EX.(10)(I)(A)(1)(I) Credit Agreement



 




Exhibit (10)(i)(A)(1)(i)




THIRD AMENDMENT AND RESTATEMENT

OF THE

CREDIT AGREEMENT



Dated as of November 17, 2003



Among



CINCINNATI BELL INC.

and

BCSI INC.

as Borrowers



and



CINCINNATI BELL INC.

as Parent Guarantor



THE INITIAL LENDERS, INITIAL ISSUING BANKS AND

SWING LINE BANKS NAMED HEREIN

as Initial Lenders, Initial Issuing Banks and Swing Line Banks



and BANK OF AMERICA, N.A.

as Syndication Agent

and



CITICORP USA, INC.

as Administrative Agent

and



CREDIT SUISSE FIRST BOSTON

and



THE BANK OF NEW YORK

as Co-Documentation Agents

and



PNC BANK, N.A.

as Agent



and



CITIGROUP GLOBAL MARKETS INC.

BANC OF AMERICA SECURITIES LLC

as Joint Lead Arrangers and Joint Book Managers

and



BANC OF AMERICA SECURITIES LLC,

CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch,

and

GOLDMAN SACHS CREDIT PARTNERS L.P.

as Joint Lead Arrangers

and

Joint Bookrunning Managers for the Term D Facility




 






 





Table of Contents

Page




	 	 	 	 	 	 	 
	 	 	ARTICLE I	 	 	 	 
	SECTION 1.01. Certain Defined Terms
	 	 	3	 
	 	 	ARTICLE II	 	 	 	 
	SECTION 2.01. The Advances and the Letters of Credit
	 	 	42	 
	SECTION 2.02. Making the Advances
	 	 	44	 
	SECTION 2.03. Issuance of and Drawings and Reimbursement Under
Letters of Credit
	 	 	47	 
	SECTION 2.04. Repayment of Advances
	 	 	48	 
	SECTION 2.05. Termination or Reduction of the Commitments; Increase
of the Commitments
	 	 	51	 
	SECTION 2.06. Prepayments
	 	 	52	 
	SECTION 2.07. Interest
	 	 	55	 
	SECTION
2.08  Fees
	 	 	56	 
	SECTION 2.09  Conversion of Advances
	 	 	56	 
	SECTION 2.10. Increased Costs, Etc.
	 	 	57	 
	SECTION 2.11. Payments and Computations
	 	 	59	 
	SECTION 2.12. Taxes
	 	 	60	 
	SECTION 2.13. Sharing of Payments, Etc.
	 	 	62	 
	SECTION 2.14. Use of Proceeds
	 	 	63	 
	SECTION 2.15. Defaulting Lenders
	 	 	63	 
	SECTION 2.16. Evidence of Debt
	 	 	66	 
	 	 	ARTICLE III	 	 	 	 
	SECTION 3.01. Conditions Precedent to Effectiveness of this
Agreement
	 	 	67	 
	SECTION 3.02. Conditions Precedent to Each Borrowing and Issuance
and Renewal
	 	 	69	 



 






 




	 	 	 	 	 	 	 
	SECTION 3.03. Determinations Under Section 3.01
	 	 	70	 
	 	 	ARTICLE IV	 	 	 	 
	SECTION 4.01. Representations and Warranties of the Borrowers
	 	 	70	 
	 	 	ARTICLE V	 	 	 	 
	SECTION 5.01. Affirmative Covenants
	 	 	76	 
	SECTION 5.02. Negative Covenants
	 	 	87	 
	SECTION 5.03. Reporting Requirements
	 	 	112	 
	SECTION 5.04. Financial Covenants
	 	 	116	 
	 	 	ARTICLE VI	 	 	 	 
	SECTION 6.01. CBI Guaranty
	 	 	121	 
	SECTION 6.02. Guarantee Absolute
	 	 	122	 
	SECTION 6.03. Waivers and Acknowledgments
	 	 	124	 
	SECTION 6.04. Subrogation
	 	 	124	 
	SECTION 6.05. Continuing Guarantee; Assignments
	 	 	125	 
	 	 	ARTICLE VII	 	 	 	 
	SECTION 7.01. Events of Default
	 	 	126	 
	SECTION 7.03. BRCOM Events of Default
	 	 	129	 
	 	 	ARTICLE VIII	 	 	 	 
	SECTION 8.01. Authorization and Action
	 	 	130	 
	SECTION 8.02. Agents’ Reliance, Etc.
	 	 	132	 
	SECTION 8.03. The Administrative Agent, the Syndication Agent, the
Co-Arrangers and Affiliates
	 	 	132	 
	SECTION 8.04. Lender Party Credit Decision
	 	 	132	 
	SECTION 8.05. Indemnification
	 	 	133	 
	SECTION 8.06. Successor Agents
	 	 	134	 



 






 




	 	 	 	 	 	 	 
	 	 	ARTICLE IX	 	 	 	 
	SECTION 9.01. Amendments, Etc.
	 	 	135	 
	SECTION 9.03. Notices, Etc.
	 	 	139	 
	SECTION 9.04. No Waiver; Remedies
	 	 	139	 
	SECTION 9.05. Costs and Expenses
	 	 	139	 
	SECTION 9.06. Right of Set-off
	 	 	141	 
	SECTION 9.07. Binding Effect
	 	 	142	 
	SECTION 9.08. Assignments and Participations
	 	 	142	 
	SECTION 9.09. Execution in Counterparts
	 	 	146	 
	SECTION 9.10. No Liability of the Issuing Banks
	 	 	147	 
	SECTION 9.11. Confidentiality
	 	 	147	 
	SECTION 9.12. Release of Collateral
	 	 	148	 
	SECTION 9.13. Jurisdiction, Etc.
	 	 	149	 
	SECTION 9.14. Integration
	 	 	149	 
	SECTION 9.15. Governing Law
	 	 	149	 
	SECTION 9.16. Waiver of Jury Trial
	 	 	149	 
	SECTION 9.17. BCSI Sale Agreement
	 	 	150	 



 






 




	 	 	 	 	 
	SCHEDULES	 	 	 	 
	 	 	 	 	 
	Schedule I	 	
-
	 	Commitments and Applicable Lending Offices
	Schedule II	 	
-
	 	Subsidiary Guarantors
	Schedule 1.01	 	
-
	 	BRCOM Group Transactions
	Schedule 4.01(b)	 	
-
	 	Subsidiaries
	Schedule 4.01(c)(iii)	 	
-
	 	Conflicts
	Schedule 4.01(d)	 	
-
	 	Authorizations, Approvals, Actions, Notices and Filings
	Schedule 4.01(f)	 	
-
	 	Disclosed Litigation
	Schedule 4.01(q)	 	
-
	 	Environmental
	Schedule 4.01(t)	 	
-
	 	Surviving Debt
	Schedule 4.01(u)	 	
-
	 	Liens
	Schedule 4.01(v)	 	
-
	 	Investments
	Schedule 4.01(w)	 	
-
	 	Material Contracts
	Schedule 5.01(r)	 	
-
	 	Cash Management
	 
	EXHIBITS	 	 	 	 
	 
	Exhibit A-1	 	
-
	 	Form of Revolving Credit Note
	Exhibit A-2	 	
-
	 	Form of Term Note
	Exhibit B	 	
-
	 	Form of Notice of Borrowing
	Exhibit C	 	
-
	 	Form of Assignment and Acceptance
	Exhibit D-1	 	
-
	 	Form of Shared Collateral Security Agreement
	Exhibit D-2	 	
-
	 	Form of Non-Shared Collateral Security Agreement
	Exhibit E-1	 	
-
	 	Form of BCSI Subsidiary Guaranty
	Exhibit E-2	 	
-
	 	Form of CBI Subsidiary Guaranty




 










 




EXECUTION COPY


THIRD AMENDMENT AND RESTATEMENT

OF THE

CREDIT AGREEMENT



          THIRD AMENDMENT AND RESTATEMENT OF THE CREDIT AGREEMENT dated as of
November 17, 2003, among CINCINNATI BELL INC. (f/k/a Broadwing Inc.), an Ohio
corporation (“CBI”), and BCSI INC. (f/k/a Broadwing Communications Services
Inc.), a Delaware corporation (“BCSI”, and together with CBI, each a “Borrower”
and collectively the “Borrowers”), the banks, financial institutions and other
institutional lenders that are party to the Existing Credit Agreement (as
hereinafter defined) on the date hereof and the Term D Lenders that are party
to the Amendment and Restatement Agreement (as hereinafter defined) as the
Initial Lenders (collectively, the “Initial Lenders”), the banks listed on the
signature pages to the Amendment and Restatement Agreement as the Initial
Issuing Banks (the “Initial Issuing Banks” and, together with the Initial
Lenders, the “Initial Lender Parties”) and the Swing Line Banks (as hereinafter
defined), BANK OF AMERICA, N.A. (“Bank of America”), as syndication agent
(together with any successor syndication agent appointed pursuant to Article
VII, the “Syndication Agent”), CITICORP USA, INC. (“CUSA”), as administrative
agent (together with any successor administrative agent appointed pursuant to
Article VII, the “Administrative Agent”, together with the Syndication Agent,
the “Agents”), Credit Suisse First Boston (“CSFB”) and The Bank of New York
(“BNY”), as co-documentation agents (collectively, the “Co-Documentation
Agents”) for the Lender Parties (as hereinafter defined), PNC BANK, N.A.
(“PNC,” and collectively with CSFB and BNY, the “Co-Arrangers”), CITIGROUP
GLOBAL MARKETS INC. (“Citigroup”) and BANC OF AMERICA SECURITIES LLC (“BAS”),
as joint lead arrangers and joint book managers (collectively, the “Arrangers”)
and BAS, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch
(“CSFBCI”), and GOLDMAN SACHS CREDIT PARTNERS L.P., as joint lead arrangers and
joint bookrunning managers for the Term D Facility (as hereinafter defined)
(the “Term D Arrangers”).



PRELIMINARY STATEMENTS:


          (1) In connection with the acquisition by CBI of all of the issued and
outstanding Equity Interests in IXC Communications, Inc. (“IXC”), a Delaware
corporation, and the merger of IXC and a wholly owned subsidiary of CBI into a
corporation subsequently renamed BRCOM INC. (f/k/a Broadwing Communications
Inc.) (“BRCOM”), the Borrowers entered into a Credit Agreement dated as of
November 9, 1999 (the “Original Credit Agreement”) with the banks, financial
institutions and other institutional lenders party thereto (the “Original
Lenders”), CBI, as guarantor, the Agents, the Co-Documentation Agents, the
Arrangers and the Co-Arrangers. Pursuant to the terms of the Original Credit
Agreement, the Original Lenders made advances to the Borrowers in order to
consummate such acquisition, to refinance certain Indebtedness of CBI and IXC
and its Subsidiaries outstanding at such time, to fund capital expenditures and
to pay fees and expenses incurred in connection with the consummation of such
acquisition and refinancing and the other transactions described in the
Original Credit Agreement.




 






 





          (2) In connection with the implementation of an incremental term B
facility, the Borrowers entered into an amendment and restatement of the
Original Credit Agreement dated as of January 12, 2000 (the “Amendment and
Restatement of the Credit Agreement”) with the banks, financial institutions
and other institutional lenders party thereto, CBI, as guarantor, the Agents,
the Co-Documentation Agents, the Arrangers and the Co-Arrangers. Pursuant to
the Fourth Amendment to the Amendment and Restatement of the Credit Agreement
dated as of June 27, 2001, the Amendment and Restatement of the Credit
Agreement was further amended to provide, in part, for the implementation of an
additional incremental term C facility in accordance with the terms of the
Amendment and Restatement of the Credit Agreement.



          (3) The Borrowers entered into a second amendment and restatement of the
Amendment and Restatement of the Credit Agreement dated as of March 26, 2003,
as amended by the first Amendment of the Credit Agreement dated as of June 13,
2003 and the Amendment No. 2 to the Credit Agreement dated as of July 2, 2003
(as amended, the “Existing Credit Agreement”) with the banks, financial
institutions and other institutional lenders party thereto, CBI, as guarantor,
the Agents, the Co-Documentation Agents, the Arrangers and the Co-Arrangers in
connection with the issuance by CBI of $350,000,000 of senior subordinated
discount notes due 2009 (the “Junior Notes”) pursuant to the terms of an
indenture (as amended in accordance with the terms of this Agreement, the
“Junior Notes Indenture”) dated as of March 26, 2003, by and among CBI, the
guarantors party thereto and The Bank of New York, as trustee and the Purchase
Agreement (as amended in accordance with the terms of this Agreement, the
“Purchase Agreement”) dated December 9, 2002 among CBI and GS Mezzanine
Partners II, L.P (“GSMP”) and GS Mezzanine Partners II Offshore, L.P. (together
with GSMP, “Goldman”) together with warrants to purchase shares of common stock
of CBI (the “Warrants”) pursuant to the terms of the Warrant Agreement dated as
of March 26, 2003 among CBI and Goldman (as amended in accordance with the
terms of this Agreement, the “Warrant Agreement”).



          (4) Following the effectiveness of this Agreement, CBI may issue
$540,000,000 of senior subordinated notes due January 2014 (the “Refinancing
Notes”) the proceeds of which will be used to refinance the Oak Hill Debt.



          (5) The Borrowers have requested that the Lenders amend and restate the
terms of the Existing Credit Agreement in its entirety to provide, in part, for
(i) the addition of a new Term D Facility the proceeds of which were used
solely to prepay in full the Term A Facility, Term B Facility and Term C
Facility and to reduce the Revolving Credit Commitments to not greater than
$400,000,000 plus a further reduction, if any, in an amount equal to the
proceeds of the Term D Facility in excess of $525,000,000 on the Closing Date,
(ii) such amendments as shall be required to permit the issuance of the
Refinancing Notes and the refinancing therewith of the Oak Hill Debt, and (iii)
an amendment to the Interest Coverage Ratio, in each case as hereinafter set
forth. The Lender Parties have so amended and restated the Existing Credit
Agreement pursuant to the terms of the Amendment and Restatement Agreement.




2






 





          NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Existing Credit Agreement is
hereby amended and restated in its entirety and the parties hereto hereby agree
as follows:



ARTICLE I



DEFINITIONS AND ACCOUNTING TERMS



          SECTION 1.01. Certain Defined Terms.



          As used in this Agreement, the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and
plural forms of the terms defined):




		
	 	     “Administrative Agent” has the meaning specified in the recital of
parties to this Agreement.
	 
	 	     “Administrative Agent’s Account” means the account of the
Administrative Agent maintained by the Administrative Agent with
Citibank, N.A. at its office at 399 Park Avenue, New York, New York
10043, Account No. 36852248, Attention: John Judge, or such other
account as the Administrative Agent shall specify in writing to the
Lender Parties.
	 
	 	     “Advance” means a Term A Advance, a Term B Advance, a Term C
Advance, a Term D Advance, a Revolving Credit Advance, a Swing Line
Advance or a Letter of Credit Advance and, collectively, the “Advances”.
	 
	 	     “Affiliate” means, as to any Person, any other Person that, directly
or indirectly, controls, is controlled by or is under common control with
such Person or is a director or officer of such Person. For purposes of
this definition, the term “control” (including the terms “controlling”,
“controlled by” and “under common control with”) of a Person means the
possession, direct or indirect, of the power to vote 5% or more of the
Voting Interests of such Person or to direct or cause the direction of
the management and policies of such Person, whether through the ownership
of Voting Interests, by contract or otherwise.
	 
	 	     “Agents” has the meaning specified in the recital of parties to this
Agreement.
	 
	 	     “Agreement Value” means, for each Hedge Agreement, on any date of
determination, an amount determined by the Administrative Agent equal to:
(a) in the case of a Hedge Agreement documented pursuant to the Master
Agreement (Multicurrency-Cross Border) published by the International
Swap and Derivatives Association, Inc., as amended from time to time (the
“Master Agreement”), the amount, if any, that would be payable by any
Loan Party or any of its Subsidiaries to its counterparty to such Hedge
Agreement, as if (i) such Hedge Agreement was being terminated early on
such date of determination, (ii) such Loan Party or Subsidiary was the
sole “Affected Party”, and (iii) the Administrative Agent was the sole
party



3






 







		
	 	     determining such payment amount (with the Administrative Agent
making such determination pursuant to the provisions of the form of
Master Agreement); or (b) in the case of a Hedge Agreement traded on an
exchange, the mark-to-market value of such Hedge Agreement, which will be
the unrealized loss on such Hedge Agreement to the Loan Party or
Subsidiary of a Loan Party party to such Hedge Agreement determined by
the Administrative Agent based on the settlement price of such Hedge
Agreement on such date of determination, or (c) in all other cases, the
mark-to-market value of such Hedge Agreement, which will be the
unrealized loss on such Hedge Agreement to the Loan Party or Subsidiary
of a Loan Party party to such Hedge Agreement determined by the
Administrative Agent as the amount, if any, by which (i) the present
value of the future cash flows to be paid by such Loan Party or
Subsidiary exceeds (ii) the present value of the future cash flows to be
received by such Loan Party or Subsidiary pursuant to such Hedge
Agreement; capitalized terms used and not otherwise defined in this
definition shall have the respective meanings set forth in the above
described Master Agreement.
	 
	 	     “Amendment and Restatement of the Credit Agreement” has the meaning
specified in the Preliminary Statements.
	 
	 	     “Amendment and Restatement Agreement” means the Amendment and
Restatement Agreement to which this Agreement is attached.
	 
	 	     “Applicable Lending Office” means, with respect to each Lender
Party, such Lender Party’s Domestic Lending Office in the case of a Base
Rate Advance and such Lender Party’s Eurodollar Lending Office in the
case of a Eurodollar Rate Advance.
	 
	 	     “Applicable Margin” means (i) in the case of the Revolving Credit
Facility, 4.25% per annum for Eurodollar Rate Advances and 3.25% per
annum for Base Rate Advances, and (ii) in the case of the Term D
Facility, 2.50% per annum for Eurodollar Rate Advances and 1.50% per
annum for Base Rate Advances.
	 
	 	     “Appropriate Lender” means, at any time, with respect to (a) any of
the Term or Revolving Credit Facilities, a Lender that has a Commitment
with respect to such Facility at such time, (b) the Letter of Credit
Facility, (i) any Issuing Bank and (ii) if the other Revolving Credit
Lenders have made Letter of Credit Advances pursuant to Section 2.03(c)
that are outstanding at such time, each such other Revolving Credit
Lender and (c) the Swing Line Facility, (i) any Swing Line Bank and (ii)
if the other Revolving Credit Lenders have made Swing Line Advances
pursuant to Section 2.02(b) that are outstanding at such time, each such
other Revolving Credit Lender.
	 
	 	     “Approved Fund” means, with respect to any Lender that is a fund
that invests in bank loans, any other fund that invests in bank loans and
is advised or managed by the same investment advisor as such Lender or by
an Affiliate of such investment advisor.
	 
	 	     “Arrangers” means each of Citigroup and BAS.



4






 







		
	 	     “Assignment and Acceptance” means an assignment and acceptance
entered into by a Lender Party and an Eligible Assignee, and accepted by
the Administrative Agent, in accordance with Section 9.08 and in
substantially the form of Exhibit C hereto.
	 
	 	     “Available Amount” of any Letter of Credit means, at any time, the
maximum amount available to be drawn under such Letter of Credit at such
time (assuming compliance at such time with all conditions to drawing).
	 
	 	     “Backbone
Fiber” means a fiber connecting Los Angeles, California
and New York, New York.
	 
	 	     “Bank of
America” has the meaning specified in the recital of
parties to this Agreement.
	 
	 	     “Bankruptcy Code” means the U.S. Bankruptcy Code (11 U.S.C. §§ 101
et. seq.).
	 
	 	     “BAS” has the meaning specified in the recital of parties to this
Agreement.
	 
	 	     “Base Rate” means a fluctuating interest rate per annum in effect
from time to time, which rate per annum shall at all times be equal to
the higher of:




		
	 	     (a) the rate of interest announced publicly by Citibank in New
York, New York, from time to time, as Citibank’s base rate; and
	 
	 	     (b) 1⁄2 of 1% per annum above the Federal Funds Rate.




		
	 	     “Base Rate Advance” means an Advance that bears interest as provided
in Section 2.07(a)(i).
	 
	 	     “BCSI” has the meaning specified in the recital of parties to this
Agreement.
	 
	 	     “BCSI Sale Agreement” means the Agreement for the Purchase and Sale
of Assets dated as of February 22, 2003, by and between BCSI and the
other Sellers party thereto and the Buyers party thereto, as amended by
Amendment No. 1 dated as of June 6, 2003, and the Letter Agreement dated
June 13, 2003, together with all the exhibits and schedules thereto and
all other agreements contemplated to be entered into thereunder as and
when such other agreements become effective, in each case as amended in
accordance with the terms of this Agreement.
	 
	 	     “BCSI Subsidiary Guaranty” has the meaning specified in Section
3.01(a)(iii).
	 
	 	     “Blocking Event” means any of the following events:




		
	 	     (a) a Default described in Section 7.01(a) occurs and is
continuing, or




		
	 	     (b) a Default described in Section 7.01(f) or an Event
of Default (other than an Event of Default described in
Section 7.01(a))



5






 







		
	 	occurs and is continuing and delivery by the
Administrative Agent to CBI of a notice (a “Blockage Notice”)
of such Default or Event of Default (it being understood that
(x) the Administrative Agent may not deliver a subsequent
Blockage Notice unless and until at least 360 consecutive
days shall have elapsed since the day of delivery of the
immediately prior Blockage Notice and (y) no such Default or
Event of Default that existed or was continuing on the date
of delivery of any Blockage Notice shall be, or be made, the
basis of a subsequent Blockage Notice unless such Default or
Event of Default shall have been waived for a period of not
less than 180 consecutive days);




		
	 	provided, however, that a Blocking Event shall cease to occur upon
the earlier of:




		
	 	     (i) the date upon which the Default or Event of Default
giving rise to a Blocking Event described in clause (a) or
(b) above is cured or waived or shall have ceased to exist,
or




		
	 	     (ii) in the case of a Blocking Event described in clause
(b) above, 179 consecutive days having passed after the
Blockage Notice is received by CBI.




		
	 	     “BNY” has the meaning specified in the recital of parties to this
Agreement.
	 
	 	     “BofA Credit Agreement” means the 364-Day Credit Agreement dated as
of September 27, 1999 among CBI, as borrower, the lenders party thereto,
CUSA, as administrative agent, Bank of America, as syndication agent, and
Citigroup and BAS, as joint lead arrangers and joint book managers.
	 
	 	     “Borrower” and “Borrowers” have the meaning specified in the recital
of parties to this Agreement.
	 
	 	     “Borrower’s Account” means (a) an account maintained by CBI with
Citibank at its office at 399 Park Avenue, New York, New York 10043, or
(b) such other account as CBI shall specify in writing to the
Administrative Agent.
	 
	 	     “Borrowing” means a Term A Borrowing, a Term B Borrowing, a Term C
Borrowing, a Term D Borrowing, a Revolving Credit Borrowing or a Swing
Line Borrowing.
	 
	 	     “BRCOM” has the meaning specified in the Preliminary Statements.
	 
	 	     “BRCOM Default” means any BRCOM Event of Default or any event that
would constitute a BRCOM Event of Default but for the requirement that
notice be given or time elapse or both. For the avoidance of doubt, a
BRCOM Default is not for any purpose a Default under any Loan Document.
Any express statement to the effect that a reference to a Default does
not include a BRCOM Default is made solely for the sake of



6






 







		
	 	clarity and does not imply that a BRCOM Default might in any
circumstance be a Default.
	 
	 	     “BRCOM Event of Default” means a BRCOM Event of Default under
Section 7.03. For the avoidance of doubt, a BRCOM Event of Default is
not for any purpose under any Loan Document an Event of Default. Any
express statement to the effect that a reference to an Event of Default
does not include a BRCOM Event of Default is made solely for the sake of
clarity and does not imply that a BRCOM Event of Default might in any
circumstance be an Event of Default.
	 
	 	     “BRCOM Exchange” means the exchange of common or preferred stock or
other Equity Interests of CBI or Subordinated Debt of CBI for the BRCOM
Exchangeable Preferred Stock and/or the BRCOM Senior Subordinated Notes,
including by way of a sale of common or preferred stock or other Equity
Interests of CBI or Subordinated Debt of CBI to a third party in
accordance with Sections 5.02(b)(i)(F) or 5.02(g)(xi).
	 
	 	     “BRCOM
Exchangeable Preferred Stock” means the 121⁄2% Series B
Junior Exchangeable Preferred Stock Due 2009 of BRCOM.
	 
	 	     “BRCOM Group” means BRCOM and its Subsidiaries.
	 
	 	     “BRCOM Maximum Investment” means the sum of (1) $118,000,000
(including Advances made to BCSI after October 1, 2002) plus (2) the
aggregate amount of net cash dividends and net cash distributions paid by
any member of the BRCOM Group after October 1, 2002 to any member of the
CBI Group plus (3) the aggregate amount of Revolving Credit Borrowings
made under Section 5.02(e)(ix)(E) plus (4) without duplication, the net
amount of cash advanced or otherwise transferred by BRCOM or any of its
Subsidiaries to CBI or any of its Subsidiaries pursuant to the CBI Cash
Management System or so that a Default under Section 5.02(v) shall not
occur or be continuing.
	 
	 	     “BRCOM Net Cash Proceeds” shall mean Net Cash Proceeds from the
sale, lease, transfer or other disposition of all or substantially all of
the assets of BRCOM and/or its Subsidiaries less (to the extent not
already deducted in computing Net Cash Proceeds) all amounts in respect
of liabilities and claims not assumed by the buyer of such assets,
including, without limitation:




	 	(i)	 	claims paid in cash in settlement of trade
payables incurred in the ordinary course of business,
	 
	 	(ii)	 	amounts paid in cash to terminate circuit lease
obligations, capital leases, real property leases, leasehold
interests and contractual obligations for network elements,
	 
	 	(iii)	 	cash collection costs of accounts receivable
incurred in the ordinary course of business,



7






 







	 	(iv)	 	reasonable closing costs relating to sales of
assets to the extent not otherwise deducted,
	 
	 	(v)	 	cash settlement of Deferred Revenue liabilities
of BRCOM and its Subsidiaries,
	 
	 	(vi)	 	payment of intercompany debt other than
intercompany debt owed to (i) a Subsidiary of BRCOM, and (ii)
a Subsidiary of CBI that is not a Subsidiary Guarantor,
	 
	 	(vii)	 	other current ordinary course operating expense
obligations, and
	 
	 	(viii)	 	reserves maintained in accordance with Section
5.02(e)(ix)(E) for amounts that may be required to be paid in
respect of non-discharged liabilities or claims in the future;




		
	 	but not to include prepayment or repayment of principal, interest,
liquidation preference, dividends or any other amounts payable on or with
respect to the BRCOM Senior Subordinated Notes, the BRCOM 12 1⁄2%
Senior Notes or the BRCOM Exchangeable Preferred Stock, and in each case
to the extent, but only to the extent, that the amounts so deducted are
properly attributable to BRCOM or any of its Subsidiaries and are
actually required to be paid substantially contemporaneously with such
transaction (or reflect good faith estimates of amounts taken in reserve
pursuant to clause (viii)) to a Person that is not an Affiliate of such
Person or any of the Loan Parties or of any Affiliate of any of the Loan
Parties (other than as permitted in clause (vi) above).
	 
	 	     “BRCOM 9%
Indenture” means the Indenture dated as of April 21, 1998,
as amended in accordance with the terms of this Agreement, between BRCOM
and The Bank of New York (as successor to IBJ Schroder Bank & Trust
Company), as trustee pursuant to which the BRCOM Senior Subordinated
Notes were issued.
	 
	 	     “BRCOM Senior Subordinated Notes” means the 9% Senior Subordinated
Notes due 2008 of BRCOM issued pursuant to the BRCOM 9% Indenture.
	 
	 	     “BRCOM 12 1/2% Senior Notes” means the 12 1/2% Senior Notes of BRCOM
due 2005.
	 
	 	     “Business Day” means a day of the year on which banks are not
required or authorized by law to close in New York City and, if the
applicable Business Day relates to any Eurodollar Rate Advances, on which
dealings are carried on in the London interbank market.
	 
	 	     “Capital Expenditures” means, for any Person for any period, the sum
of, without duplication, (a) all expenditures made, directly or
indirectly, by such Person or any of its Subsidiaries during such period
for equipment, fixed assets, real property or improvements, or for
replacements or substitutions therefor or additions thereto, that have
been or should be, in accordance with GAAP, reflected as additions to
property, plant or



8






 







		
	 	equipment on a Consolidated balance sheet of such Person, plus (b)
the aggregate principal amount of all Obligations under Capitalized
Leases assumed or incurred in connection with any such expenditures. For
purposes of this definition, the purchase price of equipment that is
purchased simultaneously with the trade-in of existing equipment or with
insurance proceeds shall be included in Capital Expenditures only to the
extent of the gross amount of such purchase price less the credit granted
by the seller of such equipment for the equipment being traded in at such
time or the amount of such proceeds, as the case may be.
	 
	 	     “Capitalized Leases” means all leases that have been or should be,
in accordance with GAAP, recorded as capitalized leases.
	 
	 	     “Cash Equivalents” means any of the following, to the extent owned
by CBI or any of its Subsidiaries (including BRCOM and its Subsidiaries)
free and clear of all Liens other than Liens created under the Collateral
Documents and having a maturity of not greater than 90 days from the date
of acquisition thereof:




		
	 	     (a) readily marketable direct obligations of the Government of
the United States or any agency or instrumentality thereof or
obligations unconditionally guaranteed by the full faith and credit
of the Government of the United States,
	 
	 	     (b) insured certificates of deposit of or time deposits with
any commercial bank that is a Lender Party or a member of the
Federal Reserve System, issues (or the parent of which issues)
commercial paper rated as described in clause (c) below, is
organized under the laws of the United States or any State thereof
and has combined capital and surplus of at least $1 billion,
	 
	 	     (c) commercial paper issued by any corporation organized under
the laws of any State of the United States and rated at least
“Prime-1” (or the then equivalent grade) by Moody’s or “A-1” (or
the then equivalent grade) by S&P’s, or
	 
	 	     (d) Investments in money market funds registered under the
Investment Company Act of 1940, as amended, that satisfy the
requirements of Rule 2a-7 of such Act.




		
	 	     “CBI” has the meaning specified in the recital of parties to this
Agreement.
	 
	 	     “CBI Administrative Expenses” means all administrative expenses
incurred by CBI in the ordinary course of business, including, without
limitation, those related to compensation arrangements, litigation,
insurance, taxes (federal, state and local), health and welfare, office
supplies, contractual obligations, travel, director’s fees paid to and
expenses of CBI’s Board of Directors and payments to investment banks,
advisors and consultants.
	 
	 	     “CBI Cash Management System” has the meaning set forth in Section
5.01(r).



9






 




     “CBI Group” means CBI and its Subsidiaries other than the BRCOM
Group.


     “CBI Guaranty” has the meaning specified in Section 6.01.


     “CBI Sale Arrangements” means the arrangements under the Sellers’
Parent Guaranty, the APTIS Software Agreement, the Intellectual Property
Rights Assignment Agreement, the Transition Services Agreement and the
Intercompany Agreements, in each case as defined in the BCSI Sale
Agreement.


     “CBI
71⁄4% Notes” means the CBI $50 Million 71⁄4% Notes due June
15, 2023.


     “CBI Subsidiary Guaranty” has the meaning specified in Section
3.01(a)(iii).


     “CBT”
means Cincinnati Bell Telephone Company, an Ohio corporation.


     “CERCLA” means the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended from time to time.


     “CERCLIS” means the Comprehensive Environmental Response,
Compensation, and Liability Information System maintained by the U.S.
Environmental Protection Agency.


     “Certificate of Designation” means the certificate of designation
for the BRCOM Exchangeable Preferred Stock, as amended in accordance with
the terms of this Agreement.


     “CFC” means a “controlled foreign corporation” under Section 957 of
the Internal Revenue Code of 1968, as amended from time to time.


     “Change of Control” means the occurrence of any of the following:
(a) any Person or two or more Persons acting in concert shall have
acquired beneficial ownership (within the meaning of Rule 13d-3 of the
Securities and Exchange Commission under the Securities Exchange Act of
1934), directly or indirectly, of Voting Interests of CBI (or other
securities convertible into such Voting Interests) representing 20% or
more of the combined voting power of all Voting Interests of CBI; or (b)
during any period of up to 24 consecutive months, commencing before or
after the date of this Agreement, individuals who at the beginning of
such 24-month period were, or who were nominated by individuals who were,
directors of CBI shall cease for any reason to constitute a majority of
the board of directors of CBI; or (c) any Person or two or more Persons
acting in concert shall have acquired by contract or otherwise, or shall
have entered into a contract or arrangement that, upon consummation, will
result in its or their acquisition of the power to exercise, directly or
indirectly, a controlling influence over the management or policies of
CBI; or (d) CBI shall cease to own 100% of the Equity Interests in BCSI
or BRCOM (other than in connection with a sale or other disposition of
assets of BRCOM and its Subsidiaries pursuant to Section 5.02(e)(ix) and,
in the case of BRCOM, the BRCOM Exchangeable Preferred Stock); or (e) any
“change of control” as defined in the


10






 


CBI 71⁄4% Notes or in the Junior Notes or in the Refinancing Notes
or, prior to the consummation of the Oak Hill Refinancing, in the Oak
Hill Indenture.


     “Citibank” means Citibank, N.A., a national banking association.


     “Citigroup” has the meaning specified in the recital of parties to
this Agreement.


     “Co-Arrangers” has the meaning specified in the recital of parties
to this Agreement.


     “Co-Documentation Agents” has the meaning specified in the recital
of parties to this Agreement.


     “Collateral” means all “Collateral” referred to in the Collateral
Documents and all other property that is or is intended to be subject to
any Lien in favor of the Administrative Agent for the benefit of the
Secured Parties.


     “Collateral Account” has the meaning specified in the Security
Agreements.


     “Collateral Documents” means, collectively, the Shared Collateral
Security Agreement, the Non-Shared Collateral Security Agreement, the
Collateral Trust Agreement and any other agreement that creates or
purports to create a Lien in favor of the Administrative Agent for the
benefit of the Secured Parties.


     “Collateral Trust Agreement” means the Second Amendment and
Restatement of the Collateral Trust Agreement dated as of the date of the
Existing Credit Agreement by and between CBI and Wilmington Trust
Company, and John M. Beeson, as collateral trustees, as amended from time
to time in accordance with its terms.


     “Commitment” means (a) for purposes of Section 9.01(c) only, a Term
A Commitment, a Term B Commitment, a Term C Commitment, a Revolving
Credit Commitment or a Letter of Credit Commitment and (b) for all other
purposes, a Term A Commitment, a Term B Commitment, a Term C Commitment,
a Term D Commitment, a Revolving Credit Commitment or a Letter of Credit
Commitment.


     “Company” has the meaning specified in the Preliminary Statements.


     “Confidential Information” means all information, including material
nonpublic information within the meaning of Regulation FD promulgated by
the Securities and Exchange Commission, received from the Borrowers
relating to the Borrowers or their respective businesses, other than any
such information that is available to any Agent or any Lender Party on a
nonconfidential basis prior to disclosure by the Borrowers; provided
that, in case of information received from the Borrowers after the date
hereof, such information is clearly identified at the time of delivery as
confidential.


     “Consolidated” refers to the consolidation of accounts in accordance
with GAAP.


11






 



     “Consolidated EBITDA” means, with respect to any Person for any
period, the sum of (a) net income (or net loss) of such Person and its
Subsidiaries, plus (b) the sum of the following expenses that have been
deducted from the determination of consolidated net income of such Person
and its Subsidiaries for such period:



	 	(i)	 	all Consolidated Interest Expense (including, for
purposes of this definition only, all interest and payment
Obligations in respect of Debt referred to in clause (h) of
the definition of “Debt” herein) plus, to the extent deducted
in the computation of Consolidated Interest Expense under
clause (C) or (D) of the definition thereof, all interest not
payable in cash and any amortization of financing fees or
other charges or expenses incurred in connection with the
issuance of any Debt or preferred stock or the obtaining of
any amendment, waiver or other modification in respect of any
Debt or preferred stock, minus, to the extent added in the
computation of Consolidated Interest Expense under clause (e)
of the definition thereof, dividends paid in cash in respect
of preferred stock, in each case of such Person and its
Subsidiaries for such period,
	 
	 	(ii)	 	income tax expense of such Person and its
Subsidiaries for such period,
	 
	 	(iii)	 	all depreciation expense of such Person and its
Subsidiaries for such period,
	 
	 	(iv)	 	without duplication of clause (i) above, all
amortization expense of such Person and its Subsidiaries for
such period,
	 
	 	(v)	 	(A) all non-cash and non-recurring cash charges
deducted in determining the consolidated net income of such
Person and its Subsidiaries for such period in an amount not
to exceed $100,000,000 in the aggregate for the four
consecutive fiscal quarters ended on or immediately prior to
the date of determination, and (B) all extraordinary losses
deducted in determining the consolidated net income of such
Person and its Subsidiaries for such period (provided that any
cash payment made with respect to any such non-cash charge
shall be subtracted in computing Consolidated EBITDA during
the period in which such cash payment is made) less (C) all
extraordinary gains and non-cash or non-recurring gains added
in determining the consolidated net income of such Person and
its Subsidiaries for such period, in each case determined in
accordance with GAAP for such period,
	 
	 	(vi)	 	minority interest expense (income),
	 
	 	(vii)	 	non-cash losses for such period not to exceed
$200,000,000 (in aggregate for all impacted periods) and cash
losses for such period not to exceed $100,000,000 (in
aggregate for all impacted periods), in each



12






 







	 	 	 	case, resulting from the 2001 Restructuring and deducted
in determining the consolidated net income of CBI in the
first quarter of Fiscal Year 2002 and all other quarters
impacted as a result of the 2001 Restructuring,
	 
	 	(viii)	 	all charges taken in accordance with SFAS 142,
	 
	 	(ix)	 	all charges taken in accordance with SFAS 144 (A)
as of December 31, 2002 or (B) in an aggregate amount not to
exceed $50,000,000 for all such charges taken in any
consecutive four fiscal-quarter period commencing after
December 31, 2002, and
	 
	 	(x)	 	all non-cash amounts deducted from net income due
to the initial recording of any expense item in respect of an
obligation classified as a debt obligation under FASB
Interpretation No. 45 (it being understood that all subsequent
non-cash adjustments to such amount shall, as applicable, be
added to or deducted from Consolidated EBITDA).




		
	 	Consolidated EBITDA of CBI and its Subsidiaries shall be computed to
exclude all income (including interest income), loss and other effects of
BRCOM and its Subsidiaries on the financial statements of CBI and its
Subsidiaries, except that interest expense of BRCOM and its Subsidiaries
in respect of the Advances shall be included in the computation of
Consolidated EBITDA (it being understood that the foregoing is not
intended to require any adjustments to exclude the results for CBI and
its Subsidiaries in respect of operating transactions between CBI and its
Subsidiaries and BRCOM and its Subsidiaries). It is understood and
agreed that, using calculations based on the interim financial statements
that have been delivered to the Lenders, Consolidated EBITDA of CBI and
its Subsidiaries for the fiscal quarter ended March 31, 2002 was
$127,600,000, Consolidated EBITDA of CBI and its Subsidiaries for the
fiscal quarter ended June 30, 2002 was $134,500,000 and Consolidated
EBITDA of CBI and its Subsidiaries for the fiscal quarter ended September
30, 2002 was $137,700,000.
	 
	 	“Consolidated Interest Expense” means, with respect to any Person
for any period, the interest expense paid or payable on all Debt
(excluding all indebtedness and payment Obligations referred to in
clauses (g) and (h) of the definition of “Debt” herein, other than the
BRCOM Exchangeable Preferred Stock) of such Person and its Subsidiaries
for such period, determined on a Consolidated basis and in accordance
with GAAP, including, without limitation, (a) in the case of the
Borrowers, (i) interest expense paid or payable in respect of Debt
resulting from Advances and (ii) all fees paid or payable pursuant to
Section 2.08(a), (b) the interest component of all Obligations in respect
of Capitalized Leases, (c) commissions, discounts and other fees and
charges paid or payable in connection with letters of credit (including,
without limitation, the Letters of Credit), (d) the net payment, if any,
paid or payable in connection with Hedge Agreements less the net credit,
if any, received in connection with Hedge Agreements, and (e) dividends
paid in cash in respect of preferred stock, but excluding (A) any
amortization of original issue discount, (B) the interest portion of any deferred payment



13






 







		
	 	obligation, (C) any other interest not payable in
cash, (D) any amortization of financing fees or other charges or expenses
incurred in connection with the issuance of any Debt or preferred stock
or the obtaining of any amendment, waiver or other modification in
respect of any Debt or preferred stock, (E) to the extent included in
“interest expense” in accordance with GAAP, any penalties paid or payable
in connection with the prepayment of any Debt and (F) all non-cash
interest expense due to the initial recording of any expense item in
respect of an obligation classified as a debt obligation under FASB
Interpretation No. 45 and all subsequent non-cash adjustments to such
amount. It is understood and agreed that, using calculations based on
the interim financial statements that have been delivered to the Lenders,
Consolidated Interest Expense of CBI and its Subsidiaries for the fiscal
quarter ended March 31, 2002 was $31,800,000, Consolidated Interest
Expense of CBI and its Subsidiaries for the fiscal quarter ended June 30,
2002 was $32,500,000 and Consolidated Interest Expense of CBI and its
Subsidiaries for the fiscal quarter ended September 30, 2002 was
$32,600,000.
	 
	 	     “Consultant” has the meaning specified in Section 5.01(j)(I)(3)(f).
	 
	 	     “Contingent Obligation” means, with respect to any Person, any
Obligation or arrangement of such Person to guarantee or intended to
guarantee any Debt, leases, dividends or other payment Obligations
(“primary obligations”) of any other Person (the “primary obligor”) in
any manner, whether directly or indirectly, including, without
limitation, (a) the direct or indirect guarantee, endorsement (other than
for collection or deposit in the ordinary course of business), co-making,
discounting with recourse or sale with recourse by such Person of the
Obligation of a primary obligor, (b) the Obligation to make take-or-pay
or similar payments, if required, regardless of nonperformance by any
other party or parties to an agreement or (c) any Obligation of such
Person, whether or not contingent, (i) to purchase any such primary
obligation or any property constituting direct or indirect security
therefor, (ii) to advance or supply funds (A) for the purchase or payment
of any such primary obligation or (B) to maintain revolving credit or
equity capital of the primary obligor or otherwise to maintain the net
worth or solvency of the primary obligor, (iii) to purchase property,
assets, securities or services primarily for the purpose of assuring the
owner of any such primary obligation of the ability of the primary
obligor to make payment of such primary obligation or (iv) otherwise to
assure or hold harmless the holder of such primary obligation against
loss in respect thereof. The amount of any Contingent Obligation shall
be deemed to be an amount equal to the stated or determinable amount of
the primary obligation in respect of which such Contingent Obligation is
made (or, if less, the maximum amount of such primary obligation for
which such Person may be liable pursuant to the terms of the instrument
evidencing such Contingent Obligation) or, if not stated or determinable,
the maximum reasonably anticipated liability in respect thereof (assuming
such Person is required to perform thereunder), as determined by such
Person in good faith.
	 
	 	     “Conversion”, “Convert” and “Converted” each refer to a conversion
of Advances of one Type into Advances of the other Type pursuant to
Section 2.09 or 2.10.



14






 







		
	 	     “Convertible Certificate of Designation” means the certificate of
designation for the Convertible Preferred Stock, as amended in accordance
with the terms of this Agreement.
	 
	 	     “Convertible Preferred Stock” means the 6 3/4% Cumulative
Convertible Preferred Stock of CBI.
	 
	 	     “CSFB” has the meaning specified in the recital of parties to this
Agreement.
	 
	 	     “CSFBCI” has the meaning specified in the recital of parties to this
Agreement.
	 
	 	     “CSFB Fee Letter” means the confidential fee letter, dated May 21,
2001, from CSFB to the Borrowers.
	 
	 	     “CUSA” has the meaning specified in the recital of parties to this
Agreement.
	 
	 	     “Debt” of any Person means, without duplication for purposes of
calculating financial ratios, (a) all indebtedness of such Person for
borrowed money, (b) all Obligations of such Person for the deferred
purchase price of property or services (other than trade payables not
overdue by more than 60 days incurred in the ordinary course of such
Person’s business), (c) all Obligations of such Person evidenced by
notes, bonds, debentures or other similar instruments, (d) all
Obligations of such Person created or arising under any conditional sale
or other title retention agreement with respect to property acquired by
such Person (even though the rights and remedies of the seller or lender
under such agreement in the event of default are limited to repossession
or sale of such property), (e) all Obligations of such Person as lessee
under Capitalized Leases, (f) all Obligations of such Person under
acceptance, letter of credit or similar facilities, (g) all Obligations
of such Person to purchase, redeem, retire, defease or otherwise make any
payment in respect of any Equity Interests in such Person or any other
Person or any warrants, rights or options to acquire such capital stock,
valued, in the case of Redeemable Preferred Interests, at the greater of
its voluntary or involuntary liquidation preference plus accrued and
unpaid dividends, (h) all Obligations of such Person in respect of Hedge
Agreements, valued at the Agreement Value thereof, (i) all Contingent
Obligations of such Person and (j) all indebtedness and other payment
Obligations referred to in clauses (a) through (i) above of another
Person secured by (or for which the holder of such Debt has an existing
right, contingent or otherwise, to be secured by) any Lien on property
(including, without limitation, accounts and contract rights) owned by
such Person, even though such Person has not assumed or become liable for
the payment of such indebtedness or other payment Obligations; provided
that for purposes of calculating the financial ratios set forth in the
financial covenants in Section 5.04, the definition of Debt shall not
include contingent obligations under the Sellers’ Parent Guaranty (as
defined in the BCSI Sale Agreement) or any other similar guaranty by CBI
of obligations of BRCOM and its Subsidiaries under a sale agreement
entered into pursuant to Section 5.02(e)(ix) in lieu of the BCSI Sale
Agreement until either a claim is made thereunder (unless the obligation
underlying such claim is paid by BRCOM or its Subsidiaries or the total
amount of such obligation is being disputed in good faith by



15






 







		
	 	BRCOM or its Subsidiaries) or BRCOM has defaulted on its obligations
with respect to the BCSI Sale Agreement or such other sale agreement
entered into in lieu of the BCSI Sale Agreement.
	 
	 	     “Debt/EBITDA Ratio” means, at any date of determination, the ratio
of Consolidated Debt of CBI and its Subsidiaries (excluding all
indebtedness and payment Obligations referred to in clauses (g) and (h)
of the definition of “Debt” herein) as at such date of determination to
Consolidated EBITDA of CBI and its Subsidiaries for the period of four
consecutive fiscal quarters of CBI ended on or immediately prior to such
date.
	 
	 	     “Default” means any Event of Default or any event that would
constitute an Event of Default but for the requirement that notice be
given or time elapse or both.
	 
	 	     “Default Termination Notice” has the meaning specified in Section
2.01(d).
	 
	 	     “Defaulted Advance” means, with respect to any Lender Party at any
time, the portion of any Advance required to be made by such Lender Party
to any Borrower pursuant to Section 2.01 or 2.02 at or prior to such time
that has not been made by such Lender Party or by the Administrative
Agent for the account of such Lender Party pursuant to Section 2.02(e) as
of such time. In the event that a portion of a Defaulted Advance shall
be deemed made pursuant to Section 2.15(a), the remaining portion of such
Defaulted Advance shall be considered a Defaulted Advance originally
required to be made pursuant to Section 2.01 on the same date as the
Defaulted Advance so deemed made in part.
	 
	 	     “Defaulted Amount” means, with respect to any Lender Party at any
time, any amount required to be paid by such Lender Party to any Agent or
any other Lender Party hereunder or under any other Loan Document at or
prior to such time that has not been so paid as of such time, including,
without limitation, any amount required to be paid by such Lender Party
to (a) any Swing Line Bank pursuant to Section 2.02(b) to purchase a
portion of a Swing Line Advance made by such Swing Line Bank, (b) any
Issuing Bank pursuant to Section 2.03(c) to purchase a portion of a
Letter of Credit Advance made by such Issuing Bank, (c) the
Administrative Agent pursuant to Section 2.02(e) to reimburse the
Administrative Agent for the amount of any Advance made by the
Administrative Agent for the account of such Lender Party, (d) any other
Lender Party pursuant to Section 2.13 to purchase any participation in
Advances owing to such other Lender Party and (e) any Agent or any
Issuing Bank pursuant to Section 8.05 to reimburse such Agent or such
Issuing Bank for such Lender Party’s ratable share of any amount required
to be paid by the Lender Parties to such Agent or such Issuing Bank as
provided therein. In the event that a portion of a Defaulted Amount
shall be deemed paid pursuant to Section 2.15(b), the remaining portion
of such Defaulted Amount shall be considered a Defaulted Amount
originally required to be paid hereunder or under any other Loan Document
on the same date as the Defaulted Amount so deemed paid in part.
	 
	 	     “Defaulting Lender” means, at any time, any Lender Party that, at
such time, (a) owes a Defaulted Advance or a Defaulted Amount or (b)
shall take any action or be the subject of any action or proceeding of a
type described in Section 7.01(f). For



16






 







		
	 	purposes of Section 9.01(a) and (b) only, the definition of
Defaulting Lender shall not include any Lender that is a Disputing
Lender.
	 
	 	     “Deferred Revenue” means, at any date for any Person, amounts
appearing as a liability on the financial statements of such Person and
its Subsidiaries as prepared according to GAAP classified as deferred
revenue to the extent of cash received in connection therewith.
	 
	 	     “Disputing Lender” shall mean any Lender that becomes a Defaulting
Lender because such Lender in good faith has determined that the
conditions precedent to funding the applicable Advance set forth in
Section 3.02 of this Agreement have not been satisfied.
	 
	 	     “Domestic Lending Office” means, with respect to any Lender Party,
the office of such Lender Party specified as its “Domestic Lending
Office” opposite its name on Schedule I hereto or in the Assignment and
Acceptance pursuant to which it became a Lender Party, as the case may
be, or such other office of such Lender Party as such Lender Party may
from time to time specify to the Borrowers and the Administrative Agent.
	 
	 	     “Effective Date” has the meaning specified in Section 3.01.
	 
