Ex. 10.2 - 3rd Amendment to Amended and Restated Purchase and Sale Agreement






THIRD AMENDMENT TO 
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, dated as of June 1, 2015 (this “Amendment”) is entered into by CINCINNATI BELL WIRELESS, LLC, a Delaware corporation (the “Exiting Originator”), the remaining Originators listed on the signature pages hereto (each, a “Continuing Originator”; and collectively, the “Continuing 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 Exiting Originator, the Continuing Originators, the Company and CB have entered into that certain Amended and Restated Purchase and Sale Agreement, dated as of June 6, 2011 (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.    The Exiting Originator desires to no longer be a party to the Agreement and to be relieved of all rights and obligations thereunder (other than such obligations which by their express terms survive termination of the Agreement).
C.    The parties hereto desire to amend the 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 Agreement or in the Receivables Purchase Agreement (as defined in the Agreement).
SECTION 2.Amendments.  The Agreement is hereby amended as follows:
(a)Clause (a) of Section 1.1 of the Agreement is amended by deleting  the word “CBW” in each place where it appears therein and substituting “Cincinnati Bell Wireless, LLC”.
(b)Section 8.1 of the Agreement is amended by replacing the proviso thereto in its entirety with the following:
provided that, if any “Purchase and Sale Termination Event” set forth in clauses (a) through (e) listed above shall have occurred with respect to CBT, such Purchase and Sale Termination Event shall be deemed to have occurred with respect to all Transferors.
(c)Schedule I to the Agreement is amended and restated in its entirety as Schedule I attached hereto.
(d)Schedule II to the Agreement is amended and restated in its entirety as Schedule II attached hereto.
(e)Schedule III to the Agreement is amended and restated in its entirety as Schedule III attached hereto.
(f)Schedule IV to the Agreement is amended and restated in its entirety as Schedule IV attached hereto.
SECTION 3.Removal of Exiting Originator.  The parties hereto hereby agree that upon the effectiveness of this Amendment, the Exiting Originator shall no longer be party to the Agreement and shall no longer have any obligations or rights thereunder (other than such obligations which by their express terms survive termination of the Agreement).
SECTION 4.Representations and Warranties.  Each of the Exiting Originator, the Continuing Originators, the Company and CB hereby represents and warrants as follows:
(a)Representations and Warranties.  The representation and warranties made by it in the 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 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, 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 the terms thereof.
(c)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 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”, “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 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.  Upon the effectiveness of this Amendment and at all times thereafter, references to the Exiting Originator (in such capacity or in any other capacity, including, without limitation, its individual capacity) in the Agreement or any other Transaction Document or in any other agreement or document related to any of the foregoing shall be deemed to be read to take into effect the transactions contemplated by this Amendment.
SECTION 6.Effectiveness.  This Amendment shall become effective as of the date hereof upon receipt by the Administrator 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 Eighth Amendment to the Amended and Restated Receivables Purchase Agreement, dated as of even date herewith, shall have been satisfied and (b) counterparts of this Amendment duly executed by each of the other parties hereto.
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]

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

	 
	 
	 
	as the Exiting Originator
	 

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Christopher C. Elma
	 

	 
	 
	Name:
	Christopher C. Elma
	 

	 
	 
	Title:
	Vice President and Treasurer
	 





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	CINCINNATI BELL FUNDING LLC

	 
	 
	 
	 

	 
	 
	By:
	/s/ Christopher C. Elma

	 
	 
	Name:
	Christopher C. Elma

	 
	 
	Title:
	Vice President and Treasurer

	 
	 
	 
	 

	 
	 
	 
	CINCINNATI BELL INC., as sole member of

	 
	 
	 
	Cincinnati Bell Funding LLC

	 
	 
	 
	 

	 
	 
	By:
	/s/ Christopher C. Elma

	 
	 
	Name:
	Christopher C. Elma

	 
	 
	Title:
	Vice President and Treasurer

	 
	 
	 
	 

	 
	 
	 
	CINCINNATI BELL INC.,

	 
	 
	 
	as Servicer

	 
	 
	 
	 

	 
	 
	By:
	/s/ Christopher C. Elma

	 
	 
	Name:
	Christopher C. Elma

	 
	 
	Title:
	Vice President and Treasurer





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	ORIGNATORS:

	 
	 
	 
	 

	 
	 
	 
	CINCINNATI BELL ANY DISTANCE INC.,

	 
	 
	 
	as an Orignator

	 
	 
	 
	 

	 
	 
	By:
	/s/ Christopher C. Elma

	 
	 
	Name:
	Christopher C. Elma

	 
	 
	Title:
	Vice President and Treasurer

	 
	 
	 
	 

	 
	 
	 
	CINCINNATI BELL TELEPHONE COMPANY

	 
	 
	 
	LLC, as an Orignator

	 
	 
	 
	 

	 
	 
	By:
	/s/ Christopher C. Elma

	 
	 
	Name:
	Christopher C. Elma

	 
	 
	Title:
	Vice President and Treasurer

	 
	 
	 
	 

	 
	 
	 
	CINCINNATI BELL EXTENDED TERRITORIES

	 
	 
	 
	LLC, as an Originator

	 
	 
	 
	 

	 
	 
	By:
	/s/ Christopher C. Elma

	 
	 
	Name:
	Christopher C. Elma

	 
	 
	Title:
	Vice President and Treasurer

	 
	 
	 
	 

	 
	 
	 
	CINCINNATI BELL TECHNOLOGY SOLUTIONS

	 
	 
	 
	INC., as an Originator

	 
	 
	 
	 

	 
	 
	By:
	/s/ Christopher C. Elma

	 
	 
	Name:
	Christopher C. Elma

	 
	 
	Title:
	Vice President and Treasurer

	 
	 
	 
	 

	 
	 
	 
	EVOLVE BUISNESS SOLUTIONS LLC

	 
	 
	 
	 

	 
	 
	By:
	/s/ Christopher C. Elma

	 
	 
	Name:
	Christopher C. Elma

	 
	 
	Title:
	Vice President and Treasurer

	 
	 
	 
	 

	 
	 
	 
	CINCINNATI BELL ANY DISTANCE OF

	 
	 
	 
	VIRGINIA LLC

	 
	 
	 
	 

	 
	 
	By:
	/s/ Christopher C. Elma

	 
	 
	Name:
	Christopher C. Elma

	 
	 
	Title:
	Vice President and Treasurer





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	Consented to:

	 
	 
	 
	 

	 
	 
	 
	PNC BANK, NATIONAL ASSOCIATION

	 
	 
	 
	as Administrator

	 
	 
	 
	 

	 
	 
	By:
	/s/ Mark Falcione

	 
	 
	Name:
	Mark Falcione

	 
	 
	Title:
	Executive Vice President

	 
	 
	 
	 

	 
	 
	 
	PNC BANK, NATIONAL ASSOCIATION

	 
	 
	 
	as Purchaser Agent

	 
	 
	 
	 

	 
	 
	By:
	/s/ Mark Falcione

	 
	 
	Name:
	Mark Falcione

	 
	 
	Title:
	Executive Vice President





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	REGIONS BANK

	 
	 
	 
	as Purchaser Agent

	 
	 
	 
	 

	 
	 
	By:
	/s/ Kathy Myers

	 
	 
	Name:
	Kathy Myers

	 
	 
	Title:
	Vice President







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