby amended to be the amount set forth below such party’s name on its signature page hereto.

2.3 The definition of “Legacy Originator” set forth in Exhibit I to the Agreement is hereby amended and restated in its entirety as follows:

“Legacy Originator” means any of CBAD Virginia, eVolve, CBAD, CBCP, CBET, CBT and CBW.

2.4 The definition of “Purchase Limit” set forth in Exhibit I to the Agreement is hereby amended by deleting the reference to the amount “$115,000,000” therein and substituting the amount “$100,000,000” therefor.

2.5 Exhibit I to the Agreement is hereby amended by inserting, in the appropriate alphabetical order, the following new definition:

“CBAD Virginia” means Cincinnati Bell Any Distance of Virginia LLC, a Virginia limited liability company, and its successors and permitted assigns.

2.6 Clause (g)(ii)(b) of Exhibit V to the Agreement is hereby amended by deleting the reference to the percentage “12.0%” therein and substituting the percentage “13.0%” therefor.

SECTION 3. Reaffirmation of Performance Guarantor. CB, in its capacity as Performance Guarantor under the Performance Guaranty, hereby (i) consents (to the extent required under the Performance Guaranty or any applicable law) to and acknowledges and agrees with the amendments contemplated by this Amendment and by the PSA Amendment and any and all other amendments, modifications or waivers to or in the Transaction Documents amended on or before the date hereof, including any and all provisions thereof that increase the obligations of any Originator, Servicer, Sub-Servicer or Seller, (ii) confirms and agrees that, at all times from and after the Effective Date (as defined below), all of the terms, covenants, conditions, agreements, undertakings and obligations of the New Originator under the Purchase and Sale Agreement and each other Transaction Document to which it is or becomes a party shall be, for all purposes of the Performance Guaranty and the other Transaction Documents, included in and made part of the Guaranteed Obligations described therein and (iii) ratifies and reaffirms all of its payment and performance obligations under the Performance Guaranty.

SECTION 4. Representations and Warranties. Each of the Seller, the Servicer and the Performance Guarantor hereby represents and warrants to the Administrator, each Purchaser and each Purchaser Agent as follows:

(a) 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).

(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, as amended hereby, 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, as amended hereby, are such Person’s valid and legally binding obligations, enforceable in accordance with its terms.

(c) No Default. Both before and immediately after giving effect to this Amendment and the transactions contemplated hereby, no Termination Event or Unmatured Termination Event exists or shall exist.

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SECTION 5. 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 6. Effectiveness. This Amendment shall become effective as of the date hereof (the “Effective Date”) subject to the condition precedent that the Administrator shall have received on or before the Effective Date each of the following, each in form and substance satisfactory to the Administrator:

(a) counterparts of (i) this Amendment, (ii) the PSA Amendment (and evidence that each of the conditions to effectiveness set forth therein have been satisfied) and (iii) the amended and restated Purchaser Group Fee Letter, dated as of the date hereof (including receipt of the “Structuring Fee” referred to therein), in each case duly executed by each of the parties thereto;

(b) secretary’s certificates of each of the Seller, the New Originator, the Servicer and the Performance Guarantor certifying: (i) a copy of the resolutions authorizing such party’s execution, delivery and performance of this Amendment and the other documents to be delivered by it in connection herewith, as applicable, (ii) a copy of the organizational documents of such party, (iii) good standing certificates for each such party issued by the Secretary of State (or similar official) of the state of each such Person’s organization and (iv) the names and true signatures of such party’s officers who are authorized on its behalf to execute this Amendment and any other documents to be delivered by it in connection herewith, as applicable;

(c) acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the Effective Date under the UCC of all jurisdictions necessary in order to perfect the interests of the Seller and the Administrator (on behalf of each Purchaser) contemplated by the Agreement and the Sale Agreement;

(d) acknowledgment copies, or time-stamped receipt copies, of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the New Originator;

(e) counterparts of a Release Letter executed by Bank of America, N.A., as administrative agent and collateral agent (in such capacities, the “Agent”) under that certain Credit Agreement dated as of February 16, 2005 (as amended and restated as of August 31, 2005, as further amended as of May 25, 2007, as further amended as of August 12, 2008, as further amended and restated as of June 25, 2009, and as such agreement may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), releasing all security interests and other rights of

