Note Repurchase Agreement


    

      Exhibit 10.1

       

       

       

       

       

       

      NOTE
        REPURCHASE AGREEMENT

      


      


      CINCINNATI
        BELL INC.

      


      


      Senior
        Subordinated Discount Notes Due 2009

      


      


      August
        5,
        2005


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      NOTE
        REPURCHASE AGREEMENT

      


      


      August
        5,
        2005

      


      
        	
                GS
                  Mezzanine Partners II, L.P.

                GS
                  Mezzanine Partners II Offshore, L.P.

                85
                  Broad Street

                New
                  York, New York 10004

              	
                Goldman
                  Sachs Direct Investment Fund 2000, L.P.

                Goldman,
                  Sachs & Co.

                GS
                  Capital Partners 2000, L.P.

                GS
                  Capital Partners 2000 Offshore, L.P.

                GS
                  Capital Partners 2000 GmbH & Co. Beteiligungs KG

                GS
                  Capital Partners 2000 Employee Fund, L.P.

                c/o
                  Goldman, Sachs & Co.

                85
                  Broad Street

                New
                  York, New York 10004

              
	 	 
	
                Dover
                  Capital Management 2 LLC

                c/o
                  Falcon Investment Group

                4350
                  Von Karman Ave.

                Suite
                  400

                Newport
                  Beach, CA 92660-2007

              	
                TCW/Crescent
                  Mezzanine Partners III, L.P.

                TCW/Crescent
                  Mezzanine Trust III

                TCW/Crescent
                  Mezzanine Partners III Netherlands, L.P.

                c/o
                  TCW/Crescent Mezzanine LLC

                200
                  Crescent Court, Suite 1600

                Dallas,
                  Texas 75201

              
	 	 
	
                C-Squared
                  CDO Ltd.

                c/o
                  TCW/Crescent Mezzanine LLC

                200
                  Park Avenue, 22nd
                  Floor

                New
                  York, New York 10166

              	
                Western
                  and Southern Life Insurance Company

                c/o
                  Fort Washington Investment Advisers

                420
                  East 4th Street

                Cincinnati,
                  Ohio 45202

              
	 	 
	
                Oak
                  Hill Securities Fund, L.P.

                Oak
                  Hill Securities Fund II, L.P.

                Oak
                  Hill Credit Partners I, Limited

                Oak
                  Hill Credit Partners II, Limited

                c/o
                  Oak Hill Advisors, L.P.

                201
                  Main Street, Suite 2600

                Fort
                  Worth, Texas 76102

              	
                Lerner
                  Enterprises, L.P.

                P&PK
                  Family Limited Partnership

                Cardinal
                  Investment Partners I, L.P.

                c/o
                  Oak Hill Advisors, L.P.

                201
                  Main Street, Suite 2600

                Fort
                  Worth, Texas 76102

              
	 	 
	
                Hare
                  & Co., as nominee for 

                Goldman,
                  Sachs & Co.

                c/o
                  The Bank of New York

                P.O.
                  Box 11203

                New
                  York, New York 10286

              	
                Hare
                  & Co., as nomiee for 

                Oakhill
                  Securities Fund II, L.P.

                100
                  Church Street 7th Floor 

                New
                  York, New York 10286

              


      

      


      Ladies
        and Gentlemen:

       

        Cincinnati
        Bell Inc.
        (f/k/a Broadwing Inc.), an Ohio corporation (the “Company”), proposes to
        repurchase (the “Repurchase”), subject to terms and conditions set forth in this
        Note Repurchase Agreement (the “Agreement”), from the several holders listed in
        Schedule A hereto (collectively, the “Holders”) $441,628,051.27 aggregate
        principal amount at maturity of the Company’s outstanding Senior Subordinated
        Discount Notes due 2009 (the “Notes”). The Holders constitute all of the holders
        of the outstanding Notes.