	 	     “Eligible Assignee” means (a) with respect to any Facility (other
than the Letter of Credit Facility), (i) a Lender; (ii) an Affiliate or
an Approved Fund of a Lender; or (iii) any other Person approved by the
Administrative Agent and, so long as no Default has occurred and is
continuing at the time any assignment is effected pursuant to Section
9.08, CBI, such approval not to be unreasonably withheld or delayed and,
in the case of CBI, such approval to be deemed to have been given if no
objection thereto is received by the Administrative Agent and the
assigning Lender within two Business Days after the date on which notice
of the proposed assignment is sent to CBI; and (b) with respect to the
Letter of Credit Facility, a Person that is an Eligible Assignee under
clause (a) of this definition and is a commercial bank organized under
the laws of the United States of America or any state thereof; provided,
however, that neither any Loan Party nor any Affiliate of a Loan Party
shall qualify as an Eligible Assignee under this definition.
	 
	 	     “Environmental Action” means any action, suit, demand, demand
letter, claim, notice of non-compliance or violation, notice of liability
or potential liability, investigation, proceeding, consent order or
consent agreement relating in any way to any Environmental Law, any
Environmental Permit or Hazardous Material or arising from alleged injury
or threat to health, safety or the environment, including, without
limitation, (a) by any governmental or regulatory authority for
enforcement, cleanup, removal, response, remedial or other actions or
damages and (b) by any governmental or regulatory authority or third
party for damages, contribution, indemnification, cost recovery,
compensation or injunctive relief.



17






 







		
	 	     “Environmental Law” means any applicable Federal, state, local or
foreign statute, law, ordinance, rule, regulation, code, order, writ,
judgment, injunction, decree or judicial interpretation relating to
pollution or protection of the environment, health, safety or natural
resources, including, without limitation, those relating to the use,
handling, transportation, treatment, storage, disposal, release or
discharge of Hazardous Materials.
	 
	 	     “Environmental Permit” means any permit, approval, identification
number, license or other authorization required under any Environmental
Law.
	 
	 	     “Equity Interests” means, with respect to any Person, shares of
capital stock of (or other ownership or profit interests in) such Person,
warrants, options or other rights for the purchase or other acquisition
from such Person of shares of capital stock of (or other ownership or
profit interests in) such Person, securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit
interests in) such Person or warrants, rights or options for the purchase
or other acquisition from such Person of such shares (or such other
interests), and other ownership or profit interests in such Person
(including, without limitation, partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares,
warrants, options, rights or other interests are authorized or otherwise
existing on any date of determination.
	 
	 	     “ERISA” means the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the regulations promulgated and rulings
issued thereunder.
	 
	 	     “ERISA Affiliate” means any Person that for purposes of Title IV of
ERISA is a member of the controlled group of any Loan Party, or under
common control with any Loan Party, within the meaning of Section 414 of
the Internal Revenue Code.
	 
	 	     “ERISA Event” means (a)(i) the occurrence of a reportable event,
within the meaning of Section 4043 of ERISA, with respect to any Plan
unless the 30-day notice requirement with respect to such event has been
waived by the PBGC or (ii) the requirements of Section 4043(b) of ERISA
apply with respect to a contributing sponsor, as defined in Section
4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9),
(10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably
expected to occur with respect to such Plan within the following 30 days;
(b) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a minimum funding waiver with respect to a
Plan; (c) the provision by the administrator of any Plan of a notice of
intent to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA
(including any such notice with respect to a plan amendment referred to
in Section 4041(e) of ERISA); (d) the incurrence by any Loan Party or any
ERISA Affiliate of any liability under Title IV of ERISA with respect to
any Plan; (e) the conditions for imposition of a lien under Section
302(f) of ERISA shall have been met with respect to any Plan; (f) the
adoption of an amendment to a Plan requiring the provision of security to
such Plan pursuant to Section 307 of ERISA; or (g) the institution by the
PBGC of proceedings to terminate a Plan pursuant to Section 4042 of
ERISA, or the occurrence of



18






 







		
	 	any event or condition described in Section 4042 of ERISA that
constitutes grounds for the termination of, or the appointment of a
trustee to administer, such Plan.
	 
	 	     “Escrow Agreements” means each of the Escrow Agreement (Cranberry
Adjustment), the Escrow Agreement (Closing Adjustment Receivables), the
Escrow Agreement (Second Stage Closing) and the Escrow Agreement (Working
Capital/Indemnity), in each case as defined in the BCSI Sale Agreement.
	 
	 	     “Eurocurrency Liabilities” has the meaning specified in Regulation D
of the Board of Governors of the Federal Reserve System, as in effect
from time to time.
	 
	 	     “Eurodollar Lending Office” means, with respect to any Lender Party,
the office of such Lender Party specified as its “Eurodollar Lending
Office” opposite its name on Schedule I hereto or in the Assignment and
Acceptance pursuant to which it became a Lender Party (or, if no such
office is specified, its Domestic Lending Office), or such other office
of such Lender Party as such Lender Party may from time to time specify
to the Borrowers and the Administrative Agent.
	 
	 	     “Eurodollar Rate” means, for any Interest Period for all Eurodollar
Rate Advances comprising part of the same Borrowing, an interest rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
obtained by dividing (a) the rate per annum appearing on Telerate Page
3750 (or any successor page) as the London interbank offered rate for
deposits in U.S. dollars at 11:00 A.M. (London time) two Business Days
before the first day of such Interest Period for a period equal to such
Interest Period (provided that, if for any reason such rate is not
available, the term “Eurodollar Rate” shall mean, for any Interest Period
for all Eurodollar Rate Advances comprising part of the same Borrowing,
the rate per annum (rounded upwards, if necessary, to the nearest 1/100
of 1%) appearing on Reuters Screen LIBO Page as the London interbank
offered rate for deposits in Dollars at approximately 11:00 A.M. (London
time) two Business Days prior to the first day of such Interest Period
for a term comparable to such Interest Period; provided, however, if more
than one rate is specified on Reuters Screen LIBO Page, the applicable
rate shall be the arithmetic mean of all such rates) by (b) a percentage
equal to 100% minus the Eurodollar Rate Reserve Percentage for such
Interest Period.
	 
	 	     “Eurodollar Rate Advance” means an Advance that bears interest as
provided in Section 2.07(a)(ii).
	 
	 	     “Eurodollar Rate Reserve Percentage” for any Interest Period for all
Eurodollar Rate Advances comprising part of the same Borrowing means the
reserve percentage applicable two Business Days before the first day of
such Interest Period under regulations issued from time to time by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement (including, without
limitation, any emergency, supplemental or other marginal reserve
requirement) for a member bank of the Federal Reserve System in New York
City with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities (or with respect to any other category of
liabilities that includes deposits by reference to which the interest



19






 





		
	 	rate on Eurodollar Rate Advances is determined) having a term equal
to such Interest Period.




		
	 	     “Events of Default” has the meaning specified in Section 7.01.
	 
	 	     “Excess Cash Flow” means, for any period (without duplication),




		
	 	     (a) the sum of:




		
	 	     (i) Consolidated net income (or loss) of CBI and its
Subsidiaries for such period adjusted to exclude any cash
gains attributable to any transaction that requires
prepayment of Term Advances pursuant to Section 2.06(b); plus




		
	 	     (ii) the aggregate amount of depreciation, amortization
and all other non-cash charges deducted in arriving at such
Consolidated net income (or loss); plus




		
	 	     (iii) the sum of (i) the amount, if any, by which Net
Working Capital decreased plus (ii) the net amount, if any,
by which Deferred Revenues of CBI and its Subsidiaries
increased; minus




		
	 	     (b) the sum of:




		
	 	     (i) the sum of (A) the aggregate amount of all non-cash
credits included in arriving at such Consolidated net income
(or loss) plus (B) the amount, if any, by which Net Working
Capital increased plus (c) the net amount, if any, by which
Deferred Revenues of CBI and its Subsidiaries decreased; plus




		
	 	     (ii) the sum of (A) the aggregate amount of Capital
Expenditures of CBI and its Subsidiaries paid in cash during
such period to the extent permitted by this Agreement (except
to the extent attributable to the incurrence of Obligations
under Capitalized Leases or otherwise financed by long term
Debt or with funds that would have constituted Net Cash
Proceeds) plus (B) cash consideration paid during such fiscal
year by CBI and its Subsidiaries to make acquisitions or
other capital investments (except to the extent financed by
incurring long-term Debt or with funds that would otherwise
have constituted Net Cash Proceeds) plus (C) the net amount
of cash used by CBI and its Subsidiaries in Permitted BRCOM
Transactions during such Fiscal Year (except to the extent
financed with Advances under the Revolving Credit Facility or
by incurring long-term Debt); plus




		
	 	     (iii) the aggregate amount of all regularly scheduled
principal payments of Funded Debt made during such period;
plus



20






 







		
	 	     (iv) the aggregate principal amount of all optional
prepayments of Term Advances made during such period pursuant
to Section 2.06(a); plus




		
	 	     (v) the aggregate principal amount of all cash payments
or prepayments of the Revolving Credit Advances that
permanently reduce the Revolving Credit Commitments.




		
	 	     “Excluded Entities” means CBT, Wireless LLC and the Mutual
Subsidiaries.
	 
	 	     “Excluded Equity Agreements” means the (i) Operating Agreement of
Wireless LLC between AT&T Wireless PCS Inc. and Wireless Co., dated as of
December 31, 1998 and (ii) Network Membership License Agreement between
AT&T Corp. and its affiliated companies, including AT&T Wireless
Services, Inc., and Wireless LCC, dated as of February 4, 1998, as
amended as of April 16, 1999.
	 
	 	     “Existing Credit Agreement” has the meaning specified in the
Preliminary Statements.
	 
	 	     “Existing Debt” means Debt of each Loan Party and its Subsidiaries
outstanding immediately before giving effect to the consummation of the
Existing Credit Agreement.
	 
	 	     “Extraordinary Receipt” means any cash received by or paid to or for
the account of any Person not in the ordinary course of business,
including, without limitation, tax refunds, pension plan reversions,
proceeds of insurance (including, without limitation, any key man life
insurance but excluding proceeds of business interruption insurance to
the extent such proceeds constitute compensation for lost earnings),
condemnation awards (and payments in lieu thereof), indemnity payments
and any purchase price adjustment received in connection with any
purchase agreement; provided, however, that an Extraordinary Receipt
shall not include cash receipts received from proceeds of insurance,
condemnation awards (or payments in lieu thereof) or indemnity payments
to the extent that such proceeds, awards or payments (A) in respect of
loss or damage to equipment, fixed assets or real property are applied
(or in respect of which expenditures were previously incurred) to replace
or repair the equipment, fixed assets or real property in respect of
which such proceeds were received in accordance with the terms of the
Loan Documents, so long as the applicable Borrower or its Subsidiaries
have entered into a legal, valid and binding agreement with respect
thereto within 12 months after the occurrence of such damage or loss and
with a closing thereunder and application of such proceeds within 6
months thereafter or (B) are received by any Person in respect of any
third party claim against such Person and applied to pay (or to reimburse
such Person for its prior payment of) such claim and the costs and
expenses of such Person with respect thereto.
	 
	 	     “Facilities Period” means the period commencing on the Effective
Date and ending June 30, 2008.



21






 







		
	 	     “Facility” means (a) for purposes of Section 9.01(c) only, the Term
A Facility, the Term B Facility, the Term C Facility, the Revolving
Credit Facility, the Swing Line Facility or the Letter of Credit Facility
and (b) for all other purposes, the Term A Facility, the Term B Facility,
the Term C Facility, the Term D Facility, the Revolving Credit Facility,
the Swing Line Facility or the Letter of Credit Facility.
	 
	 	     “Federal Funds Rate” means, for any period, a fluctuating interest
rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with members
of the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the
next preceding Business Day) by the Federal Reserve Bank of New York, or,
if such rate is not so published for any day that is a Business Day, the
average of the quotations for such day for such transactions received by
the Administrative Agent from three Federal funds brokers of recognized
standing selected by it.
	 
	 	     “Fee Letters” means collectively, (i) the fee letter dated as of
October 20, 1999 between CBI and the Agents, (ii) the fee letter dated as
of January 27, 2003 between CBI, Citigroup and the Administrative Agent,
(iii) the fee letter dated as of January 27, 2003 between CBI and BAS,
(iv) the fee letter dated as of October 31, 2003 between CBI and the Term
D Arrangers, and (v) the fee letter dated as of October 31, 2003 between
CBI and the Administrative Agent.
	 
	 	     “Final Maturity Date” means, (i) in the case of the Term A Facility,
the Term B Facility and the Term C Facility, the Effective Date of this
Agreement, and (ii) in the case of the Term D Facility the earlier of
June 30, 2008 and the date of termination in whole of the Term D
Commitments pursuant to Section 2.05 or 7.01.
	 
	 	     “Fiscal Year” means a fiscal year of CBI and its Consolidated
Subsidiaries ending on December 31 in any calendar year.
	 
	 	     “Foreign Subsidiary” means a Subsidiary organized under the laws of
a jurisdiction other than the United States or any State thereof or the
District of Columbia.
	 
	 	     “FTI” means FTI Consulting, Inc.
	 
	 	     “FTI Report” means the report provided by FTI and posted to the CBI
IntraLinks website by the Administrative Agent on January 28, 2003 and
distributed to the Lenders at the bank meeting with CBI held on the same
date.
	 
	 	     “Funded Debt” of any Person means Debt in respect of the Advances,
in the case of the Borrowers, and all other Debt of such Person that by
its terms matures more than one year after the date of determination or
matures within one year from such date but is renewable or extendible, at
the option of such Person, to a date more than one year after such date
or arises under a revolving credit or similar agreement that obligates
the lender or lenders to extend credit during a period of more than one
year after such date.



22






 







		
	 	     “GAAP” has the meaning specified in Section 1.03.
	 
	 	     “Goldman” has the meaning specified in the Preliminary Statements.
	 
	 	     “Granting Lender” has the meaning specified in Section 9.08(j).
	 
	 	     “Guaranties” means the CBI Guaranty and the Subsidiary Guaranties.
	 
	 	     “Guarantors” means CBI and the Subsidiary Guarantors.
	 
	 	     “Guaranty Supplement” has the meaning specified in the Subsidiary
Guaranties.
	 
	 	     “Hazardous Materials” means (a) petroleum or petroleum products,
by-products or breakdown products, radioactive materials,
asbestos-containing materials, polychlorinated biphenyls and radon gas
and (b) any other chemicals, materials or substances designated,
classified or regulated as hazardous or toxic or as a pollutant or
contaminant under any Environmental Law.
	 
	 	     “Hedge Agreements” means interest rate swap, cap or collar
agreements, interest rate future or option contracts, currency swap
agreements, currency future or option contracts and other hedging
agreements.
	 
	 	     “Hedge Bank” means any Lender Party or an Affiliate of a Lender
Party in its capacity as a party to a Secured Hedge Agreement.
	 
	 	     “Indemnified Party” has the meaning specified in Section 9.05(b).
	 
	 	     “Index Debt” means long-term senior unsecured Debt of CBI that is
not guaranteed or otherwise credit enhanced.
	 
	 	     “Information Materials” means (i) the Amendment Package dated as of
January 2003, and the other information materials (other than the FTI
Report) reviewed by CBI and posted to the CBI IntraLinks website by the
Administrative Agent on January 28, 2003 and distributed to the Lenders
at the bank meeting with CBI held on the same date and used by the
Arrangers in connection with the seeking of approvals of the amendments
effected by the Existing Credit Agreement, (ii) the information materials
reviewed by CBI and posted to the CBI IntraLinks website by the
Administrative Agent on October 30, 2003, November 4, 2003 and November
7, 2003 and used by the Administrative Agent in connection with the
seeking of approvals of the amendments effected by this Agreement and
(iii) the Term Loan D Investor Presentation dated as of October 2003, and
the other information materials reviewed by CBI and posted to the CBI
IntraLinks website by BAS on October 31, 2003, November 4, 2003 and
November 7, 2003 and used by the Term D Arrangers in connection with the
syndication of the Term D Facility.
	 
	 	     “Initial Issuing Banks”, “Initial Lender Parties” and “Initial
Lenders” each has the meaning specified in the recital of parties to this
Agreement.



23






 







		
	 	     “Interest Coverage Ratio” means, at any date of determination, the
ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense, in
each case, of or by CBI and its Subsidiaries during the four consecutive
fiscal quarters most recently ended for which financial statements are
required to be delivered to the Lender Parties pursuant to Section
5.03(b) or (c), as the case may be.
	 
	 	     “Interest Period” means, for each Eurodollar Rate Advance comprising
part of the same Borrowing, the period commencing on the date of such
Eurodollar Rate Advance or the date of the Conversion of any Base Rate
Advance into such Eurodollar Rate Advance, and ending on the last day of
the period selected by either Borrower pursuant to the provisions below
and, thereafter, each subsequent period commencing on the last day of the
immediately preceding Interest Period and ending on the last day of the
period selected by such Borrower pursuant to the provisions below. The
duration of each such Interest Period shall be one, two, three or six
months, and, subject to clause (c) of this definition, nine or twelve
months as such Borrower may, upon notice received by the Administrative
Agent not later than 11:00 A.M. (New York City time) on the third
Business Day prior to the first day of such Interest Period, select;
provided, however, that:




		
	 	     (a) such Borrower may not select any Interest Period with
respect to any Eurodollar Rate Advance under a Facility that ends
after any principal repayment installment date for such Facility
unless, after giving effect to such selection, the aggregate
principal amount of Base Rate Advances and of Eurodollar Rate
Advances having Interest Periods that end on or prior to such
principal repayment installment date for such Facility shall be at
least equal to the aggregate principal amount of Advances under
such Facility due and payable on or prior to such date;
	 
	 	     (b) Interest Periods commencing on the same date for
Eurodollar Rate Advances comprising part of the same Borrowing
shall be of the same duration;
	 
	 	     (c) no Borrower shall be entitled to select an Interest Period
having a duration of nine or twelve months unless, by 3:00 P.M.
(New York City time) on the third Business Day prior to the first
day of such Interest Period, each of the Appropriate Lenders
notifies the Administrative Agent that such Lender Party will be
providing funding for such Borrowing with such Interest Period (the
failure of any of the Appropriate Lenders to so respond by such
time being deemed for all purposes of this Agreement as an
objection by such Lender Party to the requested duration of such
Interest Period); provided that if any of the Appropriate Lenders
objects (or is deemed to have objected) to the requested duration
of such Interest Period, the duration of the Interest Period for
such Borrowing shall be one, two, three or six months, as specified
by such Borrower in the applicable Notice of Borrowing or notice of
Conversion as the desired alternative to the requested Interest
Period of nine or twelve months therefor;



24






 







		
	 	     (d) whenever the last day of any Interest Period would
otherwise occur on a day other than a Business Day, the last day of
such Interest Period shall be extended to occur on the next
succeeding Business Day, provided, however, that, if such extension
would cause the last day of such Interest Period to occur in the
next following calendar month, the last day of such Interest Period
shall occur on the next preceding Business Day; and
	 
	 	     (e) whenever the first day of any Interest Period occurs on a
day of an initial calendar month for which there is no numerically
corresponding day in the calendar month that succeeds such initial
calendar month by the number of months equal to the number of
months in such Interest Period, such Interest Period shall end on
the last Business Day of such succeeding calendar month.




		
	 	     “Internal Revenue Code” means the Internal Revenue Code of 1986, as
amended from time to time, and the regulations promulgated and rulings
issued thereunder.
	 
	 	     “Investment” in any Person means any loan or advance to such Person,
any purchase or other acquisition of any Equity Interests or Debt or the
assets comprising a division or business unit or a substantial part or
all of the business of such Person, any capital contribution to such
Person or any other direct or indirect investment in such Person,
including, without limitation, any acquisition by way of a merger or
consolidation and any arrangement pursuant to which the investor incurs
Debt of the types referred to in clause (i) or (j) of the definition of
“Debt” in respect of such Person.
	 
	 	     “Investment Grade Date” means the first day on which the ratings
established by both S&P and Moody’s for the Index Debt are, respectively,
BBB- or better and Baa3 or better.
	 
	 	     “IRU” means an indefeasible right to use fiber or telecommunications
capacity.
	 
	 	     “Issuing Banks” means each Initial Issuing Bank and any other
Revolving Credit Lender approved as an Issuing Bank by the Administrative
Agent and the Borrowers and any Eligible Assignee to which a Letter of
Credit Commitment hereunder has been assigned pursuant to Section 9.08 so
long as each such Revolving Credit Lender or each such Eligible Assignee
expressly agrees to perform in accordance with their terms all of the
obligations that by the terms of this Agreement are required to be
performed by it as an Issuing Bank and notifies the Administrative Agent
of its Applicable Lending Office and the amount of its Letter of Credit
Commitment (which information shall be recorded by the Administrative
Agent in the Register), for so long as such Initial Issuing Bank,
Revolving Credit Lender or Eligible Assignee, as the case may be, shall
have a Letter of Credit Commitment.
	 
	 	     “Junior Notes” has the meaning specified in the Preliminary
Statements.
	 
	 	     “Junior Notes Documents” means the Junior Notes, the Junior Notes
Indenture, the Purchase Agreement, the Warrants, the Warrant Agreement
and any other



25






 







		
	 	agreements, indentures and instruments pursuant to which the Junior
Notes or the Warrants are issued.
	 
	 	     “Junior Notes Indenture” has the meaning specified in the
Preliminary Statements.
	 
	 	     “L/C Cash Collateral Account” has the meaning specified in the
Security Agreements.
	 
	 	     “L/C Related Documents” has the meaning specified in Section
2.04(d)(ii).
	 
	 	     “Lender Party” means any Lender, any Issuing Bank or any Swing Line
Bank.
	 
	 	     “Lenders” means the Initial Lenders and each Person that shall
become a Lender hereunder pursuant to Section 9.08 for so long as such
Initial Lender or Person, as the case may be, shall be a party to this
Agreement.
	 
	 	     “Letter of Credit Advance” means an advance made by any Issuing Bank
or any Revolving Credit Lender pursuant to Section 2.03(c).
	 
	 	     “Letter of Credit Agreement” has the meaning specified in Section
2.03(a).
	 
	 	     “Letter of Credit Commitment” means, with respect to any Issuing
Bank at any time, the amount set forth opposite such Issuing Bank’s name
on Schedule I hereto under the caption “Letter of Credit Commitment” or,
if such Issuing Bank has entered into one or more Assignment and
Acceptances, set forth for such Issuing Bank in the Register maintained
by the Administrative Agent pursuant to Section 9.08(d) as such Issuing
Bank’s “Letter of Credit Commitment”, as such amount may be reduced at or
prior to such time pursuant to Section 2.05.
	 
	 	     “Letter of Credit Facility” means, at any time, an amount equal to
the lesser of (a) the aggregate amount of the Issuing Banks’ Letter of
Credit Commitments at such time and (b) $20,000,000, as such amount may
be reduced at or prior to such time pursuant to Section 2.05.
	 
	 	     “Letters of Credit” has the meaning specified in Section 2.01(d).
	 
	 	     “Lien” means any lien, security interest or other charge or
encumbrance of any kind, or any other type of preferential arrangement,
including, without limitation, the lien or retained security title of a
conditional vendor and any easement, right of way or other encumbrance on
title to real property.
	 
	 	     “Loan Documents” means (a) for purposes of this Agreement and the
Notes and any amendment, supplement or modification hereof or thereof,
(i) this Agreement, (ii) the Notes, (iii) the Guaranties, (iv) the
Collateral Documents, (v) the Fee Letters and the CSFB Fee Letter, and
(vi) each Letter of Credit Agreement and (b) for purposes of the
Guaranties and the Collateral Documents and for all other purposes other
than for



26






 







		
	 	purposes of this Agreement and the Notes, (i) this Agreement, (ii)
the Notes, (iii) the Guaranties, (iv) the Collateral Documents, (v) the
Fee Letters and the CSFB Fee Letter, (vi) each Letter of Credit
Agreement, and (vii) each Secured Hedge Agreement, in each case as
amended.
	 
	 	     “Loan Parties” means the Borrowers and each of the Guarantors.
	 
	 	     “Margin Stock” has the meaning specified in Regulation U.
	 
	 	     “Material Adverse Change” means any material adverse change in the
business, assets, condition (financial or otherwise), operations, or
prospects of CBI and its Subsidiaries, taken as a whole.
	 
	 	     “Material Adverse Effect” means a material adverse effect on (a) the
business, assets, condition (financial or otherwise), operations or
prospects of CBI and its Subsidiaries, taken as a whole, (b) the rights
and remedies of any Agent or any Lender Party under any Transaction
Document or (c) the ability of CBI or any of its Subsidiaries to perform
its material Obligations under the Related Documents and its Obligations
under the Loan Documents to which it is or is to be a party.
	 
	 	     “Material Contract” means with respect to any Person, each contract
or other arrangement to which such Person is a party for which breach,
nonperformance, cancellation or failure to renew could be expected to
have a Material Adverse Effect.
	 
	 	     “Minimum Liquidity” means the sum of (i) collected cash balances and
Cash Equivalents of CBI and its Subsidiaries and (ii) the amount
available to be drawn under the Revolving Credit Facility.
	 
	 	     “Moody’s” means Moody’s Investors Service Inc.
	 
	 	     “Multiemployer Plan” means a multiemployer plan, as defined in
Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA
Affiliate is making or accruing an obligation to make contributions, or
has within any of the preceding five plan years made or accrued an
obligation to make contributions.
	 
	 	     “Multiple Employer Plan” means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any
Loan Party or any ERISA Affiliate and at least one Person other than the
Loan Parties and the ERISA Affiliates or (b) was so maintained and in
respect of which any Loan Party or any ERISA Affiliate could have
liability under Section 4064 or 4069 of ERISA in the event such plan has
been or were to be terminated.
	 
	 	     “Mutual Subsidiaries” means Mutual Signal Holding Corporation,
Mutual Signal Corporation, Mutual Signal Corporation of Michigan and MSM
Associates Limited Partnership.



27






 







		
	 	     “Net Cash Proceeds” means, with respect to any sale, lease, transfer
or other disposition of any asset or the incurrence or issuance of any
Debt or the sale or issuance of any Equity Interests (including, without
limitation, any capital contribution) by any Person, or any Extraordinary
Receipt received by or paid to or for the account of any Person, the
aggregate amount of cash received from time to time (whether as initial
consideration or through payment or disposition of deferred
consideration) by or on behalf of such Person in connection with such
transaction after deducting therefrom only (without duplication):





		
	 	     (a) reasonable and customary brokerage commissions,
underwriting fees and discounts, legal fees, finder’s fees and
other similar fees and commissions;
	 
	 	     (b) the amount of taxes payable in connection with or as a
result of such transaction;
	 
	 	     (c) the amount of any Debt secured by a Lien on such asset
that, by the terms of the agreement or instrument governing such
Debt, is required to be repaid upon such disposition; and
	 
	 	     (d) in the case of any sale, lease, transfer or other
disposition of any property or asset, the amount required to be
reserved, in accordance with GAAP as in effect on the date on which
the Net Cash Proceeds from such sale, lease, transfer or other
disposition are determined, and so reserved, against liabilities
under indemnification obligations, pension and other
post-employment benefit liabilities or other similar contingent
liabilities associated with the property and assets subject to such
sale, lease, transfer or other disposition that are required to be
so provided for under the terms of the documentation for such sale,
lease, transfer or other disposition;




		
	 	in each case to the extent, but only to the extent, that the amounts so
deducted are properly attributable to such transaction or to the property
or asset that is the subject thereof and (i) in the case of clauses (a)
and (c) of this definition, are actually paid substantially
contemporaneously with the receipt of such cash to a Person that is not
an Affiliate of such Person or any of the Loan Parties or of any
Affiliate of any of the Loan Parties and (ii) in the case of clauses (b)
and (d) of this definition, are actually paid substantially
contemporaneously with the receipt of such cash to a Person that is not
an Affiliate of such Person or any of the Loan Parties or any Affiliate
of any of the Loan Parties or, so long as such Person is not otherwise
indemnified therefor, are reserved for in accordance with GAAP at the
time of receipt of such cash, based upon such Person’s reasonable
estimate of such taxes or contingent liabilities, as the case may be (as
determined reasonably and in good faith by the treasurer or chief
financial officer of such Person); provided, however, that if, at the
time such taxes or such contingent liabilities are actually paid or
otherwise satisfied, the amount of the reserve therefor exceeds the
amount paid or otherwise satisfied, then the Borrowers shall reduce the
Commitments in accordance with the terms of Section 2.05(b), and shall
prepay the outstanding Advances



28






 







		
	 	in accordance with the terms of Section 2.06(b)(ii) and (iii), in an
amount equal to the amount of such excess reserve.
	 
	 	     “Net Working Capital” means, at any date, (a) the consolidated
current assets of CBI and its Subsidiaries as of such date (excluding
cash and cash equivalents) minus (b) the consolidated current liabilities
of CBI and its Subsidiaries as of such date (excluding current
liabilities in respect of Debt).
	 
	 	     “New Notes” means (i) Subordinated Debt of CBI evidenced by the
Subordinated Debt Documents, (ii) Senior Notes and (iii) the Junior
Notes.
	 
	 	     “Non-Shared Collateral Security Agreement” has the meaning specified
in Section 3.01(a)(ii).
	 
	 	     “Note” means a Term A Note, a Term B Note, a Term C Note, a Term D
Note or a Revolving Credit Note.
	 
	 	     “Notice of Borrowing” has the meaning specified in Section 2.02(a).
	 
	 	     “Notice of Issuance” has the meaning specified in Section 2.03(a).
	 
	 	     “Notice of Renewal” has the meaning specified in Section 2.01(d).
	 
	 	     “Notice of Swing Line Borrowing” has the meaning specified in
Section 2.02(b).
	 
	 	     “Notice of Termination” has the meaning specified in Section
2.01(d).
	 
	 	     “NPL” means the National Priorities List under CERCLA.
	 
	 	     “Oak Hill
Debt” means the Obligations of CBI under the Oak Hill
Indenture.
	 
	 	     “Oak Hill Indenture” means the Indenture, dated as of July 21, 1999,
between CBI, as Issuer, and The Bank of New York, as Trustee, as amended
in accordance with the terms of this Agreement.
	 
	 	     “Oak Hill Refinancing” means the repayment in full of the Oak Hill
Debt with the proceeds of the Refinancing Notes.
	 
	 	     “Oak Hill Waiver” has the meaning specified in Section 3.01(II)(b).
	 
	 	     “Obligation” means, with respect to any Person, any payment,
performance or other obligation of such Person of any kind, including,
without limitation, any liability of such Person on any claim, whether or
not the right of any creditor to payment in respect of such claim is
reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, disputed, undisputed, legal, equitable, secured or unsecured,
and whether or not such claim is discharged, stayed or otherwise affected
by any proceeding referred to in Section 7.01(f). Without limiting the
generality of the foregoing, the Obligations of any Loan Party under the
Loan Documents include (a) the obligation to pay principal,



29






 







		
	 	interest, Letter of Credit commissions, charges, expenses, fees,
attorneys’ fees and disbursements, indemnities and other amounts payable
by such Loan Party under any Loan Document and (b) the obligation of such
Loan Party to reimburse any amount in respect of any of the foregoing
that any Lender Party, in its sole discretion, may elect to pay or
advance on behalf of such Loan Party.
	 
	 	     “Original Credit Agreement” has the meaning specified in the
Preliminary Statements.
	 
	 	     “Other Permitted Equity” means an Equity Interest of CBI other than
common stock that (i) is a security that is not guaranteed or secured and
ranks junior to the Facilities and the New Notes in all respects, (ii)
has a term extending to at least December 31, 2007 and is not mandatorily
redeemable or putable prior to such date (other than pursuant to a
customary change of control provision), (iii) has covenants and change of
control provisions no more restrictive than those customarily contained
in senior subordinated or subordinated public high yield issues for
similar issuers and (iv) if convertible or exchangeable, is convertible
or exchangeable only into CBI’s common stock.
	 
	 	     “Other Taxes” has the meaning specified in Section 2.12(b).
	 
	 	     “PBGC” means the Pension Benefit Guaranty Corporation (or any
successor).
	 
	 	     “Permitted BRCOM Transaction” means:
	 
	 	     (A) any (a) Investment in the BRCOM Group, (b) Restricted Payment
made to the BRCOM Group, (c) Debt incurred for the benefit of the BRCOM
Group or in connection with a sale of the BRCOM Group permitted under
Section 5.02(e)(ix), (d) Lien incurred for the benefit of the BRCOM Group
or in connection with a sale of the BRCOM Group permitted under Section
5.02(e)(ix), (e) asset purchase for the benefit of the BRCOM Group
without charge or allocation to the BRCOM Group, (f) payment in respect
of operating expenses or net operating losses of the BRCOM Group
(including payments for direct expenses of the BRCOM Group that are made
by the CBI Group and not charged or allocated to the BRCOM Group or
payments made by the CBI Group for shared expenses that are not charged
or allocated to the BRCOM Group), (g) tax reimbursement allowed for the
benefit of any member of the BRCOM Group, (h) Equity Interest of any
member of the CBI Group issued to the BRCOM Group, and (i) any other
transaction in, to or for the benefit of the BRCOM Group, excluding in
each case items set forth in clause (B) below, in each case (1) made or
incurred directly or indirectly by the CBI Group after October 1, 2002
and (2) after giving effect to which the aggregate amount of cash plus
the fair value of non-cash property transferred from the CBI Group to the
BRCOM Group in such transaction plus the value of any obligations
incurred or assumed by the CBI Group in connection with such transaction
does not exceed the BRCOM Maximum Investment for all such transactions
specified in clauses (a) through (i) in aggregate, and
	 
	 	     (B) each of the following transactions:



30






 







	 	(i)	 	the issuance of Equity Interests or the
incurrence of Debt in connection with any BRCOM Exchange and
the application of proceeds thereof to the extent permitted
under Section 5.02,
	 
	 	(ii)	 	the Guarantees,
	 
	 	(iii)	 	Liens under the Loan Documents,
	 
	 	(iv)	 	scheduled principal and interest payments (or
capital contributions made solely for the purpose of funding
such payments) made or guaranteed by any member of the CBI
Group in respect of the Obligations of BCSI under the Loan
Documents,
	 
	 	(v)	 	payments made by any member of the CBI Group
under the Guarantees in respect of the Obligations of BCSI
under the Loan Documents,
	 
	 	(vi)	 	non-cash payments made solely through reductions
in the principal amount of any intercompany notes issued by
any member of the BRCOM Group to any member of the CBI Group
in respect of net operating losses of the BRCOM Group used by
the CBI Group or other Investments in the form of reductions
of such intercompany notes,
	 
	 	(vii)	 	Permitted Obligations,
	 
	 	(viii)	 	interest payments made or funded by any member of the CBI
Group in respect of the BRCOM Senior Subordinated Notes and
the BRCOM 12 1/2% Senior Notes,
	 
	 	(ix)	 	the accrual and capitalization of interest on
intercompany notes issued by the BRCOM Group to CBI or to any
other member of the CBI Group,
	 
	 	(x)	 	the payment by the BRCOM Group of non-cash
management fees to the CBI Group made solely through
adjustments to intercompany notes issued by any member of the
BRCOM Group to any member of the CBI Group in any amount not
to exceed $2,000,000 per quarter,
	 
	 	(xi)	 	any transactions of the type described on
Schedule 1.01, and
	 
	 	(xii)	 	any non-cash transition arrangements or other
related services provided to or for the benefit of a buyer in
connection with a transaction permitted under Section
5.02(e)(ix), including under any CBI Sale Arrangements;




		
	 	provided no Default or Event of Default has occurred and is continuing at
the time of such transaction; provided further that any such Permitted
BRCOM Transaction is also permitted under Section 5.11 of the Junior
Notes Indenture.



31






 







		
	 	     “Permitted Liens” means such of the following as to which no
enforcement, collection, execution, levy or foreclosure proceeding shall
have been commenced: (a) Liens for taxes, assessments and governmental
charges or levies not yet due and payable; (b) Liens imposed by law, such
as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens
and other similar Liens arising in the ordinary course of business
securing obligations that (i) are not overdue for a period of more than
30 days and (ii) individually or together with all other Permitted Liens
outstanding on any date of determination do not materially adversely
affect the use of the property to which they relate; (c) pledges or
deposits to secure obligations under workers’ compensation laws or
similar legislation or to secure public or statutory obligations; and (d)
easements, rights of way and other encumbrances on title to real property
that do not render title to the property encumbered thereby unmarketable
or materially adversely affect the use of such property for its present
purposes.
	 
	 	     “Permitted Obligations” means, in connection with:
	 
	 	     (A) the BCSI Sale Agreement, all obligations under the Sellers’
Parent Guaranty (as defined in the BCSI Sale Agreement) and under the
other CBI Sale Arrangements, and
	 
	 	     (B) any other sale, transfer or other disposition of the assets of
BRCOM and/or its Subsidiaries permitted under Section 5.02(e)(ix), (a)
any customary indemnification obligation of the type described in clause
(A), including for excluded liabilities or tax payments of any member of
the BRCOM Group not assumed by the purchaser as expressly set forth in
the related purchase and sale agreement or (b) any obligation of the
types referred to in clause (i) of the definition of “Debt” in respect of
any such obligation specified in clause (a) created, incurred or
otherwise arising in connection with such sale, transfer or other
disposition of assets of BRCOM.
	 
	 	     “Permitted Preferred Stock” means the Convertible Preferred Stock
and the BRCOM Exchangeable Preferred Stock.
	 
	 	     “Permitted Preferred Stock Documents” means, collectively, the
Certificate of Designation and the Convertible Certificate of
Designation, any subscription agreements therefor and all of the other
agreements, instruments and other documents pursuant to which the
Permitted Preferred Stock will be or has been issued or otherwise setting
forth the terms of the Permitted Preferred Stock, in each case as such
agreement, instrument or other document may be amended, supplemented or
otherwise modified from time to time in accordance with the terms
thereof, but only to the extent permitted under the terms of the Loan
Documents.
	 
	 	     “Person” means an individual, partnership, corporation (including a
business trust), limited liability company, joint stock company, trust,
unincorporated association, joint venture or other entity, or a
government or any political subdivision or agency thereof.
	 
	 	     “Plan” means a Single Employer Plan or a Multiple Employer Plan.



32






 







		
	 	     “Pledged Debt” has the meaning specified in Section 1(a)(iv) of the
Shared Collateral Security Agreement and Section 1(a)(vi) of the
Non-Shared Collateral Security Agreement.
	 
	 	     “PNC” has the meaning specified in the recital of parties to this
Agreement.
	 
	 	     “Preferred Interests” means, with respect to any Person, Equity
Interests issued by such Person that are entitled to a preference or
priority over any other Equity Interests issued by such Person upon any
distribution of such Person’s property and assets, whether by dividend or
upon liquidation.
	 
	 	     “Prepackaged Plan” means a plan of reorganization filed in a
proceeding under Chapter 11 of the Bankruptcy Code which plan shall have
been accepted prior to such filing by the holders of the minimum amount
of each class of claims or interests impaired under such plan that would
be necessary to achieve acceptance thereof pursuant to Section 1126 of
the Bankruptcy Code.
	 
	 	     “Pro Rata Share” of any amount means, with respect to any Revolving
Credit Lender at any time, the product of such amount times a fraction
the numerator of which is the amount of such Lender’s Revolving Credit
Commitment at such time (or, if the Commitments shall have been
terminated pursuant to Section 2.05 or 7.01, such Lender’s Revolving
Credit Commitment as in effect immediately prior to such termination) and
the denominator of which is the Revolving Credit Facility at such time
(or, if the Commitments shall have been terminated pursuant to Section
2.05 or 7.01, the Revolving Credit Facility as in effect immediately
prior to such termination).
	 
	 	     “Purchase Agreement” has the meaning specified in the Preliminary
Statements.
	 
	 	     “PWC” means PricewaterhouseCoopers LLP.
	 
	 	     “Real Estate SPV” means Broadwing Communications Real Estate
Services LLC, a Delaware limited liability company.
	 
	 	     “Redeemable” means, with respect to any Equity Interest, any Debt or
any other right or Obligation, any such Equity Interest, Debt, right or
Obligation that (a) the issuer has undertaken to redeem at a fixed or
determinable date or dates, whether by operation of a sinking fund or
otherwise, or upon the occurrence of a condition not solely within the
control of the issuer or (b) is redeemable at the option of the holder.
	 
	 	     “Refinancing Notes” has the meaning specified in the Preliminary
Statements.
	 
	 	     “Register” has the meaning specified in Section 9.08(d).
	 
	 	     “Regulation U” means Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time.



33






 







		
	 	     “Related Documents” means the Junior Notes Documents, the Oak Hill
Indenture, the BCSI Sale Agreement, the Subordinated Debt Documents, the
Refinancing Notes, any intercompany notes issued pursuant to Section
5.02(b)(ii) and Section 5.02(b)(i)(D), all agreements, indentures and
instruments pursuant to which the Senior Notes and the Refinancing Notes
are issued, the certificate of incorporation of Wireless Holdco,
documents related to the Surviving Debt and the Permitted Preferred Stock
Documents.
	 
	 	     “Related Fund” means, with respect to any Lender which is a fund
that invests in loans, any other fund that invests in loans and is
controlled by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.
	 
	 	     “Required Lenders” means, at any time, Lenders owed or holding at
least a majority in interest of the sum of (a) the aggregate principal
amount of the Advances outstanding at such time, (b) the aggregate
Available Amount of all Letters of Credit outstanding at such time and
(c) the aggregate Unused Revolving Credit Commitments at such time;
provided, however, that if any Lender shall be a Defaulting Lender at
such time, there shall be excluded from the determination of Required
Lenders at such time (A) the aggregate principal amount of the Advances
owing to such Lender (in its capacity as a Lender) and outstanding at
such time, (B) such Lender’s Pro Rata Share of the aggregate Available
Amount of all Letters of Credit outstanding at such time, (C) the
aggregate unused Term Commitments of such Lender at such time and (D) the
Unused Revolving Credit Commitment of such Lender at such time. For
purposes of this definition, (1) the aggregate principal amount of Swing
Line Advances owing to any Swing Line Bank and of Letter of Credit
Advances owing to any Issuing Bank and the Available Amount of each
Letter of Credit shall be considered to be owed to the Revolving Credit
Lenders ratably in accordance with their respective Revolving Credit
Commitments and (2) the Advances and Commitments of the Term D Lenders
shall be disregarded in determining the “Required Lenders” under Section
9.01.
	 
	 	     “Responsible Officer” means the chief executive officer, the
president, the chief financial officer, the principal accounting officer
or the treasurer (or the equivalent of any of the foregoing) of a
Borrower or any of its Subsidiaries or any other officer, partner or
member (or person performing similar functions) of such Borrower or any
of its Subsidiaries responsible for overseeing the administration of, or
reviewing compliance with, all or any portion of this Agreement and the
other Loan Documents.
	 
	 	     “Restricted Payment” has the meaning specified in Section 5.02(g).
	 
	 	     “Revolving Credit Advance” has the meaning specified in Section
2.01(b).
	 
	 	     “Revolving Credit Borrowing” means a borrowing consisting of
simultaneous Revolving Credit Advances of the same Type made by the
Revolving Credit Lenders.
	 
	 	     “Revolving Credit Commitment” means, with respect to any Revolving
Credit Lender at any time, the amount set forth opposite such Lender’s
name on Schedule I hereto under the caption “Revolving Credit Commitment”
or, if such Lender has entered



34






 







		
	 	into one or more Assignment and Acceptances, set forth for such
Lender in the Register maintained by the Administrative Agent pursuant to
Section 9.08(d) as such Lender’s “Revolving Credit Commitment”, as such
amount may be reduced at or prior to such time pursuant to Section 2.05.
	 
	 	     “Revolving Credit Facility” means, at any time, the aggregate amount
of the Revolving Credit Lenders’ Revolving Credit Commitments at such
time.
	 
	 	     “Revolving Credit Lender” means any Lender that has a Revolving
Credit Commitment.
	 
	 	     “Revolving Credit Note” means a promissory note of a Borrower
payable to the order of any Revolving Credit Lender, in substantially the
form of Exhibit A-1 hereto, evidencing the aggregate indebtedness of such
Borrower to such Lender resulting from the Revolving Credit Advances,
Letter of Credit Advances and Swing Line Advances made by such Lender, as
amended.
	 
	 	     “Secured Hedge Agreement” means any Hedge Agreement required or
permitted under Article V that is entered into by and between any
Borrower and any Hedge Bank.
	 
	 	     “Secured Obligations” has the meaning specified in Section 2 of the
Security Agreements.
	 
	 	     “Secured Parties” means the Agents and the Lender Parties.
	 
	 	     “Security Agreements” means the Shared Collateral Security Agreement
or the Non-Shared Collateral Security Agreement.
	 
	 	     “Senior Notes” means senior unsubordinated notes of CBI which (i)
are unsecured, (ii) if guaranteed by any Subsidiaries, are only
guaranteed on an unsecured basis by Subsidiaries that have guaranteed the
Obligations of CBI and its Subsidiaries under the Loan Documents and
(iii) have customary high yield covenants for similar issuers and such
other covenants as may be reasonably necessary, in the judgment of CBI,
to comply with the provisions of Section 5.04(d) of the Junior Notes
Indenture as in effect on March 26, 2003 regarding the terms of
additional Debt of CBI and its Subsidiaries.
	 
	 	     “Senior Secured Debt/EBITDA Ratio” means, at any date of
determination, the ratio of Consolidated Senior Secured Debt of CBI and
its Subsidiaries as at such date of determination to Consolidated EBITDA
of CBI and its Subsidiaries for the period of four consecutive fiscal
quarters of CBI ended on or immediately prior to such date.
	 
	 	     “Senior Secured Debt” means, as of any date, the Advances and that
portion of the Debt (excluding all indebtedness and payment Obligations
referred to in clauses (g) and (h) of the definition of “Debt” herein) of
CBI and its Subsidiaries that ranks pari passu with the Advances made to
CBI and is secured by any collateral, including, without limitation, the
CBI 71⁄4 % Notes. “Senior Secured Debt” shall also at all times include
the



35






 







		
	 	medium term notes of CBT issued under CBT’s indenture dated as of
October 27, 1993, and CBT’s 6.30% Debentures due 2028 issued under CBT’s
indenture dated as of November 30, 1998.
	 
	 	     “Shared Collateral Security Agreement” has the meaning specified in
Section 3.01(a)(ii).
	 
	 	     “Single Employer Plan” means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any
Loan Party or any ERISA Affiliate and no Person other than the Loan
Parties and the ERISA Affiliates or (b) was so maintained, and in respect
of which any Loan Party or any ERISA Affiliate could have liability under
Section 4069 of ERISA in the event such plan has been or were to be
terminated.
	 
	 	     “Solvent” and “Solvency” mean, with respect to any Person on a
particular date, that on such date (a) the fair value of the property of
such Person is greater than the total amount of liabilities, including,
without limitation, contingent liabilities, of such Person, (b) the
present fair salable value of the assets of such Person is not less than
the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured, (c) such Person
does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person’s ability to pay such debts and
liabilities as they mature and (d) such Person is not engaged in business
or a transaction, and is not about to engage in business or a
transaction, for which such Person’s property would constitute an
unreasonably small capital. The amount of contingent liabilities at any
time shall be computed as the amount that, in the light of all the facts
and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability.
	 
	 	     “SPC” has the meaning specified in Section 9.08(j).
	 
	 	     “Specified Default” means any default or event of default under any
Debt of CBI or any of its Subsidiaries (a) of the following type: (i)
the occurrence of any of (x) prior to the consummation of the Oak Hill
Refinancing, an “Event of Default” (as defined in the Oak Hill Indenture)
under Section 6.1(f) or (g) of the Oak Hill Indenture (as in effect on
the date of the Existing Credit Agreement) in respect of any default of
the type specified in Section 7.01(f) by, against or with respect to BCI
or any of its Subsidiaries or (y) any default of the type specified in
Section 7.01(f) shall have occurred by, against or with respect to BCI or
any of its Subsidiaries or (ii) repayment of the Oak Hill Debt shall have
been accelerated (other than in connection with the Oak Hill
Refinancing), or (b) prior to the consummation of the Oak Hill
Refinancing, by reason of a cross default to the Oak Hill Indenture
resulting from a default or event of default under the Oak Hill Indenture
of the type described in clauses (i) and (ii) above.
	 
	 	     “Spectrum Assets” means the E-Block spectrum license granted by the
Federal Communications Commission or any spectrum license owned by
Wireless Co. for which the E-Block may be exchanged.



36






 







		
	 	     “SPV” has the meaning specified in Section 5.01(s).
	 
	 	     “S&P” means Standard & Poor’s, a division of The McGraw-Hill
Companies, Inc.
	 
	 	     “Subordinated Debt” means any Debt of any Loan Party that is
subordinated to the Obligations of such Loan Party under the Loan
Documents and that either (a) contains terms and conditions that comply
with the requirements of Section 5.02(b)(i)(F)(y) or (b) contains terms
and conditions reasonably satisfactory to the Required Lenders.
	 
	 	     “Subordinated Debt Documents” means all agreements, indentures and
instruments pursuant to which Subordinated Debt is issued and that either
(a) contains terms and conditions that comply with the requirements of
Section 5.02(b)(i)(F)(y) or (b) contains terms and conditions reasonably
satisfactory to the Required Lenders, in each case as amended, to the
extent permitted under the Loan Documents.
	 
	 	     “Subsidiary” of any Person means any corporation, partnership, joint
venture, limited liability company, trust or estate of which (or in
which) more than 50% of (a) the issued and outstanding capital stock
having ordinary voting power to elect a majority of the Board of
Directors of such corporation (irrespective of whether at the time
capital stock of any other class or classes of such corporation shall or
might have voting power upon the occurrence of any contingency), (b) the
interest in the capital or profits of such partnership, joint venture or
limited liability company or (c) the beneficial interest in such trust or
estate is at the time directly or indirectly owned or controlled by such
Person, by such Person and one or more of its other Subsidiaries or by
one or more of such Person’s other Subsidiaries. Notwithstanding the
foregoing, for purposes of this Agreement only but not the other Loan
Documents, references to “Subsidiaries” of CBI shall not include BRCOM or
any Subsidiary of BRCOM unless an express reference to BRCOM or BRCOM and
its Subsidiaries is made, except that at all times after CBI shall
deliver written notice to the Administrative Agent stating that Broadwing
Telecommunications Inc. shall thereafter be deemed to be a Subsidiary of
CBI for all purposes hereunder in accordance with Section 5.02(d)(iii),
Broadwing Telecommunications Inc. shall thereafter be deemed to be a
Subsidiary of CBI notwithstanding that it may at any such time be a
Subsidiary of BRCOM.
	 
