Exhibit



EXECUTION VERSION
Exhibit 10.1



SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture (this “Second Supplemental Indenture”), dated as of the date of the last signature below, among Cincinnati Bell Inc., an Ohio corporation (or its permitted successor) (the “Issuer”), Cincinnati Bell Telephone Company LLC (“CBT”), an Ohio limited liability company and a subsidiary of the Issuer, Cincinnati Bell Extended Territories LLC, an Ohio limited liability company and a subsidiary of CBT (“CBET” and CBT, each, a “Guaranteeing Subsidiary”), and Regions Bank (or its permitted successor), as trustee under the Indenture referred to below (the “Trustee”).  Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture.
W I T N E S S E T H
WHEREAS, the Issuer and the other Guarantors party thereto have heretofore executed and delivered to the Trustee an Indenture, dated as of September 22, 2016 (as supplemented by the First Supplemental Indenture, dated as of April 3, 2017, among the Issuer, SunTel Services LLC and the Trustee, the “Indenture”), providing for the issuance by the Issuer of its 7.000% Senior Notes due 2024 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall, subject to Article 10 of the Indenture, unconditionally guarantee the Notes on the terms and conditions set forth therein (each, a “Note Guarantee”); and 
WHEREAS, pursuant to Section 9.01(7) of the Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Issuer, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders as follows:


ARTICLE 1
DEFINITIONS


Section 1.1Defined Terms.  As used in this Second Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined.  The words “herein,” “hereof” and “hereby” and other words of similar import used in this Second Supplemental Indenture refer to this Second Supplemental Indenture as a whole and not to any particular section hereof.


ARTICLE 2
AGREEMENT TO GUARANTEE


Section 2.1Agreement to be Bound.  Each Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.









Section 2.2Guarantee.  Each Guaranteeing Subsidiary agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Note Guarantees pursuant to Article 10 of the Indenture on a senior basis.


ARTICLE 3
MISCELLANEOUS


Section 3.1Execution and Delivery.  Each Guaranteeing Subsidiary agrees that its Note Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.


Section 3.2Benefits Acknowledged.  Each Guaranteeing Subsidiary’s Note Guarantee is subject to the terms and conditions set forth in the Indenture.  Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Second Supplemental Indenture and that the guarantee and waivers made by it pursuant to its Note Guarantee and this Second Supplemental Indenture are knowingly made in contemplation of such benefits.


Section 3.3Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.


Section 3.4Severability.  In case any provision in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.


Section 3.5Guaranteeing Subsidiary May Consolidate, Etc., on Certain Terms.  Each Guaranteeing Subsidiary may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into, any Person other than as set forth in Section 10.04 of the Indenture.


Section 3.6Release of Guarantors.  Each Guaranteeing Subsidiary’s Note Guarantee shall be released as set forth in Section 10.05 of the Indenture.


Section 3.7No Recourse Against Others.  Pursuant to Section 12.06 of the Indenture, no director, officer, employee, incorporator, stockholder, member, manager or partner of each Guaranteeing Subsidiary shall have any liability for any obligations of such Guaranteeing Subsidiary under the Notes, the Indenture, this Second Supplemental Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation.  This waiver and release are part of the consideration for the Note Guarantees.


Section 3.8Governing Law.  THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.


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Section 3.9Waiver of Jury Trial.  THE GUARANTEEING SUBSIDIARY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECOND SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


Section 3.10Counterparts.  The parties may sign any number of copies of this Second Supplemental Indenture (including by electronic transmission).  Each signed copy shall be an original, but all of them together represent the same agreement.  The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for all purposes.  Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.


Section 3.11Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.


Section 3.12Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Issuer.
[SIGNATURE PAGE FOLLOWS]






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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed and attested, all as of the last date below.




	
					
	 
	 
	CINCINNATI BELL TELEPHONE COMPANY LLC
	 

	 
	 
	 
	 
	 

	 
	 
	By:
	      /s/ Christopher C. Elma
	 

	 
	 
	Name:
	Christopher C. Elma
	 

	 
	 
	Title:
	Vice President, Treasury & Tax
	 

	 
	 
	 
	 
	 

	 
	 
	Dated:
	May 31, 2017
	 

	 
	 
	 
	 
	 

	 
	 
	CINCINNATI BELL EXTENDED TERRITORIES LLC
	 

	 
	 
	 
	 
	 

	 
	 
	By:
	      /s/ Christopher C. Elma
	 

	 
	 
	Name:
	Christopher C. Elma
	 

	 
	 
	Title:
	Vice President, Treasury & Tax
	 

	 
	 
	 
	 
	 

	 
	 
	Dated:
	May 31, 2017
	 

	 
	 
	 
	 
	 

	 
	 
	CINCINNATI BELL, INC.
	 

	 
	 
	 
	 
	 

	 
	 
	By:
	      /s/ Christopher C. Elma
	 

	 
	 
	Name:
	Christopher C. Elma
	 

	 
	 
	Title:
	Vice President, Treasury & Tax
	 

	 
	 
	 
	 
	 

	 
	 
	Dated:
	May 31, 2017
	 

	 
	 
	 
	 
	 

	 
	 
	REGIONS BANK, as Trustee
	 

	 
	 
	 
	 
	 

	 
	 
	By:
	      /s/ Alejandro Hoyos
	 

	 
	 
	Name:
	Alejandro Hoyos
	 

	 
	 
	Title:
	Vice President
	 

	 
	 
	 
	 
	 

	 
	 
	Dated:
	May 31, 2017
	 












[Signature Page to Second Supplemental Indenture]