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


        The
        Notes were issued
        pursuant to an Indenture (the “Indenture”) dated as of March 26, 2003, as
        amended to the date hereof, by and among the Company, the subsidiary guarantors
        party thereto and The Bank of New York, as Trustee. In connection with the
        Repurchase, the Company is also soliciting consents from the Holders to amend
        the Purchase Agreement (the “Purchase Agreement”) dated as of December 9, 2002,
        as amended to the date hereof, by and among the Company and the purchasers
        listed on the signature pages thereto to delete Section 5(b) and each of
        Section
        9 and 10 therefrom (collectively, the “Proposed Amendments”). As used herein,
        the term “Closing Date” shall mean the business day of the satisfaction or
        waiver of the conditions set forth below in Section 5 or such other day as
        the
        Company and the Holders shall agree.

       

        In
        consideration of the
        mutual agreements hereinafter set forth, and for other good and valuable
        considerations, the receipt and sufficiency of which are hereby acknowledged,
        the Company and each of the Holders agree as follows:

       

        1. Representations
        and Warranties of the Company. The
        Company represents and warrants to each of the Holders (i) that the Repurchase
        has been duly authorized and (ii) that this Agreement has been duly authorized,
        executed and delivered by the Company and, upon the due execution and delivery
        by each of the Holders, will constitute a valid and legally binding agreement
        of
        the Company, enforceable in accordance with its terms.

       

        2.
 Representations
        and Warranties of the Holders. Each
        Holder severally represents and warrants to the Company that (i) such Holder
        has
        full power and authority to enter into this Agreement and to sell, assign
        and
        transfer the aggregate principal amount at maturity of the Notes set forth
        opposite the name of such Holder on Schedule A hereto; (ii) such Holder has
        good
        and valid title, free and clear of all liens, restrictions, charges and
        encumbrances to the aggregate principal amount at maturity of the Notes set
        forth opposite the name of such Holder on Schedule A hereto; (iii) when such
        Notes are accepted for purchase and payment by the Company, the Company will
        acquire good and valuable title thereto, free and clear of all liens,
        restrictions, charges and encumbrances and not subject to any adverse claim
        or
        right; (iv) such Holder has full power and authority to deliver a consent
        to the
        Proposed Amendments; (v) this Agreement has been duly authorized, executed
        and
        delivered by such Holder and, upon the due execution and delivery by the
        Company, this Agreement will constitute a valid and legally binding agreement
        of
        such Holder, enforceable in accordance with its terms; (vi) such Holder is
        a
        sophisticated investor and has made the decision to sell the Notes to the
        Company independently, based upon its analysis of available information and
        without reliance on the Company; (vii) such Holder has sufficient information
        concerning the Company and the Notes and sufficient experience in business,
        financial and investment matters to be able to evaluate the merits and risks
        involved with the Repurchase and to make an informed decision with respect
        to
        the Repurchase; and (viii) such Holder has had the opportunity to consult
        with
        such legal, financial and other advisors as it deems appropriate with respect
        to
        the Repurchase.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


        3. Purchase
        and Sale of the Notes. On
        the
        basis of the representations, warranties and agreements herein contained,
        but
        subject to the terms and conditions herein set forth, each Holder agrees,
        severally and not jointly, to sell to the Company on the Closing Date, and
        the
        Company agrees to purchase from each Holder, all right, title and interest
        in
        and to the Notes, in the respective principal amount at maturity of the Notes
        set forth opposite each such Holder’s name on Schedule A hereto, at a purchase
        price based upon the date of the Closing Date as set forth on Schedule B
        hereto.
        In the event that the date of the Closing Date is not set forth on Schedule
        B,
        the Company and each of the Holders agree to use reasonable efforts to agree
        on
        a purchase price for the Notes for the actual date of the Closing Date using
        the
        same methodology used to prepare Schedule B. 