	 	     “Subsidiary Guaranties” has the meaning specified in Section
3.01(a)(iii).
	 
	 	     “Subsidiary Guarantors” means the Subsidiaries of CBI (including
BRCOM and its Subsidiaries) listed on Schedule II hereto and each other
Subsidiary of CBI (including BRCOM and its Subsidiaries) that shall be
required to execute and deliver a guaranty pursuant to Section 5.01(j).
	 
	 	     “Surviving Debt” means Debt of each Loan Party and its Subsidiaries
outstanding immediately prior to the Effective Date.



37






 







		
	 	     “Swing Line Advance”  means an advance made by (a) any Swing Line
Bank pursuant to Section 2.01(c) or (b) any Revolving Credit Lender
pursuant to Section 2.02(b).
	 
	 	     “Swing Line Bank”  means, initially, each of CUSA, Bank of America
and PNC or any other Lender selected by CBI pursuant to Section 2.01(c).
	 
	 	     “Swing Line Borrowing”  means a borrowing consisting of a Swing Line
Advance made by any Swing Line Bank pursuant to Section 2.01(c) or the
Revolving Credit Lenders pursuant to Section 2.02(b).
	 
	 	     “Swing Line Facility”  has the meaning specified in Section 2.01(c).
	 
	 	     “Syndication Agent” has the meaning specified in the recital of
parties to this Agreement.
	 
	 	     “Taxes”  has the meaning specified in Section 2.12(a).
	 
	 	     “Term A Advance” has the meaning specified in Section 2.01(a)(i).
	 
	 	     “Term A Borrowing” means a borrowing consisting of simultaneous Term
A Advances of the same Type made by the Term A Lenders.
	 
	 	     “Term A Commitment” means, with respect to any Term A Lender at any
time, the aggregate amount set forth opposite such Lender’s name on
Schedule I hereto under the caption “Term A Commitment”, or, if such
Lender has entered into one or more Assignment and Acceptances, set forth
for such Lender in the Register maintained by the Administrative Agent
pursuant to Section 9.08(d) as such Lender’s “Term A Commitment”, as the
case may be, in each case as such amount may be reduced at or prior to
such time pursuant to Section 2.05.
	 
	 	     “Term Advances”  means, collectively, Term A Advances, Term B
Advances, Term C Advances and Term D Advances.
	 
	 	     “Term A Facility” means, at any time, the aggregate amount of the
Term A Lenders’ Term A Commitments at such time.
	 
	 	     “Term A Lender” means each Lender that has made a Term A Advance.
	 
	 	     “Term A Note” means a promissory note of a Borrower payable to the
order of any Term A Lender, in substantially the form of Exhibit A-2
hereto, evidencing the indebtedness of such Borrower to such Lender
resulting from the Term A Advance made by such Lender, as amended.
	 
	 	     “Term B Advance” has the meaning specified in Section 2.01(a)(ii).
	 
	 	     “Term B Borrowing” means a borrowing consisting of simultaneous Term
B Advances of the same Type made by the Term B Lenders.



38






 







		
	 	     “Term B Commitment” means, with respect to any Term B Lender at any
time, the aggregate amount set forth opposite such Lender’s name on
Schedule I hereto under the caption “Term B Commitment”, or, if such
Lender has entered into one or more Assignment and Acceptances, set forth
for such Lender in the Register maintained by the Administrative Agent
pursuant to Section 9.08(d) as such Lender’s “Term B Commitment”, as the
case may be, in each case as such amount may be reduced at or prior to
such time pursuant to Section 2.05.
	 
	 	     “Term B Facility” means, at any time, the aggregate amount of the
Term B Lenders’ Term B Commitments at such time.
	 
	 	     “Term B Lender” means each Lender that has made a Term B Advance.
	 
	 	     “Term B Note” means a promissory note of a Borrower payable to the
order of any Term B Lender, in substantially the form of Exhibit A-2
hereto, evidencing the indebtedness of such Borrower to such Lender
resulting from the Term B Advance made by such Lender, as amended.
	 
	 	     “Term Borrowings”  means, collectively, Term A Borrowings, Term B
Borrowings, Term C Borrowings and Term D Borrowings.
	 
	 	     “Term C Advance” has the meaning specified in Section 2.01(a)(iii).
	 
	 	     “Term C Borrowing” means a borrowing consisting of simultaneous Term
C Advances of the same Type made by the Term C Lenders.
	 
	 	     “Term C Commitment” means, with respect to any Term C Lender at any
time, the aggregate amount set forth opposite such Lender’s name on
Schedule I hereto under the caption “Term C Commitment”, or, if such
Lender has entered into one or more Assignment and Acceptances, set forth
for such Lender in the Register maintained by the Administrative Agent
pursuant to Section 9.08(d) as such Lender’s “Term C Commitment”, as the
case may be, in each case as such amount may be reduced at or prior to
such time pursuant to Section 2.05.
	 
	 	     “Term C Facility” means, at any time, the aggregate amount of the
Term C Lenders’ Term C Commitments at such time.
	 
	 	     “Term C Lender” means each Lender that has made a Term C Advance.
	 
	 	     “Term C Note” means a promissory note of a Borrower payable to the
order of any Term C Lender, in substantially the form of Exhibit A-2
hereto, evidencing the indebtedness of such Borrower to such Lender
resulting from the Term C Advance made by such Lender, as amended.
	 
	 	     “Term Commitments” means, collectively, Term A Commitments, Term B
Commitments, Term C Commitments and Term D Commitments.



39






 







		
	 	     “Term D Advance” has the meaning specified in Section 2.01(a)(iv).
	 
	 	     “Term D Arrangers”  has the meaning specified in the recital of
parties to this Agreement.
	 
	 	     “Term D Borrowing” means a borrowing consisting of simultaneous Term
D Advances of the same Type made by the Term D Lenders.
	 
	 	     “Term D Commitment” means, with respect to any Term D Lender at any
time, the aggregate amount set forth opposite such Lender’s name on
Schedule 2 to the Amendment and Restatement Agreement under the caption
“Term D Commitment”, or, if such Lender has entered into one or more
Assignment and Acceptances, set forth for such Lender in the Register
maintained by the Administrative Agent pursuant to Section 9.08(d) as
such Lender’s “Term D Commitment”, as the case may be, in each case as
such amount may be reduced at or prior to such time pursuant to Section
2.05.
	 
	 	     “Term D Facility” means, at any time, the aggregate amount of the
Term D Lenders’ Term D Commitments at such time.
	 
	 	     “Term D Lender” means each Lender that has made a Term D Advance.
	 
	 	     “Term D Note” means a promissory note of a Borrower payable to the
order of any Term D Lender, in substantially the form of Exhibit A-2
hereto, evidencing the indebtedness of such Borrower to such Lender
resulting from the Term D Advance made by such Lender, as amended.
	 
	 	     “Term Facility”  means, collectively, the Term A Facility, the Term B
Facility, the Term C Facility and the Term D Facility.
	 
	 	     “Termination Date”  means the earlier of March 1, 2006 and the date
of termination in whole of the Revolving Credit Commitments and the
Letter of Credit Commitments pursuant to Section 2.05 or 7.01.
	 
	 	     “Term Notes”  means, collectively, Term A Notes, Term B Notes, Term C
Notes and Term D Notes.
	 
	 	     “Transaction”  means the execution, delivery and performance of the
Loan Documents.
	 
	 	     “Transaction Documents”  means, collectively, the Loan Documents and
the Related Documents.
	 
	 	     “Transfer” has the meaning specified in Section 5.01(j)(I)(3)(d).
	 
	 	     “2004 Letters of Credit” means (i) the $47,742 letter of credit
issued to Utah State Retirement Investment Fund issued by Bank of America
that expires April 20, 2004



40






 







		
	 	and (ii) the $138,112 letter of credit issued to Overseas Partners
(333), Inc. issued by Bank of America that expires July 14, 2004.
	 
	 	     “Type” refers to the distinction between Advances bearing interest
at the Base Rate and Advances bearing interest at the Eurodollar Rate.
	 
	 	     “Unused Revolving Credit Commitment” means, with respect to any
Revolving Credit Lender at any time, (a) such Lender’s Revolving Credit
Commitment at such time minus (b) the sum of (i) the aggregate principal
amount of all Revolving Credit Advances, Swing Line Advances and Letter
of Credit Advances made by such Lender (in its capacity as a Lender) and
outstanding at such time plus (ii) such Lender’s Pro Rata Share of (A)
the aggregate Available Amount of all Letters of Credit outstanding at
such time, (B) the aggregate principal amount of all Letter of Credit
Advances made by the Issuing Banks pursuant to Section 2.03(c) and
outstanding at such time and (C) the aggregate principal amount of all
Swing Line Advances made by the Swing Line Banks pursuant to Section
2.01(c) and outstanding at such time.
	 
	 	     “Voting Interests” means shares of capital stock issued by a
corporation, or equivalent Equity Interests in any other Person, the
holders of which are ordinarily, in the absence of contingencies,
entitled to vote for the election of directors (or persons performing
similar functions) of such Person, even if the right so to vote has been
suspended by the happening of such a contingency.
	 
	 	     “Warrant Agreement” has the meaning specified in the Preliminary
Statements.
	 
	 	     “Warrants” has the meaning specified in the Preliminary Statements.
	 
	 	     “Welfare Plan” means a welfare plan, as defined in Section 3(1) of
ERISA, that is maintained for employees of any Loan Party or in respect
of which any Loan Party could have liability.
	 
	 	     “Wireless Co.” means Cincinnati Bell Wireless Company, an Ohio
corporation.
	 
	 	     “Wireless Holdco” means Cincinnati Bell Wireless Holdings LLC, a
Delaware limited liability company.
	 
	 	     “Wireless LLC” means Cincinnati Bell Wireless LLC, an Ohio limited
liability company.
	 
	 	     “Withdrawal Liability” has the meaning specified in Part I of
Subtitle E of Title IV of ERISA.



          SECTION 1.02. Computation of Time Periods; Other Definitional Provisions.
In this Agreement and the other Loan Documents in the computation of periods
of time from a specified date to a later specified date, the word “from” means
“from and including” and the words “to” and “until” each mean “to but
excluding”. References in the Loan Documents to any agreement or contract “as amended” shall mean and be a reference to such agreement or contract




41






 





as amended, amended and restated, supplemented or otherwise modified from time
to time in accordance with its terms.


          SECTION 1.03. Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with generally accepted
accounting principles in effect on the Effective Date (“GAAP”).



ARTICLE II



AMOUNTS AND TERMS OF THE ADVANCES

AND THE LETTERS OF CREDIT



          SECTION 2.01. The Advances and the Letters of Credit (a) The Term
Advances. (i) Each Term A Lender made advances (each a “Term A Advance”) to
the Borrowers prior to the Effective Date under Section 2.01(a)(i) of the
Amendment and Restatement of the Credit Agreement in an aggregate amount equal
to such Lender’s Term A Commitment. All Term A Advances outstanding
immediately prior to the Effective Date have been prepaid in full on the
Effective Date with the proceeds of the Term D Facility and may not be
reborrowed.



          (ii) Each Term B Lender made incremental term B advances (each a “Term B
Advance”) to the Borrowers prior to the Effective Date under Sections
2.01(a)(ii) and 2.05(c) of the Amendment and Restatement of the Credit
Agreement in an aggregate amount equal to such Lender’s Term B Commitment. All
Term B Advances outstanding immediately prior to the Effective Date have been
prepaid in full on the Effective Date with the proceeds of the Term D Facility
and may not be reborrowed.



          (iii) Each Term C Lender made a single incremental term C advance (each a
“Term C Advance”) to the Borrowers prior to the Effective Date under Sections
2.01(a)(iii) and 2.05(c) of the Amendment and Restatement of the Credit
Agreement in an aggregate amount equal to such Lender’s Term C Commitment. All
Term C Advances outstanding immediately prior to the Effective Date have been
prepaid in full on the Effective Date with the proceeds of the Term D Facility
and may not be reborrowed.



          (iv) Each Term D Lender made a single term D advance (each a “Term D
Advance”) to CBI on the Effective Date in an aggregate amount equal to such
Lender’s Term D Commitment. The Term D Borrowing consists of Term D Advances
made simultaneously by the Term D Lenders ratably according to their Term D
Commitments. Amounts borrowed under this Section 2.01(a)(iv) and repaid or
prepaid may not be reborrowed.



          (b) The Revolving Credit Advances. Each Revolving Credit Lender severally
agrees, on the terms and conditions hereinafter set forth, to make advances
(each a “Revolving Credit Advance”) to CBI from time to time on any Business
Day during the period from the date hereof until the Termination Date in an
amount for each such Advance not to exceed such Lender’s Unused Revolving
Credit Commitment at such time. Each Revolving Credit Borrowing shall be in an
aggregate amount of (i) $10,000,000 or an integral multiple of
$1,000,000 in excess thereof in respect of Eurodollar Rate Advances and
(ii) $10,000,000 or an




42






 





integral multiple of $1,000,000 in excess thereof in
respect of Base Rate Advances (in each case, other than a Borrowing the
proceeds of which shall be used solely to repay or prepay in full outstanding
Swing Line Advances or outstanding Letter of Credit Advances) and shall consist
of Revolving Credit Advances made simultaneously by the Revolving Credit
Lenders ratably according to their Revolving Credit Commitments. The Revolving
Credit Advances made to CBI and to BCSI under Section 2.01(b) of the Existing
Credit Agreement and outstanding on the Effective Date shall for all purposes
be deemed to have been made hereunder and shall constitute use of the Revolving
Credit Facility. Within the limits of each Revolving Credit Lender’s Unused
Revolving Credit Commitment in effect from time to time, the Borrowers may
borrow under this Section 2.01(b), prepay pursuant to Section 2.06(a) and
reborrow under this Section 2.01(b). BCSI may not borrow any new Revolving
Credit Advances under this Section 2.01(b).


          (c) The Swing Line Advances. CBI may request any Swing Line Bank to make,
and such Swing Line Bank may, if in its sole discretion it elects to do so,
make, on the terms and conditions hereinafter set forth, Swing Line Advances to
CBI from time to time on any Business Day during the period from the date
hereof until the Termination Date (i) in an aggregate amount owing to all Swing
Line Banks not to exceed at any time outstanding $75,000,000 (the “Swing Line
Facility”) and (ii) in an amount for each such Swing Line Borrowing not to
exceed the aggregate of the Unused Revolving Credit Commitments of the
Revolving Credit Lenders at such time. No Swing Line Advance shall be used for
the purpose of funding the payment of principal of any other Swing Line
Advance. Each Swing Line Borrowing shall be in an amount of $500,000 or an
integral multiple of $100,000 in excess thereof and shall be made as a Base
Rate Advance. Any Swing Line Advances made to CBI and to BCSI under Section
2.01(c) of the Existing Credit Agreement and outstanding on the Effective Date
shall for all purposes be deemed to have been made hereunder and shall
constitute use of the Swing Line Facility. Within the limits of the Swing Line
Facility and within the limits referred to in clause (ii) above, so long as any
Swing Line Bank, in its sole discretion, elects to make Swing Line Advances,
CBI may borrow under this Section 2.01(c), repay pursuant to Section 2.04(c) or
prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(c).
BCSI may not borrow any new Swing Line Advances under this Section 2.01(c).
CBI may select any Lender to act as a Swing Line Bank or remove any Lender as a
Swing Line Bank at its discretion; provided that (i) each such Lender expressly
agrees to perform in accordance with their terms all of the obligations that by
the terms of this Agreement are required to be performed by it as a Swing Line
Bank and notifies the Administrative Agent of its acceptance of such
appointment and (ii) there are no more than four Swing Line Banks (including
all Swing Line Banks that have issued Swing Line Advances that remain
outstanding) at any one time.



          (d) The Letters of Credit. Each Issuing Bank severally agrees, on the
terms and conditions hereinafter set forth, to issue (or cause its Affiliate
that is a commercial bank to issue on its behalf) letters of credit (the
“Letters of Credit”) for the account of CBI from time to time on any Business
Day during the period from the date hereof until 5 Business Days before the
Termination Date in an aggregate Available Amount (i) for all Letters of Credit
issued by such Issuing Bank not to exceed at any time the lesser of (x) the
Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of
Credit Commitment at such time and (ii) for each
such Letter of Credit not to exceed an amount equal to the Unused
Revolving Credit




43






 





Commitments of the Revolving Credit Lenders at such time. The
2004 Letters of Credit and all Letters of Credit issued for the account of CBI
or BCSI under Section 2.01(d) of the Existing Credit Agreement and outstanding
on the Effective Date shall for all purposes be deemed to have been issued
hereunder and shall constitute use of the Letter of Credit Facility. No Letter
of Credit shall have an expiration date (including all rights of the Borrowers
or the beneficiary to require renewal) later than the earlier of 5 Business
Days before the Termination Date and one year after the date of issuance
thereof, but may by its terms be renewable annually upon notice (a “Notice of
Renewal”) given to the Issuing Bank that issued such Letter of Credit and the
Administrative Agent on or prior to any date for notice of renewal set forth in
such Letter of Credit but in any event at least three Business Days prior to
the date of the proposed renewal of such Letter of Credit and upon fulfillment
of the applicable conditions set forth in Article III unless such Issuing Bank
has notified such Borrower (with a copy to the Administrative Agent) on or
prior to the date for notice of termination set forth in such Letter of Credit
but in any event at least 30 Business Days prior to the date of automatic
renewal of its election not to renew such Letter of Credit (a “Notice of
Termination”). If either a Notice of Renewal is not given by such Borrower or
a Notice of Termination is given by the relevant Issuing Bank pursuant to the
immediately preceding sentence, such Letter of Credit shall expire on the date
on which it otherwise would have been automatically renewed; provided, however,
that even in the absence of receipt of a Notice of Renewal the relevant Issuing
Bank may in its discretion, unless instructed to the contrary by the
Administrative Agent or such Borrower, deem that a Notice of Renewal had been
timely delivered and in such case, a Notice of Renewal shall be deemed to have
been so delivered for all purposes under this Agreement. Each Letter of Credit
shall contain a provision authorizing the Issuing Bank that issued such Letter
of Credit to deliver to the beneficiary of such Letter of Credit, upon the
occurrence and during the continuance of an Event of Default, a notice (a
“Default Termination Notice”) terminating such Letter of Credit and giving such
beneficiary 15 days to draw such Letter of Credit. Within the limits of the
Letter of Credit Facility, and subject to the limits referred to above, CBI may
request the issuance of Letters of Credit under this Section 2.01(d), repay any
Letter of Credit Advances resulting from drawings thereunder pursuant to
Section 2.04(d) and request the issuance of additional Letters of Credit under
this Section 2.01(d). BCSI may not request the issuance of any new Letters of
Credit under this Section 2.01(d).


          SECTION 2.02. Making the Advances (a) Except as otherwise provided in
Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not
later than 11:00 A.M. (New York City time) on the third Business Day prior to
the date of the proposed Borrowing in the case of a Borrowing consisting of
Eurodollar Rate Advances, or the first Business Day prior to the date of the
proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances,
by CBI to the Administrative Agent, which shall give to each Appropriate Lender
prompt notice thereof by telex or telecopier. Each such notice of a Borrowing
(a “Notice of Borrowing”) shall be by telephone, confirmed immediately in
writing, or telex or telecopier, in substantially the form of Exhibit B hereto,
specifying therein the requested (i) date of such Borrowing, (ii) Facility
under which such Borrowing is to be made, (iii) Type of Advances comprising
such Borrowing, (iv) aggregate amount of such Borrowing and (v) in the case of
a Borrowing consisting of
Eurodollar Rate Advances, initial Interest Period for each such Advance.
It is understood that the initial Term D Advance was made as a Eurodollar Rate
Advance with an initial Interest Period of three months. Each Appropriate
Lender shall, before




44






 





11:00 A.M. (New York City time) on the date of such
Borrowing, make available for the account of its Applicable Lending Office to
the Administrative Agent at the Administrative Agent’s Account, in same day
funds, such Lender’s ratable portion of such Borrowing in accordance with the
respective Commitments under the applicable Facility of such Lender and the
other Appropriate Lenders. After the Administrative Agent’s receipt of such
funds and upon fulfillment of the applicable conditions set forth in Article
III, the Administrative Agent will make such funds available to CBI by
crediting the Borrower’s Account; provided, however, that, in the case of any
Revolving Credit Borrowing, the Administrative Agent shall first make a portion
of such funds equal to the aggregate principal amount of any Swing Line
Advances and Letter of Credit Advances made by any Swing Line Bank or any
Issuing Bank, as the case may be, and by any other Revolving Credit Lender and
outstanding on the date of such Revolving Credit Borrowing, plus interest
accrued and unpaid thereon to and as of such date, available to such Swing Line
Bank or such Issuing Bank, as the case may be, and such other Revolving Credit
Lenders for repayment of such Swing Line Advances and Letter of Credit
Advances.


          (b) Each Swing Line Borrowing shall be made on notice, given not later
than 1:00 P.M. (New York City time) on the date of the proposed Swing Line
Borrowing, by CBI to any Swing Line Bank and the Administrative Agent. Each
such notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”)
shall be by telephone, confirmed immediately in writing, or telex or
telecopier, specifying therein the requested (i) date of such Borrowing, (ii)
amount of such Borrowing and (iii) maturity of such Borrowing (which maturity
shall be no later than the seventh day after the requested date of such
Borrowing). If, in its sole discretion, it elects to make the requested Swing
Line Advance, such Swing Line Bank will make the amount thereof available to
the Administrative Agent at the Administrative Agent’s Account, in same day
funds. After the Administrative Agent’s receipt of such funds and upon
fulfillment of the applicable conditions set forth in Article III, the
Administrative Agent will make such funds available to CBI by crediting the
Borrower’s Account. Upon written demand by any Swing Line Bank with an
outstanding Swing Line Advance, with a copy of such demand to the
Administrative Agent, each other Revolving Credit Lender shall purchase from
such Swing Line Bank, and such Swing Line Bank shall sell and assign to each
such other Revolving Credit Lender, such other Lender’s Pro Rata Share of such
outstanding Swing Line Advance as of the date of such demand, by making
available for the account of its Applicable Lending Office to the
Administrative Agent for the account of such Swing Line Bank, by deposit to the
Administrative Agent’s Account, in same day funds, an amount equal to the
portion of the outstanding principal amount of such Swing Line Advance to be
purchased by such Lender. CBI hereby agrees to each such sale and assignment.
Each Revolving Credit Lender agrees to purchase its Pro Rata Share of an
outstanding Swing Line Advance on (i) the Business Day on which demand therefor
is made by the Swing Line Bank that made such Advance, provided that notice of
such demand is given not later than 11:00 A.M. (New York City time) on such
Business Day or (ii) the first Business Day next succeeding such demand if
notice of such demand is given after such time. Upon any such assignment by a
Swing Line Bank to any other Revolving Credit Lender of a portion of a Swing
Line Advance, such Swing Line Bank represents and warrants to such other Lender
that such Swing Line Bank is the legal and beneficial owner of such interest
being
assigned by it, but makes no other representation or warranty and assumes
no responsibility with respect to such Swing Line Advance, the Loan Documents
or any Loan Party. If and to the extent that any Revolving Credit Lender shall
not have so made the amount of such Swing Line




45






 





Advance available to the
Administrative Agent, such Revolving Credit Lender agrees to pay to the
Administrative Agent forthwith on demand such amount together with interest
thereon, for each day from the date of demand by such Swing Line Bank until the
date such amount is paid to the Administrative Agent, at the Federal Funds
Rate. If such Lender shall pay to the Administrative Agent such amount for the
account of such Swing Line Bank on any Business Day, such amount so paid in
respect of principal shall constitute a Swing Line Advance made by such Lender
on such Business Day for purposes of this Agreement, and the outstanding
principal amount of the Swing Line Advance made by such Swing Line Bank shall
be reduced by such amount on such Business Day.


          (c) Anything in subsection (a) above to the contrary notwithstanding, (i)
CBI may not select Eurodollar Rate Advances for any Borrowing if the aggregate
amount of such Borrowing is less than $10,000,000 or if the obligation of the
Appropriate Lenders to make Eurodollar Rate Advances shall then be suspended
pursuant to Section 2.09 or 2.10 and (ii) the Term Advances may not be
outstanding as part of more than five separate Borrowings and the Revolving
Credit Advances may not be outstanding as part of more than five separate
Borrowings.



          (d) Each Notice of Borrowing and Notice of Swing Line Borrowing shall be
irrevocable and binding on CBI. In the case of any Borrowing that the related
Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances,
CBI shall indemnify each Appropriate Lender against any loss, cost or expense
incurred by such Lender as a result of any failure to fulfill on or before the
date specified in such Notice of Borrowing for such Borrowing the applicable
conditions set forth in Article III, including, without limitation, any loss
(including loss of anticipated profits), cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by such
Lender to fund the Advance to be made by such Lender as part of such Borrowing
when such Advance, as a result of such failure, is not made on such date.



          (e) Unless the Administrative Agent shall have received notice from an
Appropriate Lender prior to the date of any Borrowing under a Facility under
which such Lender has a Commitment that such Lender will not make available to
the Administrative Agent such Lender’s ratable portion of such Borrowing, the
Administrative Agent may assume that such Lender has made such portion
available to the Administrative Agent on the date of such Borrowing in
accordance with subsection (a) of this Section 2.02 and the Administrative
Agent may, in reliance upon such assumption, make available to CBI on such date
a corresponding amount. If and to the extent that such Lender shall not have
so made such ratable portion available to the Administrative Agent, such Lender
and CBI severally agree to repay or pay to the Administrative Agent forthwith
on demand such corresponding amount and to pay interest thereon, for each day
from the date such amount is made available to CBI until the date such amount
is repaid or paid to the Administrative Agent, at (i) in the case of CBI, the
interest rate applicable at such time under Section 2.07 to Advances comprising
such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If
such Lender shall pay to the Administrative
Agent such corresponding amount, such amount so paid shall constitute such
Lender’s Advance as part of such Borrowing for all purposes.




46






 





          (f) The failure of any Lender to make the Advance to be made by it as part
of any Borrowing shall not relieve any other Lender of its obligation, if any,
hereunder to make its Advance on the date of such Borrowing, but no Lender
shall be responsible for the failure of any other Lender to make the Advance to
be made by such other Lender on the date of any Borrowing.



          SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters of
Credit (a) Request for Issuance. Each Letter of Credit shall be issued upon
notice, given not later than 11:00 A.M. (New York City time) on the fifth
Business Day prior to the date of the proposed issuance of such Letter of
Credit, by CBI to any Issuing Bank, which shall give to the Administrative
Agent and each Revolving Credit Lender prompt notice thereof by telex or
telecopier. Each such notice of issuance of a Letter of Credit (a
“Notice of
Issuance”) shall be by telephone, confirmed immediately in writing, or telex or
telecopier, specifying therein the requested (A) date of such issuance (which
shall be a Business Day), (B) Available Amount of such Letter of Credit, (C)
expiration date of such Letter of Credit, (D) name and address of the
beneficiary of such Letter of Credit and (E) form of such Letter of Credit, and
shall be accompanied by such application and agreement for letter of credit as
such Issuing Bank may specify to CBI for use in connection with such requested
Letter of Credit (a “Letter of Credit Agreement”). If (x) the requested form
of such Letter of Credit is acceptable to such Issuing Bank in its sole
discretion and (y) it has not received notice of objection to such issuance
from Lenders holding at least 50% of the Revolving Credit Commitments such
Issuing Bank will, upon fulfillment of the applicable conditions set forth in
Article III, make such Letter of Credit available to CBI at its office referred
to in Section 9.02 or as otherwise agreed with CBI in connection with such
issuance. In the event and to the extent that the provisions of any Letter of
Credit Agreement shall conflict with this Agreement, the provisions of this
Agreement shall govern.



          (b) Letter of Credit Reports. Each Issuing Bank shall furnish (A) to the
Administrative Agent on the first Business Day of each week a written report
summarizing issuance and expiration dates of Letters of Credit issued by such
Issuing Bank during the previous week and drawings during such week under all
Letters of Credit issued by such Issuing Bank, (B) to each Revolving Credit
Lender on the first Business Day of each month a written report summarizing
issuance and expiration dates of Letters of Credit issued by such Issuing Bank
during the preceding month and drawings during such month under all Letters of
Credit issued by such Issuing Bank and (C) to the Administrative Agent and each
Revolving Credit Lender on the first Business Day of each calendar quarter a
written report setting forth the average daily aggregate Available Amount
during the preceding calendar quarter of all Letters of Credit issued by such
Issuing Bank.



          (c) Drawing and Reimbursement. The payment by any Issuing Bank of a draft
drawn under any Letter of Credit shall constitute for all purposes of this
Agreement the
making by such Issuing Bank of a Letter of Credit Advance, which shall be
a Base Rate Advance, in the amount of such draft. Upon written demand by any
Issuing Bank with an outstanding Letter of Credit Advance, with a copy of such
demand to the Administrative Agent, each Revolving Credit Lender shall purchase
from such Issuing Bank, and such Issuing Bank shall sell and assign to each
such Revolving Credit Lender, such Lender’s Pro Rata Share of such




47






 





outstanding
Letter of Credit Advance as of the date of such purchase, by making available
for the account of its Applicable Lending Office to the Administrative Agent
for the account of such Issuing Bank, by deposit to the Administrative Agent’s
Account, in same day funds, an amount equal to the portion of the outstanding
principal amount of such Letter of Credit Advance to be purchased by such
Lender. Promptly after receipt thereof, the Administrative Agent shall
transfer such funds to such Issuing Bank. CBI hereby agrees to each such sale
and assignment. In consideration and in furtherance of the foregoing, each
Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to
the Administrative Agent, for the account of the Issuing Bank, such Lender’s
Pro Rata Share of each Letter of Credit Advance made by the Issuing Bank and
not reimbursed by the Borrower on the date made, or of any reimbursement
payment required to be refunded to the Borrower for any reason. Each Revolving
Credit Lender acknowledges and agrees that its obligation to purchase its Pro
Rata Share pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or
termination of the Revolving Credit Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction
whatsoever. Each Revolving Credit Lender agrees to purchase its Pro Rata Share
of an outstanding Letter of Credit Advance on (i) the Business Day on which
demand therefor is made by the Issuing Bank which made such Advance, provided
that notice of such demand is given not later than 11:00 A.M. (New York City
time) on such Business Day, or (ii) the first Business Day next succeeding such
demand if notice of such demand is given after such time. Upon any such
assignment by an Issuing Bank to any Revolving Credit Lender of a portion of a
Letter of Credit Advance, such Issuing Bank represents and warrants to such
other Lender that such Issuing Bank is the legal and beneficial owner of such
interest being assigned by it, free and clear of any liens, but makes no other
representation or warranty and assumes no responsibility with respect to such
Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the
extent that any Revolving Credit Lender shall not have so made the amount of
such Letter of Credit Advance available to the Administrative Agent, such
Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on
demand such amount together with interest thereon, for each day from the date
of demand by such Issuing Bank until the date such amount is paid to the
Administrative Agent, at the Federal Funds Rate for its account or the account
of such Issuing Bank, as applicable. If such Lender shall pay to the
Administrative Agent such amount for the account of such Issuing Bank on any
Business Day, such amount so paid in respect of principal shall constitute a
Letter of Credit Advance made by such Lender on such Business Day for purposes
of this Agreement, and the outstanding principal amount of the Letter of Credit
Advance made by such Issuing Bank shall be reduced by such amount on such
Business Day.


          (d) Failure to Make Letter of Credit Advances. The failure of any Lender
to make the Letter of Credit Advance to be made by it on the date specified in
Section 2.03(c) shall not relieve any other Lender of its obligation hereunder
to make its Letter of Credit Advance on
such date, but no Lender shall be responsible for the failure of any other
Lender to make the Letter of Credit Advance to be made by such other Lender on
such date.



          SECTION 2.04. Repayment of Advances (a) Term Advances. (i) The Borrowers
have repaid to the Administrative Agent for the ratable account of the Term A




48






 





Lenders the entire aggregate outstanding principal amount of the Term A
Advances on the Effective Date with proceeds of the Term D Facility.



          (ii) The Borrowers have repaid to the Administrative Agent for the ratable
account of the Term B Lenders the entire aggregate outstanding principal amount
of the Term B Advances on the Effective Date with the proceeds of the Term D
Facility.



          (iii) The Borrowers have repaid to the Administrative Agent for the
ratable account of the Lenders the entire aggregate outstanding principal
amount of the Term C Advances on the Effective Date with the proceeds of the
Term D Facility.



          (iv) The Borrowers shall repay to the Administrative Agent for the ratable
account of the Term D Lenders the aggregate outstanding principal amount of the
Term D Advances on the following dates in an amount equal to the percentage set
forth opposite such dates of the aggregate principal amount of the Term D
Advances made on the Effective Date (in each case which amounts shall be
reduced as a result of the application of prepayments in accordance with the
order of priority set forth in Section 2.06):




	 	 	 	 	 
	Date	 	Percentage
	
	 	

	December 30, 2003
	 	 	0.25	%
	March 30, 2004
	 	 	0.25	%
	June 29, 2004
	 	 	0.25	%
	September 29, 2004
	 	 	0.25	%
	December 30, 2004
	 	 	0.25	%
	March 30, 2005
	 	 	0.25	%
	June 29, 2005
	 	 	0.25	%
	September 29, 2005
	 	 	0.25	%
	December 30, 2005
	 	 	0.25	%
	March 30, 2006
	 	 	0.25	%
	June 29, 2006
	 	 	0.25	%
	September 29, 2006
	 	 	0.25	%
	December 30, 2006
	 	 	0.25	%
	March 30, 2007
	 	 	0.25	%
	June 29, 2007
	 	 	0.25	%
	September 29, 2007
	 	 	24.0625	%
	December 30, 2007
	 	 	24.0625	%
	March 30, 2008
	 	 	24.0625	%
	June 30, 2008
	 	 	24.0625	%



49






 



provided, however, that, notwithstanding the foregoing provisions of this
Section 2.04(a)(iv), the final principal repayment installment of the Term D
Advances shall be repaid in full on the Final Maturity Date and in any event
shall be in an amount equal to the aggregate principal amount of all Term D
Advances outstanding on such date.


          (b) Revolving Credit Advances. Each of the Borrowers shall repay to the
Administrative Agent for the ratable account of the Revolving Credit Lenders on
the Termination Date the aggregate principal amount of the Revolving Credit
Advances made to such Borrower and outstanding on such date.



          (c) Swing Line Advances. Each of the Borrowers shall repay to the
Administrative Agent for the account of each Swing Line Bank and each other
Revolving Credit Lender that has made a Swing Line Advance the outstanding
principal amount of each Swing Line Advance made to such Borrower by each of
them on the earlier of the maturity date specified in the applicable Notice of
Swing Line Borrowing (which maturity shall be no later than the seventh day
after the requested date of such Borrowing) and the Termination Date.



          (d) Letter of Credit Advances. (i) Each of the Borrowers shall repay to
the Administrative Agent for the account of each Issuing Bank and each other
Revolving Credit Lender that has made a Letter of Credit Advance on the earlier
of the day on which such Advance was made and the Termination Date, the
outstanding principal amount of each Letter of Credit Advance made to such
Borrower by each of them; provided, that to the extent not promptly repaid by
such Borrower, a Base Rate Advance shall be deemed made automatically by each
Issuing Bank and each other Revolving Credit Lender, in an amount equal to such
Issuing Bank’s or Lender’s Pro Rata Share of such outstanding Letter of Credit
Advance, on the date on which such repayment is required in the aggregate
amount of such Letter of Credit Advance, without regard to minimum borrowing
amounts or to the conditions set forth in Section 3.02.



          (ii) The Obligations of each of the Borrowers under this Agreement, any
Letter of Credit Agreement and any other agreement or instrument relating to
any Letter of Credit shall be unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement, such Letter of Credit
Agreement and such other agreement or instrument under all circumstances,
including, without limitation, the following circumstances:




		
	 	     (A) any lack of validity or enforceability of any Loan Document, any
Letter of Credit Agreement, any Letter of Credit or any other agreement
or instrument relating thereto (all of the foregoing being, collectively,
the “L/C Related Documents”);
	 
	 	     (B) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Obligations of such Borrower in respect
of any L/C Related
Document or any other amendment or waiver of or any consent to
departure from all or any of the L/C Related Documents;
	 
	 	     (C) the existence of any claim, set-off, defense or other right that
such Borrower may have at any time against any beneficiary or any
transferee of a Letter of Credit (or any Persons for which any such
beneficiary or any such transferee may be



50






 







		
	 	acting), any Issuing Bank or
any other Person, whether in connection with the transactions
contemplated by the L/C Related Documents or any unrelated transaction;




		
	 	     (D) any statement or any other document presented under a Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any
respect or any statement therein being untrue or inaccurate in any
respect;
	 
	 	     (E) payment by any Issuing Bank under a Letter of Credit against
presentation of a draft or certificate that does not strictly comply with
the terms of such Letter of Credit;
	 
	 	     (F) any exchange, release or non-perfection of any Collateral or
other collateral, or any release or amendment or waiver of or consent to
departure from the Guaranties or any other guarantee, for all or any of
the Obligations of such Borrower in respect of the L/C Related Documents;
or
	 
	 	     (G) any other circumstance or happening whatsoever, whether or not
similar to any of the foregoing, including, without limitation, any other
circumstance that might otherwise constitute a defense available to, or a
discharge of, such Borrower or a guarantor.



             (e) Designation of Amortization Payments. CBI may elect to have any
amortization payment of any Facility made pursuant to this Section 2.04 applied
to the Advances made to CBI rather than the Advances made to BCSI upon prior
notice to the Administrative Agent.

          SECTION 2.05. Termination or Reduction of the Commitments; Increase of
the Commitments. (a) Optional. CBI may, upon at least three Business Days’
notice to the Administrative Agent, terminate in whole or reduce in part the
unused portions of the Letter of Credit Facility and the Unused Revolving
Credit Commitments; provided, however, that each partial reduction of a
Facility shall be in an aggregate amount of $10,000,000 or an integral multiple
of $1,000,000 in excess thereof. Each reduction of the Unused Revolving Credit
Commitments pursuant to this Section 2.05(a) shall be applied to the scheduled
commitment reduction installments of the Revolving Credit Facility on a pro
rata basis.



          (b) Mandatory. (i) Each Term Facility shall be automatically and
permanently reduced, on a pro rata basis, on each date on which the Term
Advances outstanding thereunder are repaid or prepaid by an amount equal to the
amount by which the aggregate Term
Commitments for such Facility immediately prior to such reduction exceed
the aggregate unpaid principal amount of such Term Advances then outstanding.



          (ii) The Letter of Credit Facility shall be permanently reduced from time
to time on the date of each reduction in the Revolving Credit Facility by the
amount, if any, by which the amount of the Letter of Credit Facility exceeds
the Revolving Credit Facility after giving effect to such reduction of the
Revolving Credit Facility.




51










 



          (iii) The Swing Line Facility shall be permanently reduced from time to
time on the date of each reduction in the Revolving Credit Facility by the
amount, if any, by which the amount of the Swing Line Facility exceeds the
Revolving Credit Facility after giving effect to such reduction of the
Revolving Credit Facility.



          (iv) The Revolving Credit Facility shall be automatically and permanently
reduced, on the following dates in the amount set forth opposite such dates
(after giving effect to all reductions in such amounts on or prior to any such
date as a result of the application of commitment reductions in accordance with
the order of priority set forth in subsection (a) or (b)(v) of this Section
2.05), provided that each such reduction of the Revolving Credit Facility shall
be made ratably among the Revolving Credit Lenders in accordance with their
Revolving Credit Commitments:




	 	 	 	 	 
	Date	 	Amount
	
	 	

	March 30, 2005
	 	$	30,826,892.83	 
	June 29, 2005
	 	$	30,826,892.83	 
	September 29, 2005
	 	$	30,826,892.83	 
	December 30, 2005
	 	$	30,826,892.83	 



provided, however, that notwithstanding the foregoing provisions of this clause
(iv), all of the Revolving Credit Commitments of the Revolving Credit Lenders
shall be terminated in whole on the Termination Date.


          (v) The Revolving Credit Facility shall be automatically and permanently
reduced ratably among the Revolving Credit Lenders in accordance with their
Revolving Credit Commitments in an amount equal to the prepayments of the
Revolving Credit Advances pursuant to the first proviso in Section
5.02(b)(i)(B), and each reduction of the Revolving Credit Commitments pursuant
to this Section 2.05(b)(v) shall be applied to the scheduled commitment
reduction installments of the Revolving Credit Facility on a pro rata basis.



          SECTION 2.06. Prepayments. (a) Optional. Each Borrower may, upon at
least one Business Day’s notice in the case of Base Rate Advances and three
Business Days’ notice in the case of Eurodollar Rate Advances, in each case to
the Administrative Agent stating the proposed date and aggregate principal
amount of the prepayment, and if such notice is given such Borrower shall,
prepay the
outstanding aggregate principal amount of the Advances comprising part of
the same Borrowing made by such Borrower in whole or ratably in part, together
with accrued interest to the date of such prepayment on the aggregate principal
amount prepaid; provided, however, that (x) each partial prepayment shall be in
an aggregate principal amount of $10,000,000 or an integral multiple of
$1,000,000 in excess thereof and (y) if any prepayment of a Eurodollar Rate
Advance is made on a date other than the last day of an Interest Period for
such Advance, such Borrower shall also pay any amounts owing pursuant to
Section 9.05(c). Each such prepayment of any Term Advances shall be applied to
the installments thereof for such Facility pro rata to the remaining
installments thereof. The




52






 





requirements under this Section 2.06(a) regarding
minimum notice periods and integral amounts in respect of prepayments of the
Term A Advances, the Term B Advances and the Term C Advances are waived in
respect of the prepayments of such Term Advances contemplated by Section 2 of
the Amendment and Restatement Agreement by each of the Term D Lenders that were
also Term A Lenders, Term B Lenders or Term C Lenders immediately prior to the
Effective Date; provided that the Administrative Agent receive such notice of
prepayment no later than 11:00 a.m. (New York time) one Business Day prior to
the date of such prepayment.


          (b) Mandatory. (i) Following the end of each Fiscal Year of CBI
commencing with the Fiscal Year ending December 31, 2003, the Borrowers shall,
on the 90th day following the end of such Fiscal Year, prepay an aggregate
principal amount of the Advances comprising part of the same Borrowings made by
such Borrower in an amount equal to 75% of the Excess Cash Flow for such Fiscal
Year. Each such prepayment shall be applied ratably first to the Term
Facilities and to the installments thereof pro rata to the remaining
installments thereof, and second to the Revolving Credit Facility as set forth
in clause (vi) below.



          (ii) The Borrowers shall, on the date of receipt of the Net Cash Proceeds
by any Loan Party or any of its Subsidiaries from (A) the sale, lease, transfer
or other disposition of any assets of any Loan Party or any of its Subsidiaries
(other than any sale, lease, transfer or other disposition of assets pursuant
to (x) clauses (i) through (vii) and (ix) of Section 5.02(e) or (y) pursuant to
clause (viii) of Section 5.02(e) if the proceeds are being reinvested in the
existing lines of business of CBI and its Subsidiaries in accordance with such
clause (viii)) or (B) any Extraordinary Receipt received by or paid to or for
the account of any Loan Party or any of its Subsidiaries and not otherwise
included in clause (A) above, prepay an aggregate principal amount of the
Advances comprising part of the same Borrowings in an amount equal to the
amount of such Net Cash Proceeds. Each such prepayment shall be applied
ratably first to the Term Facilities and to the installments thereof pro rata
to the remaining installments thereof and second to the Revolving Credit
Facility as set forth in clause (vi) below.



          (iii) The Borrowers shall, on the date of the incurrence or issuance by
any Loan Party or any of its Subsidiaries of any Debt (other than Debt incurred
or issued pursuant to Section 5.02(b)), prepay an aggregate principal amount of
the Advances comprising part of the same Borrowings in an amount equal to the
amount of such Net Cash Proceeds. Each such prepayment shall be applied
ratably first to the Term Facilities and to the installments thereof pro rata
to the remaining installments thereof and second to the Revolving Credit
Facility as set forth in clause (vi) below.



          (iv) The Borrowers shall, on each Business Day, prepay an aggregate
principal amount of the Revolving Credit Advances comprising part of the same
Borrowings, the Letter of Credit Advances and the Swing Line Advances in an
amount equal to the amount by which (A) the sum of the aggregate principal
amount of (x) the Revolving Credit Advances, (y) the Letter of Credit Advances
and (z) the Swing Line Advances then outstanding plus the aggregate Available
Amount of all Letters of Credit then outstanding exceeds (B) the Revolving
Credit Facility on such Business Day.




53






 





          (v) The Borrowers shall, on each Business Day, pay to the Administrative
Agent for deposit in the L/C Cash Collateral Account an amount sufficient to
cause the aggregate amount on deposit in the L/C Cash Collateral Account to
equal the amount by which the aggregate Available Amount of all Letters of
Credit then outstanding exceeds the Letter of Credit Facility on such Business
Day.



          (vi) Prepayments of the Revolving Credit Facility made pursuant to clause
(i), (ii), (iii) or (iv) above shall be first applied to prepay Letter of
Credit Advances then outstanding until such Advances are paid in full, second
applied to prepay Swing Line Advances then outstanding until such Advances are
paid in full, third applied to prepay Revolving Credit Advances then
outstanding comprising part of the same Borrowings until such Advances are paid
in full and fourth deposited in the L/C Cash Collateral Account to cash
collateralize 100% of the Available Amount of the Letters of Credit then
outstanding. Upon the drawing of any Letter of Credit for which funds are on
deposit in the L/C Cash Collateral Account, such funds shall be applied to
reimburse the relevant Issuing Bank or Revolving Credit Lenders, as applicable.



          (vii) All prepayments under this subsection (b) shall be made together
with accrued interest to the date of such prepayment on the principal amount
prepaid.



          (viii) Anything contained in this Section 2.06(b) to the contrary
notwithstanding, (A) if, following the occurrence of any “Asset Disposition”
(as such term is defined in the Junior Notes Indenture or any comparable
definition in any other Debt document to which either Borrower is a party (any
“Other Debt Document”)), the issuance of equity or any other event under any
Other Debt Document (a “Prepayment Event”), by any Loan Party or any of its
Subsidiaries, either Borrower is required to commit by a particular date (a
“Commitment Date”) to apply or cause its Subsidiaries to apply an amount equal
to any of the “Net Proceeds” (as defined in the Junior Notes Indenture or any
comparable definition in any Other Debt Document, as the case may be) thereof
in a particular manner, or to apply by a particular date (an “Application
Date”) an amount equal to any such “Net Proceeds” in a particular manner, in
either case in order to excuse such Borrower from being required to make an
“Asset Sale Offer” (as defined in the Junior Notes Indenture or any comparable
definition in any Other Debt Document, as the case may be) or any other
prepayment of such Debt under such Other Debt Document (a “Debt Prepayment”) in
connection with such “Asset Sale” or other Prepayment Event, as the case may
be, and such Borrower shall have failed to so commit or to so apply an amount
equal to such “Net Proceeds” at least 30 days before the Commitment Date or the
Application Date, as the case may be, or (B) if either Borrower at any other
time shall have failed to apply or commit or cause to be applied any amount
equal to any such “Net Proceeds” and ,
within 30 days thereafter assuming no further application or commitment of
an amount equal to such “Net Proceeds” such Borrower would otherwise be
required to make an “Asset Sale Offer” or Debt Prepayment, as the case may be,
in respect thereof, then in either such case such Borrower shall immediately
apply or cause to be applied an amount equal to such “Net Proceeds” to the
payment of the Advances in the manner set forth in Section 2.06(b)(ii) in such
amounts as shall excuse such Borrower from making any such “Asset Sale Offer”
or Debt Prepayment, as the case may be.





54






 





          (c) Pro Rata Treatment. All prepayments of the Term Facilities under
this Section 2.06 shall be applied to prepay the Term A Advances then
outstanding, the Term B Advances then outstanding and the Term C Advances then
outstanding and the Term D Advances then outstanding on a pro rata basis.



          (d) Designation of Prepayments. CBI may elect to have any prepayment of
the Facilities made pursuant to this Section 2.06 or pursuant to Section 2 of
the Amendment and Restatement Agreement applied to the Advances made to CBI
rather than the Advances made to BCSI, or vice versa, upon prior notice to the
Administrative Agent.



          SECTION 2.07. Interest. (a) Scheduled Interest. Each Borrower shall
pay interest on the unpaid principal amount of each Advance owing to each
Lender from such Borrower from the date of such Advance until such principal
amount shall be paid in full, at the following rates per annum:




		
	 	     (i) Base Rate Advances. During such periods as such Advance is a
Base Rate Advance, a rate per annum equal at all times to the sum of (A)
the Base Rate in effect from time to time plus (B) the Applicable Margin
in effect from time to time, payable in arrears quarterly on the last day
of each month March, June, September and December during such periods and
on the date such Base Rate Advance shall be Converted or paid in full.
	 
	 	     (ii) Eurodollar Rate Advances. During such periods as such Advance
is a Eurodollar Rate Advance, a rate per annum equal at all times during
each Interest Period for such Advance to the sum of (A) the Eurodollar
Rate for such Interest Period for such Advance plus (B) the Applicable
Margin in effect from time to time, payable in arrears on the last day of
such Interest Period and, if such Interest Period has a duration of more
than three months, on each day that occurs during such Interest Period
every three months from the first day of such Interest Period and on the
date such Eurodollar Rate Advance shall be Converted or paid in full.



          (b) Default Interest. Upon the occurrence and during the continuance of a
Default under 7.01(a), (e) or (f), the Borrowers shall pay interest on (i) the
unpaid principal amount of each Advance owing to each Lender, payable in
arrears on the dates referred to in clause (a)(i) or (a)(ii) above and on
demand, at a rate per annum equal at all times to 2% per annum above the rate
per annum required to be paid on such Advance pursuant to clause (a)(i) or
(a)(ii) above and (ii) to the fullest extent permitted by law, the amount of
any interest, fee or other amount payable under the Loan Documents that is not
paid when due, from the date such
amount shall be due until such amount shall be paid in full, payable in
arrears on the date such amount shall be paid in full and on demand, at a rate
per annum equal at all times to 2% per annum above the rate per annum required
to be paid, in the case of interest, on the Type of Advance on which such
interest has accrued pursuant to clause (a)(i) or (a)(ii) above and, in all
other cases, on Base Rate Advances pursuant to clause (a)(i) above.



