Exhibit 10(I)(1.3)



 





Exhibit 10(i)(1.3)




EXECUTION COPY




SECOND AMENDMENT TO THE

CREDIT AGREEMENT




Dated as of July 26, 2004




          SECOND AMENDMENT (this “Amendment”) TO THE THIRD AMENDMENT AND
RESTATEMENT OF THE CREDIT AGREEMENT (the “Credit Agreement”) dated as
of November 17, 2003 among CINCINNATI BELL INC., an Ohio corporation
(“CBI”), and BCSI INC., a Delaware corporation (“BCSI”, and together
with CBI, each a “Borrower” and collectively the “Borrowers”), the
banks, financial institutions and other institutional lenders parties
thereto (the “Lenders”), BANK OF AMERICA, N.A., as syndication agent,
CITICORP USA, INC., as administrative agent (the “Administrative
Agent”), and the other agents party thereto.



          PRELIMINARY STATEMENTS:



          (1)     Capitalized terms not otherwise defined in this Amendment
have the same meanings as specified in the Credit Agreement.



          (2)     The Borrowers have requested that the Lenders amend certain
provisions of the Credit Agreement, as set forth below, to permit CBI
and/or one of its Subsidiaries to enter into an agreement to acquire all of the Equity Interests in
Wireless LLC that are not held by CBI and its Subsidiaries and subsequently to acquire such Equity
Interests; provided that the aggregate amount of the cash consideration paid in respect
thereof does not exceed $125,000,000 and any non-cash consideration paid in connection therewith is
permitted under the Credit Agreement.



          (3)     The Borrowers have also requested that the Lenders consent
to any amendment, waiver or other modification of the Operating
Agreement of Wireless LLC between AT&T Wireless PCS LLC and Wireless Holdco, as amended, dated
originally as of December 31, 1998, and the Company Agreement of Wireless Holdco, dated as
of June 2, 2002, in each case if entered into or delivered in connection with, and to the
extent necessary to consummate, the Wireless Acquisition (as defined in Section l(a)(i) below).



          (4)      The Lenders are willing to effect such amendments and to
grant such consent on the terms and subject to the conditions set forth
in this Amendment.



          SECTION 1. Amendment and Consent. Effective as of the Amendment
Effective Date (as defined below), and subject to the satisfaction of
the conditions precedent set forth in Section 2, the Required Lenders
hereby consent to the Wireless Acquisition and to the entry by CBI
and/or one of its Subsidiaries into the Wireless Acquisition
Agreement (as defined in Section l(a)(ii) below) and in connection
therewith:



          (a)      Section 1.01 of the Credit Agreement is hereby amended
to add each of the following definitions in its appropriate
alphabetical position:




     (i)     “Wireless Acquisition” means the acquisition by
CBI or one or more of its Subsidiaries of all of the Equity
Interests in Wireless LLC that are not held by CBI and



 









 






its Subsidiaries; provided that (i) the aggregate amount of the
cash consideration paid in respect thereof does not exceed
$125,000,000 and any non-cash consideration paid in connection
therewith is permitted under this Agreement and (ii) upon
consummation of the Wireless Acquisition, Wireless LLC shall be
a wholly-owned Subsidiary of CBI or its Subsidiaries.




     (ii)     ” Wireless Acquisition Agreement” means an
agreement entered into by CBI or one or more of its Subsidiaries
pursuant to which it has the right to acquire all of the Equity
Interests in Wireless LLC that are not held by CBI and its
Subsidiaries.



          (b)     Section 1.01 of the Credit Agreement is hereby amended by
inserting after the word “Obligations” in clause (g) of the definition of “Debt”
the following parenthetical: “(other than Obligations under the Wireless Acquisition
Agreement)”.



          (c)     Clause (i) of Section 5.02(f) of the Credit Agreement is
hereby amended by deleting the word “and” immediately preceding clause (D) and
inserting at the end of such clause (D) the phrase “and (E) the acquisition of Equity
Interests in Wireless LLC pursuant to the Wireless Acquisition Agreement and additional investments in or
capital contributions made to Subsidiaries to fund such acquisition or consisting of transfers
of such Equity Interests to one or more wholly-owned Subsidiaries of CBI; provided that (i) the
aggregate cash consideration paid in respect of such Equity Interests does not exceed $125,000,000
and any non-cash consideration paid in connection therewith is permitted under this Agreement
and (ii) upon consummation of the Wireless Acquisition, Wireless LLC shall be a wholly-owned
Subsidiary of CBI or its Subsidiaries.”