      


        4. Delivery
        of and Payment for the Notes. Delivery
        of and payment for the Notes shall be made on the Closing Date at the offices
        of
        Cravath, Swaine and Moore LLP, 825 Eighth Avenue, New York, New York 10019,
        or
        at such other place as shall be agreed upon by the Holders and the Company.
        On
        the Closing Date, the Company shall, subject to the terms and conditions
        of this
        Agreement, pay the purchase price for the Notes by wire transfer of immediately
        available funds to each Holder in accordance with the written instructions
        theretofore provided by each Holder. If at the Closing Date the Company shall
        fail to pay the purchase price as provided in Section 3 (other than as a
        result
        of any Holder failing to comply with the terms hereof) or any Holder does
        not
        sell its Notes due to the condition specified below in Section 6 not having
        been
        fulfilled, then such Holder shall, at its election, be relieved of all further
        obligations under this Agreement, without thereby waiving any rights such
        Holder
        may have by reason of such failure or such nonfulfillment.

      


        5. Conditions
        to the Company’s Obligation to Repurchase. The
        obligation of the Company to repurchase and pay for the Notes on the Closing
        Date will be subject to (i) the valid delivery on the Closing Date, by each
        Holder listed on Schedule A hereto, of the aggregate principal amount at
        maturity of the Notes set forth opposite the name of each such Holder on
        Schedule A hereto with such endorsements or other instruments of transfer
        as
        requested by the Company; (ii) the receipt by the Company of net proceeds
        from
        new borrowings in an amount sufficient to provide all of the funds necessary
        to
        finance the Repurchase at the purchase price set forth in Section 3 and on
        terms
        and conditions satisfactory in all respects to the Company; and (iii) the
        accuracy of the representations and warranties of the Holders in all material
        respects. 

      


        6. Conditions
        to the Holders’ Obligation to Surrender Notes and to Consent to the Proposed
        Amendments. The
        obligation of each Holder to surrender the principal amount at maturity of
        the
        Notes set forth opposite each such Holder’s name on Schedule A hereto and the
        effectiveness of the Proposed Amendments will be subject to the Company
        accepting all of the Notes for payment and offering payment therefor on the
        Closing Date.

      


        7. Consent
        to the Proposed Amendments.
        Each
        Holder agrees and acknowledges that by executing and delivering this Agreement,
        such Holder makes and


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      provides
        a consent to the Proposed Amendments, such consent to become effective upon
        the
        acceptance for purchase by the Company of the Notes and offering payment
        therefor in accordance with the terms and conditions hereof.

      


        8. Further
        Agreements of the Holders. (a)
        Subject to, and effective upon the acceptance for purchase and payment for
        the
        Notes and further subject to the provisions of Section 8(c) below, each Holder
        waives any and all rights with respect to the Notes (including without
        limitation, any rights set forth in the Indenture or Purchase Agreement)
        and
        releases and discharges the Company from any and all claims such Holder may
        have
        now, or may have in the future, arising out of, or related to, the Notes,
        including without limitation, any claims that such Holder is entitled to
        receive
        additional principal or interest payments with respect to the Notes after
        the
        date of such acceptance for repurchase and payment for the Notes.

      


        (b)
        Upon the Company’s
        request, each Holder shall execute and deliver any additional instruments
        of
        transfer deemed by the Company to be necessary or desirable to complete the
        sale, assignment and transfer of the Notes to the Company.

      


        (c)
        If any payment by
        the Company to any of the Holders shall be recovered from, or repaid by,
        such
        Holder, in whole or in part, in any bankruptcy, insolvency or similar proceeding
        instituted by or against the Company or any of its subsidiaries or pursuant
        to
        the subordination provisions contained in the Indenture, then the Company’s
        liability for such payment (and the guarantee thereof by the guarantors of
        the
        Notes) shall be reinstated, all waivers set forth in Section 8(a) and the
        consent to the Proposed Amendments shall be automatically rescinded and the
        Purchase Agreement and the Indenture shall be reinstated with respect to
        such
        payment and shall continue in full force and effect until such time as such
        payment is indefeasibly made in cash to such Holder.