          (c) Notice of Interest Period and Interest Rate. Promptly after receipt
of a Notice of Borrowing pursuant to Section 2.02(a), a notice of Conversion
pursuant to Section 2.09 or a notice of selection of an Interest Period
pursuant to the terms of the definition




55






 





of “Interest Period”, the
Administrative Agent shall give notice to the appropriate Borrower and each
Appropriate Lender of the applicable Interest Period and the applicable
interest rate determined by the Administrative Agent for purposes of clause
(a)(i) or (a)(ii) above.


          SECTION 2.08 Fees. (a) Commitment Fee. CBI shall pay to the
Administrative Agent for the account of the Lenders a commitment fee, from the
date hereof in the case of each Initial Lender and from the effective date
specified in the Assignment and Acceptance pursuant to which it became a Lender
in the case of each other Lender until the Termination Date, payable in arrears
on the date of the initial Borrowing hereunder, thereafter quarterly on the
last day of each March, June, September and December, and on the Termination
Date, at a rate per annum equal to 0.625% on the sum of the average daily
Unused Revolving Credit Commitment of such Lender plus its Pro Rata Share of
the average daily outstanding Swing Line Advances during such quarter;
provided, however, that no commitment fee shall accrue on any of the
Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting
Lender.



          (b) Letter of Credit Fees, Etc. (i) CBI shall pay to the Administrative
Agent for the account of each Revolving Credit Lender a commission, payable in
arrears quarterly on the last day of each March, June, September and December
and on the earliest to occur of the full drawing, expiration, termination or
cancellation of any Letter of Credit and on the Termination Date, on such
Lender’s Pro Rata Share of the average daily aggregate Available Amount during
such quarter of all Letters of Credit outstanding from time to time at the
Applicable Margin from time to time on Eurodollar Rate Advances.



          (ii) CBI shall pay to each Issuing Bank, for its own account, (A) a
commission, payable in arrears quarterly on the last day of each March, June,
September and December and on the Termination Date, on the average daily amount
of its Letter of Credit Commitment during such quarter, from the date hereof
until the Termination Date, at the rate of 0.25% per annum, (B) customary fees
for issuance of letters of credit for each Letter of Credit issued by such
Issuing Bank in an amount to be agreed upon between the Borrowers and such
Issuing Bank on the date of issuance of such Letter of Credit, payable on such
date and (C) such other commissions, transfer fees and other fees and charges
in connection with the issuance or administration of each Letter of Credit as
the Borrowers and such Issuing Bank shall agree.



          (c) Agents’ Fees. CBI shall pay to each Agent for its own account such
fees as may from time to time be agreed between CBI and such Agent.



          SECTION 2.09 Conversion of Advances (a) Optional. Each Borrower may on
any Business Day, upon notice given to the Administrative Agent not later than
11:00 A.M. (New York City time) on the third Business Day prior to the date of
the proposed Conversion and subject to the provisions of Sections 2.07 and
2.10, Convert all or any portion of the Advances of one Type comprising the
same Borrowing made by such Borrower into Advances of the other Type; provided,
however, that any Conversion of Eurodollar Rate Advances into Base Rate
Advances shall be made only on the last day of an Interest Period for such
Eurodollar Rate Advances, any Conversion of Base Rate Advances into Eurodollar
Rate Advances shall be in an amount not less than the minimum amount specified
in Section 2.02(c), no Conversion of



56






 





any Advances shall result in more separate
Borrowings than permitted under Section 2.02(c) and each Conversion of Advances
comprising part of the same Borrowing under any Facility shall be made ratably
among the Appropriate Lenders in accordance with their Commitments under such
Facility. Each such notice of Conversion shall, within the restrictions
specified above, specify (i) the date of such Conversion, (ii) the Advances to
be Converted and (iii) if such Conversion is into Eurodollar Rate Advances, the
duration of the initial Interest Period for such Advances. Each notice of
Conversion shall be irrevocable and binding on such Borrower.


          (b) Mandatory. (i) On the date on which the aggregate unpaid principal
amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced,
by payment or prepayment or otherwise, to less than $10,000,000, such Advances
shall automatically Convert into Base Rate Advances.



          (ii) If a Borrower shall fail to select the duration of any Interest
Period for any Eurodollar Rate Advances in accordance with the provisions
contained in the definition of “Interest Period” in Section 1.01, the
Administrative Agent will forthwith so notify such Borrower and the Appropriate
Lenders, whereupon each such Eurodollar Rate Advance will automatically, on the
last day of the then existing Interest Period therefor, Convert into a Base
Rate Advance.



          (iii) Upon the occurrence and during the continuance of any Default, (x)
each Eurodollar Rate Advance will automatically, on the last day of the then
existing Interest Period therefor, Convert into a Base Rate Advance and (y) the
obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate
Advances shall be suspended.



          SECTION 2.10. Increased Costs, Etc. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any
central bank or other governmental authority (whether or not having the force
of law), there shall be any increase in the cost to any Lender Party of
agreeing to make or of making, funding or maintaining Eurodollar Rate Advances
or of agreeing to issue or of issuing or maintaining or participating in
Letters of Credit or of agreeing to make or of making or maintaining Letter of
Credit Advances (excluding, for purposes of this Section 2.10, any such
increased costs resulting from (x) Taxes or Other Taxes (as to which Section
2.12 shall govern) and (y) changes in the basis of taxation of overall net
income or overall gross income by the United States or by the
foreign jurisdiction or state under the laws of which such Lender Party is
organized or has its Applicable Lending Office or any political subdivision
thereof), then the Borrowers shall from time to time, upon demand by such
Lender Party (with a copy of such demand to the Administrative Agent), pay to
the Administrative Agent for the account of such Lender Party additional
amounts sufficient to compensate such Lender Party for such increased cost;
provided, however, that a Lender Party claiming additional amounts under this
Section 2.10(a) agrees to use reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions) to designate a different
Applicable Lending Office if the making of such a designation would avoid the
need for, or reduce the amount of, such increased cost that may thereafter
accrue and would not, in the reasonable judgment of such Lender Party, be
otherwise disadvantageous to such Lender Party. A certificate as to the amount
of such increased cost,



57






 





submitted to the Borrowers by such Lender Party, shall
be conclusive and binding for all purposes, absent manifest error.


          (b) If any Lender Party determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects or
would affect the amount of capital required or expected to be maintained by
such Lender Party or any corporation controlling such Lender Party and that the
amount of such capital is increased by or based upon the existence of such
Lender Party’s commitment to lend or to issue or participate in Letters of
Credit hereunder and other commitments of such type or the issuance or
maintenance of or participation in the Letters of Credit (or similar contingent
obligations), then, upon demand by such Lender Party or such corporation (with
a copy of such demand to the Administrative Agent), the Borrowers shall pay to
the Administrative Agent for the account of such Lender Party, from time to
time as specified by such Lender Party, additional amounts sufficient to
compensate such Lender Party in the light of such circumstances, to the extent
that such Lender Party reasonably determines such increase in capital to be
allocable to the existence of such Lender Party’s commitment to lend or to
issue or participate in Letters of Credit hereunder or to the issuance or
maintenance of or participation in any Letters of Credit. A certificate as to
such amounts submitted to the Borrowers by such Lender Party shall be
conclusive and binding for all purposes, absent manifest error.



          (c) If, with respect to any Eurodollar Rate Advances under any Facility,
Lenders owed or holding not less than a majority in interest of the then
aggregate unpaid principal amount thereof notify the Administrative Agent that
the Eurodollar Rate for any Interest Period for such Advances will not
adequately reflect the cost to such Lenders of making, funding or maintaining
their Eurodollar Rate Advances for such Interest Period, the Administrative
Agent shall forthwith so notify the Borrowers and the Appropriate Lenders,
whereupon (i) each such Eurodollar Rate Advance under such Facility will
automatically, on the last day of the then existing Interest Period therefor,
Convert into a Base Rate Advance and (ii) the obligation of the Appropriate
Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be
suspended until the Administrative Agent shall notify the Borrowers that such
Lenders have determined that the circumstances causing such suspension no
longer exist.



          (d) Notwithstanding any other provision of this Agreement, if the
introduction of or any change in or in the interpretation of any law or
regulation shall make it unlawful, or any central bank or other governmental
authority shall assert that it is unlawful, for any Lender or its Eurodollar
Lending Office to perform its obligations hereunder to make Eurodollar Rate
Advances or to continue to fund or maintain Eurodollar Rate Advances
hereunder, then, on notice thereof and demand therefor by such Lender to the
Borrowers through the Administrative Agent, (i) each Eurodollar Rate Advance
under each Facility under which such Lender has a Commitment will
automatically, upon such demand, Convert into a Base Rate Advance and (ii) the
obligation of the Appropriate Lenders to make, or to Convert Advances into,
Eurodollar Rate Advances shall be suspended until the Administrative Agent
shall notify the Borrowers that such Lender has determined that the
circumstances causing such suspension no longer exist; provided, however, that,
before making any such demand, such Lender agrees to use reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions) to
designate a different Eurodollar Lending Office if the making of such a
designation would allow such




58






 





Lender or its Eurodollar Lending Office to
continue to perform its obligations to make Eurodollar Rate Advances or to
continue to fund or maintain Eurodollar Rate Advances and would not, in the
judgment of such Lender, be otherwise disadvantageous to such Lender.


          SECTION 2.11. Payments and Computations. (a) The Borrowers shall make
each payment hereunder and under the Notes, irrespective of any right of
counterclaim or set-off (except as otherwise provided in Section 2.15), not
later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars
to the Administrative Agent at the Administrative Agent’s Account in same day
funds, with payments being received by the Administrative Agent after such time
being deemed to have been received on the next succeeding Business Day. The
Administrative Agent will promptly thereafter cause like funds to be
distributed (i) if such payment by such Borrower is in respect of principal,
interest, commitment fees or any other Obligation then payable hereunder and
under the Notes to more than one Lender Party, to such Lender Parties for the
account of their respective Applicable Lending Offices ratably in accordance
with the amounts of such respective Obligations then payable to such Lender
Parties and (ii) if such payment by such Borrower is in respect of any
Obligation then payable hereunder to one Lender Party, to such Lender Party for
the account of its Applicable Lending Office, in each case to be applied in
accordance with the terms of this Agreement. Upon its acceptance of an
Assignment and Acceptance and recording of the information contained therein in
the Register pursuant to Section 9.08(d), from and after the effective date of
such Assignment and Acceptance, the Administrative Agent shall make all
payments hereunder and under the Notes in respect of the interest assigned
thereby to the Lender Party assignee thereunder, and the parties to such
Assignment and Acceptance shall make all appropriate adjustments in such
payments for periods prior to such effective date directly between themselves.



          (b) Each Borrower hereby authorizes each Lender Party and each of its
Affiliates, if and to the extent payment owed to such Lender Party is not made
when due hereunder or, in the case of a Lender, under the Note held by such
Lender, to charge from time to time, to the fullest extent permitted by law,
against any or all of such Borrower’s accounts with such Lender Party or such
Affiliate any amount so due.



          (c) All computations of interest based on the Base Rate shall be made by
the Administrative Agent on the basis of a year of 365 or 366 days, as the case
may be, and all computations of interest based on the Eurodollar Rate or the
Federal Funds Rate and of fees and
Letter of Credit commissions shall be made by the Administrative Agent on
the basis of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period
for which such interest, fees or commissions are payable. Each determination
by the Administrative Agent of an interest rate, fee or commission hereunder
shall be conclusive and binding for all purposes, absent manifest error.



          (d) Whenever any payment hereunder or under the Notes shall be stated to
be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or commitment fee, as the
case may be; provided, however, that, if such extension would cause payment of
interest on or principal of Eurodollar Rate Advances to be



59






 





made in the next
following calendar month, such payment shall be made on the next preceding
Business Day.


          (e) Unless the Administrative Agent shall have received notice from the
applicable Borrower prior to the date on which any payment is due to any Lender
Party hereunder that such Borrower will not make such payment in full, the
Administrative Agent may assume that such Borrower has made such payment in
full to the Administrative Agent on such date and the Administrative Agent may,
in reliance upon such assumption, cause to be distributed to each such Lender
Party on such due date an amount equal to the amount then due such Lender
Party. If and to the extent such Borrower shall not have so made such payment
in full to the Administrative Agent, each such Lender Party shall repay to the
Administrative Agent forthwith on demand such amount distributed to such Lender
Party together with interest thereon, for each day from the date such amount is
distributed to such Lender Party until the date such Lender Party repays such
amount to the Administrative Agent, at the Federal Funds Rate.



          (f) If the Administrative Agent receives funds for application to the
Obligations under the Loan Documents under circumstances for which the Loan
Documents do not specify the Advances or the Facility to which, or the manner
in which, such funds are to be applied, the Administrative Agent may, but shall
not be obligated to, elect to distribute such funds to each Lender Party
ratably in accordance with such Lender Party’s proportionate share of the
principal amount of all outstanding Advances and the Available Amount of all
Letters of Credit then outstanding, in repayment or prepayment of such of the
outstanding Advances or other Obligations owed to such Lender Party, and for
application to such principal installments, as the Administrative Agent shall
direct.



          SECTION 2.12. Taxes. (a) Any and all payments by the Borrowers
hereunder or under the Notes shall be made, in accordance with Section 2.11,
free and clear of and without deduction for any and all present or future
taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, in the case of each Lender Party
and each Agent, (i) taxes that are imposed on its overall net income (including
franchise taxes imposed in lieu thereof) by the United States and taxes that
are imposed on its overall net income (and franchise taxes imposed in lieu
thereof) by the state or foreign jurisdiction under the laws of which such
Lender Party or such Agent, as the case may be, is organized or in which its
principal office is located or any
political subdivision thereof, (ii) in the case of each Lender Party,
taxes that are imposed on its overall net income (and franchise taxes imposed
in lieu thereof) by the state or foreign jurisdiction of such Lender Party’s
Applicable Lending Office or any political subdivision thereof and (iii) any
branch profits taxes imposed by the United States or any similar tax imposed by
any other jurisdiction described in clauses (i) or (ii) above (all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities in respect of payments hereunder or under the Notes being
hereinafter referred to as “Taxes”). If any Borrower shall be required by law
to deduct any Taxes from or in respect of any sum payable hereunder or under
any Note to any Lender Party or any Agent, (i) the sum payable by such Borrower
shall be increased as may be necessary so that after such Borrower and the
Administrative Agent have made all required deductions (including deductions
applicable to additional sums payable under this Section 2.12) such Lender
Party or such Agent, as the case may be, receives an amount equal to the sum it
would have received had no such deductions been made, (ii) such Borrower shall




60






 





make all such deductions and (iii) such Borrower shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance
with applicable law.


          (b) In addition, the Borrowers shall pay any present or future stamp,
documentary, excise, property or similar taxes, charges or levies that arise
from any payment made hereunder or under the Notes or from the execution,
delivery or registration of, performance under, or otherwise with respect to,
this Agreement or the Notes (hereinafter referred to as “Other Taxes”).



          (c) The Borrowers shall indemnify each Lender Party and each Agent for and
hold them harmless against the full amount of Taxes and Other Taxes (including
Taxes or Other Taxes imposed on amounts payable under this Section 2.12)
imposed on or paid by such Lender Party or such Agent (as the case may be) and
any liability (including penalties, additions to tax, interest and expenses)
arising therefrom or with respect thereto. This indemnification shall be made
within 30 days from the date such Lender Party or such Agent (as the case may
be) makes written demand therefor.



          (d) Promptly after the date of any payment of Taxes, the Borrowers shall
furnish to the Administrative Agent, at its address referred to in Section
9.02, the original or a certified copy of a receipt evidencing such payment, a
copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.



          (e) Each Lender Party organized under the laws of a jurisdiction outside
the United States shall, on or prior to the date of its execution and delivery
of this Agreement in the case of each Initial Lender Party, on or prior to the
date of its designation of a new lending office and on the date of the
Assignment and Acceptance pursuant to which it becomes a Lender Party in the
case of each other Lender Party, and from time to time thereafter as requested
in writing by the Borrowers (but only so long thereafter as such Lender Party
remains lawfully able to do so), provide each of the Administrative Agent and
the Borrowers with two properly completed original Internal Revenue Service
forms W-8BEN or W-8ECI, as appropriate, or any properly completed successor or
other form prescribed by the Internal Revenue Service, certifying that such
Lender Party is exempt from or entitled to a reduced rate of United States
withholding tax on payments pursuant to this Agreement or the Notes. If the
forms provided by a Lender Party at
the time such Lender Party first becomes a party to this Agreement (or
designates a new lending office) accurately indicate a United States interest
withholding tax rate in excess of zero, withholding tax at such rate shall be
considered excluded from Taxes unless and until such Lender Party provides the
appropriate forms accurately certifying that a lesser rate applies, whereupon
withholding tax at such lesser rate only shall be considered excluded from
Taxes for periods governed by such forms; provided, however, that if, at the
effective date of the Assignment and Acceptance pursuant to which a Lender
Party becomes a party to this Agreement, the Lender Party assignor was entitled
to payments under subsection (a) of this Section 2.12 in respect of United
States withholding tax with respect to interest paid at such date, then, to
such extent, the term Taxes shall include (in addition to withholding taxes
that may be imposed in the future or other amounts otherwise includable in
Taxes) United States withholding tax, if any, applicable with respect to the
Lender Party assignee on such date. If any form or document referred to in
this subsection (e) requires the disclosure of information, other than




61






 





information necessary to compute the tax payable and information required on
the date hereof by Internal Revenue Service form W-BEN or W-8ECI, that the
applicable Lender Party reasonably considers to be confidential, such Lender
Party shall give notice thereof to the Borrowers and shall not be obligated to
include in such form or document such confidential information.


          (f) For any period with respect to which a Lender Party has failed to
provide such Borrower with the appropriate form described in subsection (e)
above (other than if such failure is due to a change in law occurring after the
date on which a form originally was required to be provided (but only so long
as such Lender Party is not lawfully able to provide such form) or if such form
otherwise is not required under subsection (e) above), such Lender Party shall
not be entitled to indemnification under subsection (a) or (c) of this Section
2.12 with respect to Taxes imposed by the United States by reason of such
failure; provided, however, that should a Lender Party become subject to Taxes
because of its failure to deliver a form required hereunder, the Borrowers
shall take such steps as such Lender Party shall reasonably request to assist
such Lender Party to recover such Taxes.



          (g) In the event that an additional payment is made under Section 2.12 for
the account of any Lender Party and such Lender Party, in its sole opinion,
determines that it has finally and irrevocably received or been granted a
refund in respect of any Taxes or Other Taxes paid pursuant to this Section
2.12, such Lender Party shall promptly remit such refund to the Borrowers, net
of all out-of-pocket expenses of Lender Party; provided, however, that the
Borrowers, upon request of such Lender Party, agree to promptly return such
refund to such Lender Party in the event such Lender Party is required to repay
such refund to the relevant taxing authority. Nothing contained herein shall
interfere with the right of a Lender Party to arrange its tax affairs in
whatever manner it thinks fit nor oblige any Lender Party to apply for any
refund or to disclose any information relating to its tax affairs or any
computations in respect thereof.



          SECTION 2.13. Sharing of Payments, Etc. If any Lender Party shall obtain
at any time any payment (whether voluntary, involuntary, through the exercise
of any right of set-off, or otherwise, other than as a result of an assignment
pursuant to Section 9.08) (a) on account of Obligations due and payable to such
Lender Party hereunder and under the Notes at such time in excess of its
ratable share (according to the proportion of (i) the amount of such
Obligations due and payable to such Lender Party at such time to (ii) the
aggregate amount of the Obligations due and payable to all Lender Parties
hereunder and under the Notes at such time) of payments on account of the
Obligations due and payable to all Lender Parties hereunder and under the Notes
at such time obtained by all the Lender Parties at such time or (b) on account
of Obligations owing (but not due and payable) to such Lender Party hereunder
and under the Notes at such time in excess of its ratable share (according to
the proportion of (i) the amount of such Obligations owing to such Lender Party
at such time to (ii) the aggregate amount of the Obligations owing (but not due
and payable) to all Lender Parties hereunder and under the Notes at such time)
of payments on account of the Obligations owing (but not due and payable) to
all Lender Parties hereunder and under the Notes at such time obtained by all
of the Lender Parties at such time, such Lender Party shall forthwith purchase
from the other Lender Parties such interests or participating interests in the
Obligations due and payable or owing to them, as the case may be, as shall be
necessary to cause such purchasing Lender Party to share the excess




62






 





payment
ratably with each of them; provided, however, that if all or any portion of
such excess payment is thereafter recovered from such purchasing Lender Party,
such purchase from each other Lender Party shall be rescinded and such other
Lender Party shall repay to the purchasing Lender Party the purchase price to
the extent of such Lender Party’s ratable share (according to the proportion of
(i) the purchase price paid to such Lender Party to (ii) the aggregate purchase
price paid to all Lender Parties) of such recovery together with an amount
equal to such Lender Party’s ratable share (according to the proportion of (i)
the amount of such other Lender Party’s required repayment to (ii) the total
amount so recovered from the purchasing Lender Party) of any interest or other
amount paid or payable by the purchasing Lender Party in respect of the total
amount so recovered; provided further that, so long as the Obligations under
the Loan Documents shall not have been accelerated, any excess payment received
by any Appropriate Lender shall be shared on a pro rata basis only with other
Appropriate Lenders. Each Borrower agrees that any Lender Party so purchasing
an interest or participating interest from another Lender Party pursuant to
this Section 2.13 may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off) with respect to such
interest or participating interest, as the case may be, as fully as if such
Lender Party were the direct creditor of such Borrower in the amount of such
interest or participating interest, as the case may be.


          SECTION 2.14. Use of Proceeds. The proceeds of the Term D Advances were
used on the Effective Date solely to prepay in full the Term A Advances, the
Term B Advances and the Term C Advances outstanding on such date and to reduce
the Revolving Credit Commitments to no greater than $400,000,000 plus a further
reduction, if any, in an amount equal to the proceeds of the Term D Facility in
excess of $525 million. The proceeds of the Revolving Credit Advances and
issuances of Letters of Credit shall be available to CBI (and CBI agrees that
it shall use such proceeds and Letters of Credit) solely to fund Capital
Expenditures, to make limited equity contributions and intercompany loans to
BRCOM and its Subsidiaries and for other general corporate purposes, in each
case, to the extent permitted hereunder and under the applicable Surviving Debt
documents, the Junior Notes and the Refinancing Notes.



          SECTION 2.15. Defaulting Lenders. (a) In the event that, at any one
time, (i) any Lender Party shall be a Defaulting Lender, (ii) such Defaulting
Lender shall owe a Defaulted Advance to CBI and (iii) CBI shall be required to
make any payment hereunder or under any other Loan Document to or for the
account of such Defaulting Lender, then CBI may, so long as no Default shall
occur or be continuing at such time and to the fullest extent permitted by
applicable law, set off and otherwise apply the Obligation of CBI to make such
payment to or for the account of such Defaulting Lender against the obligation
of such Defaulting Lender to make such Defaulted Advance. In the event that, on
any date, CBI shall so set off and otherwise apply its obligation to make any
such payment against the obligation of such Defaulting Lender to make any such
Defaulted Advance on or prior to such date, the amount so set off and otherwise
applied by CBI shall constitute for all purposes of this Agreement and the
other Loan Documents an Advance by such Defaulting Lender made on the date of
such setoff under the Facility pursuant to which such Defaulted Advance was
originally required to have been made pursuant to Section 2.01. Such Advance
shall be considered, for all purposes of this Agreement, to comprise part of
the Borrowing in connection with which such Defaulted Advance was originally
required to have been made pursuant to Section 2.01, even if the other Advances
comprising such Borrowing shall be Eurodollar Rate Advances on the date such
Advance is




63






 





deemed to be made pursuant to this subsection (a). CBI shall notify
the Administrative Agent at any time CBI exercises its right of set-off
pursuant to this subsection (a) and shall set forth in such notice (A) the name
of the Defaulting Lender and the Defaulted Advance required to be made by such
Defaulting Lender and (B) the amount set off and otherwise applied in respect
of such Defaulted Advance pursuant to this subsection (a). Any portion of such
payment otherwise required to be made by CBI to or for the account of such
Defaulting Lender which is paid by CBI, after giving effect to the amount set
off and otherwise applied by CBI pursuant to this subsection (a), shall be
applied by the Administrative Agent as specified in subsection (b) or (c) of
this Section 2.15.


          (b) In the event that, at any one time, (i) any Lender Party shall be a
Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted Amount to
any Agent or any of the other Lender Parties and (iii) the applicable Borrower
shall make any payment hereunder or under any other Loan Document to the
Administrative Agent for the account of such Defaulting Lender, then the
Administrative Agent may, on its behalf or on behalf of such other Agents or
such other Lender Parties and to the fullest extent permitted by applicable
law, apply at such time the amount so paid by such Borrower to or for the
account of such Defaulting Lender to the payment of each such Defaulted Amount
to the extent required to pay such Defaulted Amount. In the event that the
Administrative Agent shall so apply any such amount to the payment of any such
Defaulted Amount on any date, the amount so applied by the Administrative Agent
shall constitute for all purposes of this Agreement and the other Loan
Documents payment, to such extent, of such Defaulted Amount on such date. Any
such amount so applied by the Administrative Agent shall be retained by the
Administrative Agent or distributed by the Administrative Agent to such other
Agents or such other Lender Parties, ratably in accordance with the respective
portions of such Defaulted Amounts payable at such time to the Administrative
Agent, such other Agents and such other Lender Parties and, if the amount of
such payment made by such Borrower shall at such time be insufficient to pay
all
Defaulted Amounts owing at such time to the Administrative Agent, such
other Agents and such other Lender Parties, in the following order of priority:




		
	 	     (i) first, to the Agents for any Defaulted Amounts then owing to
them, in their capacities as such, ratably in accordance with such
respective Defaulted Amounts then owing to the Agents;
	 
	 	     (ii) second, to the Issuing Banks and the Swing Line Banks for any
Defaulted Amounts then owing to them, in their capacities as such,
ratably in accordance with such respective Defaulted Amounts then owing
to the Issuing Banks and the Swing Line Banks; and
	 
	 	     (iii) third, to any other Lender Parties for any Defaulted Amounts
then owing to such other Lender Parties, ratably in accordance with such
respective Defaulted Amounts then owing to such other Lender Parties.



Any portion of such amount paid by such Borrower for the account of such
Defaulting Lender remaining, after giving effect to the amount applied by the
Administrative Agent pursuant to this


64






 


subsection (b), shall be applied by the
Administrative Agent as specified in subsection (c) of this Section 2.15.


          (c) In the event that, at any one time, (i) any Lender Party shall be a
Defaulting Lender, (ii) such Defaulting Lender shall not owe a Defaulted
Advance or a Defaulted Amount and (iii) any Borrower, any Agent or any other
Lender Party shall be required to pay or distribute any amount hereunder or
under any other Loan Document to or for the account of such Defaulting Lender,
then such Borrower or such Agent or such other Lender Party shall pay such
amount to the Administrative Agent to be held by the Administrative Agent, to
the fullest extent permitted by applicable law, in escrow or the Administrative
Agent shall, to the fullest extent permitted by applicable law, hold in escrow
such amount otherwise held by it. Any funds held by the Administrative Agent
in escrow under this subsection (c) shall be deposited by the Administrative
Agent in an account with Citibank, in the name and under the control of the
Administrative Agent, but subject to the provisions of this subsection (c).
The terms applicable to such account, including the rate of interest payable
with respect to the credit balance of such account from time to time, shall be
Citibank’s standard terms applicable to escrow accounts maintained with it.
Any interest credited to such account from time to time shall be held by the
Administrative Agent in escrow under, and applied by the Administrative Agent
from time to time in accordance with the provisions of, this subsection (c).
The Administrative Agent shall, to the fullest extent permitted by applicable
law, apply all funds so held in escrow from time to time to the extent
necessary to make any Advances required to be made by such Defaulting Lender
and to pay any amount payable by such Defaulting Lender hereunder and under the
other Loan Documents to the Administrative Agent or any other Lender Party, as
and when such Advances or amounts are required to be made or paid and, if the
amount so held in escrow shall at any time be insufficient to make and pay all
such Advances and amounts required to be made or paid at such time, in the
following order of priority:




		
	 	     (i) first, to the Agents for any amounts then due and payable by
such Defaulting Lender to them hereunder, in their capacities as such,
ratably in accordance with such respective amounts then due and payable
to the Agents;
	 
	 	     (ii) second, to the Issuing Banks and the Swing Line Banks for any
amounts then due and payable to them hereunder, in their capacities as
such, by such Defaulting Lender, ratably in accordance with such
respective amounts then due and payable to the Issuing Banks and the
Swing Line Banks;
	 
	 	     (iii) third, to any other Lender Parties for any amount then due and
payable by such Defaulting Lender to such other Lender Parties hereunder,
ratably in accordance with such respective amounts then due and payable
to such other Lender Parties; and
	 
	 	     (iv) fourth, to CBI for any Advance then required to be made by such
Defaulting Lender pursuant to a Commitment of such Defaulting Lender.



In the event that any Lender Party that is a Defaulting Lender shall, at any
time, cease to be a Defaulting Lender, any funds held by the Administrative
Agent in escrow at such time with respect to such Lender Party shall be
distributed by the Administrative Agent to such Lender Party and applied by
such Lender Party to the Obligations owing to such Lender Party at such


65






 


time
under this Agreement and the other Loan Documents ratably in accordance with
the respective amounts of such Obligations outstanding at such time.


          (d) The rights and remedies against a Defaulting Lender under this Section
2.15 are in addition to other rights and remedies that CBI may have against
such Defaulting Lender with respect to any Defaulted Advance and that any Agent
or any Lender Party may have against such Defaulting Lender with respect to any
Defaulted Amount.



          SECTION 2.16. Evidence of Debt. (a) Each Lender Party shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of each Borrower to such Lender resulting from each Advance owing
to such Lender Party from time to time, including the amounts of principal and
interest payable and paid to such Lender from time to time hereunder. Each
Borrower agrees that upon notice by any Lender Party to such Borrower (with a
copy of such notice to the Administrative Agent) to the effect that a
promissory note or other evidence of indebtedness is required or appropriate in
order for such Lender Party to evidence (whether for purposes of pledge,
enforcement or otherwise) the Advances owing to, or to be made by, such Lender
Party, such Borrower shall promptly execute and deliver to such Lender Party,
with a copy to the Administrative Agent, a Revolving Credit Note and one or
more Term Notes, as applicable, in substantially the form of Exhibits A-1 and
A-2 hereto, as the case may be, payable to the order of such Lender Party in a
principal amount equal to the Revolving Credit Commitment, the Term A
Commitment, the Term B Commitment, the Term C Commitment, and the Term D
Commitment, as the case may be, of such Lender Party. All references to Notes
in the Loan Documents shall mean Notes, if any, to the extent issued hereunder.



          (b) The Register maintained by the Administrative Agent pursuant to
Section 9.08(d) shall include a control account, and a subsidiary account for
each Lender Party, in which accounts (taken together) shall be recorded (i) the
Borrower and the date and amount of each Borrowing made hereunder (or under the
Existing Credit Agreement, as the case may be), the Type of Advances comprising
such Borrowing and, if appropriate, the Interest Period applicable thereto,
(ii) the terms of each Assignment and Acceptance delivered to and accepted by
it, (iii) the amount of any principal or interest due and payable or to become
due and payable from such Borrower to each Lender Party hereunder, and (iv) the
amount of any sum received by the Administrative Agent from such Borrower
hereunder and each Lender Party’s share thereof.



          (c) Entries made in good faith by the Administrative Agent in the Register
pursuant to subsection (b) above, and by each Lender Party in its account or
accounts pursuant to subsection (a) above, shall be prima facie evidence of the
amount of principal and interest due and payable or to become due and payable
from each Borrower to, in the case of the Register, each Lender Party and, in
the case of such account or accounts, such Lender Party, under this Agreement,
absent manifest error; provided, however, that the failure of the
Administrative Agent or such Lender Party to make an entry, or any finding that
an entry is incorrect, in the Register or such account or accounts shall not
limit or otherwise affect the obligations of the Borrowers under this
Agreement.




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ARTICLE III



CONDITIONS OF EFFECTIVENESS, LENDING AND

ISSUANCES OF LETTERS OF CREDIT



          SECTION 3.01. Conditions Precedent to Effectiveness of this Agreement.
This Agreement shall become effective on and as of the first date (the
“Effective Date”) on which all of the conditions set forth in Section 3 of the
Amendment and Restatement Agreement and all the following conditions precedent
shall have been satisfied and on which the transactions set forth in Section 2
of the Amendment and Restatement Agreement shall have been consummated:




		
	 	     (a) The Administrative Agent shall have received on or before the
Effective Date, to the extent not previously received by the
Administrative Agent in connection with the Existing Credit Agreement,
the following, each dated such day (unless otherwise specified or
previously delivered in connection with the Existing Credit Agreement, as
applicable), in form and substance satisfactory to the Agents (unless
otherwise specified) and (except for the Notes) in sufficient copies for
each Lender Party:




		
	 	     (i) The Notes payable to the order of the Lenders that have
requested replacement Notes prior to the Effective Date.
	 
	 	     (ii) A security agreement, dated the date of, and delivered in
connection with, the Existing Credit Agreement, from (a) CBI in
substantially the form of Exhibit D-1 hereto (the “Shared
Collateral Security Agreement”) and (b) the other Loan Parties in
substantially the form of Exhibit D-2 hereto (the
“Non-Shared Collateral Security Agreement”; together with the
Shared Collateral Security Agreement, dated the date of, and
delivered in connection with, the Existing Credit Agreement, each
other security agreement and security agreement supplement
delivered pursuant to Section 5.01(j), in each case as amended, the
“Security Agreements”), duly executed by each Loan Party party
thereto).
	 
	 	     (iii) A guaranty, dated the date of, and delivered in
connection with, the Existing Credit Agreement, from (a) the
Subsidiary Guarantors who have guaranteed the Obligations of BCSI
and its Subsidiaries under the Loan Documents (the “BCSI Subsidiary
Guaranty”) and (b) the Subsidiary Guarantors who have guaranteed
the Obligations of CBI and its Subsidiaries under the Loan
Documents (the “CBI Subsidiary Guaranty”), in each case, in
substantially the form of Exhibit E hereto (together with each
other guaranty and guaranty supplement delivered pursuant to
Section 5.01(j), in each case as amended, the “Subsidiary
Guaranties”), duly executed by each Subsidiary Guarantor party
thereto.
	 
	 	     (iv) Certified copies of the resolutions of the Board of
Directors (or persons performing similar functions), or, in the
case of wholly owned Subsidiaries, action by unanimous written
consent of the sole shareholder, of each Loan Party approving the
Transaction and each Loan Document to which it is or



67






 





		
	 	is to be a
party, the consummation of each aspect of the Transaction involving
or affecting such Loan Party and the other transactions
contemplated by any of the foregoing, and of all documents
evidencing other necessary corporate action and governmental and
other third party approvals, consents, authorizations, notices and
filings of actions with respect to the Transaction and each Loan
Document to which it is or is to be a party.
	 
	 	     (v) A certificate of each Loan Party, signed on behalf of such
Loan Party by its President or a Vice President or Treasurer and
its Secretary or any Assistant Secretary (or persons performing
similar functions), dated the Effective Date (the statements made
in which certificate shall be true on and as of the Effective
Date), certifying as to (A) the absence of any amendments to the
charter, articles of incorporation or certificate of formation, as
applicable, of such Loan Party since the date such documents were
delivered to the Administrative Agent under the Existing Credit
Agreement, (B) the absence of any amendments to the bylaws or
limited liability company agreement, as applicable, of such Loan
Party since the date such documents were delivered to the
Administrative Agent under the Existing Credit Agreement, (C) no
proceeding for dissolution or liquidation of such Loan Party has
been commenced by such Loan Party, (D) the truth of the
representations and warranties contained in the Loan Documents as
they relate to such Loan Party as though made on and as of the
Effective Date (except to the extent they expressly relate to an
earlier date, in which case certifying that such representations
and warranties are true and correct as of such earlier date) and
(E) the absence of any event relating to such Loan Party
occurring and continuing, or reasonably expected to result
from the consummation of the Transaction, that constitutes a
Default.
	 
	 	     (vi) A certificate of the Secretary or an Assistant Secretary
of each Loan Party certifying the names and true signatures of the
officers, partners, members or equivalent persons of such Loan
Party authorized to sign each Transaction Document to which it is
or is to be a party and the other documents to be delivered
hereunder and thereunder.
	 
	 	     (vii) A favorable opinion of Cravath, Swaine & Moore LLP, with
respect to the Loan Documents, in form reasonably acceptable to the
Agents.
	 
	 	     (viii) A favorable opinion of Frost Brown Todd with respect to
the Loan Documents, in form reasonably acceptable to the Agents.
	 
	 	     (ix) A favorable opinion of Shearman & Sterling LLP, counsel
for the Administrative Agent, in form and substance satisfactory to
the Administrative Agent.
	 
	 	     (x) Such other documents and certificates as the
Administrative Agent or its counsel may reasonably request relating
to the authorization of the Transaction and other legal matters
relating to the Borrowers and the Transaction.



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	 	     (b) Before giving effect and immediately after giving pro forma
effect to the Transaction, there shall have occurred no Material Adverse
Change since December 31, 2002.
	 
	 	     (c) There shall exist no action, suit, investigation, litigation or
proceeding affecting any Loan Party or any of its Subsidiaries pending
or, to the best knowledge of any Loan Party or any of its Subsidiaries,
threatened before any court, governmental agency or arbitrator that (i)
could be reasonably likely to have a Material Adverse Effect or (ii)
purports to affect the legality, validity or enforceability of any
Transaction Document except for the matters described in Schedule 4.01(f)
hereto (the “Disclosed Litigation”), as they relate to the consummation
of the Transaction; and there shall have been no material adverse change
in the status, or the reasonably anticipated financial effect on any Loan
Party or any of its Subsidiaries, of such Disclosed Litigation from that
described on Schedule 4.01(f) hereto.
	 
	 	     (d) All governmental and third party consents and approvals and
authorizations of, notices and filings to or with, and other actions by
any other Person necessary in connection with any aspect of the
Transaction, any of the Loan Documents or the Related Documents or any of
the other transactions contemplated thereby, shall have been obtained
(without the imposition of any conditions that are not acceptable to the
Lender Parties) and shall remain in effect; all applicable waiting
periods in connection with the Transaction shall have expired without any
action being taken by any competent authority, and no law or regulation
shall be applicable in the judgment of the Lender Parties, in each case
that restrains, prevents or imposes materially adverse
conditions upon the Transaction or the rights of the Loan Parties or
their Subsidiaries freely to transfer or otherwise dispose of, or to
create any Lien on, any properties now owned or hereafter acquired by any
of them.
	 
	 	     (e) The Borrowers shall have paid all accrued fees of the Agents and
the Lender Parties (including the amendment fees payable to the Lender
Parties on the Effective Date as agreed among the Agents and CBI) and all
accrued expenses of the Agents and the Term D Arrangers (including the
reasonable accrued fees and expenses of counsel to the Administrative
Agent and the Term D Arrangers).



          SECTION 3.02. Conditions Precedent to Each Borrowing and Issuance and
Renewal. The obligation of each Appropriate Lender to make an Advance (other
than a Letter of Credit Advance made by an Issuing Bank or a Revolving Credit
Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a Revolving
Credit Lender pursuant to Section 2.02(b)) on the occasion of each Borrowing
(including the initial Borrowing), and the obligation of each Issuing Bank to
issue a Letter of Credit (including the initial issuance) or renew a Letter of
Credit and the right of CBI to request a Swing Line Borrowing, shall be subject
to the further conditions precedent that on the date of such Borrowing or
issuance or renewal (a) the following statements shall be true (and each of the
giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing,
Notice of Issuance or Notice of Renewal and the acceptance by CBI of the
proceeds of such Borrowing or of such Letter of Credit or the renewal of such
Letter of Credit shall constitute a representation and warranty by CBI, on its
behalf and



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on behalf of BCSI, that both on the date of such notice and on the
date of such Borrowing or issuance or renewal such statements are true):



		
	 	     (i) the representations and warranties contained in each Loan
Document (except to the extent made by or relating to BRCOM or any
Subsidiary of BRCOM) are correct on and as of such date, before and after
giving effect to such Borrowing or issuance or renewal as though made on
and as of such date; and
	 
	 	     (ii) no Default has occurred and is continuing, or would result from
such Borrowing or issuance or renewal or from the application of the
proceeds therefrom; and



(b)  the Administrative Agent shall have received such other certificates,
opinions and other documents as any Appropriate Lender through the
Administrative Agent may reasonably request in order to confirm (i) the
accuracy of CBI’s representations and warranties (except to the extent relating
to BRCOM or any Subsidiary of BRCOM), (ii) CBI’s timely compliance with the
terms, covenants and agreements set forth in this Agreement and (iii) the
absence of any Default; and (c) prior to and after giving effect to any
Revolving Credit Advance (and giving effect to any debt service and other
payments anticipated to be made within 20 days of such Revolving Credit
Advance), the total cash and Cash Equivalents held by CBI and its Subsidiaries,
on a Consolidated basis, shall not exceed $40,000,000, excluding, in each case
in clauses (A) and (B), amounts held in cash collateral accounts pursuant to
Section 5.02(e)(ix)(E).


          SECTION 3.03. Determinations Under Section 3.01. For purposes of
determining compliance with the conditions specified in Section 3.01, each
Lender Party shall be deemed to have consented to, approved or accepted or to
be satisfied with each document or other matter required thereunder to be
consented to or approved by or acceptable or satisfactory to the Lender Parties
unless an officer of the Administrative Agent responsible for the transactions
contemplated by the Loan Documents shall have received notice from such Lender
Party prior to the Effective Date specifying its objection thereto and, if an
initial Borrowing is requested to be made on the Effective Date, such Lender
Party shall not have made available to the Administrative Agent such Lender
Party’s ratable portion of such Borrowing.



ARTICLE IV



REPRESENTATIONS AND WARRANTIES



          SECTION 4.01. Representations and Warranties of the Borrowers. Each
Borrower represents and warrants as follows:




		
	 	     (a) Each Loan Party and each of its Subsidiaries (i) is a
corporation or limited liability company duly organized, validly existing
and in good standing under the laws of the jurisdiction of its
organization, (ii) is duly qualified and in good standing as a foreign
corporation or limited liability company in each other jurisdiction in
which it owns or leases property or in which the conduct of its business
requires it to so qualify or be licensed except where the failure to so
qualify or be licensed could not be reasonably likely to have a Material
Adverse Effect and (iii) has all requisite power and authority
(including, without limitation, all governmental licenses, permits and
other approvals) to



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	 	own or lease and operate its properties and to carry
on its business as now conducted and as proposed to be conducted. Each
of the Loan Parties has all of the requisite power and authority, and the
legal right, to execute and deliver each of the Loan Documents and the
Related Documents to which it is or is to be a party, to perform all of
its Obligations hereunder and thereunder and to consummate the
Transaction and all of the other transactions contemplated hereby and
thereby.
	 
	 	     (b) Set forth on Schedule 4.01(b) hereto is a complete and accurate
list of all Subsidiaries of each Loan Party, showing as of the date
hereof (as to each such Subsidiary) the jurisdiction of its organization,
the number and type of each class of its Equity Interests authorized, and
the number outstanding, on the date hereof and the percentage of each
such class of its Equity Interests owned (directly or indirectly) by such
Loan Party and the number of shares covered by all outstanding options,
warrants, rights of conversion or purchase and similar rights at the date
hereof. All of the outstanding Equity Interests in each Loan Party’s
Subsidiaries has been validly issued, are fully paid and non-assessable
and are owned by such Loan Party or one or more of its Subsidiaries free
and clear of all Liens, except those created under the Collateral
Documents.
	 
	 	     (c) The execution, delivery and performance by each Loan Party of
each Transaction Document to which it is or is to be a party, and the
consummation of the Transaction, are within such Loan Party’s corporate
powers, have been duly authorized by all necessary corporate action, and
do not (i) contravene such Loan Party’s charter or bylaws, (ii) violate
any law, rule, regulation (including, without limitation, Regulation X of
the Board of Governors of the Federal Reserve System), order, writ,
judgment, injunction, decree, determination or award, (iii) conflict with
or result in the breach of, or constitute a default or, except as set
forth in the attached Schedule 4.01(c)(iii), require any payment to be
made under, any contract, loan agreement, indenture, mortgage, deed of
trust, lease or other instrument binding on or affecting any Loan Party,
any of its Subsidiaries or any of their properties or (iv) except for the
Liens created under the Loan Documents, result in or require the creation
or imposition of any Lien upon or with respect to any of the properties
of any Loan Party or any of its Subsidiaries. No Loan Party or any of
its Subsidiaries is in violation of any such law, rule, regulation,
order, writ, judgment, injunction, decree, determination or award or in
breach of any such contract, loan agreement, indenture, mortgage, deed of
trust, lease or other instrument, the violation or breach of which could
have a Material Adverse Effect.
	 
	 	     (d) No authorization or approval or other action by, and no notice
to or filing with, any governmental authority or regulatory body or any
other third party is required for (i) the due execution, delivery,
recordation, filing or performance by any Loan Party of any Transaction
Document to which it is or is to be a party, or for the consummation of
the Transaction, (ii) the grant by any Loan Party of the Liens granted by
it pursuant to the Collateral Documents, (iii) the perfection or
maintenance of the Liens created under the Collateral Documents
(including the first priority nature thereof) or (iv) the exercise by any
Agent or any Lender Party of its rights under the Loan Documents or the
remedies in respect of the Collateral pursuant to the Collateral
Documents, except for the authorizations, approvals, actions, notices and
filings listed on Schedule 4.01(d) hereto,



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	 	all of which have been duly
obtained, taken, given or made and are in full force and effect.
Notwithstanding the foregoing, it is understood that (i) no regulatory
approvals have been obtained in connection with the pledge of shares of
any regulated entity and (ii) as of the date hereof no regulatory
approvals have been obtained or are being sought in connection with the
possible exercise of remedies under this Agreement or any of the
Collateral Documents. All applicable waiting periods in connection with
the Transaction have expired without any action having been taken by any
competent authority restraining, preventing or imposing materially
adverse conditions upon the Transaction or the rights of the Loan Parties
or their Subsidiaries freely to transfer or otherwise dispose of, or to
create any Lien on, any properties now owned or hereafter acquired by any
of them.
	 
	 	     (e) This Agreement has been, and each other Transaction Document
when delivered hereunder will have been, duly executed and delivered by
each Loan Party party thereto. This Agreement is, and each other
Transaction Document when delivered hereunder will be, the legal, valid
and binding obligation of each Loan Party party thereto, enforceable
against such Loan Party in accordance with its terms.
	 
	 	     (f) There is no action, suit, investigation, litigation or
proceeding affecting any Loan Party or any of its Subsidiaries pending
or, to the best knowledge of any Loan Party, threatened before any court,
governmental agency or arbitrator of any kind that (i) either
individually or in the aggregate, could be reasonably likely to have a
Material Adverse Effect other than any such action, suit, investigation,
litigation or proceeding affecting BRCOM or any of its Subsidiaries which
does not affect CBI or any of its Subsidiaries, or (ii) in which there is
a reasonable likelihood of an adverse determination and which purports to
affect the legality, validity or enforceability of any Transaction
Document or the consummation of the Transaction, any of the Loan
Documents or the Related Documents or any of the other transactions
contemplated hereby.
	 
	 	     (g) The Consolidated balance sheets of CBI and its Subsidiaries
(including BRCOM and its Subsidiaries) as at December 31, 2002, and the
related Consolidated and consolidating, if any, statements of income and
Consolidated statement of cash flows of CBI and its Subsidiaries
(including BRCOM and its Subsidiaries) for the fiscal year then ended,
accompanied by an unqualified opinion of PWC independent public
accountants, and the Consolidated and consolidating, if any, balance
sheets of CBI and its Subsidiaries (including BRCOM and its Subsidiaries)
as at June 30, 2003, and the related Consolidated and consolidating
statements of income and Consolidated statement of cash flows of CBI and
its Subsidiaries (including BRCOM and its Subsidiaries) for the nine
months then ended, duly certified by the Chief Financial Officer of CBI,
copies of which have been furnished to each Lender Party, fairly present
the Consolidated and consolidating financial condition of CBI and its
Subsidiaries (including BRCOM and its Subsidiaries) as at such dates and
the Consolidated and consolidating results of operations of CBI and its
Subsidiaries (including BRCOM and its Subsidiaries) for the periods ended
on such dates, all in accordance with generally accepted accounting
principles applied on a consistent basis, and since December 31, 2002,
there has been no Material Adverse Change;



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	 	     (h) [Intentionally Omitted.]
	 
	 	     (i) The Consolidated and consolidating forecasted balance sheets,
statements of income and statements of cash flows of CBI and its
Subsidiaries included in the Information Materials (as applicable) or
delivered to the Lender Parties pursuant to Section 5.03 were prepared in
good faith on the basis of the assumptions stated therein, which
assumptions were fair in light of the conditions existing at the time of
delivery of such forecasts, and represented, at the time of delivery,
CBI’s best estimate of its future financial performance.
	 
	 	     (j) Neither the Information Materials nor any other information,
exhibit or report furnished by or on behalf of any Loan Party to any
Agent or any Lender Party in connection with the Loan Documents or
pursuant to the terms of the Loan Documents contained any untrue
statement of a material fact or omitted to state a material fact
necessary to make the statements made therein not misleading.
	 
	 	     (k) No Borrower is engaged in the business of extending credit for
the purpose of purchasing or carrying Margin Stock, and following the
application of the proceeds of each Advance or drawing under each Letter
of Credit, not more than 25% of the value of the assets (of CBI and its
Subsidiaries (including BRCOM and its Subsidiaries) on a Consolidated
basis) subject to the provisions of Section 5.02(a) or 5.02(e) or subject
to any restriction contained in any agreement or instrument between CBI
and any Lender Party or any Affiliate of any Lender Party relating to
Debt within the scope of 7.01(e) will be Margin Stock. For purposes of
this Section 4.01(k), “assets” of CBI or any of its Subsidiaries
includes, without limitation, treasury stock of CBI that has not been
retired.
	 