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the Agent under the Credit Agreement in the Receivables, Contracts and Related Security of the New Originator, dated on or before the date hereof;

(f) completed UCC search reports, dated on or shortly before the date hereof, listing the financing statements filed in all applicable jurisdictions, that name the New Originator as debtor, together with copies of such other financing statements, and similar search reports with respect to judgment liens, federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, as the Administrator may reasonably request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clauses (d) and (e));

(g) favorable opinions, addressed to the Administrator, each Purchaser and each Purchaser Agent in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of The Law Offices of Thomas W. Bosse, PLLC and Cravath, Swaine & Moore LLP, each as counsel for Seller, the New Originator, the Servicer and the Performance Guarantor, covering such matters as the Administrator may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters and certain UCC perfection and priority matters;

(h) evidence of payment by the Seller of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Effective Date; and

(i) such other documents and instruments as the Administrator may reasonably request.

SECTION 7. Post-Closing Covenant. Each of the Seller and the Servicer hereby covenants and agrees to provide the Administrator with each of the following promptly upon the effectiveness of the completed replacement of the Credit Agreement (the “New Credit Agreement”), each in form and substance satisfactory to the Administrator:

(a) counterparts of a release letter executed by the Agent under such New Credit Agreement, reaffirming its release, or releasing, as the case may be, all security interests and other rights of the Agent under such New Credit Agreement in the Receivables, Contracts and Related Security, dated the effective date of such New Credit Agreement (or evidence that such security interests and other rights are automatically released under such New Credit Agreement); and

(b) acknowledgment copies, or time-stamped receipt copies, of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators or the Seller under such New Credit Agreement.

SECTION 8. 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.

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SECTION 9. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York.

SECTION 10. 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.

[SIGNATURES BEGIN ON NEXT PAGE]

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

CINCINNATI BELL FUNDING LLC, as Seller
By:	/s/ Kimberly H. Sheehy
Name:	Kimberly H. Sheehy
Title:	Vice President and Treasurer
CINCINNATI BELL INC., as Servicer
By:	/s/ Kimberly H. Sheehy
Name:	Kimberly H. Sheehy
Title:	Vice President and Treasurer

PNC BANK, NATIONAL ASSOCIATION, as Administrator
By:	/s/ William P. Falcon
	Name: William P. Falcon
	Title: Vice President
PNC BANK, NATIONAL ASSOCIATION, as Purchaser Agent for the Market Street Purchaser Group
By:	/s/ C. Joseph Richardson
	Name: C. Joseph Richardson
	Title: Senior Vice President
MARKET STREET FUNDING LLC, as a Related Committed Purchaser
By:	/s/ Doris J. Hearn
	Name: Doris J. Hearn
	Title: Vice President
Commitment: $100,000,000

S-1 Sixth Amendment to RPA (Cincinnati Bell)

MARKET STREET FUNDING LLC, as a Conduit Purchaser
By:	/s/ Doris J. Hearn
	Name: Doris J. Hearn
	Title: Vice President
CINCINNATI BELL INC., as Performance Guarantor
By:	/s/ Kimberly H. Sheehy
Name:	Kimberly H. Sheehy
Title:	Vice President and Treasurer

S-2 Sixth Amendment to RPA (Cincinnati Bell)

EX-99.2

Exhibit 99.2

EXECUTION COPY

JOINDER AND THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS JOINDER AND THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT, dated as of June 7, 2010 (this “Amendment”) is entered into by CINCINNATI BELL ANY DISTANCE OF VIRGINIA LLC, a limited liability company organized under the laws of Virginia (the “New Originator”), with its principal place of business located at 221 East Fourth Street, Cincinnati, Ohio, 45202, the Originators listed on the signature pages hereto, 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 Purchase and Sale Agreement, dated as of March 23, 2007 (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 “Purchase and Sale Agreement” or the “Agreement”).