      


        9. Notices,
        etc.
        All
        statements, requests, notices and agreements hereunder shall be in writing
        and
        delivered in person or overnight courier service, mailed by first-class mail
        addressed as follows or delivered via facsimile transmission:

       

        if
        to the
        Holders:

       

        The
        Bank of New
        York

        101
        Barclay Street -
        8W

        New
        York, New York
        10286

        (facsimile
        no.: (212)
        815-5704/5707)

        Attention:
        Corporate
        Trust Administration

       

        with
        copies
        to:

       

        Fried,
        Frank, Harris,
        Shriver & Jacobson LLP

        One
        New York
        Plaza

        New
        York, New York
        10004

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


        (facsimile
        no.: (212)
        859-8586)

        Attention:
        Emil Buchman,
        Esq.

       

        if
        to the
        Company:

       

        Cincinnati
        Bell
        Inc.

        201
        East Fourth
        Street

        Cincinnati,
        OH
        45202

        (facsimile
        no.: (513)
        397-4177)

        Attention:
        Mark
        Peterson

       

        with
        copies
        to:

       

        Cravath,
        Swaine &
Moore LLP

        825
        Eighth
        Avenue

        New
        York, NY
        10019

        (facsimile
        no.: (212)
        474-3700)

        Attention:
        William V.
        Fogg, Esq.

       

        The
        Company or the
        Holders, by notice to the other party, may designate additional or different
        addresses for subsequent notices or communications.

       

        10. GOVERNING
        LAW.
        THIS
        AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
        OF THE
        STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
        CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
        JURISDICTION WOULD BE REQUIRED THEREBY.

      


        11. Survival
        of Certain Representations and Agreements. The
        respective representations and warranties of the Company and each Holder
        set
        forth in Section 1 and Section 2 of this Agreement and the agreements of
        each
        Holder set forth in Section 8 of this Agreement shall survive the delivery
        of
        and payment for the Notes and shall remain in full force and effect, regardless,
        without limitation, of any termination of this Agreement or consummation
        of the
        Repurchase.

      


        12. Termination.
        In
        the
        event that the financing condition set forth in clause (ii) of Section 5
        is not
        satisfied or waived by the Company on or before September 15, 2005 (or such
        later date as may be agreed to by the Company and the Holders), then the
        Company’s obligation to purchase the Notes shall automatically
        terminate.

      


        13. No
        Assignments.
        This
        Agreement is intended to be solely for the benefit of the parties hereto
        and is
        not intended to confer any benefits upon, or create any rights in favor of,
        any
        person other than the parties hereto. This Agreement may not be assigned
        or
        otherwise transferred by any of the Holders without the prior written consent
        of
        the Company.


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


        14.  Successors.
        All
        agreements of the Company in this Agreement shall bind its successors. All
        agreements of the Holders shall bind each of their respective
        successors.

      


        15. Counterparts.
        This
        Agreement may be executed in one or more counterparts and, if executed in
        more
        than one counterpart, the executed counterparts shall each be deemed to be
        an
        original, but all such counterparts shall together constitute one and the
        same
        instrument.

       

        16. Entire
        Agreement and Amendments. This
        Agreement represents the entire agreement of the parties hereto and supersedes
        all prior agreements and understandings, oral or written, if any, relating
        to
        the transactions contemplated in this Agreement. No amendment or waiver of
        any
        provision of this Agreement, nor any consent or approval to any departure
        therefrom, shall in any event be effective unless the same shall be in writing
        and signed by the parties hereto.

      


        17. Headings.
        The
        headings herein are inserted for convenience of reference only and are not
        intended to be part of, or to affect the meaning or interpretation of, this
        Agreement.

       

      [signature
        pages follow]


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


        If
        the foregoing is in
        accordance with your understanding of our agreement, kindly sign and return
        to
        us a counterpart hereof, whereupon this instrument will become a binding
        agreement between the Company and the several Holders in accordance with
        its
        terms and conditions.