	 	     (l) Neither any Loan Party nor any of its Subsidiaries is an
“investment company”, or an “affiliated person” of, or “promoter” or
“principal underwriter” for, an “investment company”, as such terms are
defined in the Investment Company Act of 1940, as amended. Neither any
Loan Party nor any of its Subsidiaries is a “holding company”, or a
“subsidiary company” of a “holding company”, or an “affiliate” of a
“holding company” or of a “subsidiary company” of a “holding company”, as
such terms are defined in the Public Utility Holding Company Act of 1935,
as amended. Neither the making of any Advances, nor the issuance of any
Letters of Credit, nor the application of the proceeds or repayment
thereof by such Borrower, nor the consummation of the other transactions
contemplated by the Transaction Documents, will violate any provision of
any such Act or any rule, regulation or order of the Securities and
Exchange Commission thereunder.
	 
	 	     (m) Neither any Loan Party nor any of its Subsidiaries is a party to
any indenture, loan or credit agreement or any lease or other agreement
or instrument or subject to any charter or corporate restriction that
could have a Material Adverse Effect.
	 
	 	     (n) All filings and other actions necessary or desirable to perfect
and protect the security interest in the Collateral created under the
Collateral Documents have been duly made or taken and are in full force
and effect, and the Collateral Documents create



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	 	in favor of the
Administrative Agent for the benefit of the Secured Parties a valid and,
together with such filings and other actions, perfected first priority
security interest in the Collateral, securing the payment of the Secured
Obligations, and all filings and other actions necessary or desirable to
perfect and protect such security interest have been duly taken. The
Loan Parties are the legal and beneficial owners of the Collateral free
and clear of any Lien, except for the liens and security interests
created or permitted under the Loan Documents.
	 
	 	     (o) CBI and its Subsidiaries, on a consolidated basis, is Solvent
(it being understood and agreed that a going concern qualification for
Fiscal Year 2002 shall not in and of itself be deemed to evidence that
CBI is not Solvent).
	 
	 	     (p) (i) No ERISA Event has occurred or is reasonably expected to
occur with respect to any Plan that has resulted in or is reasonably
expected to have a Material Adverse Effect on any Loan Party or any ERISA
Affiliate.
	 
	 	     (ii) Schedule B (Actuarial Information) to the most recent annual
report (Form 5500 Series) for each Plan, copies of which have been filed
with the Internal Revenue Service and furnished or made available to the
Lender Parties, is complete and accurate in all material respects and
fairly presents the funding status of such Plan, and since the date of
such Schedule B there has been no material adverse change in such funding
status.
	 
	 	     (iii) Neither any Loan Party nor any ERISA Affiliate has incurred or
to the best knowledge of any Loan Party or any ERISA Affiliate is
reasonably expected to incur any Withdrawal Liability in respect of any
Multiemployer Plan.
	 
	 	     (iv) Neither any Loan Party nor any ERISA Affiliate has been
notified by the sponsor of a Multiemployer Plan that such Multiemployer
Plan is in reorganization or has been terminated, within the meaning of
Title IV of ERISA, and no such Multiemployer Plan to the best knowledge
of any Loan Party or any ERISA Affiliate is reasonably expected to be in
reorganization or to be terminated, within the meaning of Title IV of
ERISA.
	 
	 	     (q) Except for such matters that could not be reasonably likely to
have a Material Adverse Effect (i) the operations and properties of each
Loan Party and each of its Subsidiaries comply in all respects with all
Environmental Laws and Environmental Permits, all past non-compliance
with such Environmental Laws and Environmental Permits has been resolved
without ongoing obligations or costs, and no circumstances exist that
could be reasonably likely to (A) form the basis of an Environmental
Action against any Loan Party or any of its Subsidiaries or any of their
properties or (B) cause any such property to be subject to any liens
and/or environmental transfer act restrictions under any Environmental
Law. In addition to the foregoing, it is understood and agreed that the
Borrowers will comply with regulatory requirements set forth in Schedule
4.01(q);



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	 	     (ii) none of the properties currently or formerly owned or operated
by any Loan Party or any of its Subsidiaries is listed or, to the
knowledge of any Loan Party or any of their Subsidiaries, proposed for
listing on the NPL or on the CERCLIS or any analogous foreign, state or
local list; and during the ownership or operation thereof by any Loan
Party or any of their Subsidiaries, Hazardous Materials were not and have
not been released, discharged or disposed of on any property currently or
formerly owned or operated by any Loan Party or any of its Subsidiaries;
and
	 
	 	     (iii) neither any Loan Party nor any of its Subsidiaries is
undertaking, and has not completed, either individually or together with
other potentially responsible parties, any investigation or assessment or
remedial or response action relating to any actual or threatened release,
discharge or disposal of Hazardous Materials at any site, location or
operation, either voluntarily or pursuant to the order of any
governmental or regulatory authority or the requirements of any
Environmental Law; and during the ownership or operation thereof by any
Loan Party or any of their Subsidiaries, all Hazardous Materials
generated, used, treated, handled or stored at, or transported to or
from, any property
currently or formerly owned or operated by any Loan Party or any of
its Subsidiaries were and have been disposed of in a manner not
reasonably expected to result in liability to any Loan Party or any of
its Subsidiaries.
	 
	 	     (r) (i) Each Loan Party and each of its Subsidiaries and Affiliates
has filed, has caused to be filed or has been included in all material
tax returns (Federal, state, local and foreign) required to be filed and
has paid all taxes shown thereon to be due, together with applicable
interest and penalties, except any taxes that are being contested in good
faith by appropriate proceedings and for which the Loan Party, its
Subsidiaries or its Affiliates, as the case may be, has set aside on its
books adequate reserves;
	 
	 	     (ii) The aggregate unpaid amount, as of the date hereof, of
adjustments to the Federal, state, local and foreign income tax liability
of each Loan Party and each of its Subsidiaries and Affiliates proposed
by the Internal Revenue Service or by any state, local and foreign taxing
authorities with respect to any years for which the expiration of the
applicable statute of limitations for assessment or collection has not
occurred by reason of extension or otherwise along with any issues raised
by the Internal Revenue Service in respect of such years could not, in
the aggregate, reasonably be expected to have a Material Adverse Effect;
and
	 
	 	     (s) [Intentionally Omitted.]
	 
	 	     (t) Set forth on Schedule 4.01(t) hereto is a complete and accurate
list of all Surviving Debt, showing as of the date hereof the obligor and
the principal amount outstanding thereunder, the maturity date thereof
and the amortization schedule therefor.
	 
	 	     (u) Set forth on Schedule 4.01(u) hereto is a complete and accurate
list of all Liens as of the date of the Amendment and Restatement of the
Credit Agreement on the property or assets of any Loan Party or any of
its Subsidiaries; provided that each Borrower further represents and
warrants that no Liens exist on such property or assets



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	 	other than Liens
created under the Loan Documents, those listed on Schedule 4.01(u) and
those permitted under Section 5.02(a).
	 
	 	     (v) Set forth on Schedule 4.01(v) hereto is a complete and accurate
list of all Investments held by any Loan Party or any of its Subsidiaries
on the date hereof, showing as of the date hereof the amount, obligor or
issuer and maturity, if any, thereof.
	 
	 	     (w) Set forth on Schedule 4.01(w) hereto is a complete and accurate
list of all Material Contracts of each Loan Party and its Subsidiaries,
showing as of the date hereof the parties, subject matter and term
thereof. Each such Material Contract has been duly authorized, executed
and delivered by all parties thereto, has not been amended or otherwise
modified, is in full force and effect and is binding upon and enforceable
against all parties thereto in accordance with its terms, and there
exists no default under any Material Contract by any party thereto.



ARTICLE V



COVENANTS OF THE BORROWERS



          SECTION 5.01. Affirmative Covenants. So long as any Advance or any other
Obligation of any Loan Party under any Loan Document shall remain unpaid, any
Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder, CBI and, where specifically indicated, BCSI will:




		
	 	     (a) Compliance with Laws, Etc. (i) Comply, and cause each of its
Subsidiaries to comply, in all material respects, with all applicable
laws, rules, regulations and orders, such compliance to include, without
limitation, compliance with ERISA and the Racketeer Influenced and
Corrupt Organizations Chapter of the Organized Crime Control Act of 1970
and (ii) except as provided in Section 5.01(e), obtain and maintain in
effect all Governmental Authorizations that are necessary (A) to own or
lease and operate their respective property and assets and to conduct
their respective businesses as now conducted and as proposed to be
conducted, except where and to the extent that the failure to obtain or
maintain in effect any such Governmental Authorization, either
individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect, or (B) for the due execution, delivery or
performance by CBI or any of its Subsidiaries of any of the Loan
Documents or the Related Documents to which it is or is to be a party, or
for the consummation of any aspect of the Transaction or any of the other
transactions contemplated hereby and thereby. This Section 5.01(a) shall
not apply to compliance with Environmental Laws or Environmental Permits
(which is the subject of Section 5.01(c)).
	 
	 	     (b) Payment of Taxes, Etc. Pay and discharge, and cause each of its
Subsidiaries to pay and discharge, before the same shall become
delinquent, (i) all taxes, assessments and governmental charges or levies
imposed upon it or upon its property and (ii) all lawful claims that, if
unpaid, might by law become a Lien upon its property; provided, however,
that neither CBI nor any of its Subsidiaries shall be required to pay or



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	 	discharge any such tax, assessment, charge or claim that is being
contested in good faith and by proper proceedings and as to which
appropriate reserves are being maintained, unless and until any Lien
resulting therefrom attaches to its property and becomes enforceable
against its other creditors.
	 
	 	     (c) Compliance with Environmental Laws. Comply, cause each of its
Subsidiaries and use its best efforts (which efforts shall include
ensuring that all applicable leases, licenses or other such agreements
include provisions requiring such compliance) to cause all lessees and
other Persons operating or occupying its properties to comply, in all
material respects, with all Environmental Laws and Environmental Permits;
obtain and renew and cause each of its Subsidiaries to obtain and renew
all Environmental Permits necessary for its operations and properties;
and conduct, and cause each of its Subsidiaries to conduct, any
investigation, study, sampling and testing, and undertake any cleanup,
removal, remedial or other action necessary to remove and clean up
Hazardous Materials from any of its properties, to the extent required by
Environmental Laws, except where and to the extent that the failure
to comply with Environmental Laws, obtain or renew Environmental Permits
or to conduct such cleanup, removal, remedial or other action,
individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect; provided, however, that neither CBI nor
any of its Subsidiaries shall be required to undertake any such cleanup,
removal, remedial or other action to the extent that its obligation to do
so is being contested in good faith and by proper proceedings and
appropriate reserves are being maintained with respect to such
circumstances.
	 
	 	     (d) Maintenance of Insurance. Maintain, and cause each of its
Subsidiaries to maintain, insurance with responsible and reputable
insurance companies or associations in such amounts and covering such
risks as is usually carried by companies engaged in similar businesses
and owning similar properties in the same general areas in which CBI or
such Subsidiary operates (it being understood that, to the extent
consistent with prudent business practice of persons carrying on a
similar business in a similar location, a program of self-insurance for
first or other loss layers may be utilized in an aggregate amount not to
exceed $50,000,000).
	 
	 	     (e) Preservation of Corporate Existence, Etc. Except as otherwise
permitted under Section 5.02(d) or 5.02(e)(ix), preserve and maintain,
and cause each of its Subsidiaries to preserve and maintain, its
existence, legal structure, legal name (it being understood that legal
name changes for CBI and any of its Subsidiaries (including BRCOM and its
Subsidiaries) may be made so long as CBI makes arrangements acceptable to
the Agents to timely refile financing statements and other filings
relating to security interests), rights (charter and statutory), permits,
licenses, approvals, privileges and franchises.
	 
	 	     (f) Visitation Rights. Upon reasonable notice, at any reasonable
time and from time to time, permit any of the Agents or any of the Lender
Parties (coordinated through the Administrative Agent), or any agents or
representatives thereof, to examine and, with the consent of CBI, which
consent shall not be unreasonably withheld, make



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	 	copies of and abstracts
from the records and books of account of, and visit the properties of,
each Borrower and any of its Subsidiaries, and to discuss the affairs,
finances and accounts of each Borrower and any of its Subsidiaries with
any of their officers or directors and, together with an authorized
representative of a Loan Party, with their independent certified public
accountants.
	 
	 	     (g) Keeping of Books. Keep, and cause each of its Subsidiaries to
keep, proper books of record and account, in which full and correct
entries shall be made of all financial transactions and the assets and
business of CBI and each such Subsidiary in accordance with generally
accepted accounting principles in effect from time to time.
	 
	 	     (h) Maintenance of Properties, Etc. Maintain and preserve, and
cause each of its Subsidiaries to maintain and preserve, all of its
properties that are used or useful in the conduct of its business in good
working order and condition, ordinary wear and tear excepted.
	 
	 	     (i) Transactions with Affiliates. With respect to each Borrower,
conduct, and cause each of its Subsidiaries to conduct, all transactions
otherwise permitted under the Loan Documents with any of their Affiliates
on terms that are fair and reasonable and no less favorable to each
Borrower or such Subsidiary than it would obtain in a comparable
arm’s-length transaction with a Person not an Affiliate (it being
understood that any transaction involving the Oak Hill Debt, the Junior
Notes or any Related Document that is expressly permitted under Section
5.02, any Permitted BRCOM Transaction, any transaction of the type
described in Schedule 1.01 and any non-cash transition arrangements or
other related services provided to or for the benefit of a buyer in
connection with a transaction permitted under Section 5.02(e)(ix),
including under any CBI Sale Arrangements, shall be deemed not to violate
this Section 5.01(i)).
	 
	 	     (j) Covenant to Guarantee Obligations and Give Security. (I) Upon
(A) the occurrence and during the continuance of a Default or (B) the
Index Debt of CBI being rated lower than BB- by S&P or Ba3 by Moody’s,
then each Borrower shall, in each case at such Borrower’s expense and to
the fullest extent permitted under the Certificate of Designation and the
BRCOM 9% Indenture (it being acknowledged by the Agents that all actions
required to be taken under this subsection (j)(I) on or prior to the
Effective Date have already been taken):




		
	 	     (1) as soon as practicable but in any event by April 15, 2002,
furnish to the Administrative Agent a description of the real and
personal properties of each of the Loan Parties and their
respective Subsidiaries (other than the Excluded Entities) (by
street address and property type maintained at such address) in
detail reasonably satisfactory to the Administrative Agent;
	 
	 	     (2) by June 2, 2002, cause each Subsidiary (other than the
Excluded Entities and a CFC) (to the extent it has not already done
so), to duly execute and deliver to the Administrative Agent a
guaranty or Guaranty Supplement, in form and substance satisfactory
to the Administrative Agent, guaranteeing the other Loan Parties’
obligations under the Loan Documents,



78






 





		
	 	     (3) within 15 days thereafter duly execute and deliver, and
cause each such Subsidiary (other than the Excluded Entities) and
each direct and indirect parent of such Subsidiary (if it has not
already done so) to duly execute and deliver, to the Administrative
Agent mortgages, pledges, assignments, security agreement
supplements and other security agreements, as specified by and in
form and substance satisfactory to the Administrative Agent,
securing payment of all the Obligations of the applicable Loan
Party, such Subsidiary or such parent, as the case may be, under
the Loan Documents and constituting Liens on all such real and
personal properties other than:




	 	 	 	 	 
	 	 	a.	 	fiber in which an IRU has been
granted prior to the date hereof or pursuant to
Section 5.02(e)(i) or 5.02(e)(viii)(B);
	 	 	 	 	 
	 	 	
b.
	 	the Equity Interests of Wireless
LLC held by Wireless Holdco;
	 	 	 	 	 
	 	 	
c.
	 	the Spectrum Assets;
	 	 	 	 	 
	 	 	
d.
	 	any item of real property of CBI
or such Subsidiaries that has been irrevocably
transferred under title documents satisfactory to the
Agents to the Real Estate SPV under terms and
conditions acceptable to the Agents (a “Transfer”);
provided that if such real property is transferred out
of the Real Estate SPV, the Real Estate SPV will be
required to deliver mortgages, assignments, surveys
(if requested by the Administrative Agent) and title
insurance all in form and substance satisfactory to
the Agents on such real property at or before the time
of such transfer unless such real property is sold or
otherwise transferred to a Person in a transaction
permitted by Section 5.02(e);
	 	 	 	 	 
	 	 	
e.
	 	any item of real property, the
mortgage or Transfer, as the case may be, of which is
prohibited by or would constitute a breach of or a
default under or give rise to a right of termination
under the underlying documentation, where despite the
use of best efforts by CBI or such Subsidiaries to
obtain a consent to so mortgage or Transfer, such
consent cannot be obtained; provided that CBI or such
Subsidiaries will attempt to obtain the consent to
Transfer if a consent to mortgage any such property
interest cannot be obtained;
	 	 	 	 	 
	 	 	
f.
	 	any property interest that CBI
has requested be excluded and as to which the Agents,
after consultation with an independent consultant to
be retained on behalf of the



79






 




	 	 	 	 	 
	 	 	 	 	Agents (the
“Consultant”), determine that a mortgage or Transfer,
as the case may be, is not cost effective in
relationship to the benefits to be received by the
Lenders from the mortgage or Transfer of such property
interest (a list of which real property interests
excluded from the requirements of Section 5.01(j)(I)
pursuant to clause (e) or (f) hereof will be provided
to the Lenders as promptly as practicable by CBI);




		
	 	     provided, however, that:




	 	 	 
	 	 	
(A) for purposes of this Section 5.01(j)(I)(3), the use of
“best efforts” will not require the payment of any monetary
consideration or expending
continued efforts to obtain such consent if CBI has
diligently followed all agreed upon procedures in attempting
to obtain such consent unless, after CBI advises that it
cannot obtain a particular consent, the Agents, in their
discretion reasonably exercised and in consultation with the
Consultant, determine that the value to the Lenders of such
collateral warrants paying additional consideration or
expending continuing efforts to obtain such consent;
	 	 	 
	 	 	
(B) notwithstanding the foregoing, the Agents may request
that CBI or its Subsidiaries (including BRCOM and its
Subsidiaries) grant mortgages on additional real property
(other than real property that is held in the Real Estate
SPV) and provide surveys, title insurance or other reports
specified in Section 5.02(j)(I)(6) on any real property
(other than real property that is held in the Real Estate
SPV) at any time in their sole discretion; and
	 	 	 
	 	 	
(C) in the event that there is a change in the circumstances
which gave rise to any real property interest being excluded
from the requirements of this Section 5.01(j)(I) or the
restrictions which prevented delivering documents hereunder
or consummating a Transfer of such real property no longer
exist, CBI and its Subsidiaries (including BRCOM and its
Subsidiaries) shall promptly Transfer such real property to
the Real Estate SPV or execute and deliver to the
Administrative Agent all applicable documents required to be
delivered under this Section 5.01(j)(I);
	 	 	 
	 	 	
(D) if (1) CBT ceases to be subject to all regulation
relating to telecommunications businesses by all federal,
state and local governmental authorities which prohibits,
restricts or requires regulatory approval for the (x)
pledging of assets or (y) incurrence of indebtedness, and (2)
any action described in clause (x) or (y) could not in the
determination of CBI reasonably exercised be expected to
result in any such regulatory authority taking an action or
refusing to take an action which action or refusal to take
any action could have a material adverse



80






 




	 	 	 
	 	 	
effect on CBT, then
CBT shall cease to be an Excluded Entity and shall as
promptly as practicable deliver to the Administrative Agent
supplements to the Security Agreements and Subsidiary
Guaranties in form and substance satisfactory to the
Administrative Agent and shall as promptly as practicable
take all steps necessary to comply with this Section 5.01(j)




		
	 	     (4) within 30 days thereafter, take, and cause such Subsidiary
or such parent to take, whatever action (including, without
limitation, the recording of mortgages, the filing of Uniform
Commercial Code financing statements, the giving of notices and the
endorsement of notices on title documents) may be necessary or
advisable in the opinion of the Administrative Agent to vest in the
Administrative Agent (or in any representative of the
Administrative Agent designated by it) valid and subsisting Liens
on and security interests in the real and personal properties
purported to be subject to the mortgages, pledges,
assignments, security agreement supplements and security
agreements delivered pursuant to this Section 5.01(j), enforceable
against all third parties in accordance with their terms,
	 
	 	     (5) within 35 days thereafter, deliver to the Administrative
Agent, upon the request of the Administrative Agent in its sole
discretion, a signed copy of a favorable opinion, addressed to the
Administrative Agent and the other Secured Parties, of counsel for
the Loan Parties acceptable to the Administrative Agent (x) as to
the matters contained in clauses (1) through (4) above, as to such
guaranties, guaranty supplements, mortgages, pledges, assignments,
security agreement supplements and security agreements being legal,
valid and binding obligations of each Loan Party party thereto
enforceable in accordance with their terms, (y) as to the matters
contained in clause (4) above, as to such recordings, filings,
notices, endorsements and other actions being sufficient to create
valid perfected Liens on such properties, and (z) as to such other
matters as the Administrative Agent may reasonably request,
	 
	 	     (6) as promptly as practicable thereafter, deliver to the
Administrative Agent title search reports (review of which shall be
limited to the verification of the transferees of such property
except in the case of real properties for which mortgages are being
delivered) on all real property held by CBI and its Subsidiaries
(including BRCOM and its Subsidiaries but excluding Excluded
Entities) as requested by the Administrative Agent, and upon the
request of the Administrative Agent in its sole discretion, deliver
to the Administrative Agent with respect to each parcel of real
property owned or held by the entity that is the subject of such
request, formation or acquisition title reports (review of which
shall be limited to the verification of the transferees of such
property except in the case of real properties for which mortgages
are being delivered), surveys and engineering, soils and other
reports, and environmental assessment reports, each in scope, form
and substance satisfactory to the Administrative Agent, provided,
however, that title insurance policies, surveys and engineering,
soils and other reports, and environmental assessment reports will
not be required for any real



81






 





		
	 	property that is held in the Real
Estate SPV, provided further to the extent that any Loan Party or
any of its Subsidiaries shall have otherwise received any of the
foregoing items with respect to such real property, such items
shall, promptly after the receipt thereof, be delivered to the
Administrative Agent,
	 
	 	     (7) upon the occurrence and during the continuance of a
Default, promptly cause to be deposited any and all cash dividends
paid or payable to it or any of its Subsidiaries from any of its
Subsidiaries from time to time into the Administrative Agent’s
Account, and with respect to all other dividends paid or payable to
it or any of its Subsidiaries from time to time, promptly execute
and deliver, or cause such Subsidiary to promptly execute and
deliver, as the case may be, any and all further instruments and
take or cause such Subsidiary to take, as the case may be, all such
other action as the Administrative Agent may deem necessary or
desirable in order to obtain and maintain from and after the time
such
dividend is paid or payable a perfected, first priority lien
on and security interest in such dividends,
	 
	 	     (8) at any time and from time to time, promptly execute and
deliver any and all further instruments and documents and take all
such other action as the Administrative Agent may deem necessary or
desirable in obtaining the full benefits of, or in perfecting and
preserving the Liens of, such guaranties, mortgages, pledges,
assignments, security agreement supplements and security
agreements;




		
	 	     provided, however, that the Agents, acting jointly, may extend any
of the time limits set forth above by up to 30 days (or up to an
additional (x) 90 days, solely in the case of obtaining required
approvals or consents for the pledging of assets, or (y) 120 days, solely
in the case of obtaining required regulatory approvals for the pledging
of assets)(it being understood that the Agents will grant any requested
extension pursuant to this proviso if such extension is required solely
because of the need to obtain regulatory approvals and CBI, BRCOM and
their Subsidiaries are using their best efforts to obtain such
approvals); and
	 
	 	     (II) Upon (A) the formation or acquisition of any new direct or
indirect Subsidiaries by any Loan Party (other than CBT or any of CBT’s
Subsidiaries) or (B) the date on which (x) all Excluded Equity Agreements
in effect on the date hereof that limit, restrict or prohibit the
creation, pledge or assignment of a security interest in the Excluded
Equity Interests (as defined in the Security Agreements) are no longer in
effect or (y) the creation, pledge or assignment of such security
interest is no longer prohibited, then each Borrower shall, in each case
at such Borrower’s expense:




		
	 	     (1) within 10 days thereafter, cause each Subsidiary, to duly
execute and deliver to the Administrative Agent a guaranty or
Guaranty Supplement, in form and substance satisfactory to the
Administrative Agent, guaranteeing the other Loan Parties’
obligations under the Loan Documents,



82






 





		
	 	     (2) within 15 days thereafter duly execute and deliver, and
cause each such Subsidiary and each direct and indirect parent of
such Subsidiary (if it has not already done so) to duly execute and
deliver, to the Administrative Agent pledges, assignments, security
agreement supplements and other security agreements, as specified
by and in form and substance satisfactory to the Administrative
Agent, securing payment of all the Obligations of the applicable
Loan Party, such Subsidiary or such parent, as the case may be,
under the Loan Documents and constituting Liens on all such
personal property,
	 
	 	     (3) within 30 days thereafter, take, and cause such Subsidiary
or such parent to take, whatever action (including, without
limitation, the filing of Uniform Commercial Code financing
statements) may be necessary or advisable in the opinion of the
Administrative Agent to vest in the Administrative Agent (or in any
representative of the Administrative Agent designated by it) valid
and subsisting Liens on and security interests in the personal
property purported to be
subject to the pledges, assignments, security agreement
supplements and security agreements delivered pursuant to this
Section 5.01(j) enforceable against all third parties in accordance
with their terms,
	 
	 	     (4) within 35 days thereafter, deliver to the Administrative
Agent, upon the request of the Administrative Agent in its sole
discretion, a signed copy of a favorable opinion, addressed to the
Administrative Agent and the other Secured Parties, of counsel for
the Loan Parties acceptable to the Administrative Agent (x) as to
the matters contained in clauses (1) through (3) above, as to such
guaranties, Guaranty Supplements, pledges, assignments, security
agreement supplements and security agreements being legal, valid
and binding obligations of each Loan Party party thereto
enforceable in accordance with their terms, (y) as to the matters
contained in clause (3) above, as to such recordings, filings, and
other actions being sufficient to create valid perfected Liens on
such properties, and (z) as to such other matters as the
Administrative Agent may reasonably request, and
	 
	 	     (5) at any time and from time to time, promptly execute and
deliver any and all further instruments and documents and take all
such other action as the Administrative Agent may deem necessary or
desirable in obtaining the full benefits of, or in perfecting and
preserving the Liens of, such guaranties, pledges, assignments,
security agreement supplements and security agreements.




		
	 	     (k) Further Assurances. (i) Promptly upon request by any Agent, or
any Lender Party through the Administrative Agent, in the case of each
Borrower, correct, and cause each of its Subsidiaries promptly to
correct, any material defect or error that may be discovered in any Loan
Document or in the execution, acknowledgment, filing or recordation
thereof, and




		
	 	     (ii) Promptly upon request by any Agent, or any Lender Party through
the Administrative Agent, in the case of each Borrower, do, execute,
acknowledge, deliver,



83






 





		
	 	record, re-record, file, re-file, register and
re-register any and all such further acts, deeds, conveyances, pledge
agreements, mortgages, deeds of trust, trust deeds, assignments,
financing statements and continuations thereof, termination statements,
notices of assignment, transfers, certificates, assurances and other
instruments as any Agent, or any Lender Party through the Administrative
Agent, may reasonably require from time to time in order to (A) carry out
more effectively the purposes of the Loan Documents, (B) to the fullest
extent permitted by applicable law, subject any Loan Party’s or any of
its Subsidiaries’ properties, assets, rights or interests to the Liens
now or hereafter intended to be covered by any of the Collateral
Documents, (C) perfect and maintain the validity, effectiveness and
priority of any of the Collateral Documents and any of the Liens intended
to be created thereunder and (D) assure, convey, grant, assign, transfer,
preserve, protect and confirm more effectively unto the Secured Parties
the rights granted or now or hereafter intended to be granted to the
Secured Parties under any Loan Document or under any other instrument
executed in connection with any Loan
Document to which any Loan Party or any of its Subsidiaries is or is
to be a party, and cause each of its Subsidiaries to do so.
	 
	 	     (l) Performance of Related Documents. Perform and observe, and
cause each of its Subsidiaries to perform and observe, all of the terms
and provisions of each Related Document to be performed or observed by
it, maintain each such Related Document in full force and effect (other
than in connection with a BRCOM Exchange and Oak Hill Refinancing to the
extent permitted by Section 5.02), enforce such Related Document in
accordance with its terms, take all such action to such end as may be
from time to time requested by the Administrative Agent and, upon request
of the Administrative Agent, make to each other party to each such
Related Document such demands and requests for information and reports or
for action CBI or any of its Subsidiaries is entitled to make under such
Related Document.
	 
	 	     (m) Preparation of Environmental Reports. Upon the occurrence of a
Default or other circumstances that may reasonably be likely to have a
Material Adverse Effect, at the request of the Administrative Agent,
provide to the Lender Parties within 60 days after such request, at the
expense of CBI, an environmental site assessment report in connection
with such Default or other circumstances for any of its or its
Subsidiaries’ properties described in such request, prepared by an
environmental consulting firm acceptable to the Administrative Agent,
indicating the presence or absence of Hazardous Materials and the
estimated cost of any compliance, removal or remedial action in
connection with any Hazardous Materials on such properties; without
limiting the generality of the foregoing, if the Administrative Agent
determines at any time that a material risk exists that any such report
will not be provided within the time referred to above, the
Administrative Agent may retain an environmental consulting firm to
prepare such report at the expense of CBI, and CBI hereby grants and
agrees to cause any Subsidiary that owns any property described in such
request to grant at the time of such request to the Agents, the Lender
Parties, such firm and any agents or representatives thereof an
irrevocable non-exclusive license, subject to the rights of tenants, to
enter onto their respective properties to undertake such an assessment.



84






 







		
	 	     (n) Compliance with Terms of Leaseholds. Make all payments and
otherwise perform all obligations in respect of all leases of real
property to which CBI or any of its Subsidiaries is a party, keep such
leases in full force and effect and not allow such leases to lapse or be
terminated or any rights to renew such leases to be forfeited or
cancelled, notify the Administrative Agent of any default by any party
with respect to such leases and cooperate with the Administrative Agent
in all respects to cure any such default, and cause each of its
Subsidiaries to do so, except, in any case, where the failure to do so,
either individually or in the aggregate, could not be reasonably likely
to have a Material Adverse Effect.
	 
	 	     (o) Interest Rate Hedging. Maintain in full force and effect each
of the interest rate Hedge Agreements in existence on the Effective Date
that were entered into pursuant to Section 5.01(o) of the Existing Credit
Agreement to the extent such Hedge
Agreements were required thereunder immediately prior to the
occurrence of the Effective Date.
	 
	 	     (p) Performance of Material Contracts. Perform and observe all the
terms and provisions of each Material Contract to be performed or
observed by it, maintain each such Material Contract in full force and
effect, enforce each such Material Contract in accordance with its terms,
take all such action to such end as may be from time to time requested by
the Administrative Agent and, upon request of the Administrative Agent,
make to each other party to each such Material Contract such demands and
requests for information and reports or for action as CBI or any of its
Subsidiaries is entitled to make under such Material Contract, and cause
each of its Subsidiaries to do so, except, in any case, where the failure
to do so, either individually or in the aggregate, could not be
reasonably likely to have a Material Adverse Effect.
	 
	 	     (q) [Intentionally Omitted].
	 
	 	     (r) Cash Management System. Maintain the cash management system with
BRFS LLC, as more particularly described in the attached Schedule 5.01(r)
(the “CBI Cash Management System”).
	 
	 	     (s) Separate Corporate Existence of Special Purpose Vehicles. Cause
Wireless Holdco (the “SPV”) to comply in all respects with the terms and
provisions of the corporate separateness covenants set forth in the
supplements to the Subsidiary Guaranties to which such SPV is a party as
if such covenants were set forth in full in this Agreement.
	 
	 	     (t) Separate Corporate Existence of BRCOM Group. With respect to
each Borrower, comply and cause each of its Subsidiaries to comply with
the following to the extent applicable to it:




		
	 	     (i) to the extent that any member of the BRCOM Group has cash,
each member of the BRCOM Group will maintain its own deposit
account or accounts, separate from those of the CBI Group, with
commercial banking institutions and ensure that its funds will not
be used for other than its corporate



85






 





		
	 	uses, nor will such funds be
commingled with the funds of any member of the CBI Group and vice
versa (except as contemplated by paragraph (r) above);
	 
	 	     (ii) each member of the BRCOM Group will maintain a separate
address from the address of any member of the CBI Group and vice
versa, or to the extent any members of the BRCOM Group have offices
in the same location as any members of the CBI Group, maintain a
fair and appropriate allocation of overhead costs among them, with
each such entity bearing its fair share of such expense;
	 
	 	     (iii) the BRCOM Group will issue separate financial statements
prepared not less frequently than quarterly and prepared in
accordance with GAAP (except for the omission of certain footnotes
and other presentation items
required by GAAP with respect to audited financial statements),
which financial statements need not be separately audited or
reviewed by an independent accounting firm;
	 
	 	     (iv) each member of the BRCOM Group will conduct its affairs
strictly in accordance with its certificate of formation and
limited liability company agreement (or similar constitutive
documents) and observe all necessary, appropriate and customary
company (or corporate) formalities, including, but not limited to,
holding all regular and special members’ and board of managers’ (or
stockholders’ and directors’ or other similar Persons) meetings
appropriate to authorize all company (or corporate) action, keeping
separate and accurate minutes of its meetings, passing all
resolutions or consents necessary to authorize actions taken or to
be taken, and maintaining accurate and separate books, records and
accounts, including, but not limited to, payroll and intercompany
transaction accounts, to the extent applicable;
	 
	 	     (v) other than as required under the Loan Documents or
pursuant to the terms of any documents governing any Existing Debt,
and except for any transaction of the type described on Schedule
1.01 and any non-cash transition arrangements or other related
services provided to or for the benefit of a buyer in connection
with a transaction permitted under Section 5.02(e)(ix), including
any CBI Sale Arrangements, each member of the BRCOM Group will
refrain from assuming or guaranteeing any of the liabilities or
pledging any of its assets for the benefit of any member of the CBI
Group and each member of the CBI Group will refrain from assuming
or guaranteeing any of the liabilities or pledging any of its
assets for the benefit of any member of the BRCOM Group or holding
out its credit as being available to satisfy the obligations of the
BRCOM Group;
	 
	 	     (vi) each member of the BRCOM Group will use its best efforts
to refrain from using the stationery of any member of the CBI Group
but instead effecting all written communications in its own name
(it being understood that it may use the same domain name for
electronic mail as members of the CBI Group) and vice versa; and



86






 







		
	 	     (vii) each member of the BRCOM Group will conduct all its
business in its own name and use its best efforts to avoid the
appearance that it is conducting business on behalf of any member
of the CBI Group and vice versa; provided that in the event either
Group conducts business on behalf of any member of the other Group,
such agency relationship shall be fully disclosed to applicable
third parties when acting in such capacity, in each case except for
any transaction of the type described on Schedule 1.01 and any
non-cash transition arrangements or other related services provided
to or for the benefit of a buyer in connection with a transaction
permitted under Section 5.02(e)(ix), including any CBI Sale
Arrangements.




		
	 	     (u) Minimum Liquidity Plan. In the event that the Minimum
Liquidity of CBI and its Subsidiaries is below $50,000,000 for more than
5 consecutive Business Days, (i) notify the Agents thereof in writing
within 3 Business Days after the end of such 5 Business Day period, (ii)
prepare a contingent liquidity plan for CBI to be delivered to the Agents
within 30 days after the date of such notification which plan shall
demonstrate to the reasonable satisfaction of the Agents the actions that
CBI will take to ensure that the Minimum Liquidity of CBI will be greater
than $50,000,000 through December 31, 2005 and (iii) meet with the Agents
to discuss the contingent liquidity plan and the finances of CBI as they
may reasonably request and provide the Agents access to the books and
records of CBI so that the Agents may complete such due diligence
analysis of the liquidity and finances of CBI as they reasonably deem
necessary.



          SECTION 5.02. Negative Covenants. So long as any Advance or any other
Obligation of any Loan Party under any Loan Document shall remain unpaid, any
Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder, no Borrower will, at any time:




		
	 	     (a) Liens, Etc. Create, incur, assume or suffer to exist, or permit
any of its Subsidiaries to create, incur, assume or suffer to exist, any
Lien on or with respect to any of its properties of any character
(including, without limitation, accounts) whether now owned or hereafter
acquired, or sign or file or suffer to exist, or permit any of its
Subsidiaries to sign or file or suffer to exist, under the Uniform
Commercial Code of any jurisdiction, a financing statement that names any
Borrower or any of its Subsidiaries as debtor, or sign or suffer to
exist, or permit any of its Subsidiaries to sign or suffer to exist, any
security agreement authorizing any secured party thereunder to file such
financing statement, or assign, or permit any of its Subsidiaries to
assign, any accounts or other right to receive income, except:




		
	 	     (i) Liens created under the Loan Documents;
	 
	 	     (ii) Permitted Liens;
	 
	 	     (iii) Liens existing on the date hereof and described on
Schedule 4.01(u) hereto;



87






 





		
	 	     (iv) purchase money Liens upon or in real property or
equipment acquired or held by such Borrower or any of its
Subsidiaries in the ordinary course of business to secure the
purchase price of such property or equipment or to secure Debt
incurred solely for the purpose of financing the acquisition,
construction or improvement of any such property or equipment to be
subject to such Liens, or Liens existing on any such property or
equipment at the time of acquisition (other than any such Liens
created in contemplation of such acquisition that do not secure the
purchase price), or extensions, renewals, refundings or
replacements of any of the foregoing for the same or a lesser
amount; provided, however, that no such Lien shall extend to or
cover any property other than the property or equipment being
acquired, constructed or
improved, and no such extension, renewal, refunding or
replacement shall extend to or cover any property not theretofore
subject to the Lien being extended, renewed, refunded or replaced
(except to the extent of financed construction or improvement); and
provided further that the aggregate principal amount of the Debt
secured by Liens permitted by this clause (iv) shall not exceed the
amount permitted under Sections 5.02(b)(iii)(B) and 5.02(b)(v)(B)
at any time outstanding;
	 
	 	     (v) Liens arising in connection with Capitalized Leases
permitted under Sections 5.02(b)(iii)(C) and 5.02(b)(v)(C);
provided that no such Lien shall extend to or cover any Collateral
or assets other than the assets subject to such Capitalized Leases;
	 
	 	     (vi) Liens (including financing statements and undertakings to
file financing statements) arising solely from precautionary
filings of financing statements under the Uniform Commercial Code
of the applicable jurisdiction in respect of equipment leases under
which the Borrowers or any of their Subsidiaries is the lessee;
provided that any such Lien in respect of any equipment lease is
limited to the equipment being leased under such lease and the
proceeds thereof;
	 
	 	     (vii) Leases, subleases, licenses and sublicenses of the type
referred to in Section 5.02(e)(vii) granted to third parties in the
ordinary course of business, in each case not interfering in any
respect with the Liens of the Administrative Agent or the Lenders
granted by the Loan Documents and not otherwise prohibited by the
terms of the Loan Documents;
	 
	 	     (viii) banker’s liens and rights of offset of the holders of
Debt of the Borrowers or any Subsidiary on monies deposited by the
Borrowers or any Subsidiary with such holders of Debt in the
ordinary course of business of the Borrowers or any such
Subsidiary;
	 
	 	     (ix) other Liens that do not, in the aggregate, attach to a
material portion of the assets of the Borrowers or any of their
Subsidiaries and do not secure obligations in an aggregate amount
in excess of $5,000,000;



88






 







		
	 	     (x) Liens for judgments not in excess of $30,000,000 for which
appropriate reserves have been maintained in accordance with GAAP
and Liens for judgments in excess of $30,000,000 in respect of
which (i) no enforcement proceedings have been commenced by any
creditor upon such judgment or (ii) there has been no period of 30
consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, has
not been in effect;
	 
	 	     (xi) Liens, leases and grants of indefeasible rights of use,
rights of use and similar rights in respect of capacity, dark fiber
and similar assets of CBI,
BRCOM and their Subsidiaries in the ordinary course of
business either existing as of the date hereof or as permitted
under Section 5.02(e)(i) or 5.02(e)(viii)(B);
	 
	 	     (xii) any Lien, lease or other grant on or of any assets of
CBI or its Subsidiaries other than assets constituting Collateral
under the Loan Documents that at the time created, incurred,
assumed or otherwise arising constituted or resulted from a
Permitted BRCOM Transaction so long as at such time no BRCOM Event
of Default specified under Section 7.03(b) shall have occurred with
respect to BRCOM or any of its Subsidiaries (other than a
proceeding in connection with a Prepackaged Plan or a sale
agreement executed prior to commencement of such proceedings which
agreement contemplates a sale of all or substantially all of the
assets of BRCOM and its Subsidiaries pursuant to Section 363 of the
Bankruptcy Code); and
	 
	 	     (xiii) any escrow arrangement funded with or constituted from
asset sale proceeds in respect of any agreement providing for
Permitted Obligations (including escrow arrangements under each of
the Escrow Agreements) and Liens on Acquired Assets (as defined in
the BCSI Sale Agreement) under the Security Agreement (as defined
in the BCSI Sale Agreement).




		
	 	     (b) Debt. Create, incur, assume or suffer to exist, or permit any
of its Subsidiaries to create, incur, assume or suffer to exist, any
Debt, except:




		
	 	     (i) in the case of CBI,




		
	 	     (A) Debt in respect of Hedge Agreements maintained under
Section 5.01(o) and other Hedge Agreements not in violation
of Section 5.02(n); provided that no Hedge Agreement with any
Person other than a Lender Party (or Affiliate of a Lender
Party) may be a Secured Hedge Agreement,
	 
	 	     (B) New Notes issued for cash (without duplication of
clause (E) below); provided that 100% of the Net Cash
Proceeds from the issuance of New Notes shall be applied to
prepay the Facilities, with such prepayment to be allocated
first ratably to the Term A Advances, the Term B Advances,
the Term C Advances and the Term D Advances and applied to
the remaining installments thereof pro rata and second to the
Revolving



89






 





		
	 	Credit Advances as set forth in clause 2.06(b)(vi)
(it being understood that all expenses or other amounts
deducted in determining the calculation of Net Cash Proceeds
from the issuance of New Notes at the same time shall be
applied equally over the total principal amount of the New
Notes being issued at such time); provided that the
Administrative Agent shall have received a certificate of a
Responsible Officer of CBI certifying that after giving
effect to such issuance, CBI and its Subsidiaries are on a
pro forma basis in compliance with Section 5.04 during the
Facilities Period,
	 
	 	     (C) Paid in kind interest in respect of the Oak Hill
Debt, the Junior Notes, and any other Debt permitted under
this Section,
	 
	 	     (D) Debt owed to a wholly owned Subsidiary of CBI
permitted under Section 5.02(f)(xi); provided that such Debt
(x) shall constitute Pledged Debt, (y) shall be on terms
acceptable to the Agents and (z) if evidenced by promissory
notes, shall be in form and substance satisfactory to the
Agents and such promissory notes shall be pledged as security
for the Obligations of the holder thereof under the Loan
Documents to which such holder is a party and delivered to
the Administrative Agent pursuant to the terms of the
Security Agreements; provided further, however, that CBI may
not incur such Debt to service Debt under the New Notes or
make payments in respect of Other Permitted Equity if a
Blocking Event has occurred and is continuing,
	 
	 	     (E) Debt in respect of the Junior Notes and any Debt
extending the maturity of, or refunding, renewal or
refinancing, in whole or in part, the Junior Notes, provided
that the terms of any such extending, refunding, renewal or
refinancing Debt, and of any agreement entered into and of
any instrument issued in connection therewith, are otherwise
permitted by the Loan Documents, provided further that (1)
the principal amount of such Debt shall not be increased
above the principal amount thereof outstanding (plus accrued
interest and fees thereon) immediately prior to such
extension, refunding, renewal or refinancing, (2) the direct
and contingent obligors therefor shall not be changed, as a
result of or in connection with such extension, refunding,
renewal or refinancing, (3) such Debt as so refunded,
refinanced or renewed shall not mature prior to the stated
maturity date or mandatory redemption date of the Junior
Notes being so extended, refunded, refinanced or renewed, (4)
such extended, refunded, renewed or refinanced Debt shall be
subordinated to the Obligations under the Facilities to at
least the same extent as the Junior Notes, (5) such Debt as
so refunded, refinanced or renewed shall not contain any
grant of collateral or rights to collateral or any covenants
or defaults that are more restrictive, or subordination terms
that are more narrow, in any material respect than the terms
of the Junior Notes being so extended, refunded, refinanced
or renewed, and (6) such Debt as so refunded, refinanced or



90






 





		
	 	renewed will not provide any put, redemption or prepayment
right, or any amortization or maturity date, prior to the end
of the Facilities Period,
	 
	 	     (F) Debt in respect of the Refinancing Notes; provided
such Refinancing Notes are issued on terms and conditions not
materially less favorable to the Lender Parties than those
set forth in the final version of the “Description of Notes”
posted to the CBI IntraLinks website by the Administrative
Agent on November 7, 2003 for review by the Lender Parties,
and any Debt extending the maturity of, or refunding, renewal
or refinancing, in whole or in part, the Refinancing Notes;
provided that the
terms of any such extending, refunding, renewal or
refinancing Debt, and of any agreement entered into and of
any instrument issued in connection therewith, are otherwise
permitted by the Loan Documents; provided further that (1)
the principal amount of such Debt shall not be increased
above the principal amount thereof outstanding (plus accrued
interest and fees thereon) immediately prior to such
extension, refunding, renewal or refinancing, (2) the direct
and contingent obligors therefor shall not be changed, as a
result of or in connection with such extension, refunding,
renewal or refinancing, (3) such Debt as so refunded,
refinanced or renewed shall not mature prior to the stated
maturity date or mandatory redemption date of the Refinancing
Notes being so extended, refunded, refinanced or renewed, (4)
such extended, refunded, renewed or refinanced Debt shall be
subordinated to the Obligations under the Facilities to at
least the same extent as the Refinancing Notes, (5) such Debt
as so refunded, refinanced or renewed shall not contain any
grant of collateral or rights to collateral or any covenants
or defaults that are more restrictive, or subordination terms
that are more narrow, in any material respect than the terms
of the Refinancing Notes being so extended, refunded,
refinanced or renewed, and (6) such Debt as so refunded,
refinanced or renewed will not provide any put, redemption or
prepayment right, or any amortization or maturity date, prior
to the end of the Facilities Period, and
	 
	 	     (G) Debt of CBI incurred in connection with a BRCOM
Exchange including Debt of CBI issued to a third party
provided that the proceeds of such Debt are applied to the
prepayment or retirement of the BRCOM Senior Subordinated
Notes (and any Debt extending the maturity of, or refunding,
renewing or refinancing, in whole or in part, such Debt of
CBI, provided that the terms of any such extending,
refunding, renewal or refinancing Debt, and of any agreement
entered into and of any instrument issued in connection
therewith, satisfy the requirements set forth in clause (E)
above with each reference therein to Junior Notes being
replaced with a reference to the Debt under this clause (F));
provided that such Debt (v) contains only pay in kind
interest payment obligations during the Facilities Period,
(w) is not convertible or exchangeable for any Equity
Interests other than common stock of CBI, (x) the aggregate
amount of cash paid in



91






 





		
	 	respect of redemptions, repayments or
fees in connection with all BRCOM Exchanges shall not exceed
the amounts agreed to in writing by CBI and the Agents and
(y) any instrument or agreement evidencing such Debt entered
into in connection with any BRCOM Exchange will not contain
any grant of collateral or rights to collateral or any
covenants or defaults that are more restrictive, or
subordination terms that are more narrow (e.g., no less
favorable to the Lender Parties), in any material respect
than the terms of the Oak Hill Indenture and will not provide
any put, redemption or prepayment right, or any amortization
or maturity date, prior to the end of the Facilities Period;




		
	 	     (ii) in the case of any Subsidiary of CBI (including BRCOM and
its Subsidiaries), Debt owed to CBI or to a wholly owned Subsidiary
of CBI, provided that, in each case, such Debt (A) shall constitute
Pledged Debt, (B) shall be on terms acceptable to the Agents, (C)
if evidenced by promissory notes, in form and substance
satisfactory to the Agents and such promissory notes shall be
pledged as security for the Obligations of the holder thereof under
the Loan Documents to which such holder is a party and delivered to
the Administrative Agent pursuant to the terms of the Security
Agreements and (D) in the case of BRCOM or any of its Subsidiaries,
the incurrence of such Debt is permitted under Section
5.02(f)(xiii); and
	 
	 	     (iii) in the case of CBI and its Subsidiaries other than
Wireless LLC,




		
	 	     (A) Debt under the Loan Documents,
	 
	 	     (B) Debt secured by Liens permitted by Section
5.02(a)(iv) not to exceed $75,000,000 in aggregate principal
amount at any time outstanding; provided that any Debt
outstanding under this clause (B) of a type described in
Section 5.02(b)(v)(B), will automatically reduce the amount
of Debt of such type permitted to be outstanding at such time
under Section 5.02(b)(v)(B),
	 
	 	     (C) Capitalized Leases not to exceed in the aggregate
$125,000,000 at any time outstanding, and to the extent
included in “Capitalized Leases” for purposes of GAAP, IRUs
incurred in the ordinary course of business; provided that
any Debt outstanding under this clause (C) of a type
described in Section 5.02(b)(v)(C), will automatically reduce
the amount of Debt of such type permitted to be outstanding
at such time under Section 5.02(b)(v)(C),
	 
	 	     (D) the Surviving Debt (other than Debt under (iii)(C)
above), and any Debt extending the maturity of, or refunding,
renewal or refinancing, in whole or in part, any Surviving
Debt, provided that the terms of any such extending,
refunding, renewal or refinancing Debt, and of any agreement
entered into and of any instrument issued in connection
therewith, are otherwise permitted by the Loan Documents,
provided



92






 





		
	 	further that (1) the principal amount of such
Surviving Debt shall not be increased above the principal
amount thereof outstanding (plus accrued interest and fees
thereon) immediately prior to such extension, refunding,
renewal or refinancing, (2) the direct and contingent
obligors therefor shall not be changed, as a result of or in
connection with such extension, refunding, renewal or
refinancing, (3) such Surviving Debt as so refunded,
refinanced or renewed shall not mature prior to the stated
maturity date or mandatory redemption date of the Surviving
Debt being so extended, refunded, refinanced or renewed, (4)
if the Surviving Debt being so extended, refunded, refinanced
or renewed is subordinated in right of
payment or otherwise to the Obligations of the Borrowers
or any of their Subsidiaries under and in respect of the Loan
Documents, such extended, refunded, renewed or refinanced
Surviving Debt shall be subordinated to such Obligations to
at least the same extent, (5) such Surviving Debt as so
refunded, refinanced or renewed shall not contain any grant
of collateral or rights to collateral or any covenants or
defaults that are more restrictive, or subordination terms
that are more narrow, in any material respect than the terms
of the Surviving Debt being so extended, refunded, refinanced
or renewed and (6) such Surviving Debt as so refunded,
refinanced or renewed will not provide any put, redemption or
prepayment right, or any amortization or maturity date, prior
to the end of the Facilities Period,
	 
	 	     (E) unsecured Debt incurred in the ordinary course of
business for borrowed money or for the deferred purchase
price of property or services, maturing after the Final
Maturity Date of the Term D Facility, and aggregating, on a
Consolidated basis, not more than $65,000,000 in aggregate
principal amount at any one time outstanding,
	 
	 	     (F) endorsement of negotiable instruments for deposit or
collection or similar transactions in the ordinary course of
business,
	 
	 	     (G) unsecured short-term Debt in an aggregate principal
amount not to exceed $20,000,000,
	 
	 	     (H) Contingent Obligations of CBI or any of its
Subsidiaries that are Subsidiary Guarantors guaranteeing all
or any portion of the outstanding Obligations of any of the
other Loan Parties other than in connection with the BRCOM
Exchange; provided that (i) such Obligations are not
otherwise prohibited under the terms of the Loan Documents
and such Contingent Obligations are unsecured or (ii) in the
case of such outstanding Contingent Obligations in respect of
obligations of BRCOM or any of its Subsidiaries, such
Contingent Obligations are permitted under Section
5.02(f)(xiii),
	 
	 	     (I) Debt consisting of debits and credits among the
Subsidiaries of CBI arising under the CBI Cash Management
System,



93






 







		
	 	     (J) Debt of one or more Foreign Subsidiaries arising in
the ordinary course of business in an aggregate principal
amount not to exceed $5,000,000 at any time outstanding;
provided that all such Debt incurred pursuant to this
subclause (K) shall be nonrecourse in all respects to the
property and assets of the Loan Parties and their
Subsidiaries (other than one or more of the Foreign
Subsidiaries),
	 
	 	     (K) Debt consisting of guaranties of the obligations of
CBI under the Junior Notes and the Refinancing Notes,
	 
	 	     (L) Debt constituting Permitted Obligations, and
	 
	 	     (M) Debt that at the time created, incurred, assumed or
otherwise arising constituted a Permitted BRCOM Transaction
so long as at such time no BRCOM Event of Default specified
under Section 7.03(b) shall have occurred with respect to
BRCOM or any of its Subsidiaries (other than a proceeding in
connection with a Prepackaged Plan or a sale agreement
executed prior to commencement of such proceedings which
agreement contemplates a sale of all or substantially all of
the assets of BRCOM and its Subsidiaries pursuant to Section
363 of the Bankruptcy Code); and
	 
	 	(iv) in the case of Wireless LLC,




		
	 	     (A) Debt relating to the acquisition of the Spectrum
Assets not to exceed $60,000,000 in aggregate principal
amount at any time outstanding,
	 
	 	     (B) Capitalized Leases, Debt secured by Liens permitted
by Section 5.02 (a)(iv) or unsecured Debt, in the case of
such unsecured Debt, maturing after the Final Maturity Date
of the Term D Facility, in the ordinary course of business
for borrowed money or for the deferred purchase price of
property or services, not to exceed $50,000,000 in aggregate
principal amount at any time outstanding under this clause
(B), provided that any Debt outstanding under this clause (B)
of a type described in Section 5.02(b)(iii)(B), (C) or (E),
as the case may be, will automatically reduce the amount of
Debt of such type permitted to be outstanding at such time
under such clause (B), (C) or (E), as applicable,
	 
	 	     (C) Debt of the type and subject to the restrictions set
forth in Sections 5.02(b)(ii) and 5.02(b)(iii)(F) and (I),
and
	 
	 	     (D) Debt (x) existing on May 1, 2002 and (y)
refinancings of such Debt, in the case of clause (y), subject
to the restrictions set forth in Section 5.02(b)(iii)(D)
except that no Surviving Debt to be refinanced pursuant to
this clause (D) that is owed to CBI or to a Subsidiary of CBI
may be refinanced with Debt owed to a Person other than a
Subsidiary of



94






 





		
	 	CBI; provided that any Debt outstanding at any
time under clause (x) of a type described in any clause of
Section 5.02(b)(iii) will automatically reduce the amount of
Debt of such type permitted to be outstanding at such time
under such clause of Section 5.02(b)(iii), as applicable.
	 