B. The New Originator desires to become an Originator pursuant to Section 4.3 of the Purchase and Sale Agreement.

C. The parties hereto desire to join the New Originator to the Purchase and Sale Agreement and to otherwise amend the Purchase and Sale Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and 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 Purchase and Sale Agreement or in the Receivables Purchase Agreement (as defined in the Purchase and Sale Agreement).

SECTION 2 Joinder. This Amendment constitutes a Joinder Agreement as defined in the Purchase and Sale Agreement, and in furtherance thereof, the parties hereto hereby agrees as follows:

2.1 Transaction Documents. The New Originator hereby agrees that it shall be bound by all of the terms, conditions and provisions of, and shall be deemed to be a party to (as if it were an original signatory to), the Purchase and Sale Agreement and each of the other relevant Transaction Documents. From and after the later of the date hereof and the date that the New Originator has complied with all of the requirements of Section 4.3 of the Purchase and Sale Agreement, the New Originator shall be an Originator for all purposes of the Purchase and Sale Agreement and all other Transaction Documents and shall have all the rights and obligations of an Originator thereunder. The New Originator hereby acknowledges that it has received copies of the Purchase and Sale Agreement and the other Transaction Documents.

2.2 Representations and Warranties. The New Originator hereby makes all of the representations and warranties of an Originator set forth in the Purchase and Sale Agreement (as

amended hereby and to the extent applicable) as of the date hereof (unless such representations or warranties relate to an earlier date, in which case as of such earlier date), as if such representations and warranties were fully set forth herein. The New Originator hereby represents and warrants that its location (as defined in the applicable UCC) is Virginia, and the office where the New Originator keeps all of its Records and Related Security is as set forth on Schedule III to this Amendment.

2.3 Notice. Each of the parties hereto, and the Administrator and the Purchaser Agent by their signatures hereto, acknowledges and agrees that the thirty day prior written notice requirement with respect to the New Originator set forth in Section 4.3 of the Purchase and Sale Agreement has been satisfied or waived.

SECTION 3. Amendments. The Agreement is hereby amended as follows:

3.1 With respect to the New Originator, any reference in the Agreement to the “Cut-off Date” shall be deemed to be a reference to “June 7, 2010”.

3.2 With respect to the New Originator, any reference to the “Closing Date” or the “date hereof” shall be deemed to be a reference to “June 7, 2010”.

3.3 For purposes of Section 10.2 of the Purchase and Sale Agreement, the address for notice for the New Originator shall be as follows:

Address:	221 East Fourth Street
	Cincinnati, OH 45202
Attention: Kimberly H. Sheehy Telephone: (513) 397-7862 Facsimile: (513) 397-4177

3.5 Schedule I to the Purchase and Sale Agreement is hereby amended and restated in its entirety as Schedule I attached hereto.

3.6 Schedule II to the Purchase and Sale Agreement is hereby amended and restated in its entirety as Schedule II attached hereto.

3.7 Schedule III to the Purchase and Sale Agreement is hereby amended and restated in its entirety as Schedule III attached hereto.

3.8 Schedule IV to the Purchase and Sale Agreement is hereby amended and restated in its entirety as Schedule IV attached hereto.

SECTION 4. Representations and Warranties. Each of the New Originator, the Originators, the Company and CB hereby represents and warrants as follows:

4.1 Representations and Warranties. The representation and warranties made by it in the Purchase and Sale Agreement, as amended by this Amendment, and in the other Transaction Documents are true and correct as of the date hereof (unless stated to relate solely to an earlier

2 Joinder and Third Amendment to Purchase and Sale Agreement (Cincinnati Bell)

date, in which case such representations and warranties are true and correct as of such earlier date).

4.2 Enforceability. The execution and delivery by such Person of this Amendment, and the performance of each of its obligations under this Amendment and the Purchase and Sale Agreement, as amended hereby, are within each of its organizational powers and have been duly authorized by all necessary organizational action on its part. This Amendment and the Purchase and Sale Agreement, as amended hereby, are such Person’s valid and legally binding obligations, enforceable in accordance with the terms thereof.