       

       

      
        
          	
                     
Very
                    truly yours, 

                   

                
	
                     
                    CINCINNATI BELL INC.
    (F/K/A
                    BROADWING INC.),

                
	 	 	 
	 	
                  by

                	 /s/
                  Mark Peterson
	 	
                  Name:
                    Mark Peterson

                
	 	
                  Title:  
                    Vice President - Treasurer

                


        

         

      

       

      
        	
                Agreed
                  to and accepted by:

                 

              
	
                GS
                  MEZZANINE PARTNERS II, L.P.,

              
	 	 	 
	 	
                by

              	
                GS
                  Mezzanine Advisors II, L.L.C.,

                its
                  general partner

              
	 	 	 
	 	
                by

              	 /s/
                Katherine B. Enquist
	 	
                Name:
                  Katherine B. Enquist

              
	 	
                Title:  
                  Vice President

              


      

      


      


      
        	
                Agreed
                  to and accepted by:

                 

              
	
                GS
                  MEZZANINE PARTNERS II
   OFFSHORE, L.P.,

              
	 	 	 
	 	
                by

              	
                GS
                  Mezzanine Advisors II, L.L.C., 

                its
                  general partner

              
	 	 	 
	 	
                by

              	 /s/
                Katherine B. Enquist
	 	
                Name: Katherine
                  B. Enquist

              
	 	
                Title:  
                  Vice President

              


      

      



      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      


      
        	
                Agreed
                  to and accepted by:

                 

              
	
                GOLDMAN
                  SACHS DIRECT

                  
                  INVESTMENT FUND 2000, L.P.,

              
	 	 	 
	 	
                by

              	
                GS
                  Employee Funds 2000 GP, L.L.C.,

                its
                  general partner

              
	 	 	 
	 	
                by

              	 /s/
                Katherine B. Enquist
	 	
                Name:
                  Katherine B. Enquist

              
	 	
                Title:  
                  Vice President

              


      

      


      


      
        	
                Agreed
                  to and accepted by:

                 

              
	
                GOLDMAN,
                  SACHS & Co.,

              
	 	 	 
	 	
                by

              	 /s/
                Richard Katz
	 	
                Name:
                  Richard Katz

              
	 	
                Title:  
                  Managing Director

              


      

      


      


      
        	
                Agreed
                  to and accepted by:

                 

              
	
                GS
                  CAPITAL PARTNERS 2000, L.P.,

              
	 	 	 
	 	
                by

              	
                GS
                  Advisors 2000, L.L.C., 

                its
                  general partner

              
	 	 	 
	 	
                by

              	 /s/
                Katherine B. Enquist
	 	
                Name:
                  Katherine B. Enquist

              
	 	
                Title:  
                  Vice President

              


      

      


      


      
        	
                Agreed
                  to and accepted by:

                 

              
	
                GS
                  CAPITAL PARTNERS 2000

                  
                  OFFSHORE, L.P.,

              
	 	 	 
	 	
                by

              	
                GS
                  Advisors 2000, L.L.C.,

                its
                  general partner

              
	 	 	 
	 	
                by

              	 /s/
                Katherine B. Enquist
	 	
                Name:
                  Katherine B. Enquist

              
	 	
                Title:  
                  Vice President

              


      

      



      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      


      


      
        	
                Agreed
                  to and accepted by:

                 

              
	
                GS
                  CAPITAL PARTNERS 2000,

                  
                  GmbH & CO. BETEILIGUNGS KG,

              
	 	 	 
	 	
                by

              	
                Goldman
                  Sachs Management GP

                GmbH,
                  its general partner

              
	 	 	 
	 	
                by

              	 /s/
                Katherine B. Enquist
	 	
                Name:
                  Katherine B. Enquist

              
	 	
                Title:  
                  Managing Director

              


      