	 	     (v) in the case of BRCOM and its Subsidiaries,




		
	 	          (A) Debt under the Loan Documents,
	 
	 	          (B) Debt secured by Liens permitted by Section
5.02(a)(iv) existing on the Effective Date not to exceed
$75,000,000 in aggregate principal amount at any time
outstanding, provided that any Debt outstanding under this
clause (B) of a type described in Section 5.02(b)(iii)(B),
will automatically reduce the amount of Debt of such type
permitted to be outstanding at such time under Section
5.02(b)(iii)(B),
	 
	 	          (C) Capitalized Leases existing on the Effective Date
not to exceed in the aggregate $125,000,000 at any time
outstanding, and to the extent included in “Capitalized
Leases” for purposes of GAAP, IRUs incurred in the ordinary
course of business provided that any Debt outstanding under
this clause (C) of a type described in Section
5.02(b)(iii)(C), will automatically reduce the amount of Debt
of such type permitted to be outstanding at such time under
Section 5.02(b)(iii)(C),
	 
	 	          (D) the Surviving Debt (other than Debt under Section
5.02(b)(v)(C) above), and any Debt extending the maturity of,
or refunding, renewal or refinancing, in whole or in part,
any Surviving Debt, provided that the terms of any such
extending, refunding, renewal or refinancing Debt, and of any
agreement entered into and of any instrument issued in
connection therewith, are otherwise permitted by the Loan
Documents, provided further that (1) the principal amount of
such Surviving Debt shall not be increased above the
principal amount thereof outstanding (plus accrued interest
and fees thereon) immediately prior to such extension,
refunding, renewal or refinancing, (2) the direct and
contingent obligors therefor shall not be changed, as a
result of or in connection with such extension, refunding,
renewal or refinancing (other than in connection with a BRCOM
Exchange), (3) such Surviving Debt as so refunded, refinanced
or renewed shall not mature prior to the stated maturity date
or mandatory redemption date of the Surviving Debt being so
extended, refunded, refinanced or renewed, (4) if the
Surviving Debt being so extended, refunded, refinanced or
renewed is subordinated in right of payment or otherwise to
the Obligations of the Borrowers or any of their Subsidiaries
under and in respect of the Loan Documents, such extended,
refunded, renewed or refinanced Surviving Debt shall be
subordinated to such Obligations to at least the same extent,
(5) such Surviving Debt as so refunded, refinanced or renewed
shall not contain



95






 





		
	 	any grant of collateral or rights to
collateral or any covenants or defaults that are more
restrictive, or subordination terms that are more narrow, in
any material respect than the terms of the Surviving Debt
being so extended, refunded, refinanced or renewed and (6)
such Surviving Debt as so refunded, refinanced or renewed
will not provide any put, redemption or prepayment right, or
any amortization or maturity date, prior to the end of the
Facilities Period,
	 
	 	          (E) Debt in respect of intercompany notes issued by
BRCOM or its Subsidiaries to any member of the CBI Group,
	 
	 	          (F) Debt under the Escrow Agreements or under the
Security Agreement (as defined in the BCSI Sale Agreement)
and all joint and several obligations of the Sellers (as
defined in the BCSI Sale Agreement) under the BCSI Sale
Agreement,
	 
	 	          (G) endorsement of negotiable instruments for deposit or
collection or similar transactions in the ordinary course of
business,
	 
	 	          (H) Debt consisting of debits and credits among BRCOM
and its Subsidiaries arising under the CBI Cash Management
System,
	 
	 	          (I) unsecured Debt in an amount not to exceed
$10,000,000, and
	 
	 	          (J) Capitalized Leases and vendor financing entered into
after the Effective Date not to exceed in the aggregate
$10,000,000 at any time outstanding.




		
	 	     (c) Change in Nature of Business. Make, or permit any of its
Subsidiaries to make, any material change in the nature of its business
as carried on at the date hereof, it being agreed that no transaction
under Section 5.02(e)(ix) shall constitute such a change.
	 
	 	     (d) Mergers, Etc. Merge into or consolidate with any Person or
permit any Person to merge into it, or permit any of its Subsidiaries to
do so, except that:




		
	 	     (i) any Subsidiary of CBI may merge into or consolidate with
any other Subsidiary of CBI and any Subsidiary of BRCOM may merge
into or consolidate with any other Subsidiary of BRCOM, provided
that, in the case of any such merger or consolidation, the Person
formed by such merger or consolidation shall be a wholly owned
Subsidiary of CBI or BRCOM, as the case may be, provided further
that, in the case of any such merger or consolidation to which a
Subsidiary Guarantor is a party, the Person formed by such merger
or consolidation shall be a Subsidiary Guarantor (or, any
transaction to which BCSI is a party, a Borrower);



96






 







		
	 	     (ii) CBI may merge with or into any wholly owned Subsidiary of
CBI that is formed solely for the purpose of effecting a corporate
name change and the transfer of related intellectual property,
provided that CBI is the surviving corporation in respect of such
merger;
	 
	 	     (iii) (A) after the consummation of a sale of all or
substantially all of the assets of BRCOM and its Subsidiaries in
accordance with Section 5.02(e)(ix) or the consummation of a
confirmed plan of reorganization under Chapter 11 of the Federal
Bankruptcy Code with respect to BRCOM, Cincinnati Bell Any
Distance, Inc. may merge with or into Broadwing
Telecommunications Inc.; provided that the surviving corporation in
respect of such merger shall be deemed to be a Subsidiary of CBI
for all purposes hereunder notwithstanding that it may be a
Subsidiary of BRCOM, and CBI shall deliver written notice to the
Administrative Agent to that effect, and (B) after the disposition
by Cincinnati Bell Technologies Solutions Inc. (“CBTS”) of
substantially all its BRCOM- related businesses, CBI may, in its
discretion, by written notice to the Administrative Agent, specify
that CBTS shall be deemed to be a Subsidiary of CBI for all
purposes hereunder and under the Loan Documents notwithstanding
that it may be a Subsidiary of BRCOM, and from and after the
delivery of such notice CBTS shall be so deemed;
	 
	 	     (iv) any Mutual Subsidiary may merge into another Mutual
Subsidiary or into BCSI, and
	 
	 	     (v) following the completion of a BRCOM Exchange in respect of
66 2/3% or more of the outstanding BRCOM Exchangeable Preferred
Stock, BRCOM may merge with a newly formed special purpose
Subsidiary of CBI, provided that the surviving corporation in
respect of such merger shall be deemed to be BRCOM for all purposes
hereunder, including without limitation, the covenants set forth in
Section 5.01(t);
	 
	 	provided, however, that in each case, immediately after giving
effect thereto, no event shall occur and be continuing that
constitutes a Default and, in the case of any such merger to which
BCSI is a party, BCSI is the surviving corporation.




		
	 	     (e) Sales, Etc., of Assets. Sell, lease, transfer or otherwise
dispose of, or permit any of its Subsidiaries to sell, lease, transfer or
otherwise dispose of, any assets, or grant any option or other right to
purchase, lease or otherwise acquire any assets other than Inventory to
be sold in the ordinary course of its business, except:




		
	 	     (i) dispositions of inventory in the ordinary course of its
business, including, without limitation, fiber swaps and capacity
swaps in the ordinary course of business;
	 
	 	     (ii) dispositions of equipment which, in the aggregate during
any Fiscal Year, have a fair market value or book value, whichever
is greater, of $250,000 or less;



97






 







		
	 	     (iii) dispositions of property that is substantially worn,
damaged, obsolete or, in the reasonable judgment of the applicable
Borrower, no longer best used or useful in the conduct of its
business or operations or that of any of its Subsidiaries;
	 
	 	     (iv) transfers of assets necessary to give effect to merger or
consolidation transactions permitted by Section 5.02(d); provided,
however, that
no assets shall be transferred hereunder by any Loan Party to
CBT or its Subsidiaries in an amount exceeding $1,000,000 in book
value of assets;
	 
	 	     (v) the disposition of cash or investment securities in the
ordinary course of management of the investment portfolio of the
applicable Borrower and its Subsidiaries and any disposition of any
Investment acquired as consideration received in respect of or as a
result of any transaction under Section 5.02(e)(ix);
	 
	 	     (vi) the sale or discount without recourse of delinquent
accounts receivable or notes receivable for collection purposes, or
the conversion or exchange of delinquent accounts receivable into
or for notes receivable in connection with the compromise or
collection thereof, each in the ordinary course of business and not
intended to constitute a financing arrangement;
	 
	 	     (vii) operating leases entered into in the ordinary course of
business and subleases of real property and licenses of
intellectual property in the ordinary course of its business, in
each case, not intended to constitute a financing arrangement;
	 
	 	     (viii) so long as immediately before and after giving effect
to such asset sale, no event shall occur and be continuing that
constitutes a Default, Restricted Asset Dispositions. “Restricted
Asset Dispositions” means




		
	 	     (A) any sale of assets of CBI and its Subsidiaries not
otherwise permitted to be sold, leased, transferred or
disposed of pursuant to this Section 5.02(e) so long as the
fair market value of all of the property and assets of CBI
and its Subsidiaries so sold, leased, transferred or
otherwise disposed of pursuant to this clause (viii) does not
exceed $50,000,000 per annum, provided, that (x) the gross
proceeds received from any such sale shall be at least equal
to the fair market value of the property and assets so sold,
leased, transferred or otherwise disposed of, determined at
the time of such sale, lease, transfer or other disposition
and (y) at least 80% of the value of the aggregate
consideration received from any such sale, lease, transfer or
other disposition shall be in cash and shall be received
within 5 Business Days after the date of consummation of such
transaction; or




		
	 	     (B) any sale of or granting of any interest in dark
fiber or IRUs in dark fiber or fiber capacity, provided (i)
that such sale or granting would not result in CBI and its
Subsidiaries having the cumulative indefeasible right to use
the telecommunications capacity on less than 12 Backbone



98






 





		
	 	Fibers, and (ii) that the Responsible Officers or Board of
Directors, as the case may be, of CBI has determined in good
faith that the disposition of the fiber capacity involved in
such sale or granting would not cause a shortage of fiber
capacity to CBI or any of its Subsidiaries that would
interfere with CBI’s or any of its Subsidiaries’ ability to
continue to provide telecommunications services at the then
current level and those levels projected over the term of
this Agreement,




		
	 	provided that, CBI shall, on the date of receipt by any Loan Party
or any of its Subsidiaries of the Net Cash Proceeds from any such
sale, lease, transfer, or other disposition pursuant to this
subclause (viii), prepay the Advances pursuant to, and in the
amount and order of priority set forth in, Section 2.06(b)(ii), as
specified therein unless such Net Cash Proceeds in an amount not to
exceed $20,000,000 in any Fiscal Year are reinvested in the
existing lines of business as of the Effective Date of CBI and its
Subsidiaries with reasonable promptness and, in any event, not
later than 3 months from the date of receipt thereof. The failure
of CBI to prepay the Advances with such Net Cash Proceeds on the
date of receipt of such proceeds shall constitute a representation
by CBI as of such date that the Net Cash Proceeds from such sale,
lease, transfer or other disposition will be reinvested in the
existing lines of business of CBI and its Subsidiaries with
reasonable promptness and, in any event, not later than 3 months
from the date of receipt thereof and that such reinvested Net Cash
Proceeds do not exceed $20,000,000 in aggregate for such Fiscal
Year. The quarterly compliance certificate of the Chief Financial
Officer of CBI delivered pursuant to Section 5.03(c) shall contain
a certification by such officer that all such Net Cash Proceeds
received during such fiscal quarter from each asset sale pursuant
to this subclause (viii) will be so reinvested within such time
period and all such Net Cash Proceeds so reinvested during such
Fiscal Year do not exceed such dollar limit. A Responsible Officer
of CBI shall notify the Administrative Agent in writing on the date
of receipt of such Net Cash Proceeds in the event that such Net
Cash Proceeds will not be so reinvested within such 3 month period
or if the amount of reinvested Net Cash Proceeds exceeds
$20,000,000 in such Fiscal Year and such Net Cash Proceeds shall be
applied within 3 Business Days following receipt of such Net Cash
Proceeds to prepay the Advances outstanding at such time pursuant
to, and in the amount and order of priority set forth in Section
2.06(b)(ii);




		
	 	     (ix) the sale, lease, transfer or other disposition in one or
more transactions of all or substantially all of the assets of
BRCOM and its Subsidiaries for cash or other consideration and/or
the assumption of liabilities of BRCOM and its Subsidiaries;
provided that:




	 	 	 	 	 
	 	 	
(A)
	 	so long as no BRCOM Event of Default
specified under Section 7.03(b) shall have occurred with
respect to BRCOM or any of its Subsidiaries (other than
a proceeding in connection with a Prepackaged Plan or a
sale agreement executed prior to commencement of such
proceedings which agreement



99






 




	 	 	 	 	 
	 	 	 	 	contemplates a sale of all
or substantially all of the assets of BRCOM and its
Subsidiaries pursuant to Section 363 of the Bankruptcy
Code), promptly after the determination of the BRCOM Net
Cash Proceeds in respect thereof, 60% of the BRCOM Net
Cash Proceeds from any such disposition shall be applied
to prepay the Advances in the order of priority set
forth in Section 2.06(b)(ii),
	 	 	 	 	 
	 	 	
(B)
	 	if a BRCOM Event of Default specified
under Section 7.03(b) (other than a proceeding in
connection with a Prepackaged Plan or a sale agreement
executed prior to commencement of such proceedings which
agreement contemplates a sale of all or substantially
all of the assets of BRCOM and its Subsidiaries pursuant
to Section 363 of the Bankruptcy Code) shall have
occurred and be continuing with respect to BRCOM or any
of its Subsidiaries, promptly after the determination of
the BRCOM Net Cash Proceeds in respect thereof, 100% of
the Net Cash Proceeds from any such disposition shall be
applied to prepay the Advances in the order of priority
set forth in Section 2.06(b)(ii),
	 	 	 	 	 
	 	 	
(C)
	 	the remaining 40% of BRCOM Net Cash
Proceeds (together with any unused portion of the BRCOM
Maximum Investment) may be applied (x) to the prepayment
of the BRCOM Senior Subordinated Notes and the BRCOM 12
1/2% Senior Notes and (y) to amounts paid in connection
with a BRCOM Exchange to the extent permitted under
Section 5.02(u),
	 	 	 	 	 
	 	 	
(D)
	 	collected cash balances remaining at
BRCOM and its Subsidiaries on the first anniversary of
such disposition that are not required in the ongoing
business of BRCOM and its Subsidiaries and are not being
held in reserves taken in respect of good faith
estimates of amounts that may be required to be paid in
respect of non-discharged liabilities or claims in the
future shall be applied to prepay the Advances in the
order of priority set forth in Section 2.06(b)(ii),
	 	 	 	 	 
	 	 	
(E)
	 	CBI may retain part of the Net Cash
Proceeds for the payment of current ordinary course
operating expense obligations of BRCOM and its
Subsidiaries and in respect of reserves in accordance
with GAAP for good faith estimates of amounts that may
be required to be paid in respect of non-discharged
liabilities or claims in the future; provided that (w)
CBI shall advise the Administrative Agent of the
aggregate amount so retained, (x) such amounts shall be
applied to prepay Revolving Credit Borrowings (without
any reduction of the Revolving Credit Commitments) and a
portion of the Revolving Credit Commitments (the
“Reserved Commitments”) equal to such amount shall
thereafter be available solely for the uses specified in
this paragraph (E) or to prepay the



100






 




	 	 	 	 	 
	 	 	 	 	Advances in the
order of priority set forth in Section 2.06(b)(ii) (it
being understood that if CBI intends that any portion of
the Revolving Credit Borrowing is to be used for any
such purpose it shall give the Administrative Agent
written notice of the amount thereof to be so used and
the amount of the Reserved Commitments remaining after
giving effect to such use), (y) at the time CBI
determines that all such operating expenses or such non-
discharged liabilities or contingent liabilities are
actually paid or otherwise satisfied, CBI shall so
advise the Administrative Agent and shall make a
request for a Revolving Credit Borrowing in the amount
of the unused portion of the Reserved Commitments and
shall apply the proceeds of such Borrowing to prepay
the Advances in the order of priority set forth in
Section 2.06(b)(ii), and (z) from time to time, if CBI
determines that the unused portion of the Reserved
Commitments exceeds the amount of all such operating
expenses or such non-discharged liabilities or
contingent liabilities that have not at such time yet
been paid or otherwise satisfied, CBI may so advise the
Administrative Agent and make a request for a Revolving
Credit Borrowing in the amount of such excess and apply
the proceeds of such Borrowing to prepay the Advances
in the order of priority set forth in Section
2.06(b)(ii), provided further that (1) upon the
occurrence of a Default under Section 7.01(a), (f) or
7.03(b) or an Event of Default, a request for a
Revolving Credit Borrowing shall automatically be
deemed to have been made by CBI in an amount equal to
the amount of Reserved Commitments or (2) upon the
request of the Agents upon the occurrence of any other
Default (other than a Default specified in clause (1)
above) or in the event that the Minimum Liquidity
(including the amount of the Reserved Commitments) is
less than $50,000,000, CBI shall make a request for a
Revolving Credit Borrowing in an amount equal to such
Reserved Commitments and upon such request or deemed
request, (x) the proceeds of such Revolving Credit
Borrowing shall be deposited by CBI to a deposit
account maintained with the Administrative Agent in
which the Administrative Agent, for the benefit of the
Lender Parties, has a security interest pursuant to the
terms of the Security Agreements, and (y) such funds
will be held in such deposit account as Collateral for
the Obligations hereunder pursuant to the terms of the
Security Agreements; provided still further that (x) so
long as no Default under Section 7.01(a), (f) or
7.03(b) or Event of Default exists, CBI may withdraw
funds from such account in accordance with the terms of
the Security Agreements for the uses specified in this
paragraph (E) or to prepay the Advances in the order of
priority set forth in Section 2.06(b)(ii) and (y) if,
at the time such operating expenses or such
non-discharged liabilities or contingent liabilities
are




101










 




	 	 	 	actually paid or otherwise satisfied, the amount of the
funds reserved therefor exceeds the amount paid or
otherwise satisfied, then CBI shall prepay the Advances
in accordance with Section 2.06(b)(ii) in an amount
equal to such excess reserve, and
	 
	 	(F)	 	CBI shall use commercially reasonable
efforts to dispose of any consideration (other than
cash, assumption of liabilities and any Equity Interest
in C III Communications, LLC, or any Affiliate thereof
not to exceed 5% of the total Equity Interests
outstanding of such issuance, in connection with the
BCSI Sale Agreement) received in respect of such sale,
lease, transfer or other disposition for cash as
promptly as reasonably practicable and for fair value
subject to restrictions on sales of such non-cash assets
contained in any agreement or instrument in respect of
such non-cash asset and shall promptly thereafter prepay
the Advances in accordance with Section 2.06(b)(ii) in
an amount equal to 60% of such BRCOM Net Cash Proceeds;
and




		
	 	     (x) any sale, lease, transfer or other disposition of any
asset of CBI and its Subsidiaries that constituted or resulted from
a Permitted BRCOM Transaction so long as at such time no BRCOM
Event of Default specified under Section 7.03(b) shall have
occurred with respect to BRCOM or any of its Subsidiaries (other
than a proceeding in connection with a Prepackaged Plan or a sale
agreement executed prior to commencement of such proceedings which
agreement contemplates a sale of all or substantially all of the
assets of BRCOM and its Subsidiaries pursuant to Section 363 of the
Bankruptcy Code).




		
	 	     (f) Investments in Other Persons. Make or hold, or permit any of
its Subsidiaries to make or hold, any Investment in any Person, unless
such investment satisfies the requirements of one or more of (i) through
(xiv) below:




		
	 	     (i) equity Investments by CBI and its Subsidiaries (including
BRCOM and its Subsidiaries) in their Subsidiaries outstanding on
the date hereof and (A) additional investments in wholly owned
Subsidiaries of CBI that are Subsidiary Guarantors, (B) additional
investments in Excluded Entities other than the Mutual Subsidiaries
in an aggregate amount invested from January 12, 2000 not to exceed
$10,000,000, (C) additional investments in Foreign Subsidiaries in
an aggregate amount invested from January 12, 2000 not to exceed
$2,000,000, and (D) additional investments in Cincinnati Bell
Wireless LLC (x) in an aggregate amount invested from January 12,
2000 not to exceed $25,000,000 and (y) other investments resulting
in it or its Subsidiaries owning the Spectrum Assets;




		
	 	     (ii) loans and advances to employees in the ordinary course of
the business of CBI and its Subsidiaries as presently conducted in
an aggregate principal amount not to exceed $25,000,000 at any time
outstanding; provided, however, for purposes of this Section,
“advances” will not restrict advances for



102






 







		
	 	travel expenses to employees advanced and repaid in the
ordinary course of business; provided further that such loans and
advances are made in compliance with Section 5.01(t)(iv);




		
	 	     (iii) Investments by CBI and its Subsidiaries (including BRCOM
and its Subsidiaries) in Cash Equivalents;




		
	 	     (iv) Investments existing on the date hereof and described on
Schedule 4.01(v) hereto;




		
	 	     (v) Investments by CBI in Hedge Agreements permitted under
Section 5.02(b)(i)(A);




		
	 	     (vi) Investments consisting of intercompany Debt permitted
under Section 5.02(b)(ii);




		
	 	     (vii) other Investments made prior to May 1, 2002 and other
Investments made on or after May 1, 2002 (other than Investments in
CBI and the Mutual Subsidiaries made after April 15, 2002) in an
aggregate amount invested not to exceed $25,000,000 at any time
with Investments valued, in the case of each Investment, at the
time such Investment is made less the aggregate amount of
Investments made under Section 5.02(f)(viii) (it being understood
that any Investment may continue to be held if permitted when made
notwithstanding subsequent changes in the value of such
Investment), provided that with respect to Investments made under
this clause (vii): (1) any newly acquired or organized Subsidiary
of CBI or any of its Subsidiaries shall be a wholly owned
Subsidiary of CBI or its Subsidiaries; (2) immediately before and
after giving effect thereto, no Default shall have occurred and be
continuing or would result therefrom; (3) any company or business
acquired or invested in pursuant to this clause (vii) shall be in
the same line of business (or a related line of business) as the
business of CBI or any of its Subsidiaries; (4) immediately after
giving effect to the acquisition of a company or business pursuant
to this clause (vii), CBI shall be in pro forma compliance with the
covenants contained in Section 5.04, calculated based on the
financial statements most recently delivered to the Lender Parties
pursuant to Section 5.03 and as though such acquisition had
occurred at the beginning of the four-quarter period covered
thereby, as evidenced by a certificate of the Chief Financial
Officer of CBI delivered to the Lender Parties demonstrating such
compliance; (5) CBI and/or its Subsidiaries and such newly created
or acquired Subsidiary shall comply with the requirements of
5.01(j); (6) any Investment made under this clause (vii) that is
not an acquisition of an Equity Interest shall be made by a
Subsidiary of CBI that is a Subsidiary Guarantor; and (7) no
Investment made under this clause (vii) may be made in BRCOM or any
of its Subsidiaries unless such Investment is a Permitted BRCOM
Transaction and BRCOM and/or such Subsidiary and such newly created
or acquired Subsidiary shall comply with the requirements of
5.01(j);



103






 







		
	 	     (viii) Investments other than Investments in CBI and the
Mutual Subsidiaries made after April 15, 2002 in an aggregate
amount of $50,000,000 for any investments valued as of the date
such Investment is made, including, without limitation, joint
ventures; provided, however, that with respect to any joint
venture, such Investment shall be (1) made through a newly
organized bankruptcy remote special purpose vehicle, wholly owned
by CBI or any of its Subsidiaries; (2) immediately before and after
giving effect thereto, no Default shall have occurred and be
continuing or would result therefrom; (3) any company or business
acquired or invested in pursuant to this clause (viii) shall be in
the same line of business (or related line of business) as the
business of CBI or any of its Subsidiaries; (4) CBI and/or its
Subsidiaries and such newly created or acquired Subsidiary shall
comply with the requirements of 5.01(j); (5) neither the Borrowers
nor any of their Subsidiaries (other than such special purpose
vehicle) shall become liable for the Debt of the joint venture
except to the extent the Borrowers or such Subsidiary would be
permitted under Section 5.02(b) to incur such Debt; and (6) any
company or business acquired or invested in pursuant to this clause
(viii) shall not be or become a Subsidiary of BRCOM unless such
Investment is a Permitted BRCOM Transaction and BRCOM and such
newly created or acquired Subsidiary shall comply with the
requirements of 5.01(j);




		
	 	     (ix) Investments consisting of debits and credits between BRFS
LLC and CBI and its Subsidiaries (including BRCOM and its
Subsidiaries) pursuant to the CBI Cash Management System; provided
that such Investments between BRFS LLC and CBI shall be subject to
the restrictions set forth in Section 5.02(f)(xi), and Investments
that arose under the centralized cash management system between CBI
and its Subsidiaries (including BRCOM and its Subsidiaries) prior
to May 31, 2002; provided further that all such Investments made by
CBI and each Subsidiary Guarantor are evidenced by promissory notes
and constitute Pledged Debt;




		
	 	     (x) Investments consisting of loans, advances and payables due
from suppliers or customers made by the Borrowers or their
Subsidiaries in the ordinary course of business;




		
	 	     (xi) Investments consisting of cash advances to CBI to pay (x)
CBI Administrative Expenses, (y) dividends and payments referred to
in clauses (iv) and (v) of Section 5.02(g) and (z) debt service for
Debt of CBI that is permitted under this Agreement; provided that
(1) such advances are evidenced by promissory notes, in form and
substance satisfactory to the Agents, and such promissory notes
shall be pledged as security for the Obligations of the holder
thereof under the Loan Documents to which such holder is a party
and delivered to the Administrative Agent pursuant to the terms of
the Security Agreements, (2) such advances are not made earlier
than 1 Business Day before the day that the obligations are to be
paid and (3) the proceeds of such advances are either deposited
directly to a deposit account maintained with the Administrative
Agent or another Lender and in which the Administrative Agent, for
the benefit of the



104






 







		
	 	Lenders, has a security interest pursuant to the terms of the
Security Agreements or applied directly for a purpose referred to
in clause (x), (y) or (z) above; provided further, however, that if
a Blocking Event has occurred and is continuing, no such
Investments shall be made in respect of a payment on the New Notes
or the Other Permitted Equity;




		
	 	     (xii) Investments in respect of Permitted Obligations;




		
	 	     (xiii) (I) Investments by CBI and its Subsidiaries in BRCOM
and its Subsidiaries outstanding on the date hereof, and (II) each
additional Investment by CBI and its Subsidiaries in BRCOM and its
Subsidiaries that at the time created, incurred, assumed, made or
otherwise arising constituted or resulted from a Permitted BRCOM
Transaction so long as at such time no BRCOM Event of Default
specified under Section 7.03(b) shall have occurred with respect to
BRCOM or any of its Subsidiaries (other than a proceeding in
connection with a Prepackaged Plan or a sale agreement executed
prior to commencement of such proceedings which agreement
contemplates a sale of all or substantially all of the assets of
BRCOM and its Subsidiaries pursuant to Section 363 of the
Bankruptcy Code);




		
	 	     (xiv) any Investment acquired as consideration received in
respect of or as a result of any transaction under Section
5.02(e)(ix); and




		
	 	     (xv) Investments by BRCOM and its Subsidiaries in BRCOM and
its Subsidiaries;




		
	 	provided that no Investments shall be made on or after April 15, 2002 in
Excluded Entities other than (x) Investments in Wireless LLC, (y)
Investments consisting of debits and credits arising pursuant to the CBI
Cash Management System (including such Investments made by Excluded
Entities that are Subsidiaries of BRCOM prior to the date that is 30 days
after the Effective Date); provided that all such cash advances made to
such Excluded Entities constitute Pledged Debt; provided further that all
such Investments made to the Mutual Subsidiaries be in an amount not to
exceed $100,000 in aggregate at any time, and (z) in the case of CBT,
Investments made pursuant to Section 5.02(f)(vi)).




		
	 	     (g) Restricted Payments. Declare or pay any dividends, purchase,
redeem, retire, defease or otherwise acquire for value any of its Equity
Interests now or hereafter outstanding, return any capital to its
stockholders, partners or members (or the equivalent Persons thereof) as
such, make any distribution of assets, Equity Interests, obligations or
securities to its stockholders, partners or members (or the equivalent
Persons thereof) as such or issue or sell any Equity Interests or accept
any capital contributions, or permit any of its Subsidiaries to do any of
the foregoing, or permit any of its Subsidiaries to purchase, redeem,
retire, defease or otherwise acquire for value any Equity Interests in
CBI or to issue or sell any Equity Interests therein (each a “Restricted
Payment”), except that, so long as no Default shall have occurred and be
continuing at the time of any action described below or would result
therefrom:



105






 







		
	 	     (i) CBI may declare and pay dividends and distributions
payable only in common stock of CBI or issue common stock of CBI to
officers, directors and employees as part of compensation
arrangements,




		
	 	     (ii) any Subsidiary may (A) declare and pay cash dividends to
any other wholly owned Subsidiary of CBI (including BRCOM and its
Subsidiaries) of which it is a Subsidiary and (B) accept capital
contributions from its parent to the extent permitted under
Sections 5.02(f)(i) and 5.02(f)(xii),




		
	 	     (iii) BRCOM may declare and pay scheduled dividend payments on
the BRCOM Exchangeable Preferred Stock,




		
	 	     (iii) CBI may declare and pay scheduled dividend payments on
the Convertible Preferred Stock and the Other Permitted Equity,




		
	 	     (iv) payments pursuant to stock option plans or other stock
related benefit plans approved by the Board of Directors of the
Borrowers and in the ordinary course of business made to directors,
officers, and employees of the Borrowers to repurchase capital
stock of the Borrowers or equity equivalents of the Borrowers held
by such Persons in case of resignation, the cessation of the
employment or retirement of such Person (by death, disability or
otherwise),




		
	 	     (v) any Subsidiary of CBI (including BRCOM and its
Subsidiaries) may:




		
	 	     (A) declare and pay cash dividends to CBI to pay (x) CBI
Administrative Expenses, (y) dividends and payments referred
to in clauses (iv) and (v) of Section 5.02(g) and (z) debt
service for Debt of CBI that is permitted under this
Agreement; provided that (1) such dividends are not paid
earlier than 1 Business Day before the day that the
obligations are to be paid and (2) the proceeds of such
dividends are deposited directly to a deposit account
maintained with the Administrative Agent in which the
Administrative Agent, for the benefit of the Lenders, has a
security interest pursuant to the terms of the Security
Agreements or applied directly for a purpose referred to in
clause (x), (y) or (z) above, and




		
	 	     (B) distribute non-cash assets to CBI in connection with
the merger or consolidation of a Subsidiary; provided that no
Default has occurred and is continuing at the time of such
transfer and the distribution of such non-cash assets is
accompanied by a substantially simultaneous transfer of such
non-cash assets from CBI to another Subsidiary,




		
	 	     (vi) (x) any Subsidiary of CBI (including BRCOM and its
Subsidiaries) may make a dividend of Equity Interests, or
distribution of Equity Interests, of any of its Subsidiaries to CBI
or any wholly-owned Subsidiary of CBI that is a Subsidiary
Guarantor and (y) Mutual Signal Holding Corp. may distribute all or
substantially all of its assets to BCSI; provided in the case of
clauses (x) and (y)



106






 







		
	 	such dividend or distribution is not materially adverse to the
Lenders in the sole determination of the Administrative Agent.




		
	 	     (viii) CBI may issue and sell additional common stock for
cash; provided that 50% of the Net Cash Proceeds of such issuance
of additional common stock (other than common stock issued to
employees, officers and directors as part of compensation
arrangements) in excess of the first $50,000,000 in aggregate of
such Net Cash Proceeds received pursuant to this clause (viii) and
clause (x) below shall be applied to prepay the Facilities first
ratably to the Term A Advances, the Term B Advances, the Term C
Advances and the Term D Advances and to the remaining installments
thereof pro rata and second to the Revolving Credit Advances as set
forth in clause 2.06(b)(v); provided further that the
Administrative Agent shall have received a certificate of a
Responsible Officer of CBI certifying that after giving effect to
such issuance, CBI and its Subsidiaries are on a pro forma basis in
compliance with Section 5.04 during the Facilities Period,




		
	 	     (ix) CBI may issue additional common stock upon the conversion
of any of the Convertible Preferred Stock and the Other Permitted
Equity,




		
	 	     (x) CBI may issue and sell Other Permitted Equity for cash;
provided that 50% of the Net Cash Proceeds of the issuance of such
Other Permitted Equity in excess of the first $50,000,000 in
aggregate of such Net Cash Proceeds received pursuant to this
clause (x) and clause (viii) above shall be applied to prepay the
Facilities first ratably to the Term A Advances, the Term B
Advances, the Term C Advances and the Term D Advances and to the
remaining installments thereof pro rata and second to the Revolving
Credit Advances as set forth in clause 2.06(b)(v); provided further
that the Administrative Agent shall have received a certificate of
a Responsible Officer of CBI certifying that after giving effect to
such issuance, CBI and its Subsidiaries are on a pro forma basis in
compliance with Section 5.04 during the Facilities Period,




		
	 	     (xi) as part of any BRCOM Exchange, (1) BRCOM may redeem the
BRCOM Exchangeable Preferred Stock and (2) CBI may issue capital or
preferred stock or other Equity Interests of CBI (including capital
or preferred stock or other Equity Interests of CBI issued to a
third party provided that the proceeds of such issuance are applied
to the prepayment or retirement of the BRCOM Senior Subordinated
Notes); provided that (A) any such preferred stock or other Equity
Interest (x) contains only pay in kind interest payment obligations
during the Facilities Period, and (y) is not convertible or
exchangeable for any Equity Interests other than common stock of
CBI, (B) the aggregate amount of cash paid in respect of
redemptions, repayments or fees in connection with all BRCOM
Exchanges shall not exceed the amounts agreed to in writing by CBI
and the Agents and (C) any instrument or agreement evidencing such
preferred stock or other Equity Interest entered into in connection
with a BRCOM Exchange will not contain any grant of collateral or
rights to collateral or any covenants or



107






 







		
	 	defaults that are more restrictive, or subordination terms
that are more narrow, in any material respect than the terms of the
Oak Hill Indenture and will not provide any put, redemption or
prepayment right, or any amortization or maturity date, prior to
the end of the Facilities Period,




		
	 	     (xii) CBI may issue the Warrants and additional shares of
common stock of CBI upon exercise of the Warrants in accordance
with the terms of the Warrant Agreement as in effect on the date
hereof, and




		
	 	     (xiii) CBI and its Subsidiaries may effect any such
transaction that at the time so effected constituted or resulted
from a Permitted BRCOM Transaction so long as at such time no BRCOM
Event of Default specified under Section 7.03(b) shall have
occurred with respect to BRCOM or any of its Subsidiaries (other
than a proceeding in connection with a Prepackaged Plan or a sale
agreement executed prior to commencement of such proceedings which
agreement contemplates a sale of all or substantially all of the
assets of BRCOM and its Subsidiaries pursuant to Section 363 of the
Bankruptcy Code).




		
	 	     (h) Amendments of Constitutive Documents. Amend, or permit any of
its Subsidiaries to amend, its certificate of incorporation or bylaws or
other constitutive documents, except (i) in connection with any BRCOM
Exchange, or (ii) where such amendment could not reasonably be expected
to have a Material Adverse Effect or to adversely affect the rights or
interests of the Lender Parties; provided that copies of any such
amendment to the certificate of incorporation, by-laws or other
constitutive documents of any Borrower or any Subsidiary shall be
delivered promptly to the Administrative Agent.




		
	 	     (i) Accounting Changes. Make or permit, or permit any of its
Subsidiaries (other than BRCOM and its Subsidiaries) to make or permit,
any change in (i) accounting policies or reporting practices, except as
required by generally accepted accounting principles, or (ii) Fiscal
Year.




		
	 	     (j) Prepayments, Etc., of Debt. Prepay, redeem, purchase, defease
or otherwise satisfy prior to the scheduled maturity thereof in any
manner, or make any payment in violation of any subordination terms of,
any Debt, except (i) the prepayment of the Advances in accordance with
the terms of this Agreement, (ii) the repurchase of the BRCOM Senior
Subordinated Notes and the BRCOM 12 1/2% Senior Notes to the extent
permitted under Section 5.02(e)(ix)(C) or otherwise repurchase the BRCOM
12 1/2% Senior Notes for an aggregate amount not to exceed an amount
agreed to in writing by CBI and the Agents or, (iii) regularly scheduled
or required repayments or redemptions of Surviving Debt so long as such
repayment or redemption does not violate any subordination terms of such
Surviving Debt, (iv) consummation of any BRCOM Exchange to the extent
permitted under Sections 5.02(b)(i)(F) and 5.02(g)(xi), (v) the payment
of guaranty obligations of CBI in respect of Permitted Obligations, (vi)
the tender of Junior Notes to effect the exercise of the Warrants to the
extent provided in the Junior Note Documents in effect on the date
hereof, (vii) the Oak Hill Refinancing, or



108






 







		
	 	(viii) refinancing, in whole or in part, of Surviving Debt to the
extent permitted under Section 5.02(b)(iii)(D) or (b)(v)(D), or amend,
modify or change in any manner any term or condition of any Surviving
Debt or Subordinated Debt, or permit any of its Subsidiaries to do any of
the foregoing other than to prepay any Debt payable to the Borrowers
provided that, with respect to any prepayment of Debt of any member of
the BRCOM Group by any member of the CBI Group, such prepayment is
permitted under Section 5.02(f)(xiii), and amendments, modifications or
changes to any instrument relating to the BRCOM Senior Subordinated Notes
in connection with any BRCOM Exchange to the extent permitted under
Sections 5.02(b)(i)(F) or any such amendments, modifications or changes
to any Surviving Debt in connection with a refinancing of Surviving Debt
to the extent permitted pursuant to Section 5.02(b)(iii)(D) or (b)(v)(D).




		
	 	     (k) Amendment, Etc., of Related Documents. Cancel or terminate any
Related Document or consent to or accept any cancellation or termination
thereof , amend, modify or change in any manner any term or condition of
any Related Document or give any consent, waiver or approval thereunder,
waive any default under or any breach of any term or condition of any
Related Document, agree in any manner to any other amendment,
modification or change of any term or condition of any Related Document
or take any other action in connection with any Related Document, in each
case if such action would in any material respect impair the value of the
interest or rights of any Loan Party thereunder or the rights or
interests of any Agent or any Lender Party, or permit any of its
Subsidiaries to do any of the foregoing, other than terminations,
amendments, modifications or changes to the Related Documents in
connection with (i) effecting any BRCOM Exchange, (ii) to the extent
permitted under Section 5.02(u), (iii) in connection with the Oak Hill
Refinancing or (iv) in connection with a refinancing of Surviving Debt to
the extent permitted pursuant to Section 5.02(b)(iii)(D) or (b)(v)(D).




		
	 	     (l) Negative Pledge. Enter into or suffer to exist, or permit any
of its Subsidiaries (other than BRCOM and its Subsidiaries) to enter into
or suffer to exist, any agreement prohibiting or conditioning the
creation or assumption of any Lien upon any of its property or assets
except (i) in favor of the Secured Parties or (ii) in connection with (A)
any Surviving Debt to the extent such agreement is in effect on the date
hereof (and any extension, renewal, refunding or replacement thereof),
(B) any purchase money Debt permitted by Section 5.02(b)(iii)(B) solely
to the extent that the agreement or instrument governing such Debt
prohibits a Lien on the property acquired with the proceeds of such Debt,
and (C) any agreement setting forth customary restrictions on the
subletting, assignment or transfer of any property or asset that is a
lease, license or conveyance of similar property or assets or (iii)
provisions in the Junior Notes and customary provisions in the New Notes
and the Refinancing Notes; provided such provisions permit Liens under
the Loan Documents.




		
	 	     (m) Partnerships, Etc. Become a general partner in any general or
limited partnership or joint venture, or permit any of its Subsidiaries
(other than BRCOM and its Subsidiaries) to do so except to the extent
that the investment in any such partnership or joint venture is an
investment permitted by Section 5.02(f) and the indebtedness of any



109






 







		
	 	such entity (to the extent CBI or any Subsidiary is liable therefor)
is permitted pursuant to Section 5.02(b).




		
	 	     (n) Speculative Transactions. Engage, or permit any of its
Subsidiaries (other than BRCOM and its Subsidiaries) to engage, in any
transaction speculative in nature, except those entered into in the
ordinary course of business to eliminate or mitigate risks to which CBI
or any of its Subsidiaries is exposed in the conduct of its business or
the management of its liabilities (including but not limited to
transactions entered into in order to effectively cap, collar or exchange
interest rates (from fixed to floating rates, from one floating rate to
another floating rate or otherwise)).




		
	 	     (o) Formation of Subsidiaries; Existing Lines of Business. (i)
Organize or invest, or permit any Subsidiary (other than BRCOM and its
Subsidiaries) to organize or invest, in any new Subsidiary except as
permitted under Sections 5.02(d) and 5.02(f)(i) or (ii) enter into, or
permit any Subsidiary to enter into, any line of business other than the
lines of business currently engaged in by CBI and its Subsidiaries on the
Effective Date.




		
	 	     (p) Payment Restrictions Affecting Subsidiaries. Directly or
indirectly, enter into or suffer to exist, or permit any of its
Subsidiaries (other than BRCOM and its Subsidiaries) to enter into or
suffer to exist, any agreement or arrangement limiting the ability of any
of its Subsidiaries to declare or pay dividends or other distributions in
respect of its Equity Interests or repay or prepay any Debt owed to, make
loans or advances to, or otherwise transfer assets to or invest in, CBI
or any of its Subsidiaries (whether through a covenant restricting
dividends, loans, asset transfers or investments, a financial covenant or
otherwise), except (i) the Loan Documents, (ii) any agreement or
instrument evidencing Surviving Debt as in effect on the date hereof,
(iii) any Permitted Preferred Stock Documents, (iv) the Junior Notes, (v)
the Refinancing Notes, and (vi) any Debt or preferred stock issued
pursuant to a BRCOM Exchange in accordance with Sections 5.02(b)(i)(F) or
5.02(g)(xi).




		
	 	     (q) Section 355(e). With respect to CBI, take any action that could
reasonably be expected to result in CBI being required to recognize gain
under Section 355(e) of the Code.




		
	 	     (r) Exchange of BRCOM Exchangeable Preferred Stock. Exchange the
BRCOM Exchangeable Preferred Stock into Debt except to the extent such
Debt is permitted under Section 5.02(b)(i)(F).




		
	 	     (s) Deposit Accounts. (i) Except for accounts subject to the Escrow
Agreements or any similar escrow accounts entered into pursuant to a sale
agreement in accordance with Section 5.02(e)(ix) in lieu of the BCSI Sale
Agreement, hold any deposit accounts of either Borrower or any of their
Subsidiaries (other than payroll, workmen’s compensation, health and
welfare, PAC accounts and similar types of accounts) that are not held
with the Administrative Agent or with a third party bank subject to a
control agreement that is in form and substance reasonably satisfactory
to the Administrative Agent.



110






 







		
	 	     (ii) Upon release to the Borrowers or any of their Subsidiaries of
any amounts in any account subject to an Escrow Agreement or any similar
escrow accounts entered into pursuant to a sale agreement in accordance
with Section 5.02(e)(ix) in lieu of the BCSI Sale Agreement, if CBI makes
a good faith determination that additional amounts are needed to pay
liabilities pursuant to Section 5.02(e)(ix)(E), CBI shall apply such
amounts to prepay Revolving Credit Borrowings (without any reduction of
the Revolving Credit Commitments) and such amounts shall increase the
Reserved Commitments under Section 5.02(e)(ix)(E); provided that if the
Reserved Commitments shall previously have been drawn to fund a
collateral account pursuant to Section 5.02(e)(ix)(E), such amount shall
instead be deposited to such account; provided further that if CBI makes
a good faith determination that additional amounts are not needed to pay
liabilities pursuant to Section 5.02(e)(ix)(E), such Net Cash Proceeds
shall be applied to repay the Advances in accordance with clauses (A),
(B) and (C) of Section 5.02(e)(ix).




		
	 	     (t) Negative Covenants Applicable to Wireless Holdco.
Notwithstanding Section 5.02, permit Wireless Holdco to enter into or
conduct any business, or engage in any activity (including, without
limitation, any action or transaction that is restricted under Section
5.02 without regard to any of the enumerated exceptions to such
covenants) other than providing general management services to Wireless
LLC, holding the Equity Interests of Wireless LLC, exercising the voting
rights and obligations as a member of Wireless LLC, holding and operating
the Spectrum Assets, performing any obligations under the Loan Documents
and engaging in other activities incidental and directly related to its
existence and the foregoing.




		
	 	     (u) Covenant Regarding Other Debt Holders. In connection with
obtaining the Oak Hill Waiver or any other waiver or forbearance by any
holder of any Debt of any right to accelerate such Debt as a result of a
Specified Default, (i) prior to the end of the Facilities Period, pay or
otherwise provide cash fees, additional cash pay interest or other cash
pay financial consideration in excess of the amounts agreed to in writing
by CBI and the Agents to any holder of any such Debt or (ii) modify any
existing agreement or instrument or enter into any additional agreement
or instrument after the date hereof with any holder of any such Debt in
connection with effecting any of the foregoing unless such modifications
or additional agreements or instruments provide that (A) any additional
payment obligations arising under any such modification or additional
agreement or instrument shall be (x) permitted under clause (i) above or
(y) payable in kind and not be subject to any put, redemption or
prepayment right during the Facilities Period, and (B) no such
modification will (w) add any collateral or rights to collateral, (x)
advance any amortization requirement or maturity date, (y) change any
covenant, default or provision with the result that it is in any material
respect more restrictive (e.g., less favorable to the Borrowers or their
Subsidiaries or the Lender Parties) than the terms of the Junior Notes
Indenture or change any term of subordination with the result that it is
in any material respect more narrow (e.g., less favorable to the
Borrowers or their Subsidiaries or the Lender Parties) than the terms of
the Junior Notes Indenture or (z) add any new covenant or default
provision that is in any material respect more restrictive (e.g., less
favorable to the Borrowers or their Subsidiaries or the Lender Parties)
than the terms of the Junior Notes Indenture.



