Cincinnati Bell 2014 Annual Report Download - page 147

SEVENTH AMENDMENT TO
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “ Amendment”), dated as of
September 30, 2014, is entered into by and among CINCINNATI BELL FUNDING LLC (the “Seller”), CINCINNATI BELL INC., as Servicer (the “Servicer”),
and as Performance Guarantor (the “Performance Guarantor”), 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 Amended and Restated Receivables Purchase Agreement, dated as of June 6, 2011 (as amended,
amended and restated, supplemented or otherwise modified through the date hereof, the “Agreement”).
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.
SECTION 2. Amendment to the Agreement. The Agreement is hereby amended by replacing the phrase “45 days” where it appears
in clause (g)(iii) of the definition of “Termination Event” set forth in Exhibit V of the Agreement with the phrase “50 days”.
SECTION 3. Reaffirmation of Performance Guarantor. The Performance Guarantor 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 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 may increase the obligations of any Originator, Servicer, Sub-Servicer or Seller and (ii) 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 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. After giving effect to this Amendment, no Termination Event, Unmatured Termination Event or Servicer Default
exists or shall exist.
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 upon the Administrator’s receipt of
counterparts of this Amendment duly executed by each of the parties hereto.