      


      


      
        	
                Agreed
                  to and accepted by:

                 

              
	
                GS
                  CAPITAL PARTNERS 2000,

                  
                  EMPLOYEE FUND,
                  L.P.,

              
	 	 	 
	 	
                by

              	
                GS
                  Employee Funds 2000, GP, L.L.C.,

                its
                  general partner

              
	 	 	 
	 	
                by

              	 /s/
                Katherine B. Enquist
	 	
                Name: Katherine
                  B. Enquist

              
	 	
                Title:  
                  Vice President

              


      

      


      


      
        	
                Agreed
                  to and accepted by:

                 

              
	
                TCW/CRESCENT
                  MEZZANINE

                  
                  PARTNERS III, L.P.

                TCW/CRESCENT
                  MEZZANINE TRUST III

                TCW/CRESCENT
                  MEZZANINE

                  
                  PARTNERS III NETHERLANDS, L.P.,

              
	 	 	 
	 	
                by

              	
                TCW/Crescent
                  Mezzanine Management III, L.L.C., its investment
                  manager

              
	 	 	 
	 	
                by

              	
                TCW
                  Asset Management Company, its sub-advisor

              
	 	 	 
	 	
                by

              	 /s/
                Timothy P. Costello
	 	
                Name:
                  Timothy P. Costello

              
	 	
                Title:  
                  Managing Director

              


      

      



      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      


      


      
        	
                Agreed
                  to and accepted by:

                 

              
	
                WESTERN
                  AND SOUTHERN LIFE

                  
                  INSURANCE COMPANY,

              
	 	 	 
	 	
                by

              	 /s/
                Nicholas P. Jargen
	 	
                Name:
                  Nicholas P. Jargen

              
	 	
                Title:  
                  Senior Vice President

              
	 	 
	 	
                by

              	 /s/
                Jonathan D. Niemeyer
	 	
                Name:
                  Jonathan D. Niemeyer

              
	 	
                Title:  
                  Vice President

              


      

      


      


      
        	
                Agreed
                  to and accepted by:

                 

              
	
                OAKHILL
                  SECURITIES FUND, L.P.,

              
	 	 	 
	 	
                by

              	
                Oak
                  Hill Securities GenPar, L.P.,

                its
                  general partner

              
	 	 	 
	 	
                by

              	
                Oak
                  Hill Securities MGP, Inc.,

                its
                  general partner

              
	 	 	 
	 	
                by

              	 /s/
                Scott Krase
	 	
                Name:
                  Scott Krase

              
	 	
                Title:  
                  Vice President

              


      

      


      


      
        	
                Agreed
                  to and accepted by:

                 

              
	
                OAK
                  HILL SECURITIES FUND II, L.P.,

              
	 	 	 
	 	
                by

              	
                Oak
                  Hill Securities GenPar II, L.P.,

                its
                  general partner

              
	 	 	 
	 	
                by

              	
                Oak
                  Hill Securities MGP II, Inc.,

                its
                  general partner

              
	 	 	 
	 	
                by

              	 /s/
                Scott Krase
	 	
                Name:
                  Scott Krase

              
	 	
                Title:   Vice
                  President

              


      

      



      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      


      
        	
                Agreed
                  to and accepted by:

                 

              
	
                OAK
                  HILL CREDIT PARTNERS I,

                  
                  LIMITED,

              
	 	 	 
	 	
                by

              	
                Oak
                  Hill CLO Management I, LLC,

                as
                  investment manager

              
	 	 	 
	 	
                by

              	 /s/
                Scott Krase
	 	
                Name:
                  Scott Krase

              
	 	
                Title:  
                  Authorized Person

              


      

      


      


      
        	
                Agreed
                  to and accepted by:

                 

              
	