111






 







		
	 	     (v) Covenant Regarding BRCOM Cash and Cash Expenditures. Permit
BRCOM and its Subsidiaries to (A) except as a result of any transaction
permitted under Section 5.02(e)(ix), hold collected cash balances (net of
any cash in accounts subject to the Escrow Agreements or other escrow
arrangements permitted under Section 5.02(a)(xiii) or required under
Section 5.02(e)(ix)(E)) in excess of $15,000,000 at any time, and (B)
other than in connection with the payment of claims and liabilities
following any transaction permitted under Section 5.02(e)(ix), make cash
expenditures other than in the ordinary course of business consistent
with past practices.



          SECTION 5.03. Reporting Requirements. So long as any Advance or any
other Obligation of any Loan Party under any Loan Document shall remain unpaid,
any Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder, the Borrowers will furnish to the Agents and the Lender
Parties:




		
	 	     (a) Default Notice. As soon as possible and in any event within two
days after the occurrence of each Default or any event, development or
occurrence reasonably likely to have a Material Adverse Effect continuing
on the date of such statement, a statement of the chief financial officer
of CBI setting forth details of such Default and the action that the
Borrowers have taken and proposes to take with respect thereto.




		
	 	     (b) Annual Financials. As soon as available and in any event within
95 days after the end of each Fiscal Year, a copy of (1) the annual audit
report for such year for CBI and its Subsidiaries (including BRCOM and
its Subsidiaries), including therein a Consolidated balance sheet of CBI
and its Subsidiaries (including BRCOM and its Subsidiaries) as of the
end of such Fiscal Year and Consolidated and consolidating statements of
income and Consolidated and consolidating statements of cash flows of CBI
and its Subsidiaries (including BRCOM and its Subsidiaries) for such
Fiscal Year, in each case accompanied by an opinion acceptable to the
Required Lenders of PWC or other independent public accountants of
recognized standing acceptable to the Required Lenders ( it being
understood and agreed that a qualified opinion for Fiscal Year 2002 shall
not be deemed to be not “acceptable” solely because of such
qualification; provided that the Agents receive confirmation from PWC as
to the absence of significant factors resulting in the qualification
other than the financial condition and liquidity of BRCOM and the
bankruptcy default relating to BRCOM in the Oak Hill Indenture), together
with (i) a certificate of such accounting firm to the Lender Parties
stating that in the course of the regular audit of the business of CBI
and its Subsidiaries (including BRCOM and its Subsidiaries), which audit
was conducted by such accounting firm in accordance with generally
accepted auditing standards, such accounting firm has obtained no
knowledge that a Default has occurred and is continuing, or if, in the
opinion of such accounting firm, a Default has occurred and is
continuing, a statement as to the nature thereof, (ii) a schedule in form
satisfactory to the Administrative Agent of the computations used by such
accountants in determining, as of the end of such Fiscal Year, compliance
with the covenants contained in Section 5.04, provided that in the event
of any change in GAAP used in the preparation of such financial
statements, CBI shall also provide, if necessary for the determination of
compliance with Section 5.04, a statement of reconciliation conforming
such financial statements to GAAP, (2) the annual unaudited report for
such



112






 







		
	 	year for CBI and its Subsidiaries (other than BRCOM and its
Subsidiaries), including therein a Consolidated balance sheet of CBI and
its Subsidiaries as of the end of such Fiscal Year and Consolidated and
consolidating statements of income and Consolidated and consolidating
statements of cash flows of CBI and its Subsidiaries for such Fiscal
Year, all in reasonable detail and duly certified (subject to normal
year-end audit adjustments) by the Chief Financial Officer of CBI as
having been prepared in accordance with GAAP, and (3) a certificate of
the Chief Financial Officer of CBI stating that no Default has occurred
and is continuing or, if a default has occurred and is continuing, a
statement as to the nature thereof and the action that CBI has taken and
proposes to take with respect thereto.




		
	 	     (c) Quarterly Financials. As soon as available and in any event
within 50 days after the end of each of the first three quarters of each
Fiscal Year, Consolidated and consolidating balance sheets of CBI and its
Subsidiaries (including BRCOM and its Subsidiaries) and of CBI and its
Subsidiaries (other than BRCOM and its Subsidiaries), in each case, as of
the end of such quarter and Consolidated and consolidating statements of
income and a Consolidated and consolidating statement of cash flows of
CBI and its Subsidiaries (including BRCOM and its Subsidiaries) and of
CBI and its Subsidiaries (other than BRCOM and its Subsidiaries), in each
case, for the period commencing at the end of the previous fiscal quarter
and ending with the end of such fiscal quarter and Consolidated and
consolidating statements of income and a Consolidated and consolidating
statement of cash flows of CBI and its Subsidiaries (including BRCOM and
its Subsidiaries) and of CBI and its Subsidiaries (other than BRCOM and
its Subsidiaries), in each case, for the period commencing at the end of
the previous Fiscal Year and ending with the end of such quarter, setting
forth in each case in comparative form the corresponding figures for the
corresponding date or period of the preceding Fiscal Year, all in
reasonable detail and duly certified (subject to normal year-end audit
adjustments) by the Chief Financial Officer of CBI as having been
prepared in accordance with GAAP, together with (i) a certificate of said
officer stating that no Default has occurred and is continuing or, if a
Default has occurred and is continuing, a statement as to the nature
thereof and the action that CBI has taken and proposes to take with
respect thereto and (ii) a schedule in form satisfactory to the
Administrative Agent of the computations used by CBI in determining
compliance with the covenants contained in Section 5.04, provided that in
the event of any change in GAAP used in the preparation of such financial
statements, CBI shall also provide, if necessary for the determination of
compliance with Section 5.04, a statement of reconciliation conforming
such financial statements to GAAP.




		
	 	     (d) Annual Forecasts. As soon as available and in any event no
later than 15 days before the end of each Fiscal Year, forecasts prepared
by management of CBI in form satisfactory to the Agents, of balance
sheets, income statements and cash flow statements on a quarterly basis
for the Fiscal Year following such Fiscal Year and on an annual basis for
each Fiscal Year thereafter until the Final Maturity Date of the Term D
Facility.



113






 







		
	 	     (e) Quarterly Cash Budget. As soon as available and in any event no
later than 20 Business Days after the commencement of each fiscal
quarter, (i) a forecasted budget of BRCOM’s cash expenditures for such
fiscal quarter, (ii) a reconciliation of actual results to the budget for
the immediately preceding fiscal quarter and (iii) a review and
reconciliation for the immediately preceding fiscal quarter of all
reserves referred to under Section 5.02(e)(ix)(E), with a copy delivered
to FTI by CBI, which items shall be reviewed by FTI in consultation with
CBI for one day each fiscal quarter at the expense of CBI not to exceed
$10,000 plus reasonable out-of-pocket expenses per review; provided that
the expense of each such review may be increased to not more than $25,000
plus reasonable out-of-pocket expenses if the First Stage Closing Date
(as defined in the BCSI Sale Agreement) does not occur by June 30, 2003
or if the Agents reasonably determine that the scope of FTI’s review
should be increased.




		
	 	     (f) Litigation. Promptly after the commencement thereof, notice of
all actions, suits, investigations, litigation and proceedings before any
court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, affecting any Loan Party or any of
its Subsidiaries of the type described in Section 4.01(f).




		
	 	     (g) Securities Reports. Promptly after the sending or filing
thereof, copies of all proxy statements, financial statements and reports
that any Loan Party or any of its Subsidiaries sends to its stockholders,
and copies of all regular, periodic and special reports, and all
registration statements, that any Loan Party or any of its Subsidiaries
files with the Securities and Exchange Commission or any governmental
authority that may be substituted therefor, or with any national
securities exchange (or, unless any Lender Party requests otherwise, if
any mailing or filing is available electronically on Edgar, any website
maintained by CBI or any other electronic source generally accessible, in
lieu of providing physical copies, a notice of such mailing or filing may
be given to each Lender Party together with instructions for the
electronic retrieval thereof).




		
	 	     (h) Creditor Reports. Promptly after the furnishing thereof, copies
of any statement or report furnished to any holder of Debt securities of
any Loan Party or of any of its Subsidiaries pursuant to the terms of any
indenture, loan or credit or similar agreement and not otherwise required
to be furnished to the Lender Parties pursuant to any other clause of
this Section 5.03.




		
	 	     (i) Agreement Notices. Promptly upon receipt thereof, copies of all
notices, requests and other documents received by any Loan Party or any
of its Subsidiaries under or pursuant to any Related Document or
instrument, indenture, loan or credit or similar agreement and copies of
all notices of default or termination under or related to any Material
Contract and, from time to time upon request by the Administrative Agent,
such information and reports regarding the Related Documents, the
Material Contracts and such instruments, indentures and loan and credit
and similar agreements as the Administrative Agent may reasonably
request.



114






 







		
	 	     (j) ERISA. (i) ERISA Events and ERISA Reports. (A) Promptly and
in any event within 10 days after any Loan Party or any ERISA Affiliate
knows or has reason to know that any ERISA Event has occurred, a
statement of the Chief Financial Officer of CBI describing such ERISA
Event and the action, if any, that such Loan Party or such ERISA
Affiliate has taken and proposes to take with respect thereto and (B) on
the date any records, documents or other information must be furnished to
the PBGC with respect to any Plan pursuant to Section 4010 of ERISA, a
copy of such records, documents and information;




		
	 	     (ii) Plan Terminations. Promptly and in any event within five
Business Days after receipt thereof by any Loan Party or any ERISA
Affiliate, copies of each notice from the PBGC stating its
intention to terminate any Plan or to have a trustee appointed to
administer any Plan;




		
	 	     (iii) Plan Annual Reports. Promptly upon the request of
either Agent, copies of each Schedule B (Actuarial Information) to
the annual report (Form 5500 Series) with respect to each Plan; and




		
	 	     (iv) Multiemployer Plan Notices. Promptly and in any event
within five Business Days after receipt thereof by any Loan Party
or any ERISA Affiliate from the sponsor of a Multiemployer Plan,
copies of each notice concerning (A) the imposition of Withdrawal
Liability by any such Multiemployer Plan, (B) the reorganization or
termination, within the meaning of Title IV of ERISA, of any such
Multiemployer Plan or (C) the amount of liability incurred, or that
may be incurred, by such Loan Party or any ERISA Affiliate in
connection with any event described in clause (A) or (B);




		
	 	provided, however, that the statement under Section 5.03(i)(i)(A) and the
notice under Section 5.03(i)(iv) are required to be given only if the
event or circumstance identified in such statement or notice, when
aggregated with any other events or circumstances required to be reported
under this Section 5.03(i) could reasonably be expected to result in a
Material Adverse Effect.




		
	 	     (k) Environmental Conditions. Promptly and in any event within five
Business Days after a Responsible Officer becomes aware of the assertion
or occurrence thereof, notice of:




		
	 	     (i) any condition or occurrence on or arising from any
property owned or operated by any of the Loan Parties or any of
their respective Subsidiaries that resulted or is alleged to have
resulted in noncompliance by any such Loan Party or any such
Subsidiary with any Environmental Law or Environmental Permit in
such a manner as, either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect; and




		
	 	     (ii) any condition or occurrence on any property owned or
operated by any of the Loan Parties or any of their respective
Subsidiaries that could reasonably be expected to cause such
property to be subject to any restrictions on



115






 







		
	 	the ownership, occupancy, use or transferability by any such
Loan Party or any such Subsidiary of such property under any
Environmental Law which, either individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect.




		
	 	All such notices shall set forth in reasonable detail the nature of the
condition, occurrence, removal or remedial action described therein and,
in the case of each such condition or occurrence, the action that such
Loan Party or such Subsidiary has taken and/or proposes to take with
respect thereto.




		
	 	     (l) Insurance. As soon as available and in any event within 30 days
after the end of each Fiscal Year, a report summarizing the insurance
coverage (specifying type, amount and carrier) in effect for each Loan
Party and its Subsidiaries and containing such additional information as
any Agent, or any Lender Party through the Administrative Agent, may
reasonably specify.




		
	 	     (m) BRCOM Sale Information. At the end of each fiscal quarter
following the First Stage Closing Date (as defined in the BCSI Sale
Agreement) or any other closing of the sale of all or substantially all
of the assets of BRCOM and its Subsidiaries pursuant to Section
5.02(e)(ix) if other than pursuant to the BCSI Sale Agreement, a report
summarizing the amount of funds held in the accounts subject to an Escrow
Agreement, all amounts held in reserve pursuant to Section
5.02(e)(ix)(E), and the status of the sale of assets of BRCOM and its
Subsidiaries pursuant to the BCSI Sale Agreement (or any similar
agreement entered into pursuant to Section 5.02(e)(ix) if other than the
BCSI Sale Agreement).




		
	 	     (n) Other Information. Such other information respecting the
business, condition (financial or otherwise), operations, performance,
properties or prospects of any Loan Party or any of its Subsidiaries as
any Agent, or any Lender Party through the Administrative Agent, may from
time to time reasonably request.



          SECTION 5.04. Financial Covenants. So long as any Advance or any other
Obligation of any Loan Party under any Loan Document shall remain unpaid, any
Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder:




		
	 	     (a) Debt to EBITDA Ratio. CBI and its Subsidiaries, on a
consolidated basis, will maintain at all times a Debt/EBITDA Ratio of not
more than the amount set forth below during each period set forth below:




	 	 	 	 	 
	Period	 	Ratio
	
	 	

	From January 1, 2003 through March 31, 2003
	 	 	5.20	 
	From April 1, 2003 through June 30, 2003
	 	 	5.60	 
	From July 1, 2003 through September 30, 2003
	 	 	5.90	 



116






 




	 	 	 	 	 
	Period	 	Ratio
	
	 	

	From October 1, 2003 through March 30, 2004
	 	 	6.20	 
	From March 31, 2004 through June 29, 2004
	 	 	6.10	 
	From June 30, 2004 through September 29, 2004
	 	 	5.95	 
	From September 30, 2004 through December 30, 2004
	 	 	5.85	 
	From December 31, 2004 through March 30, 2005
	 	 	5.75	 
	From March 31, 2005 through June 29, 2005
	 	 	5.60	 
	From June 30, 2005 through September 29, 2005
	 	 	5.45	 
	From September 30, 2005 through December 30, 2005
	 	 	5.25	 
	From December 31, 2005 through March 30, 2006
	 	 	5.10	 
	From March 31, 2006 through June 29, 2006
	 	 	5.00	 
	From June 30, 2006 through September 29, 2006
	 	 	4.90	 
	From September 30, 2006 December 30, 2006
	 	 	4.75	 
	From December 31, 2006 through March 30, 2007
	 	 	4.70	 
	From March 31, 2007 through June 29, 2007
	 	 	4.65	 
	From June 30, 2007 and thereafter
	 	 	4.55	 




		
	 	     (b) Senior Secured Debt to EBITDA Ratio. CBI and its Subsidiaries,
on a consolidated basis, will maintain at all times a Senior Secured
Debt/EBITDA Ratio of not more than the amount set forth below during each
period set forth below:




	 	 	 	 	 
	Period	 	Ratio
	
	 	

	From January 1, 2003 through March 31, 2003
	 	 	3.45	 
	From April 1, 2003 through June 30, 2003
	 	 	3.70	 
	From July 1, 2003 through September 30, 2003
	 	 	3.85	 



117






 



	 	 	 	 	 
	Period	 	Ratio
	
	 	

	From October 1, 2003 through March 30, 2004
	 	 	4.00	 
	From March 31, 2004 through June 29, 2004
	 	 	3.85	 
	From June 30, 2004 through September 29, 2004
	 	 	3.75	 
	From September 30, 2004 through December 30, 2004
	 	 	3.60	 
	From December 31, 2004 through March 30, 2005
	 	 	3.50	 
	From March 31, 2005 through June 29, 2005
	 	 	3.35	 
	From June 30, 2005 through September 29, 2005
	 	 	3.25	 
	From September 30, 2005 thorough December 30, 2005
	 	 	3.05	 
	From December 31, 2005 through March 30, 2006
	 	 	2.95	 
	From March 31, 2006 through June 29, 2006
	 	 	2.85	 
	From June 30, 2006 through September 29, 2006
	 	 	2.75	 
	From September 30, 2006 through December 30, 2006
	 	 	2.60	 
	From December 31, 2006 through March 30, 2007
	 	 	2.60	 
	From March 31, 2007 through June 29, 2007
	 	 	2.50	 
	From June 30, 2007 and thereafter
	 	 	2.45	 




		
	 	     (c) Interest Coverage Ratio. (i) Prior to the consummation of the
Oak Hill Refinancing, CBI and its Subsidiaries, on a consolidated basis,
will maintain at all times an Interest Coverage Ratio of not less than
the amount set forth below during each period set forth below:




	 	 	 	 	 
	Period	 	Ratio
	
	 	

	From January 1, 2003 through March 31, 2003
	 	 	3.75	 
	From April 1, 2003 through June 30, 2003
	 	 	3.30	 
	From July 1, 2003 through September 30, 2003
	 	 	2.84	 



118






 




	 	 	 	 	 
	Period	 	Ratio
	
	 	

	From October 1, 2003 through December 31, 2003
	 	 	2.56	 
	From January 1, 2004 through March 31, 2004
	 	 	2.48	 
	From April 1, 2004 through June 30, 2004
	 	 	2.59	 
	From July 1, 2004 through September 30, 2004
	 	 	2.56	 
	From October 1, 2004 through December 31, 2004
	 	 	2.48	 
	From January 1, 2005 through March 31, 2005
	 	 	2.36	 
	From April 1, 2005 through June 30, 2005
	 	 	2.28	 
	From July 1, 2005 through September 30, 2005
	 	 	2.28	 
	From October 1, 2005 through December 31, 2005
	 	 	2.29	 
	From January 1, 2006 through March 31, 2006
	 	 	2.35	 
	From April 1, 2006 through June 30, 2006
	 	 	2.35	 
	From July 1, 2006 through September 30, 2006
	 	 	2.41	 
	From October 1, 2006 through December 31, 2006
	 	 	2.42	 
	From January 1, 2007 through March 31, 2007
	 	 	2.45	 
	From April 1, 2007 through June 30, 2007 and thereafter
	 	 	2.43	 




		
	 	     (ii) After the consummation of the Oak Hill Refinancing, CBI and its
Subsidiaries, on a consolidated basis, will maintain at all times an
Interest Coverage Ratio of not less than the amount set forth below
during each period set forth below:




	 	 	 	 	 
	Period	 	Ratio
	
	 	

	From October 1, 2003 through December 31, 2003
	 	 	2.50	 
	From January 1, 2004 through March 31, 2004
	 	 	2.29	 
	From April 1, 2004 through June 30, 2004
	 	 	2.25	 
	From July 1, 2004 through September 30, 2004
	 	 	2.20	 



119






 




	 	 	 	 	 
	Period	 	Ratio
	
	 	

	From October 1, 2004 through December 31, 2004
	 	 	2.18	 
	From January 1, 2005 through March 31, 2005
	 	 	2.16	 
	From April 1, 2005 through June 30, 2005
	 	 	2.18	 
	From July 1, 2005 through September 30, 2005
	 	 	2.21	 
	From October 1, 2005 through December 31, 2005
	 	 	2.22	 
	From January 1, 2006 through March 31, 2006
	 	 	2.26	 
	From April 1, 2006 through June 30, 2006
	 	 	2.25	 
	From July 1, 2006 through September 30, 2006
	 	 	2.29	 
	From October 1, 2006 through December 31, 2006
	 	 	2.29	 
	From January 1, 2007 through March 31, 2007
	 	 	2.32	 
	From April 1, 2007 through June 30, 2007 and thereafter
	 	 	2.31	 




		
	 	     (d) Maximum Capital Expenditures. CBI will not make, or permit any
of its Subsidiaries to make, any Capital Expenditures that would cause
the aggregate of all such Capital Expenditures made by CBI and such
Subsidiaries in any period set forth below to exceed the amount set forth
below for such period:




	 	 	 	 	 
	Period	 	Amount
	
	 	

	January 1, 2003 through December 31, 2003
	 	$	146,000,000	 
	January 1, 2004 through December 31, 2004
	 	$	114,000,000	 
	January 1, 2005 through December 31, 2005
	 	$	114,000,000	 
	January 1, 2006 through December 31, 2006
	 	$	112,000,000	 
	January 1, 2007 through December 31, 2007
	 	$	118,000,000	 
	January 1, 2008 through June 30, 2008 and thereafter
	 	$	70,000,000	 



120






 




		
	 	provided that (i) any amount permitted above that is not used in any
Fiscal Year may be carried forward to the next Fiscal Year (but not to
succeeding years) it being understood that any such amounts carried
forward will be the first funds used in such next Fiscal Year, (ii) CBI
shall be permitted to make any Capital Expenditures that are required
pursuant to any binding direction or requirement of any applicable
telecommunications regulatory authority or any regulatory authority
having jurisdiction over CBI’s telecommunications operations or equipment
which becomes effective after the date hereof not to exceed $25,000,000
in any Fiscal Year or $50,000,000 in aggregate for the term of the
Facilities, so long as CBI provides satisfactory documentation thereof,
(iii) the amount of permitted Capital Expenditures in any Fiscal Year
will be increased by the amount of Net Cash Proceeds from issuances of
common stock or Other Permitted Equity that are retained by CBI pursuant
to Sections 5.02(g)(viii) and 5.02(g)(x) (after giving effect to all
required prepayments of the Facilities) in an amount not to exceed
$25,000,000 per Fiscal Year and (iv) any amount permitted under clause
(iii) that is not used in the Fiscal Year in which such additional amount
arises may be carried forward to the next Fiscal Year (but not to
succeeding years) it being understood that any such amounts carried
forward will be the first funds used in such next Fiscal Year after the
application of any amount under clause (i) in such Fiscal Year. To the
extent that any consideration paid for Capital Expenditures constitutes
capital stock of CBI, such consideration shall not constitute a Capital
Expenditure for purposes of the limitations in this Section 5.04(d).



ARTICLE VI



CBI GUARANTY



          SECTION 6.01. CBI Guaranty. (a) CBI hereby unconditionally and
irrevocably guarantees (the undertaking by CBI under this Article VI being, as
amended from time to time, the “CBI Guaranty”) the punctual payment when due,
whether at scheduled maturity or at a date fixed for prepayment or by
acceleration, demand or otherwise, of all of the Obligations of each of the
other Loan Parties now or hereafter existing under or in respect of the Loan
Documents (including, without limitation, any extensions, modifications,
substitutions, amendments or renewals of any or all of the foregoing
Obligations), whether direct or indirect, absolute or contingent, and whether
for principal, interest, premium, fees, indemnification payments, contract
causes of action, costs, expenses or otherwise (such Obligations being the
“Guaranteed Obligations”), and agrees to pay any and all expenses (including,
without limitation, reasonable fees and expenses of counsel) incurred by the
Administrative Agent or any of the other Secured Parties in enforcing any
rights under this CBI Guaranty. Without limiting the generality of the
foregoing, the liability of CBI shall extend to all amounts that constitute
part of the Guaranteed Obligations and would be owed by any of the other Loan
Parties to the Administrative Agent or any of the other Secured Parties under
or in respect of the Loan Documents but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving such other Loan Party.



          (b) CBI and, by its acceptance of this CBI Guaranty, the Administrative
Agent and each of the other Secured Parties, hereby confirm that it is the
intention of all such





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Persons that this CBI Guaranty and the Obligations of CBI hereunder not
constitute a fraudulent transfer or conveyance for purposes of the United
States Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state Requirements of
Law covering the protection of creditors’ rights or the relief of debtors to
the extent applicable to this CBI Guaranty and the CBI Obligations hereunder.
To effectuate the foregoing intention, CBI, the Administrative Agent and each
of the other Secured Parties hereby irrevocably agree that, solely with respect
to the Guaranteed Obligations and the other liabilities of CBI under this CBI
Guaranty which result from or arise out of its guarantee under subsection (a)
of this Section 6.01 of the Obligations of the Loan Parties under or in respect
of the Loan Documents, such Guaranteed Obligations and other liabilities shall
be limited to the maximum amount as will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of CBI that are relevant
under such Requirements of Law, and after giving effect to any collections
from, any rights to receive contributions from, or payments made by or on
behalf of, any of the Subsidiaries of CBI in respect of the Obligations of such
Subsidiary under the Subsidiaries Guarantees and, in the case of this CBI
Guaranty, result in the Guaranteed Obligations and all other liabilities of CBI
under this CBI Guarantee not constituting a fraudulent transfer or conveyance.


          (c) CBI hereby unconditionally and irrevocably agrees that, in the event
any payment shall be required to be made to the Secured Parties under this CBI
Guaranty or the Subsidiary Guaranties or any other guarantee, CBI will
contribute, to the maximum extent permitted by law, such amounts to each other
guarantor as would maximize the aggregate amount payable to the Secured Parties
under or in respect of the Loan Documents.



          SECTION 6.02. Guarantee Absolute. (a) CBI guarantees that all of the
Guaranteed Obligations will be paid strictly in accordance with the terms of
the Loan Documents, regardless of any Requirements of Law now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of the
Administrative Agent or any of the other Secured Parties with respect thereto.
The Obligations of CBI under this CBI Guaranty are independent of the
Guaranteed Obligations or any other Obligations of any of the other Loan
Parties under or in respect of the Loan Documents, and a separate action or
actions may be brought and prosecuted against CBI to enforce this CBI Guaranty,
irrespective of whether any action is brought against any of the other Loan
Parties or whether any of the other Loan Parties is joined in any such action
or actions. The liability of CBI under this CBI Guaranty shall be absolute,
unconditional and irrevocable irrespective of, and CBI hereby irrevocably
waives any defenses it may now have or may hereafter acquire in any way
relating to, any and all of the following:




		
	 	     (i) any lack of validity or enforceability of any of the Loan
Documents or any other agreement or instrument relating thereto;




		
	 	     (ii) any change in the time, manner or place of payment of, or in
any other term of, all or any of the Guaranteed Obligations or any other
Obligations of any of the Loan Parties under or in respect of the Loan
Documents, or any other amendment or waiver of, or any consent to
departure from, any of the Loan Documents (including, without limitation,
any increase in the Guaranteed Obligations resulting from the



122






 







		
	 	extension of additional credit to any of the other Loan Parties or
any of their respective Subsidiaries or otherwise);




		
	 	     (iii) any taking, exchange, release or nonperfection of any of the
Collateral, or any taking, release or amendment or waiver of, or consent
to departure from, the Subsidiary Guaranties or any other guarantee, for
all or any of the Guaranteed Obligations;




		
	 	     (iv) any manner of application of Collateral, or proceeds thereof,
to all or any of the Guaranteed Obligations, or any manner of sale or
other disposition of any Collateral for all or any of the Guaranteed
Obligations or any other Obligations of any of the other Loan Parties
under or in respect of the Loan Documents, or any other property and
assets of any of the other Loan Parties or any of their respective
Subsidiaries;




		
	 	     (v) any change, restructuring or termination of the legal structure
or existence of any of the other Loan Parties or any of their respective
Subsidiaries;




		
	 	     (vi) any failure of any of the Secured Parties to disclose to any of
the Loan Parties any information relating to the business, condition
(financial or otherwise), operations, performance, properties or
prospects of any of the other Loan Parties now or hereafter known to such
Secured Party;




		
	 	     (vii) the failure of any other Person to execute the Subsidiary
Guaranties or any other guarantee or agreement or the release or
reduction of liability of any of the other Loan Parties or any other
guarantor or surety with respect to the Guaranteed Obligations; or




		
	 	     (viii) any other circumstance (including, without limitation, any
statute of limitations or any existence of or reliance on any
representation by the Administrative Agent or any of the other Secured
Parties) that might otherwise constitute a defense available to, or a
discharge of, CBI, such Borrower, any of the other Loan Parties or any
other guarantor or surety.



This CBI Guaranty shall continue to be effective or be reinstated, as the case
may be, if at any time any payment of any of the Guaranteed Obligations is
rescinded or must otherwise be returned by the Administrative Agent or any of
the other Secured Parties or by any other Person upon the insolvency,
bankruptcy or reorganization of any of the other Loan Parties or otherwise, all
as though such payment had not been made, and CBI hereby unconditionally and
irrevocably agrees that it will indemnify the Administrative Agent and each of
the other Secured Parties, upon demand, for all of the costs and expenses
(including, without limitation, reasonable fees and expenses of counsel)
incurred by the Administrative Agent or such other Secured Party in connection
with any such rescission or restoration, including any such costs and expenses
incurred in defending against any claim alleging that such payment constituted
a preference, a fraudulent transfer or a similar payment under any bankruptcy,
insolvency or similar Requirements of Law.


123






 


          (b) CBI hereby further agrees that, as between CBI on the one hand, and
the Administrative Agent and the Secured Parties, on the other hand, (i) the
Guaranteed Obligations of CBI may be declared to be forthwith due and payable
as provided in Section 7.01 (and shall be deemed to have become automatically
due and payable in the circumstances provided in Section 7.01) for purposes of
Section 6.01, notwithstanding any stay, injunction or other prohibition
preventing such declaration in respect of the Obligations of any of the Loan
Parties guaranteed hereunder (or preventing such Guaranteed Obligations from
becoming automatically due and payable) as against any other Person and (ii) in
the event of any declaration of acceleration of such Guaranteed Obligations (or
such Guaranteed Obligations being deemed to have become automatically due and
payable) as provided in Section 7.01, such Guaranteed Obligations (whether or
not due and payable by any other Person) shall forthwith become due and payable
by CBI for all purposes of this Guarantee.



          SECTION 6.03. Waivers and Acknowledgments. (a) CBI hereby
unconditionally and irrevocably waives promptness, diligence, notice of
acceptance, presentment, demand for performance, notice of nonperformance,
default, protest, dishonor and any other notice with respect to any of the
Guaranteed Obligations and this CBI Guaranty, and any requirement that the
Administrative Agent or any of the other Secured Parties protect, secure,
perfect or insure any Lien or any property or assets subject thereto or exhaust
any right or take any action against any of the other Loan Parties or any other
Person or any of the Collateral.



          (b) CBI hereby waives (i) any defense arising by reason of any claim or
defense based upon an election of remedies by the Administrative Agent or the
other Secured Parties which in any manner impairs, reduces, releases or
otherwise adversely affects the subrogation, reimbursement, exoneration,
contribution or indemnification rights of CBI or any other rights of CBI to
proceed against any of the other Loan Parties, any other guarantor or any other
Person or any of the Collateral, and (ii) any defense based on any right of
setoff or counterclaim against or in respect of the Obligations of CBI under
this CBI Guaranty.



          (c) CBI hereby unconditionally and irrevocably waives any duty on the part
of the Administrative Agent or any of the other Secured Parties to disclose to
CBI any matter, fact or thing relating to the business, condition (financial or
otherwise), operations, performance, properties or prospects of any of the
other Loan Parties or any of their respective Subsidiaries or the property and
assets thereof now or hereafter known by the Administrative Agent or such other
Secured Party.



          (d) CBI hereby unconditionally waives any right to revoke this CBI
Guaranty, and acknowledges that this CBI Guaranty is continuing in nature and
applies to all Guaranteed Obligations, whether existing now or in the future.



          (e) CBI hereby acknowledges that it will receive substantial direct and
indirect benefits from the financing arrangements contemplated by the Loan
Documents and that the waivers set forth in Section 6.02 and in this Section
6.03 are knowingly made in contemplation of such benefits.



          SECTION 6.04. Subrogation. CBI hereby unconditionally and irrevocably
agrees not to exercise any rights that it may now have or may hereafter acquire
against any of the





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other Loan Parties or any other insider guarantor that arise from the
existence, payment, performance or enforcement of the Obligations of CBI under
this CBI Guaranty or any of the other Loan Documents, including, without
limitation, any right of subrogation, reimbursement, exoneration, contribution
or indemnification and any right to participate in any claim or remedy of the
Administrative Agent or any of the other Secured Parties against such other
Loan Party or any other insider guarantor or any Collateral, whether or not
such claim, remedy or right arises in equity or under contract, statute, common
law or any other Requirements of Law, including, without limitation, the right
to take or receive from such other Loan Party or any other insider guarantor,
directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security on account of such claim, remedy or right, unless
and until such time as all of the Guaranteed Obligations and all of the other
amounts payable under this CBI Guaranty shall have been paid in full in cash,
all of the Secured Hedge Agreements shall have expired or been terminated and
the Commitments shall have expired or terminated. If any amount shall be paid
to CBI in violation of the immediately preceding sentence at any time prior to
the latest of (a) the payment in full in cash of all of the Guaranteed
Obligations and all of the other amounts payable under this CBI Guaranty, (b)
the expiration or termination of all of the Secured Hedge Agreements and (c)
the Termination Date, such amount shall be received and held in trust for the
benefit of the Administrative Agent and the other Secured Parties, shall be
segregated from the other property and funds of CBI and shall be delivered
forthwith to the Administrative Agent in the same form as so received (with any
necessary endorsement or assignment) to be credited and applied to the
Guaranteed Obligations and the other amounts payable under this CBI Guaranty,
whether matured or unmatured, in accordance with the terms of the Loan
Documents, or to be held as Collateral for any of the Guaranteed Obligations or
any of the other amounts payable under this CBI Guaranty thereafter arising.
If (i) CBI shall pay to the Administrative Agent all or any part of the
Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all of the
other amounts payable under this CBI Guaranty shall have been paid in full in
cash, (iii) all of the Secured Hedge Agreements shall have expired or been
terminated and (iv) the Termination Date shall have occurred, the
Administrative Agent and the other Secured Parties will, at CBI’s request and
expense, execute and deliver to CBI appropriate documents, without recourse and
without representation or warranty, necessary to evidence the transfer of
subrogation to CBI of an interest in the Guaranteed Obligations resulting from
the payment made by CBI under this CBI Guaranty.


          SECTION 6.05. Continuing Guarantee; Assignments. This CBI Guaranty is a
continuing guarantee and shall (a) remain in full force and effect until the
latest of (i) the payment in full in cash of all of the Guaranteed Obligations
and all of the other amounts payable under this CBI Guaranty, (ii) the
expiration or termination of all of the Secured Hedge Agreements and (iii) the
Termination Date, (b) be binding upon CBI and its respective successors and
assigns and (c) inure to the benefit of, and be enforceable by, the
Administrative Agent and the other Secured Parties and their respective
successors, transferees and assigns. Without limiting the generality of clause
(c) of the immediately preceding sentence, any of the Lenders may assign or
otherwise transfer all or any portion of its rights and obligations under this
Agreement (including, without limitation, all or any portion of its Commitment
or Commitments, the Advances owing to it and the Note or Notes held by it) to
any other Person, and such other Person shall thereupon become vested with all
the benefits in respect thereof





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granted to such Lender under this Article VI or otherwise, in each case as
provided in Section 9.08.


ARTICLE VII



EVENTS OF DEFAULT



          SECTION 7.01. Events of Default. If any of the following events (“Events
of Default”) shall occur and be continuing:




		
	 	     (a) (i) either Borrower shall fail to pay any principal of any
Advance made to it when the same shall become due and payable, whether by
scheduled maturity or at a date fixed for prepayment or by acceleration,
demand or otherwise, or (ii) either Borrower shall fail to pay any
interest on any Advance made to it, or any Loan Party shall fail to make
any other payment under or in respect of any Loan Document required to
have been made by it, whether by scheduled maturity or at a date fixed
for prepayment or by acceleration, demand or otherwise in each case under
this clause (ii) within three Business Days after the same becomes due
and payable; provided that the failure by BCSI to pay any such amount
upon an acceleration of Advances made to BCSI due to a BRCOM Event of
Default shall not constitute an Event of Default of CBI; or




		
	 	     (b) any representation or warranty made by CBI or any of its
Subsidiaries (or any of its officers) under or in connection with any
Loan Document shall prove to have been incorrect in any material respect
(except to the extent relating to BRCOM or any Subsidiary of BRCOM) on
the date as of which it was made or deemed made; or




		
	 	     (c) CBI shall fail to perform or observe any term, covenant or
agreement contained in Section 2.14, 5.01(e), (f), (i), (j), (m) or (o),
5.02, 5.03 or 5.04; or




		
	 	     (d) CBI or any of its Subsidiaries shall fail to perform or observe
any other term, covenant or agreement contained in any Loan Document on
its part to be performed or observed if such failure shall remain
unremedied for 30 days after the earlier of the date on which (i) a
Responsible Officer becomes aware of such failure or (ii) written notice
thereof shall have been given to CBI by any Agent or any Lender Party; or




		
	 	     (e) CBI or any of its Subsidiaries shall fail to pay any principal
of, premium or interest on or any other amount payable in respect of any
Debt of CBI (other than amounts under the Sellers’ Parent Guaranty (as
defined in the BCSI Sale Agreement) that are the subject of a good faith
dispute by CBI) or such Subsidiary (as the case may be) that is
outstanding in a principal amount (or, in the case of any Hedge
Agreement, an Agreement Value) of at least $20,000,000 either
individually or in the aggregate (but excluding Debt outstanding
hereunder), when the same becomes due and payable (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise), and
such failure shall continue after the applicable grace period, if any,
specified in the agreement or instrument relating to such Debt; or any
other event shall occur or condition shall exist under any agreement or
instrument relating to any such Debt and shall continue after the
applicable grace period, if any, specified in such



126






 







		
	 	agreement or instrument, if the effect of such event or condition is
to accelerate, or to permit the acceleration of, the maturity of such
Debt or otherwise to cause, or to permit the holder thereof to cause,
such Debt to mature; or any such Debt shall be declared to be due and
payable or required to be prepaid or redeemed (other than by a regularly
scheduled required prepayment or redemption), purchased or defeased, or
an offer to prepay, redeem, purchase or defease such Debt shall be
required to be made, in each case prior to the stated maturity thereof;
provided that any Specified Default under the Oak Hill Indenture shall
not constitute an Event of Default under this clause (e); or




		
	 	     (f) CBI or any of its Subsidiaries shall generally not pay its debts
as such debts become due, or shall admit in writing its inability to pay
its debts generally, or shall make a general assignment for the benefit
of creditors; or any proceeding shall be instituted by or against CBI or
any of its Subsidiaries seeking to adjudicate it a bankrupt or insolvent,
or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its debts under
any law relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief or the appointment
of a receiver, trustee or other similar official for it or for any
substantial part of its property and, in the case of any such proceeding
instituted against it (but not instituted by it) that is being diligently
contested by it in good faith, either such proceeding shall remain
undismissed or unstayed for a period of 30 days or any of the actions
sought in such proceeding (including, without limitation, the entry of an
order for relief against, or the appointment of a receiver, trustee,
custodian or other similar official for, it or any substantial part of
its property) shall occur; or CBI or any of its Subsidiaries shall take
any corporate action to authorize any of the actions set forth above in
this subsection (f); or




		
	 	     (g) any judgments or orders, either individually or in the
aggregate, for the payment of money in excess of $30,000,000 shall be
rendered against CBI or any of its Subsidiaries and either (i)
enforcement proceedings shall have been commenced by any creditor upon
such judgment or order or (ii) there shall be any period of 30
consecutive days during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not be in
effect; or




		
	 	     (h) any non-monetary judgment or order shall be rendered against CBI
or any of its Subsidiaries that could have a Material Adverse Effect, and
there shall be any period of 30 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; or




		
	 	     (i) any provision of any Loan Document of CBI or any of its
Subsidiaries after delivery thereof pursuant to Section 3.01 or 5.01(j)
shall for any reason cease to be valid and binding on or enforceable
against any such Loan Party party to it, or any such Loan Party shall so
state in writing; or




		
	 	     (j) any Collateral Document of CBI or any of its Subsidiaries or
financing statement after delivery thereof pursuant to Section 3.01 or
5.01(j) shall for any reason (other than pursuant to the terms thereof)
cease to create a valid and perfected first



127






 







		
	 	priority lien on and security interest in the Collateral purported
to be covered thereby; if such Collateral is property of CBI or its
Subsidiaries; or




		
	 	     (k) a Change of Control shall occur; or




		
	 	     (l) any ERISA Event shall have occurred with respect to a Plan that
could reasonably be expected to have a Material Adverse Effect; or




		
	 	     (m) any Loan Party or any ERISA Affiliate shall have been notified
by the sponsor of a Multiemployer Plan that it has incurred Withdrawal
Liability to such Multiemployer Plan in an amount that, when aggregated
with all other amounts required to be paid to Multiemployer Plans by the
Loan Parties and the ERISA Affiliates as Withdrawal Liability (determined
as of the date of such notification) could reasonably be expected to have
a Material Adverse Effect; or




		
	 	     (n) any Loan Party or any ERISA Affiliate shall have been notified
by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in
reorganization or is being terminated, within the meaning of Title IV of
ERISA, and as a result of such reorganization or termination the
aggregate annual contributions of the Loan Parties and the ERISA
Affiliates to all Multiemployer Plans that are then in reorganization or
being terminated have been or will be increased over the amounts
contributed to such Multiemployer Plans for the plan years of such
Multiemployer Plans immediately preceding the plan year in which such
reorganization or termination occurs by an amount that could reasonably
be expected to have a Material Adverse Effect; or




		
	 	     (o) an “Event of Default” (as defined in the Junior Notes Indenture,
the Refinancing Notes governing documents or the Oak Hill Indenture, as
the case may be) shall have occurred and be continuing under the Junior
Notes Indenture, the Refinancing Notes or, prior to the consummation of
the Oak Hill Refinancing, the Oak Hill Indenture,



then, and in any such event, the Administrative Agent (i) shall at the request,
or may with the consent, of the Required Lenders, by notice to the Borrowers,
declare the Commitments of each Lender Party and the obligation of each Lender
Party to make Advances (other than Letter of Credit Advances by an Issuing Bank
or a Revolving Credit Lender pursuant to Section 2.03(c) and Swing Line
Advances by a Revolving Credit Lender pursuant to Section 2.02(b)) and of each
Issuing Bank to issue Letters of Credit to be terminated, whereupon the same
shall forthwith terminate, and (ii) shall at the request, or may with the
consent, of the Required Lenders, (A) by notice to the Borrowers, declare the
Notes, all interest thereon and all other amounts payable under this Agreement
and the other Loan Documents to be forthwith due and payable, whereupon the
Notes, all such interest and all such amounts shall become and be forthwith due
and payable, without presentment, demand, protest or further notice of any
kind, all of which are hereby expressly waived by the Borrowers and (B) by
notice to each applicable Issuing Bank, direct such Issuing Bank to deliver a
Default Termination Notice to the beneficiary of each Letter of Credit issued
by it and each such Issuing Bank shall deliver such Default Termination
Notices; provided, however, that, in the event of an actual or deemed entry of
an order for relief with respect to CBI or any of its Subsidiaries under the
Federal Bankruptcy Code, (1) the Commitments of each Lender Party and the
obligation of each Lender Party to make


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Advances (other than Letter of Credit Advances by an Issuing Bank or a
Revolving Credit Lender pursuant to Section 2.03(c) and Swing Line Advances by
a Revolving Credit Lender pursuant to Section 2.02(b)) and of each Issuing Bank
to issue Letters of Credit shall automatically be terminated and (2) the Notes
of the Borrowers, all such interest and all such amounts shall automatically
become and be due and payable, without presentment, demand, protest or any
notice of any kind, all of which are hereby expressly waived by the Borrowers.


For the avoidance of doubt, the Administrative Agent and the Lenders agree that
a BRCOM Default or BRCOM Event of Default shall not under any circumstances
give rise to any right to accelerate any of the Obligations of CBI or any of
its Subsidiaries or to seek any recourse under the Guarantees or Collateral
provided by CBI or its Subsidiaries to support the Obligations of BCSI prior to
the earlier of (a) the final maturity date of the Facilities and (b) the
acceleration of the Notes of CBI resulting from an independent Event of
Default.


          SECTION 7.02. Actions in Respect of the Letters of Credit upon Default.
If any Event of Default shall have occurred and be continuing, the
Administrative Agent may, or shall at the request of the Required Lenders,
irrespective of whether it is taking any of the actions described in Section
7.01 or otherwise, make demand upon the Borrowers to, and forthwith upon such
demand the Borrowers will, pay to the Administrative Agent on behalf of the
Lender Parties in same day funds at the Administrative Agent’s office
designated in such demand, for deposit in the L/C Cash Collateral Account, an
amount equal to the aggregate Available Amount of all Letters of Credit then
outstanding. If at any time the Administrative Agent determines that any funds
held in the L/C Cash Collateral Account are subject to any right or claim of
any Person other than the Agents and the Lender Parties or that the total
amount of such funds is less than the aggregate Available Amount of all Letters
of Credit, the Borrowers will, forthwith upon demand by the Administrative
Agent, pay to the Administrative Agent, as additional funds to be deposited and
held in the L/C Cash Collateral Account, an amount equal to the excess of (a)
such aggregate Available Amount over (b) the total amount of funds, if any,
then held in the L/C Cash Collateral Account that the Administrative Agent
determines to be free and clear of any such right and claim. Upon the drawing
of any Letter of Credit for which funds are on deposit in the L/C Cash
Collateral Account, such funds shall be applied to reimburse the relevant
Issuing Bank or Revolving Credit Lenders, as applicable, to the extent
permitted by applicable law.



          SECTION 7.03. BRCOM Events of Default. If any of the following events (“BRCOM
Events of Default”) shall occur and be continuing:



     (a)  any default of the type specified in clauses (b), (c), (d), (e), (g),
(h), (i) or (j) of Section 7.01 shall have occurred by, against or with respect
to BRCOM or any of its Subsidiaries; or


     (b)  any default of the type specified in clause (f) of Section 7.01 shall
have occurred by, against or with respect to BRCOM or any of its
Subsidiaries;


then, and in any such event, the Administrative Agent (i) shall at the request,
or may with the consent, of the Required Lenders, by notice to the Borrowers,
declare the Notes of BCSI, all interest thereon and all other amounts payable
by BCSI under this Agreement and the other Loan


129






 


Documents to be forthwith due and payable, whereupon the Notes of BCSI, all
such interest thereon and all such amounts shall become and be forthwith due
and payable, without presentment, demand, protest or further notice of any
kind, all of which are hereby expressly waived by the Borrowers and (ii) by
notice to each applicable Issuing Bank, direct such Issuing Bank to deliver a
Default Termination Notice to the beneficiary of each Letter of Credit issued
by it for the account of BCSI or any of its Subsidiaries and each such Issuing
Bank shall deliver such Default Termination Notices; provided, however, that,
in the event of an actual or deemed entry of an order for relief with respect
to BRCOM or any of its Subsidiaries under the Federal Bankruptcy Code, the
Notes of BCSI, all such interest and all such amounts due by BCSI shall
automatically become and be due and payable, without presentment, demand,
protest or any notice of any kind, all of which are hereby expressly waived by
BCSI, it being understood and agreed that any such entry of an order for relief
with respect to BRCOM or any of its Subsidiaries will not constitute an Event
of Default or cause an automatic acceleration of the Notes of CBI or the
termination of the Commitments of each Lender Party or the obligation of each
Lender Party to make Advances or of each Issuing Bank to issue Letters of
Credit to CBI.


For the avoidance of doubt, the Administrative Agent and the Lenders agree that
a BRCOM Default or BRCOM Event of Default shall not under any circumstances
give rise to any right to accelerate any of the Obligations of CBI or any of
its Subsidiaries or to seek any recourse under the Guarantees or Collateral
provided by CBI or its Subsidiaries to support the Obligations of BCSI prior to
the earlier of (a) the final maturity date of the Facilities and (b) the
acceleration of the Notes of CBI resulting from an independent Event of
Default.


ARTICLE VIII



THE AGENTS



          SECTION 8.01. Authorization and Action. (a) Each Lender Party (in its
capacities as a Lender, a Swing Line Bank (if applicable), an Issuing Bank (if
applicable) and on behalf of itself and its Affiliates as potential Hedge
Banks) hereby appoints and authorizes each Agent to take such action as agent
on its behalf and to exercise such powers and discretion under this Agreement
and the other Loan Documents as are delegated to such Agent by the terms hereof
and thereof, together with such powers and discretion as are reasonably
incidental thereto. As to any matters not expressly provided for by the Loan
Documents (including, without limitation, enforcement or collection of the
Notes), no Agent shall be required to exercise any discretion or take any
action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions
of the Required Lenders, and such instructions shall be binding upon all Lender
Parties and all holders of Notes; provided, however, that no Agent shall be
required to take any action that exposes such Agent to personal liability or
that is contrary to this Agreement or applicable law. Each Agent agrees to
give to each Lender Party prompt notice of each notice given to it by the
Borrowers pursuant to the terms of this Agreement.



          (b) The Administrative Agent shall also act as the “collateral agent”
under the Loan Documents, and each Lender Party (in its capacity as a Lender
and a Secured Party) hereby





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appoints and authorizes the Administrative Agent to act as the agent of
such Lender Party for purposes of acquiring, holding and enforcing any and all
Liens on Collateral granted by any of the Loan Parties to secure any of the
Secured Obligations, together with such powers and discretion as are reasonably
incidental thereto. The Administrative Agent may from time to time in its
discretion appoint any of the other Lender Party or any of the Affiliates of a
Lender Party to act as its co-agent or sub-agent for purposes of holding or
enforcing any Lien on the Collateral (or any portion thereof) granted under the
Collateral Documents or of exercising any rights and remedies thereunder at the
direction of the Administrative Agent. In this connection, the Administrative
Agent, as “collateral agent”, and such co-agents and sub-agents shall be
entitled to the benefits of all provisions of this Article VIII (including,
without limitation, Section 8.05, as though such co-agents or sub-agents were
the “collateral agent” under the Loan Documents) as if set forth in full herein
with respect thereto.


          (c) Each of the Co-Arrangers shall have no powers or discretion under this
Agreement or any of the other Loan Documents other than those bestowed upon it
as a co-agent or sub-agent from time to time by the Administrative Agent
pursuant to subsection (b) of this Section 8.01, and each Lender Party hereby
acknowledges that none of the Co-Arrangers have any liability under this
Agreement or any of the other Loan Documents.





