ACCRETED VALUE REQUIRED TO BE PURCHASED PURSUANT TO SECTION
5.05 PLUS ACCRUED AND UNPAID INTEREST, IF ANY, THEREON TO THE PURCHASE DATE (THE
"OFFER AMOUNT") OR, IF THE ACCRETED VALUE OF NOTES TENDERED IS LESS THAN THE
OFFER AMOUNT, THE COMPANY SHALL PURCHASE ALL NOTES TENDERED IN RESPONSE TO THE
ASSET SALE OFFER.
PAYMENT FOR ANY NOTES SO PURCHASED SHALL BE MADE IN THE SAME
MANNER AS INTEREST PAYMENTS ARE MADE.
THE COMPANY SHALL PROMPTLY (BUT IN ANY
CASE NOT LATER THAN FIVE (5) BUSINESS DAYS AFTER THE PURCHASE DATE) MAIL OR
DELIVER BY WIRE TRANSFER TO EACH TENDERING HOLDER AN AMOUNT EQUAL TO THE
PURCHASE PRICE OF THE NOTES TENDERED BY SUCH HOLDER AND ACCEPTED BY THE COMPANY
FOR PURCHASE, AND THE COMPANY SHALL PROMPTLY ISSUE A NEW NOTE AND DELIVER IT TO
SUCH HOLDER, IN A PRINCIPAL AMOUNT AT MATURITY EQUAL TO ANY UNPURCHASED PORTION
OF THE NOTE SURRENDERED.
ANY NOTE NOT SO ACCEPTED SHALL BE PROMPTLY MAILED OR
DELIVERED BY THE COMPANY TO THE HOLDER THEREOF.
SECTION 4.11.
OTHER COVENANTS.
THE COMPANY HEREBY AGREES, TO THE
EXTENT REASONABLY PRACTICABLE BUT SUBJECT TO THE LIMITATIONS SET FORTH IN
SECTION 5.11:
(A)
TO MAINTAIN THE BOOKS AND RECORDS OF THE CINCINNATI BELL GROUP
SEPARATE FROM THE BCI GROUP;
(B)
NOT TO COMMINGLE ASSETS OF THE CINCINNATI BELL GROUP WITH THOSE OF
THE BCI GROUP, EXCEPT AS PERMITTED TO BE INVESTED TO EFFECT THE CENTRALIZED CASH
MANAGEMENT
40
SYSTEM PURSUANT TO SECTION 5.02(F)(IX) OF THE CREDIT AGREEMENT, AS IN EFFECT ON
THE DATE OF THIS INDENTURE;
(C)
TO MAINTAIN SEPARATE FINANCIAL STATEMENTS OF THE CINCINNATI BELL
GROUP FROM THOSE OF THE BCI GROUP, WHICH FINANCIAL STATEMENTS NEED NOT (EXCEPT
AS PROVIDED IN SECTION 9 OF THE PURCHASE AGREEMENT) BE SEPARATELY AUDITED OR
REVIEWED BY AN INDEPENDENT ACCOUNTING FIRM;
(D)
TO OBSERVE ALL MATERIAL CORPORATE, PARTNERSHIP OR LIMITED
LIABILITY COMPANY (AS APPLICABLE) FORMALITIES;
(E)
NOT TO PAY THE SALARIES OF THE CINCINNATI BELL GROUP EMPLOYEES
WITH FUNDS OF THE BCI GROUP AND VICE VERSA, EXCEPT, IN THE CASE OF PAYMENTS OF
SALARIES OF MANAGEMENT EMPLOYEES OF THE BCI GROUP WITH THE FUNDS OF THE
CINCINNATI BELL GROUP, FOR ANY SUCH PAYMENTS MADE IN THE ORDINARY COURSE OF
BUSINESS;
(F)
OTHER THAN AS REQUIRED UNDER THE CREDIT DOCUMENTS OR PURSUANT TO
THE TERMS OF ANY DOCUMENTS GOVERNING EXISTING INDEBTEDNESS, NOT TO GUARANTEE OR
BECOME OBLIGATED FOR THE DEBTS OF THE BCI GROUP OR HOLD OUT ITS CREDIT AS BEING
AVAILABLE TO SATISFY THE OBLIGATIONS OF THE BCI GROUP;
(G)
OTHER THAN AS REQUIRED UNDER THE CREDIT DOCUMENTS OR PURSUANT TO
THE TERMS OF ANY DOCUMENTS GOVERNING EXISTING INDEBTEDNESS, NOT TO PLEDGE THE
ASSETS OF THE CINCINNATI BELL GROUP FOR THE BENEFIT OF THE BCI GROUP; AND
(H)
TO HOLD ITSELF OUT AS A SEPARATE ENTITY FROM THE BCI GROUP.
SECTION 4.12.
FURTHER ASSURANCES.
THE COMPANY SHALL, UPON THE
REQUEST OF HOLDERS, EXECUTE AND DELIVER SUCH FURTHER INSTRUMENTS AND DO SUCH
FURTHER ACTS AS MAY BE REASONABLY NECESSARY OR PROPER TO CARRY