                OAK
                  HILL CREDIT PARTNERS II,

                  
                  LIMITED,

              
	 	 	 
	 	
                by

              	
                Oak
                  Hill CLO Management II, LLC,

                as
                  investment manager

              
	 	 	 
	 	
                by

              	 /s/
                Scott Krase
	 	
                Name:
                  Scott Krase

              
	 	
                Title:  
                  Authorized Person

              


      

      


      


      
        	
                Agreed
                  to and accepted by:

                 

              
	
                DOVER
                  CAPITAL MANAGEMENT 2 LLC,

              
	 	 	 
	 	
                by

              	 /s/
                Richard Meagle
	 	
                Name:
                  Richard Meagle

              
	 	
                Title:  
                  Manager

              


      

      


      


      
        	
                Agreed
                  to and accepted by:

                 

              
	
                C-SQUARED
                  CDO LTD.,

              
	 	 	 
	 	
                by

              	
                TCW
                  Advisors, Inc., as its portfolio manager

              
	 	 	 
	 	
                by

              	 /s/
                Jean-Marc Chapus
	 	
                Name:
                  Jean-Marc Chapus

              
	 	
                Title:  
                  President

              


      

      
        
          	 	 	 
	 	
                  by

                	 /s/
                  Michael K. Parks
	 	
                  Name:
                    Michael K. Parks

                
	 	
                  Title:  
                    Managing Director

                


        

         

      

       

      
 


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      


      
        	
                Agreed
                  to and accepted by:

                 

              
	
                OAK
                  HILL ADVISORS, L.P.,

                  
                  as advisor and attorney-in-fact to Lerner

                  
                  Enterprises, L.P.,

              
	 	 	 
	 	
                by

              	 /s/
                Scott Krase
	 	
                Name: Scott
                  Krase

              
	 	
                Title:  
                  Authorized Person

              


      

      


      


      
        	
                Agreed
                  to and accepted by:

                 

              
	
                OAK
                  HILL ADVISORS, L.P.,

                  
                  as advisor and attorney-in-fact to P&PK

                  
                  Family Ltd. Partnership,

              
	 	 	 
	 	
                by

              	 /s/
                Scott Krase
	 	
                Name:
                  Scott Krase

              
	 	
                Title:  
                  Authorized Person

              


      

      


      


      
        	
                Agreed
                  to and accepted by:

                 

              
	
                OAK
                  HILL ADVISORS, L.P.,

                  
                  as advisor and attorney-in-fact to

                  
                  CARDINAL INVESTMENT PARTNERS

                  
                  I, L.P.,

              
	 	 	 
	 	
                by

              	 /s/
                Scott Krase
	 	
                Name:
                  Scott Krase

              
	 	
                Title:  
                  Authorized Person

              


      

      



      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      


      
        	
                Agreed
                  to and accepted by:

                 

              
	
                HARE
                  & CO.,

                  
                  as nominee for 

                  
                  GOLDMAN, SACHS & CO.

              
	 	 	 
	 	
                by

              	 /s/
                Ray Cestaro
	 	
                Name:
                  Ray Cestaro

              
	 	
                Title:  
                  Vice President

              


      

      


      


      
        	
                Agreed
                  to and accepted by:

                 

              
	
                HARE
                  & CO.,

                  
                  as nominee for 

                  
                  OAKHILL SECURITIES FUND II, L.P.

              
	 	 	 
	 	
                by

              	 /s/
                Ray Cestaro
	 	
                Name:
                  Ray Cestaro

              
	 	
                Title:  
                  Vice President

              


      

      



      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      SCHEDULE
        A

      


      


      
        	
                Holder

              	 	
                Principal
                  

                Amount
                  at Maturity

                of
                  Notes Owned

              	 
	 	 	 	 
	
                GS
                  Mezzanine Partners II, L.P.

              	 	
                $

              	
                87,022,176.61

              	 
	
                GS
                  Mezzanine Partners II Offshore, L.P.

              	 	
                $

              	
                26,539,322.29

              	 
	
                Goldman
                  Sachs Direct Investment Fund 2000, L.P.  

              	 	
                $

              	
                11,356,149.89

              	 
	
                Goldman,
                  Sachs & Co.

              	 	
                $

              	
                35,330,244.10

              	 
	
                GS
                  Capital Partners 2000, L.P.

              	 	
                $

              	
                65,921,188.32

              	 
	
                GS
                  Capital Partners 2000 Offshore, L.P.

              	 	
                $

              	
                23,952,643.71

              	 
	
                GS
                  Capital Partners 2000 GmbH & Co. Beteiligungs KG

              	 	
                $

              	
                2,755,759.04

              	 
	
                GS
                  Capital Partners 2000 Employee Fund, L.P.

              	 	
                $

              	
                20,931,907.84

              	 
	
                TCW/Crescent
                  Mezzanine Partners III, L.P.

              	 	
                $

              	
                51,140,528.34

              	 
	
                TCW/Crescent
                  Mezzanine Trust III

              	 	
                $

              	
                7,966,970.04

              	 
	
                TCW/Crescent
                  Mezzanine Partners III Netherlands, L.P.

              	 	
                $

              	
                2,089,531.58

              	 
	
                Western
                  and Southern Life Insurance Company

              	 	
                $

              	
                22,712,299.78

              	 
	
                Oak
                  Hill Securities Fund, L.P.

              	 	
                $

              	
                3,154,486.08

              	 
	
                Oak
                  Hill Securities Fund II, L.P.

              	 	
                $

              	
                6,308,972.16

              	 
	
                Oak
                  Hill Credit Partners I, Limited

              	 	
                $

              	
                8,832,561.03

              	 
	
                Oak
                  Hill Credit Partners II, Limited

              	 	
                $

              	
                6,939,869.38

              	 
	
                Dover
                  Capital Management 2 LLC

              	 	
                $

              	
                5,678,074.94

              	 
	
                C-Squared
                  CDO Ltd.

              	 	
                $

              	
                1,261,794.43

              	 
	
                Lerner
                  Enterprises, L.P.

              	 	
                $

              	
                11,356,149.89

              	 
	
                P&PK
                  Family Limited Partnership

              	 	
                $

              	
                1,261,794.43

              	 
	
                Cardinal
                  Investment Partners I, L.P.

              	 	
                $

              	
                3,785,383.30

              	 
	
                Hare
                  & Co., as nominee for Goldman, Sachs & Co.

              	 	
                $

              	
                32,806,655.24

              	 
	
                Hare
                  & Co., as nominee for Oakhill Securities Fund II, L.P.

              	 	
                $

              	
                2,523,588.85

              	 
	 	 	 	 	 
	
                Total

              	 	
                $

              	
                441,628,051.27

              	 


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        B

      


      


      
        	
                Closing
                  Date

              	 	
                Aggregate
                  Purchase Price 

              
	 	 	 
	
                August
                  15, 2005

              	 	
                $446,828,526

              
	
                August
                  16, 2005

              	 	
                $446,889,827

              
	
                August
                  17, 2005

              	 	
                $446,951,136

              
	
                August
                  18, 2005

              	 	
                $447,012,453

              
	
                August
                  19, 2005

              	 	
                $447,073,779

              
	 	 	 
	
                August
                  22, 2005

              	 	
                $447,257,807

              
	
                August
                  23, 2005

              	 	
                $447,319,167

              
	
                August
                  24, 2005

              	 	
                $447,380,535

              
	
                August
                  25, 2005

              	 	
                $447,441,911

              
	
                August
                  26, 2005

              	 	
                $447,503,296

              
	 	 	 
	
                August
                  29, 2005

              	 	
                $447,687,501

              
	
                August
                  30, 2005

              	 	
                $447,752,080

              
	
                August
                  31, 2005

              	 	
                $447,752,080

              
	
                September
                  1, 2005

              	 	
                $447,810,347

              
	
                September
                  2, 2005

              	 	
                $447,871,782