4.3 No Default. Both before and immediately 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 exists.

SECTION 5. Effect of Amendment. All provisions of the Purchase and Sale 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 Purchase and Sale Agreement shall be deemed to be references to the Purchase and Sale 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 Purchase and Sale Agreement other than as set forth herein.

SECTION 6. Effectiveness. This Amendment shall become effective as of the date hereof (the “Effective Date”) subject to the condition precedent that the Administrator shall have received on or before the Effective Date each of the following, each in form and substance satisfactory to the Administrator: (a) evidence that each of the conditions to effectiveness set forth in that certain Sixth Amendment to the Receivables Purchase Agreement, dated as of even date herewith, shall have been satisfied, (b) counterparts of this Amendment duly executed by each of the other parties hereto, (c) each document, agreement, instrument or other item listed in Section 4.1 of the Purchase and Sale Agreement, in each case with respect to the New Originator and (d) such other documents, agreements, instruments, and opinions as the Administrator may request.

SECTION 7. Miscellaneous. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York. 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. 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 Joinder and Third Amendment to Purchase and Sale Agreement (Cincinnati Bell)

Schedule IV

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

CINCINNATI BELL ANY DISTANCE OF VIRGINIA LLC
By:	/s/ Kimberly H. Sheehy
	Name: Kimberly H. Sheehy
	Title: Vice President and Treasurer
CINCINNATI BELL FUNDING LLC
By:	/s/ Kimberly H. Sheehy
Name:	Kimberly H. Sheehy
Title:	Vice President and Treasurer
CINCINNATI BELL INC., as sole member of Cincinnati Bell Funding LLC
By:	/s/ Kimberly H. Sheehy
Name:	Kimberly H. Sheehy
Title:	Vice President and Treasurer
CINCINNATI BELL INC., as Servicer
By:	/s/ Kimberly H. Sheehy
Name:	Kimberly H. Sheehy
Title:	Vice President and Treasurer

Schedule IV-1 Joinder and Third Amendment to

Purchase and Sale Agreement

(Cincinnati Bell)

ORIGINATORS:
CINCINNATI BELL ANY DISTANCE INC., as an Originator
By:	/s/ Kimberly H. Sheehy
Name:	Kimberly H. Sheehy
Title:	Vice President and Treasurer
CINCINNATI BELL TELEPHONE COMPANY LLC, as an Originator
By:	/s/ Kimberly H. Sheehy
Name:	Kimberly H. Sheehy
Title:	Vice President and Treasurer
CINCINNATI BELL WIRELESS, LLC, as an Originator
By:	/s/ Kimberly H. Sheehy
Name:	Kimberly H. Sheehy
Title:	Vice President and Treasurer
CINCINNATI BELL EXTENDED TERRITORIES LLC, as an Originator
By:	/s/ Kimberly H. Sheehy
Name:	Kimberly H. Sheehy
Title:	Vice President and Treasurer
CINCINNATI BELL COMPLETE PROTECTION INC., as an Originator
By:	/s/ Kimberly H. Sheehy
Name:	Kimberly H. Sheehy
Title:	Vice President and Treasurer

2 Joinder and Third Amendment to

Purchase and Sale Agreement

(Cincinnati Bell)

CINCINNATI BELL TECHNOLOGY SOLUTIONS INC., as an Originator
By:	/s/ Kimberly H. Sheehy
Name:	Kimberly H. Sheehy
Title:	Vice President and Treasurer
EVOLVE BUSINESS SOLUTIONS LLC
By:	/s/ Kimberly H. Sheehy
Name:	Kimberly H. Sheehy
Title:	Vice President and Treasurer

3 Joinder and Third Amendment to

Purchase and Sale Agreement

(Cincinnati Bell)

Consented to:

PNC BANK, NATIONAL ASSOCIATION, as Administrator
By:	/s/ William P. Falcon
	Name: William P. Falcon
	Title: Vice President
PNC BANK, NATIONAL ASSOCIATION, as Purchaser Agent
By:	/s/ C. Joseph Richardson
	Name: C. Joseph Richardson
	Title: Senior Vice President

4 Joinder and Third Amendment to

Purchase and Sale Agreement

(Cincinnati Bell)