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          SECTION 8.02. Agents’ Reliance, Etc. Neither any Agent nor any of their
respective directors, officers, agents or employees shall be liable for any
action taken or omitted to be taken by it or them under or in connection with
the Loan Documents, except for its or their own gross negligence or willful
misconduct. Without limitation of the generality of the foregoing, each Agent:
(a) may treat the payee of any Note as the holder thereof until, in the case
of the Administrative Agent, the Administrative Agent receives and accepts an
Assignment and Acceptance entered into by the Lender that is the payee of such
Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of
any other Agent, such Agent has received notice from the Administrative Agent
that it has received and accepted such Assignment and Acceptance, in each case
as provided in Section 9.08; (b) may consult with legal counsel (including
counsel for any Loan Party), independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (c) makes no warranty or representation to any Lender
Party and shall not be responsible to any Lender Party for any statements,
warranties or representations (whether written or oral) made in or in
connection with the Loan Documents; (d) shall not have any duty to ascertain or
to inquire as to the performance or observance of any of the terms, covenants
or conditions of any Loan Document on the part of any Loan Party or to inspect
the property (including the books and records) of any Loan Party; (e) shall not
be responsible to any Lender Party for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of, or the perfection or
priority of any lien or security interest created or purported to be created
under or in connection with, any Loan Document or any other instrument or
document furnished pursuant thereto; and (f) shall incur no liability under or
in respect of any Loan Document by acting upon any notice, consent, certificate
or other instrument or writing (which may be by telegram, telecopy or telex)
believed by it to be genuine and signed or sent by the proper party or parties.



          SECTION 8.03. The Administrative Agent, the Syndication Agent, the
Co-Arrangers and Affiliates. With respect to its Commitments, the Advances
made by it and the Notes issued to it, CUSA, Bank of America, Citigroup and BAS
shall have the same rights and powers under the Loan Documents as any other
Lender Party and may exercise the same as though it were not an Agent; and the
term “Lender Party”, “Lender Parties”, “Secured Party” or “Secured Parties”
shall, unless otherwise expressly indicated, include CUSA, Bank of America,
Citigroup and BAS in their respective individual capacities. CUSA, Bank of
America, Citigroup and BAS and their respective affiliates (whether or not
parties hereto) may accept deposits from, lend money to, act as trustee under
indentures of, accept investment banking engagements from and generally engage
in any kind of business with, any Loan Party, any of its Subsidiaries and any
Person that may do business with or own securities of any Loan Party or any
such Subsidiary, all as if CUSA, Bank of America, Citigroup and BAS were not
Agents and without any duty to account therefor to the Lender Parties.



          SECTION 8.04. Lender Party Credit Decision. Each Lender Party
acknowledges that it has, independently and without reliance upon any Agent or
any other Lender Party and based on the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender Party also acknowledges that it will, independently and
without reliance upon any Agent or any other Lender Party and based on such
documents and





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information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under this Agreement.


          SECTION 8.05. Indemnification. (a) Each Lender Party severally agrees
to indemnify each Agent (to the extent not promptly reimbursed by the
Borrowers) from and against such Lender Party’s ratable share (determined as
provided below) of any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever that may be imposed on, incurred by, or asserted
against such Agent in any way relating to or arising out of the Loan Documents
or any action taken or omitted by such Agent under the Loan Documents
(collectively, the “Lender Indemnified Costs”); provided, however, that no
Lender Party shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from such Agent’s gross negligence or willful
misconduct as found in a final, non-appealable judgment by a court of competent
jurisdiction. In the case of any claim, investigation, litigation or
proceeding giving rise to any Lender Indemnified Costs, the indemnification
provided by the Lender Parties under this Section 8.05 shall apply whether or
not any such claim, investigation, litigation or proceeding is brought by such
Agent, any of the Lender Parties or a third party. Without limiting any of the
provisions of the immediately preceding sentence, each of the Lender Parties
hereby agrees to reimburse the Agents promptly upon demand for its ratable
share of any costs and expenses (including, reasonable fees and expenses of
counsel) incurred by such Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement or any of the other
Loan Documents, to the extent that such Agent is not promptly reimbursed for
such costs and expenses by the Borrowers.



          (b) Each Lender Party severally agrees to indemnify each Issuing Bank (to
the extent not promptly reimbursed by the Borrowers) from and against such
Lender Party’s ratable share (determined as provided below) of any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever that
may be imposed on, incurred by, or asserted against such Issuing Bank in any
way relating to or arising out of the Loan Documents or any action taken or
omitted by such Issuing Bank under the Loan Documents; provided, however, that
no Lender Party shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Issuing Bank’s gross negligence
or willful misconduct as found in a final, non-appealable judgment by a court
of competent jurisdiction. Without limitation of the foregoing, each Lender
Party agrees to reimburse such Issuing Bank promptly upon demand for its
ratable share of any costs and expenses (including, without limitation, fees
and expenses of counsel) payable by such Borrower under Section 9.05, to the
extent that such Issuing Bank is not promptly reimbursed for such costs and
expenses by such Borrower.



          (c) For purposes of this Section 8.05, the Lender Parties’ respective
ratable shares of any amount shall be determined, at any time, according to the
sum of (i) the aggregate principal amount of the Advances outstanding at such
time and owing to the respective Lender Parties, (ii) their respective Pro Rata
Shares of the aggregate Available Amount of all Letters of





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Credit outstanding at such time, (iii) the aggregate unused portions of
their respective Term Commitments at such time and (iv) their respective Unused
Revolving Credit Commitments at such time; provided that the aggregate
principal amount of Swing Line Advances owing to any Swing Line Bank and of
Letter of Credit Advances owing to any Issuing Bank shall be considered to be
owed to the Revolving Credit Lenders ratably in accordance with their
respective Revolving Credit Commitments. The failure of any Lender Party to
reimburse any Agent or any Issuing Bank, as the case may be, promptly upon
demand for its ratable share of any amount required to be paid by the Lender
Parties to such Agent or such Issuing Bank, as the case may be, as provided
herein shall not relieve any other Lender Party of its obligation hereunder to
reimburse such Agent or such Issuing Bank, as the case may be, for its ratable
share of such amount, but no Lender Party shall be responsible for the failure
of any other Lender Party to reimburse such Agent or such Issuing Bank, as the
case may be, for such other Lender Party’s ratable share of such amount.
Without prejudice to the survival of any other agreement of any Lender Party
hereunder, the agreement and obligations of each Lender Party contained in this
Section 8.05 shall survive the payment in full of principal, interest and all
other amounts payable hereunder and under the other Loan Documents.


          SECTION 8.06. Successor Agents. Any Agent may resign as to any or all of
the Facilities at any time by giving written notice thereof to the Lender
Parties and the Borrowers and may be removed as to all of the Facilities at any
time with or without cause by the Required Lenders. Upon any such resignation
or removal, the Required Lenders shall have the right to appoint a successor
Agent as to such of the Facilities as to which such Agent has resigned or been
removed. If no successor Agent shall have been so appointed by the Required
Lenders, and shall have accepted such appointment, within 30 days after the
retiring Agent’s giving of notice of resignation or the Required Lenders’
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lender Parties, appoint a successor Agent, which shall be a commercial bank
organized under the laws of the United States or of any State thereof and
having a combined capital and surplus of at least $250,000,000. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent as to all of the Facilities and upon the execution and
filing or recording of such financing statements, or amendments thereto, and
such amendments or supplements to the mortgages, if any, and such other
instruments or notices, as may be necessary or desirable, or as the Required
Lenders may request, in order to continue the perfection of the Liens granted
or purported to be granted by the Collateral Documents, such successor
Administrative Agent shall succeed to and become vested with all the rights,
powers, discretion, privileges and duties of the retiring Administrative Agent,
and the retiring Administrative Agent shall be discharged from its duties and
obligations under the Loan Documents. Upon the acceptance of any appointment
as Administrative Agent hereunder by a successor Administrative Agent as to
less than all of the Facilities and upon the execution and filing or recording
of such financing statements, or amendments thereto, and such amendments or
supplements to the mortgages, if any, and such other instruments or notices, as
may be necessary or desirable, or as the Required Lenders may request, in order
to continue the perfection of the Liens granted or purported to be granted by
the Collateral Documents, such successor Administrative Agent shall succeed to
and become vested with all the rights, powers, discretion, privileges and
duties of the retiring Administrative Agent as to such Facilities, other than
with respect to funds transfers and other similar aspects of the administration
of Borrowings under such Facilities, issuances of Letters of Credit
(notwithstanding any resignation as





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Administrative Agent with respect to the Letter of Credit Facility) and
payments by the Borrowers in respect of such Facilities, and the retiring
Administrative Agent shall be discharged from its duties and obligations under
this Agreement as to such Facilities, other than as aforesaid. If within 45
days after written notice is given of the retiring Agent’s resignation or
removal under this Section 8.06 no successor Agent shall have been appointed
and shall have accepted such appointment, then on such 45th day (a) the
retiring Agent’s resignation or removal shall become effective, (b) the
retiring Agent shall thereupon be discharged from its duties and obligations
under the Loan Documents and (c) the Required Lenders shall thereafter perform
all duties of the retiring Agent under the Loan Documents until such time, if
any, as the Required Lenders appoint a successor Agent as provided above.
After any retiring Agent’s resignation or removal hereunder as Agent as to any
of the Facilities shall have become effective, the provisions of this Article
VIII shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Agent as to such Facilities under this Agreement.


ARTICLE IX



MISCELLANEOUS



          SECTION 9.01. Amendments, Etc. No amendment or waiver of any provision
of this Agreement, the Notes or any of the other Loan Documents, nor consent to
any departure by any of the Loan Parties therefrom, shall in any event be
effective unless the same shall be in writing and signed by each of the Loan
Parties party to such Loan Document and directly affected by such amendment,
waiver or consent and signed (or in the case of the Collateral Documents,
consented to) by the Required Lenders, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, however, that:




		
	 	     (a) no amendment, waiver or consent shall, unless in writing and
signed by the Borrowers and all of the Lenders (other than any of the
Lenders that is, at such time, a Defaulting Lender), do any of the
following at any time:




		
	 	     (i) waive any of the conditions specified in Section 3.01 or,
in the case of the initial Borrowing under any Facility, Section
3.02;




		
	 	     (ii) change the number of Lenders or the percentage of the
Commitments or the aggregate outstanding principal amount of
Advances or the aggregate Available Amount of outstanding Letters
of Credit that, in each case, shall be required for the Lender
Parties or any of them to take any action hereunder;




		
	 	     (iii) release (x) the guarantee of CBI under Article VI herein
or (y) all or substantially all of the value of the guarantees of
the Subsidiaries under the Subsidiary Guaranties (other than in
connection with a disposition or sale of assets permitted by this
Agreement);



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	 	     (iv) release all or substantially all of the Collateral in any
transaction or series of related transactions (other than in
connection with a disposition or sale of assets permitted by this
Agreement);




		
	 	     (v) change any purchase obligation of any
Lender under Section 2.13; or




		
	 	     (vi) amend this Section 9.01;




		
	 	     (b) no amendment, waiver or consent shall, unless in writing and
signed by the Borrowers and the Required Lenders and each of the Lenders
(other than any of the Lenders that is, at such time, a Defaulting
Lender) that has a Commitment or an Advance then outstanding under the
Term A Facility, the Term B Facility, the Term C Facility or the
Revolving Credit Facility, as the case may be, if such Lender is directly
affected by such amendment, waiver or consent:




		
	 	     (i) increase the Commitments of such Lender;




		
	 	     (ii) reduce the principal of, or stated rate of interest on,
the Advances held by such Lender or any fees or other amounts
payable hereunder to such Lender or reduce or relieve any repayment
obligation of the Revolving Credit Lenders under Section 2.03(c);
or




		
	 	     (iii) postpone any date scheduled for any payment of principal
of, or interest on, the Advances held by such Lender pursuant to
Section 2.04 or 2.07, or postpone scheduled reductions of the
Revolving Credit Facility pursuant to Section 2.05 or any date
fixed for any payment of fees or the Guaranteed Obligations payable
hereunder to such Lender; and




		
	 	     (c) no amendment, waiver or consent shall, unless in writing and
signed by the Borrowers and the Required Lenders and, if the Lenders
under any such Facility are directly affected by such amendment, waiver
or consent, Lenders holding more than 50% of the aggregate Commitments
or, if no Commitments are then outstanding under such Facility, the
Advances then outstanding, under the Term A Facility, the Term B
Facility, the Term C Facility or the Revolving Credit Facility, as the
case may be, change the order of application of any reduction in the
Commitments in any manner that materially affects any Lender Party under
such Facility at any time when all or a portion of the Term A Facility,
the Term B Facility or the Term C Facility remains in effect or
permanently reduce the Revolving Credit Facility;



and provided further that no amendment, waiver or consent shall, unless in
writing and signed by each Swing Line Bank or each Issuing Bank, as the case
may be, in addition to the Lenders required above to take such action, affect
the rights or duties of such Swing Line Bank or such Issuing Bank under this
Agreement or any of the other Loan Documents; and provided further that no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lender Parties required above to take
such action, affect the rights or duties of the Administrative Agent under this
Agreement or any of the other Loan Documents.


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Notwithstanding any of the foregoing provisions of this Section 9.01, none of
the defined terms set forth in Section 1.01 shall be amended, supplemented or
otherwise modified hereafter in any manner that would change the meaning,
purpose or effect of this Section 9.01 or any section referred to herein unless
such amendment, supplement or modification is agreed to in writing by the
number and percentage of Lenders (and each Swing Line Bank, each Issuing Bank
and the Administrative Agent, in each case, if applicable) otherwise required
to amend such section under the terms of this Section 9.01.


          SECTION 9.02. Amendments While the Term D Facility Remains Outstanding.
At any time that any Term D Advance or Term D Commitment remains outstanding,
notwithstanding the provisions of Section 9.01, no amendment or waiver of any
provision of this Agreement, the Notes or any of the other Loan Documents, nor
consent to any departure by any of the Loan Parties therefrom, shall in any
event be effective unless the same shall be in writing and signed by each of
the Loan Parties party to such Loan Document and directly affected by such
amendment, waiver or consent and signed (or in the case of the Collateral
Documents, consented to) by the Required Lenders (it being understood that if
the Required Lenders shall have approved any such amendment, waiver or consent
under this Section 9.02, a majority in interest of the Revolving Credit Lenders
shall be deemed to have approved such amendment or waiver for purposes of
Section 9.01), and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided,
however, that:



          (a) No amendment, waiver or consent shall, unless in writing and signed by
the Borrowers and the Required Lenders and each of the Lenders (other than any
of the Lenders that is, at such time, a Defaulting Lender) that has a
Commitment or an Advance then outstanding under the Term D Facility, if such
Lender is directly affected by such amendment, waiver or consent:




	 	(i)	 	increase the Commitments of such Lender;
	 
	 	(ii)	 	reduce the principal of, or stated rate of
interest on, the Advances held by such Lender or any fees or
other amounts payable hereunder to such Lender; or
	 
	 	(iii)	 	postpone any date scheduled for any payment of
principal of, or interest on, the Advances held by such Lender
pursuant to Section 2.04 or 2.07, or any date fixed for any
payment of fees or the Guaranteed Obligations payable
hereunder to such Lender; and



          (b) no amendment, waiver or consent shall, unless in writing and signed by
the Borrowers and the Required Lenders and, if the Lenders under such Facility
are directly affected by such amendment, waiver or consent, Lenders holding
more than 50% of the aggregate Commitments or, if no Commitments are then
outstanding under such Facility, the Advances then outstanding, under the Term
D Facility or the Revolving Credit Facility, as the case may be, change the
order of application of any reduction in the Commitments in any manner that
materially affects any Lender Party under such Facility at any time when all or
a portion of the Term D Facility remains in effect or permanently reduce the
Revolving Credit Facility;





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and provided further that no amendment, waiver or consent shall, unless in
writing and signed by each Swing Line Bank or each Issuing Bank, as the case
may be, in addition to the Lenders required above to take such action, affect
the rights or duties of such Swing Line Bank or such Issuing Bank under this
Agreement or any of the other Loan Documents; and provided further that no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lender Parties required above to take
such action, affect the rights or duties of the Administrative Agent under this
Agreement or any of the other Loan Documents. Notwithstanding any of the
foregoing provisions of this Section 9.02, none of the defined terms set forth
in Section 1.01 shall be amended, supplemented or otherwise modified hereafter
in any manner that would change the meaning, purpose or effect of this Section
9.02 or any section referred to herein unless such amendment, supplement or
modification is agreed to in writing by the number and percentage of Lenders
(and each Swing Line Bank, each Issuing Bank and the Administrative Agent, in
each case, if applicable) otherwise required to amend such section under the
terms of this Section 9.02.


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          SECTION 9.03. Notices, Etc. All notices and other communications
provided for hereunder shall be in writing (including telegraphic, telecopy or
telex communication) and mailed, telegraphed, telecopied, telexed or delivered,
if to any of the Borrowers, at its address at 201 East Fourth Street, 102-760,
P.O. Box 2301, Cincinnati, Ohio 45201-2301, Attention: Treasurer, Telecopier
No.: 513-397-4177; if to any Initial Lender Party, at its Domestic Lending
Office specified opposite its name on Schedule I hereto; if to any other Lender
Party, at its Domestic Lending Office specified in the Assignment and
Acceptance pursuant to which it became a Lender Party; if to the Syndication
Agent, at its address at 555 California Street, 12th Floor, San Francisco,
California 94104-1503, Attention: Henry Yu, Telecopier No.: (415) 622-0234,
with a copy to Wayne Gero, One Independence Center, 101 N. Tryon St.,
Charlotte, NC 28255, Telecopier No.: 704-409-0050; and if to the
Administrative Agent, at its address at 388 Greenwich Street,
21st Floor, New
York, NY 10013, Attention: John Judge; Telecopier No.: 212-816-8084; or, as to
the Borrowers or the Administrative Agent, at such other address as shall be
designated by such party in a written notice to the other parties and, as to
each other party, at such other address as shall be designated by such party in
a written notice to the Borrowers and the Administrative Agent. All such
notices and other communications shall, when mailed, telegraphed, telecopied or
telexed, be effective when deposited in the mails, delivered to the telegraph
company, transmitted by telecopier or confirmed by telex answerback,
respectively, except that notices and communications to any Agent pursuant to
Article II, III or VIII shall not be effective until received by such Agent.
Delivery by telecopier of an executed counterpart of any amendment or waiver of
any provision of this Agreement or the Notes or of any Exhibit hereto to be
executed and delivered hereunder shall be effective as delivery of an original
executed counterpart thereof.



          SECTION 9.04. No Waiver; Remedies. No failure on the part of any Lender
Party or any Agent to exercise, and no delay in exercising, any right hereunder
or under any Note shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.



          SECTION 9.05. Costs and Expenses. (a) Each of the Borrowers hereby
agrees to pay on demand (i) all costs and expenses of each Agent in connection
with the preparation, execution, delivery, administration, modification and
amendment of the Loan Documents (including, without limitation, (A) all due
diligence, collateral review, syndication, transportation, computer,
duplication, appraisal, audit, insurance, consultant, search, filing and
recording fees and expenses and (B) the reasonable fees and expenses of counsel
for the Agents with respect thereto, with respect to advising the Agents as to
their rights and responsibilities, or the perfection, protection or
preservation of rights or interests, under the Loan Documents, with respect to
negotiations with any Loan Party or with other creditors of any Loan Party or
any of its Subsidiaries arising out of any Default or any events or
circumstances that may give rise to a Default and with respect to presenting
claims in or otherwise participating in or monitoring any bankruptcy,
insolvency or other similar proceeding involving creditors’ rights generally
and any proceeding ancillary thereto) and (ii) all costs and expenses of each
Agent and each Lender Party in connection with the enforcement of the Loan
Documents, whether in any action, suit or litigation, or any bankruptcy,
insolvency or other similar proceeding affecting creditors’ rights





139






 





generally (including, without limitation, the reasonable fees and expenses
of counsel for the Administrative Agent and each Lender Party with respect
thereto).


          (b) Each of the Borrowers hereby jointly and severally agrees to
indemnify, defend and save and hold harmless each Agent, each Lender Party and
each of their Affiliates and their respective officers, directors, employees,
agents and advisors (each, an “Indemnified Party”) from and against, and shall
pay on demand, any and all claims, damages, losses, liabilities and expenses
(including, without limitation, reasonable fees and expenses of counsel) that
may be incurred by or asserted or awarded against any Indemnified Party, in
each case arising out of or in connection with or by reason of (including,
without limitation, in connection with any investigation, litigation or
proceeding or preparation of a defense in connection therewith) (i) the
Transaction (or any aspect thereof), (ii) the Facilities, the actual or
proposed use of the proceeds of the Advances or the Letters of Credit, the
Transaction Documents or any of the transactions contemplated thereby,
including, without limitation, any acquisition or proposed acquisition
(including, without limitation, the Transaction) by CBI or any of its
Subsidiaries (including BRCOM and its Subsidiaries) or Affiliates of all or any
portion of the Equity Interests in or Debt securities or substantially all of
the property or assets of any other Person or (iii) the actual or alleged
presence of Hazardous Materials on any property of any Loan Party or any of its
Subsidiaries or any Environmental Action relating in any way to any Loan Party
or any of its Subsidiaries, except to the extent such claim, damage, loss,
liability or expense is found in a final, non-appealable judgment by a court of
competent jurisdiction to have resulted from such Indemnified Party’s gross
negligence or willful misconduct. In the case of an investigation, litigation
or other proceeding to which the indemnity in this Section 9.05(b) applies,
such indemnity shall be effective whether or not such investigation, litigation
or proceeding is brought by any Loan Party, its directors, shareholders or
creditors or an Indemnified Party, whether or not any Indemnified Party is
otherwise a party thereto and whether or not the Transaction is consummated.
Each Borrower also agrees not to assert any claim against any Agent, any Lender
Party or any of their Affiliates, or any of their respective officers,
directors, employees, agents and advisors, on any theory of liability, for
special, indirect, consequential or punitive damages arising out of or
otherwise relating to the Facilities, the actual or proposed use of the
proceeds of the Advances or the Letters of Credit, the Transaction Documents or
any of the transactions contemplated by the Transaction Documents.



          It is understood and agreed that, unless (i) a conflict of interest
between such Indemnified Party and any Loan Party or any of their respective
Affiliates may exist in respect of such Indemnifiable Matter in the reasonable
opinion of counsel for such Indemnified Party or (ii) there may be one or more
legal defenses available to such Indemnified Party that are different from or
in addition to, but in any such case are adverse to, any other Loan Parties or
any of their respective Affiliates, each Indemnified Party shall reasonably
endeavor to work cooperatively with each of the Borrowers with a view toward
minimizing the legal and other expenses associated with any defense and any
potential settlement or judgment; provided that no Indemnified Party shall be
required to disclose information of a type that lenders do not generally
disclose to borrowers or that such Indemnified Party would be prohibited from
disclosing based on any Federal, state or foreign authority or examiner
regulating such Indemnified Party. To the extent reasonably practicable and
not disadvantageous to any Indemnified Party, it is anticipated that a single
counsel selected by the Borrowers and





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reasonably satisfactory to such Indemnified Party may be used and such
Borrowers shall be responsible for all fees and expenses of each such counsel.
Notwithstanding the foregoing, such Indemnified Party shall have the right (but
not any obligation) to retain separate co-counsel and shall have the right, but
not the obligation, to assert any and all defenses, cross-claims and
counterclaims that it may have, and the fees and expenses of any such
co-counsel shall be at the expense of such Indemnified Party (except that such
Borrower or Borrowers shall be responsible for the fees and expenses of the
separate co-counsel (x) to the extent such Indemnified Party reasonably
concludes that any of the counsel chosen by such Borrower or Borrowers to
participate in the defense of any such Indemnifiable Matter has a conflict of
interest, (y) if such Borrower or Borrowers do not employ counsel reasonably
satisfactory to such Indemnified Party or (z) if such Borrower or Borrowers or
its counsel does not at all times defend such Indemnifiable Matter vigorously
and in good faith. Settlement of any claim or litigation involving any
material indemnified amount will require the approval of the Borrowers (not to
be unreasonably withheld).


          (c) If any payment of principal of, or Conversion of, any Eurodollar Rate
Advance is made by any Borrower to or for the account of a Lender Party other
than on the last day of the Interest Period for such Advance, as a result of a
payment or Conversion pursuant to Section 2.06, 2.09(b)(i) or 2.10(d),
acceleration of the maturity of the Notes pursuant to Section 7.01 or for any
other reason, or by an Eligible Assignee to a Lender Party other than on the
last day of the Interest Period for such Advance upon an assignment of rights
and obligations under this Agreement pursuant to Section 9.08 as a result of a
demand by such Borrower pursuant to Section 9.08(a), or if such Borrower fails
to make any payment or prepayment of an Advance for which a notice of
prepayment has been given or that is otherwise required to be made, whether
pursuant to Section 2.04, 2.06 or 7.01 or otherwise, such Borrower shall, upon
demand by such Lender Party (with a copy of such demand to the Administrative
Agent), pay to the Administrative Agent for the account of such Lender Party
any amounts required to compensate such Lender Party for any additional losses,
costs or expenses that it may reasonably incur as a result of such payment or
Conversion or such failure to pay or prepay, as the case may be, including,
without limitation, any loss (including loss of anticipated profits), cost or
expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by any Lender Party to fund or maintain such Advance.



          (d) If any Loan Party fails to pay when due any costs, expenses or other
amounts payable by it under any Loan Document, including, without limitation,
fees and expenses of counsel and indemnities, such amount may be paid on behalf
of such Loan Party by the Administrative Agent or any Lender Party, in its sole
discretion.



          (e) Without prejudice to the survival of any other agreement of any Loan
Party hereunder or under any other Loan Document, the agreements and
obligations of each Borrower contained in Sections 2.10 and 2.12 and this
Section 9.05 shall survive the payment in full of principal, interest and all
other amounts payable hereunder and under any of the other Loan Documents.



          SECTION 9.06. Right of Set-off. Upon (a) the occurrence and during the
continuance of any Event of Default and (b) the making of the request or the
granting of the





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consent specified by Section 7.01 to authorize the Administrative Agent to
declare the Notes due and payable pursuant to the provisions of Section 7.01,
each Agent and each Lender Party and each of their respective Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and otherwise apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by such Agent, such Lender Party or such
Affiliate to or for the credit or the account of each Borrower against any and
all of the Obligations of the Borrowers now or hereafter existing under the
Loan Documents, irrespective of whether such Agent or such Lender Party shall
have made any demand under this Agreement or such Note or Notes and although
such Obligations may be unmatured. Each Agent and each Lender Party agrees
promptly to notify the Borrowers after any such set-off and application;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each Agent and each
Lender Party and their respective Affiliates under this Section are in addition
to other rights and remedies (including, without limitation, other rights of
set-off) that such Agent, such Lender Party and their respective Affiliates may
have.


          SECTION 9.07. Binding Effect. The amendment and restatement contemplated
by this Agreement shall become effective as set forth in the Amendment and
Restatement Agreement and thereafter shall be binding upon and inure to the
benefit of each Borrower, each Agent and each Lender Party and their respective
successors and assigns, except that no Borrower shall have the right to assign
its rights hereunder or any interest herein without the prior written consent
of the Lender Parties. Any provision of this Agreement held to be invalid,
illegal or unenforceable for any reason in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.



          SECTION 9.08. Assignments and Participations. (a) Each Lender may and,
so long as no Default shall have occurred and be continuing, if demanded by CBI
(following a demand by such Lender pursuant to Section 2.10 or 2.12) upon at
least five Business Days’ notice to such Lender and the Administrative Agent,
will assign to one or more Eligible Assignees all or a portion of its rights
and obligations under this Agreement (including, without limitation, all or a
portion of its Commitment or Commitments, the Advances owing to it and the Note
or Notes held by it); provided, however, that (i) each such assignment shall be
of a uniform, and not a varying, percentage of all rights and obligations under
and in respect of one or more Facilities, (ii) except in the case of an
assignment to a Person that, immediately prior to such assignment, was a
Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an
assignment of all of a Lender’s rights and obligations under this Agreement,
the aggregate amount of the Commitments being assigned to such Eligible
Assignee pursuant to such assignment (determined as of the date of the
Assignment and Acceptance with respect to such assignment) shall in no event be
less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof
(or such lesser amount as shall be approved by the Administrative Agent and, so
long as no Default shall have occurred and be continuing at the time of
effectiveness of such assignment, the Borrowers) under each Facility for which
a Commitment is being assigned; provided that in the event of concurrent
assignments to two or more Related Funds, all such




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concurrent assignments shall be aggregated in determining compliance with
this requirement, (iii) each such assignment shall be to an Eligible Assignee,
(iv) each such assignment made as a result of a demand by the Borrowers
pursuant to this Section 9.08(a) shall be arranged by the Borrowers after
consultation with the Administrative Agent and shall be either an assignment of
all of the rights and obligations of the assigning Lender under this Agreement
or an assignment of a portion of such rights and obligations made concurrently
with another such assignment or other such assignments that together cover all
of the rights and obligations of the assigning Lender under this Agreement, (v)
no Lender shall be obligated to make any such assignment as a result of a
demand by the Borrowers pursuant to this Section 9.08(a) unless and until such
Lender shall have received one or more payments from either the Borrowers or
one or more Eligible Assignees in an aggregate amount at least equal to the
aggregate outstanding principal amount of the Advances owing to such Lender,
together with accrued interest thereon to the date of payment of such principal
amount and all other amounts payable to such Lender under this Agreement, and
(vi) the parties to each such assignment shall execute and deliver to the
Administrative Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance, together with any Note or Notes subject to such
assignment and a processing and recordation fee of $3,500; provided, however,
that for each such assignment made as a result of a demand by any Borrower
pursuant to this Section 9.08(a), such Borrower shall pay to the Administrative
Agent the applicable processing and recordation fee; provided further, that no
such fee shall be payable in the case of any assignment to a Related Fund; and
provided still further that, in the case of contemporaneous assignments by a
Lender to more than one fund managed by the same investment advisor (which
funds are not then Lenders hereunder), only a single such fee shall be payable
for such contemporaneous assignments.


          (b) Upon such execution, delivery, acceptance and recording, from and
after the effective date specified in such Assignment and Acceptance, (i) the
assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Lender or Issuing Bank, as the
case may be, hereunder and (ii) the Lender or Issuing Bank assignor thereunder
shall, to the extent that rights and obligations hereunder have been assigned
by it pursuant to such Assignment and Acceptance, relinquish its rights (other
than its rights under Sections 2.10, 2.12 and 9.04 to the extent any claim
thereunder relates to an event arising prior to such assignment) and be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all of the remaining portion of an assigning
Lender’s or Issuing Bank’s rights and obligations under this Agreement, such
Lender or Issuing Bank shall cease to be a party hereto).



          (c) By executing and delivering an Assignment and Acceptance, each Lender
Party assignor thereunder and each assignee thereunder confirm to and agree
with each other and the other parties thereto and hereto as follows: (i) other
than as provided in such Assignment and Acceptance, such assigning Lender Party
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with
any Loan Document or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of, or the perfection or priority of any lien
or security interest created or purported to be created under or in connection
with, any Loan Document or any other instrument or document furnished pursuant
thereto; (ii) such assigning Lender Party makes no





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representation or warranty and assumes no responsibility with respect to
the financial condition of any Loan Party or the performance or observance by
any Loan Party of any of its obligations under any Loan Document or any other
instrument or document furnished pursuant thereto; (iii) such assignee confirms
that it has received a copy of this Agreement, together with copies of the
financial statements referred to in Section 4.01 and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon any Agent, such assigning Lender Party
or any other Lender Party and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under this Agreement; (v) such assignee confirms
that it is an Eligible Assignee; (vi) such assignee appoints and authorizes
each Agent to take such action as agent on its behalf and to exercise such
powers and discretion under the Loan Documents as are delegated to such Agent
by the terms hereof and thereof, together with such powers and discretion as
are reasonably incidental thereto; and (vii) such assignee agrees that it will
perform in accordance with their terms all of the obligations that by the terms
of this Agreement are required to be performed by it as a Lender or Issuing
Bank, as the case may be.


          (d) The Administrative Agent, acting for this purpose (but only for this
purpose) as the agent of each of the Borrowers, shall maintain at its address
referred to in Section 9.03 a copy of each Assignment and Acceptance delivered
to and accepted by it and a register for the recordation of the names and
addresses of the Lender Parties and the Commitment under each Facility of, and
principal amount of the Advances owing under each Facility to, each Lender
Party from time to time (the “Register”). The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and each
Borrower, the Agents and the Lender Parties may treat each Person whose name is
recorded in the Register as a Lender Party hereunder for all purposes of this
Agreement. The Register shall be available for inspection by any Borrower or
any Agent or any Lender Party at any reasonable time and from time to time upon
reasonable prior notice.



          (e) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender Party and an assignee, together with any Note or Notes subject
to such assignment, the Administrative Agent shall, if such Assignment and
Acceptance has been completed and is in substantially the form of Exhibit C
hereto, (i) accept such Assignment and Acceptance, (ii) record the information
contained therein in the Register and (iii) give prompt notice thereof to the
Borrowers and each other Agent. In the case of any assignment by a Lender,
within five Business Days after its receipt of such notice, each Borrower, at
its own expense, shall execute and deliver to the Administrative Agent in
exchange for the surrendered Note or Notes a new Note to the order of such
Eligible Assignee in an amount equal to the Commitment assumed by it under each
Facility pursuant to such Assignment and Acceptance and, if any assigning
Lender has retained a Commitment hereunder under such Facility, a new Note to
the order of such assigning Lender in an amount equal to the Commitment
retained by it hereunder. Such new Note or Notes shall be in an aggregate
principal amount equal to the aggregate principal amount of such surrendered
Note or Notes, shall be dated the effective date of such Assignment and
Acceptance and shall otherwise be in substantially the form of Exhibit A-1 or
A-2 hereto, as the case may be.





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          (f) Each Issuing Bank may assign to one or more Eligible Assignees all or
a portion of its rights and obligations under the undrawn portion of its Letter
of Credit Commitment at any time; provided, however, that (i) except in the
case of an assignment to a Person that immediately prior to such assignment was
an Issuing Bank or an assignment of all of an Issuing Bank’s rights and
obligations under this Agreement, the amount of the Letter of Credit Commitment
of the assigning Issuing Bank being assigned pursuant to each such assignment
(determined as of the date of the Assignment and Acceptance with respect to
such assignment) shall in no event be less than $5,000,000 and shall be in an
integral multiple of $1,000,000 in excess thereof, (ii) each such assignment
shall be to an Eligible Assignee and (iii) the parties to each such assignment
shall execute and deliver to the Administrative Agent, for its acceptance and
recording in the Register, an Assignment and Acceptance, together with a
processing and recordation fee of $3,500.



          (g) Each Lender Party may sell participations to one or more Persons
(other than any Loan Party or any of its Affiliates) in or to all or a portion
of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitments, the Advances owing to it and
the Note or Notes (if any) held by it); provided, however, that (i) such Lender
Party’s obligations under this Agreement (including, without limitation, its
Commitments) shall remain unchanged, (ii) such Lender Party shall remain solely
responsible to the other parties hereto for the performance of such
obligations, (iii) such Lender Party shall remain the holder of any such Note
for all purposes of this Agreement, (iv) the Borrowers, the Agents and the
other Lender Parties shall continue to deal solely and directly with such
Lender Party in connection with such Lender Party’s rights and obligations
under this Agreement and (v) no participant under any such participation shall
have any right to approve any amendment or waiver of any provision of any Loan
Document, or any consent to any departure by any Loan Party therefrom, except
to the extent that such amendment, waiver or consent would reduce the principal
of, or interest on, the Notes or any fees or other amounts payable hereunder,
in each case to the extent subject to such participation, postpone any date
fixed for any payment of principal of, or interest on, the Notes or any fees or
other amounts payable hereunder, in each case to the extent subject to such
participation, or release all or substantially all of the Collateral.



          (h) Any Lender Party may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
9.08, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrowers furnished to such Lender
Party by or on behalf of the Borrowers; provided, however, that, prior to any
such disclosure, the assignee or participant or proposed assignee or
participant shall agree to preserve the confidentiality of any Confidential
Information received by it from such Lender Party.



          (i) Notwithstanding any other provision set forth in this Agreement, any
Lender Party may at any time create a security interest in all or any portion
of its rights under this Agreement (including, without limitation, the Advances
owing to it and the Note or Notes held by it) in favor of any Federal Reserve
Bank in accordance with Regulation A of the Board of Governors of the Federal
Reserve System.





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          (j) Notwithstanding anything to the contrary contained herein, any Lender
Party, (a “Granting Lender”) may grant to a special purpose funding vehicle
identified as such in writing from time to time by the Granting Lender to the
Administrative Agent and the Borrowers (an “SPC”) the option to provide all or
any part of any Advance that such Granting Lender would otherwise be obligated
to make pursuant to this Agreement; provided that (i) nothing herein shall
constitute a commitment by any SPC to fund any Advance, and (ii) if an SPC
elects not to exercise such option or otherwise fails to make all or any part
of such Advance, the Granting Lender shall be obligated to make such Advance
pursuant to the terms hereof. The making of an Advance by an SPC hereunder
shall utilize the Commitment of the Granting Lender to the same extent, and as
if, such Advance were made by such Granting Lender. Each party hereto hereby
agrees that (i) no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement for which a Lender Party would otherwise be
liable for so long as, and to the extent, the Granting Lender provides such
indemnity or makes such payment and (ii) no SPC shall be entitled to the
benefits of Sections 2.10 and 2.12 (or any other increased costs protection
provision). In furtherance of the foregoing, each party hereto hereby agrees
(which agreement shall survive the termination of this Agreement) that, prior
to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior Debt of any SPC, it will not
institute against, or join any other person in instituting against, such SPC
any bankruptcy, reorganization, arrangement, insolvency, or liquidation
proceeding under the laws of the United States or any State thereof.
Notwithstanding anything to the contrary contained in this Agreement, any SPC
may (i) with notice to, but without prior consent of, the Borrower, the
Syndication Agent and the Administrative Agent and without paying any
processing fee therefor, assign all or any portion of its interest in any
Advance to the Granting Lender and (ii) disclose on a confidential basis any
non-public information relating to its funding of Advances to any rating
agency, commercial paper dealer or provider of any surety or guarantee or
credit or liquidity enhancement to such SPC. This subsection 9.08(j) may not
be amended without the prior written consent of each Granting Lender, all or
any part of whose Advances are being funded by the SPC at the time of such
amendment. For the avoidance of doubt, with respect to the Agents, the other
Lender Parties and the Borrowers, the Granting Bank shall for all purposes,
including, without limitation, the approval of any amendment or waiver of any
provision of any Loan Document, be the Lender Party of record hereunder.



          (k) Notwithstanding any other provision set forth in this Agreement, any
Lender Party that is a fund that invests in bank loans may pledge all or any
portion of its rights in connection with this Agreement to the trustee for
holders of obligations owed, or securities issued, by such fund as security for
such obligations or securities; provided that nothing contained herein shall
affect any obligations of the Lender Party or such pledgee to comply with the
requirements of Section 9.08 in order for such pledgee to become a Lender Party
under this Agreement. No pledge described in the immediately preceding
sentence shall release such Lender Party from its obligations under this
Agreement.



          SECTION 9.09. Execution in Counterparts. This Agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page





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to this Agreement by telecopier shall be effective as delivery of an
original executed counterpart of this Agreement.


          SECTION 9.10. No Liability of the Issuing Banks. Each Borrower assumes
all risks of the acts or omissions of any beneficiary or transferee of any
Letter of Credit issued on behalf of such Borrower with respect to its use of
such Letter of Credit. Neither any Issuing Bank nor any of its officers or
directors shall be liable or responsible for: (a) the use that may be made of
any Letter of Credit or any acts or omissions of any beneficiary or transferee
in connection therewith; (b) the validity, sufficiency or genuineness of
documents, or of any endorsement thereon, even if such documents should prove
to be in any or all respects invalid, insufficient, fraudulent or forged; (c)
payment by such Issuing Bank against presentation of documents that do not
comply with the terms of a Letter of Credit, including failure of any documents
to bear any reference or adequate reference to the Letter of Credit; or (d) any
other circumstances whatsoever in making or failing to make payment under any
Letter of Credit, except that such Borrower shall have a claim against such
Issuing Bank, and such Issuing Bank shall be liable to such Borrower, to the
extent of any direct, but not consequential, damages suffered by such Borrower
that such Borrower proves were caused by (i) such Issuing Bank’s willful
misconduct or gross negligence as determined in a final, non-appealable
judgment by a court of competent jurisdiction in determining whether documents
presented under any Letter of Credit comply with the terms of the Letter of
Credit or (ii) such Issuing Bank’s willful failure to make lawful payment under
a Letter of Credit after the presentation to it of a draft and certificates
strictly complying with the terms and conditions of the Letter of Credit. In
furtherance and not in limitation of the foregoing, such Issuing Bank may
accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary.



          SECTION 9.11. Confidentiality. (a) The parties hereto hereby agree that
each party (and each employee, representative or other agent of such party) may
disclose to any and all Persons, without limitation of any kind, the tax
treatment and tax structure (as such terms are used in Sections 6011, 6111 and
6112 of the Internal Revenue Code and the Treasury Regulations promulgated
thereunder) of the Transaction and all materials of any kind (including
opinions or other tax analyses) that are provided to such party relating to
such tax treatment and tax structure, other than any information for which
nondisclosure is reasonably necessary in order to comply with applicable
securities laws. For this purpose, tax treatment and tax structure shall not
include the identity of any existing or future party (or any Affiliate of such
party) to the Transaction.



          (b) Subject to paragraph (a) of this Section 9.11, neither the Agents nor
any Lender Party may disclose to any Person any confidential, proprietary or
non-public information of the Borrowers furnished to the Agents or the Lender
Parties by the Borrowers (such information being referred to collectively
herein as the “Borrower Information”), except that each of the Agents and each
of the Lender Parties may disclose Borrower Information (i) to its and its
affiliates’ employees, officers, directors, agents, accountants, attorneys and
other advisors (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of such Borrower Information
and instructed to keep such Borrower Information confidential on substantially
the same terms as provided herein), (ii) to the extent





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requested by any regulatory authority or self regulatory body operating
pursuant to statutory authority having or claiming authority to regulate or
oversee any aspect of any business of any Lender or that of any of its
Affiliates, (iii) to the extent required by applicable laws or regulations or
by any subpoena or similar legal process, (iv) to any other party to this
Agreement who have agreed to hold the Borrower Information in confidence on
substantially the same terms as provided herein, (v) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any
suit, action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (vi) subject to
an agreement containing provisions substantially the same as those of this
Section 9.11, to any assignee of or participant in, or any prospective assignee
of or participant in, any of its rights or obligations under this Agreement,
(vii) to the extent such Borrower Information (A) is or becomes generally
available to the public on a non-confidential basis other than as a result of a
breach of this Section 9.11 by such Agent or such Lender Party, or (B) is or
becomes available to such Agent or such Lender Party on a nonconfidential basis
from a source other than the Borrowers, (viii) with the consent of the
Borrowers, or (xi) to any direct or indirect contractual counterparty in swap
agreements or such contractual counterparty’s professional advisor (so long as
such contractual counterparty or professional advisor to such contractual
counterparty is subject to the confidentiality obligations of this Agreement).
Any Person required to maintain the confidentiality of Borrower Information as
provided in this Section 9.11 shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Borrower Information as such Person would
accord to its own confidential information; provided, however, that with
respect to disclosures pursuant to clauses (ii) and (iii) of this Section 9.11
(other than disclosures pursuant to routine regulatory examinations), unless
prohibited by law or applicable court order, each Lender Party and each Agent
shall attempt to notify the Borrowers of any request by any governmental agency
or representative thereof or other Person for disclosure of Borrower
Information after receipt of such request, and if reasonable, practicable and
permissible, before disclosure of such Borrower Information. It is understood
and agreed that the Borrowers and their respective Affiliates may rely upon
this Section 9.11 for any purpose, including without limitation to comply with
Regulation FD promulgated by the Securities and Exchange Commission.


          (c) Subject to paragraph (a) of this Section 9.11, the Borrowers may not
disclose to any Person the amount or terms of any fees (other than as set forth
in this Agreement) payable to the Agents (such information being collectively
referred to herein as the “Facility Information”), except that the Borrowers
may disclose the Facility Information (i) to its and its affiliates’ employees,
officers, directors, agents and advisors who have a need to know the Facility
Information in connection with this Agreement and the transactions contemplated
hereby or (ii) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process.



          SECTION 9.12. Release of Collateral. Upon (a) the Investment Grade Date
or (b) the sale, lease, transfer or other disposition of any item of Collateral
of any Loan Party (including, without limitation, as a result of the sale, in
accordance with the terms of the Loan Documents, of the Loan Party that owns
such Collateral) in accordance with the terms of the Loan Documents, the
Administrative Agent will, at the Borrowers’ expense, execute and deliver to
such Loan Party such documents as such Loan Party may reasonably request to
evidence the





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release of such item of Collateral from the assignment and security
interest granted under the Collateral Documents in accordance with the terms of
the Loan Documents. Without limiting the foregoing, the lenders hereby
authorize and direct the Administrative Agent, at the Borrowers’ expense, in
connection with any transaction permitted under Section 5.02(e)(ix) to take any
and all actions required to release from the assignment and security interest
granted under the Collateral Documents any and all Collateral consisting of
assets of BRCOM and its Subsidiaries subject to such transaction and to
terminate any and all other arrangements for the benefit of the Lenders in
respect of assets of BRCOM and its Subsidiaries subject to such transaction
(including but not limited to the arrangements in respect of the Real Estate
SPV).


          SECTION 9.13. Jurisdiction, Etc. (a) Each of the parties hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of any New York State court or Federal court of the
United States of America sitting in New York City, and any appellate court from
any thereof, in any action or proceeding arising out of or relating to this
Agreement or any of the other Loan Documents to which it is a party, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in any such New York
State court or, to the fullest extent permitted by law, in such Federal court.
Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this
Agreement shall affect any right that any party may otherwise have to bring any
action or proceeding relating to this Agreement or any of the other Loan
Documents in the courts of any jurisdiction.



          (b) Each of the parties hereto irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection that it
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or any of the other
Loan Documents to which it is a party in any New York State or Federal court.
Each of the parties hereto hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.



          SECTION 9.14. Integration. This Agreement and the other Loan Documents
represent the entire agreement of the Borrowers, the Guarantors, the
Administrative Agent and the Lenders with respect to the subject matter hereof,
and there are no promises, undertakings, representations or warranties by any
Borrower, any Guarantor, the Administrative Agent or any Lender relative to the
subject matter hereof not expressly set forth or referred to herein or in the
other Loan Documents.



          SECTION 9.15. Governing Law. This Agreement and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New
York.



          SECTION 9.16. Waiver of Jury Trial. Each of the Borrowers, the Agents
and the Lender Parties irrevocably waives all right to trial by jury in any
action, proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of or relating to any of the





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Loan Documents, the Advances, the Letters of Credit or the actions of any
Agent or any Lender Party in the negotiation, administration, performance or
enforcement thereof.


          SECTION 9.17. BCSI Sale Agreement. Each of the Borrowers, the Agents and
the Lender Parties agrees that it is their intent to permit the BCSI Sale
Agreement and the transactions contemplated thereby. Notwithstanding any other
provision of any Loan Document to the contrary, (a) the BCSI Sale Agreement and
each transaction contemplated thereby shall be permitted and (b) no action
taken or omitted to be taken in compliance with or in furtherance of the BCSI
Sale Agreement and the transactions contemplated thereby shall for any purpose
constitute a Default or Event of Default, a BRCOM Default or BRCOM Event of
Default or a breach of any representation or warranty, covenant or other
agreement under any Loan Document.





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Schedule II to the

Credit Agreement


List of Subsidiary Guarantors



CBI Guarantors:

BRFS LLC

BRHI Inc.

Zoomtown.Com Inc.

Cincinnati Bell Any Distance Inc.

Cincinnati Bell Wireless Company

Cincinnati Bell Wireless Holdings LLC

Cincinnati Bell Public Communications Inc.

Cincinnati Bell Telecommunications Services Inc.

Cincinnati Bell Complete Protection Inc.



BCSI Guarantors:

BRFS LLC

BRCOM Inc.

BCSI Inc.

BRHI Inc.

Zoomtown.Com Inc.

Cincinnati Bell Any Distance Inc.

Cincinnati Bell Wireless Company

Cincinnati Bell Wireless Holdings LLC

IXC Business Services, LLC

BCSIVA Inc.

IXC Internet Services, Inc.

Cincinnati Bell Technology Solutions Inc.

Cincinnati Bell Public Communications Inc.

Cincinnati Bell Telecommunications Services Inc.

BRW SVCS LLC

BRWL, LLC

Cincinnati Bell Complete Protection Inc.


 






 



Schedule 5.01(r)

to the Credit Agreement


Description of Centralized

CBI Cash Management System: Cash Management

Procedures and Intercompany Lending



CBI and its Subsidiaries (including, for all purposes of this Schedule 5.01(r),
BRCOM and its Subsidiaries) each maintain a cash concentration account at PNC
Bank, N.A., in Cincinnati, Ohio. These accounts are directly connected to each
other through daily sweeping transactions. The sweeping transactions are set
up to automatically transfer any excess balances at CBI and its Subsidiaries
into the cash concentration account (the “Cash Concentration Account”) held by
BRFS LLC at the end of each business day. If CBI or a Subsidiary concentration
account has a negative balance at the end of a business day, funds are
automatically transferred from the Cash Concentration Account into CBI’s or
such Subsidiary’s account. Sweeping transfers made from the Cash Concentration
Account into the CBI account or a Subsidiary account are booked as a loan to
CBI or such Subsidiary, as the case may be. Sweeping transfers made from the
CBI account or a Subsidiary account to the Cash Concentration Account are
booked as a loan to BRFS LLC. The net amount borrowed or loaned by CBI or each
Subsidiary is added to CBI’s or such Subsidiary’s previous outstanding loan
balance with BRFS LLC and rolled forward.


No amount may be transferred to the CBI concentration account in respect of a
payment on the New Notes or the Other Permitted Equity if a Blocking Event has
occurred and is continuing.