          (d)     The Required Lenders hereby for all purposes of the Loan
Documents consent to any amendment, waiver or other modification of the
Operating Agreement of Wireless LLC between AT&T Wireless PCS LLC and Wireless Holdco, as
amended, dated originally as of December 31, 1998, entered into or delivered in connection
with, and to the extent necessary to consummate, the Wireless Acquisition and waive any Default or
Event of Default that might otherwise exist as a result thereof.



          (e)     The Required Lenders hereby for all purposes of the Loan
Documents consent to any amendment, waiver or other modification of the
Company Agreement of Wireless Holdco, dated as of June 2, 2002, entered into or delivered in
connection with, and to the extent necessary to consummate, the Wireless Acquisition and waive any
Default or Event of Default that might otherwise exist as a result thereof (including but
not limited to the insertion after the word “Obligations” in clause (g) of the definition of
“Indebtedness” contained in Exhibit A thereto the following parenthetical: “(other than Obligations
under the Wireless Acquisition Agreement)”).



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          SECTION 2. Conditions of Effectiveness. This Amendment shall
become effective on the date (the “Amendment Effective Date”) when the
Administrative Agent (or its counsel) shall have received counterparts
of this Amendment executed by the undersigned, the Subsidiary
Guarantors and the Required Lenders or, as to any of the Lenders,
advice satisfactory to the Administrative Agent that such Lender has
executed this Amendment, and when, and only when, each of the
following conditions precedent shall have been satisfied:




     (a)     The representations and warranties set forth in each of
the Loan Documents shall be correct in all material respects on and
as of the Amendment Effective Date, after giving effect to this Amendment, as though made
on and as of such date (except for any such representation and warranty that, by
its terms, refers to a specific date other than the Amendment Effective Date, in which case
as of such specific date, and except to the extent any breach of such representation
and warranty is waived under Section 1 above).




     (b)     After giving effect to this Amendment, no event shall
have occurred and be continuing that constitutes a Default or Event of
Default.


This Amendment is subject to the provisions of Sections 9.01 and 9.02
of the Credit Agreement.




          SECTION
3. Guaranty and Granting of Additional Collateral.
Upon consummation of the Wireless Acquisition, the Borrowers hereby
agree to comply and to cause Wireless LLC and its parent to comply
with the requirements of Section 5.01(j)(II) of the Credit
Agreement.



          SECTION 4. Effect on the Loan Documents, (a) The Credit
Agreement and the other Loan Documents are and shall continue to be
in full force and effect and are hereby in all respects ratified and
confirmed. Without limiting the generality of the foregoing, the
Collateral Documents and all of the Collateral described therein do
and shall continue to secure the payment of all Obligations of the
Loan Parties under the Loan Documents.



          (b) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver
of any right, power or remedy of any Lender or the Administrative
Agent under any of the Loan Documents, nor constitute a waiver or
amendment of any provision of any of the Loan Documents.



          SECTION 5. Costs, Expenses. Each of the Borrowers hereby agrees
to pay on demand all reasonable costs and expenses of the
Administrative Agent in connection with the preparation, execution,
delivery and administration, modification and amendment of this
Amendment (including, without limitation, the reasonable fees and
expenses of counsel for the Administrative Agent) in accordance with
the terms of Section 9.05 of the Credit Agreement.



          SECTION 6. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which will be deemed to be an
original and all of which taken together shall constitute but one and
the same agreement. Delivery of an executed counterpart of a signature
page to this Amendment by telecopier shall be effective as delivery of
a manually executed counterpart of this Amendment.



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          SECTION 7. Governing Law. This Amendment shall be governed
by, and construed in accordance with, the laws of the State of
New York.



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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized , as of the date first above written.



	 	 	 	 	 
	

	 	CINCINNATI BELL INC.
	 
	 	 	 	 
	

	 	By
	 	[ILLEGIBLE]
	

	 	 	 	

	

	 	Name:
	

	 	Title:
	 
	 	 	 	 
	

	 	BCSI INC.
	 
	 	 	 	 
	

	 	By
	 	[ILLEGIBLE]
	

	 	 	 	

	

	 	Name:
	

	 	Title:







	 
	Agreed as of the date first above written:








CITICORP USA, INC.,
   as
Administrative Agent and as Lender



	 	 	 	 	 
	By

	 	 	 	 
	


	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 







BANK OF AMERICA, N.A.,
   as
Syndication Agent and as Lender



	 	 	 	 	 
	By

	 	 	 	 
	


	 	 
	Name:
	 	 	 	 
	Title: