BROADWING CORPORATIONPurchase Agreement • May 18th, 2006 • Broadwing Corp • Telephone & telegraph apparatus • New York
Introductory. Broadwing Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to Jefferies & Co., Inc. (“Jefferies”) and CIBC World Markets Corp. (“CIBC” and, together with Jefferies, the “Initial Purchasers”), severally and not jointly $150,000,000 aggregate principal amount of the Company’s 3.125% Convertible Senior Debentures due 2026 (the “Firm Debentures”). In addition, the Company has granted to the several Initial Purchasers an option to purchase up to $30,000,000 aggregate principal amount of the Company’s 3.125% Convertible Senior Debentures due 2026 (the “Option Debentures”), as provided in Section 2. The Firm Debentures and, if and to the extent such option is exercised, the Option Debentures are collectively called the “Debentures.” The Debentures will be unconditionally guaranteed as to the payment of principal, interest, liquidated damages, if any (the “Guarantees”) by each of the Company’s existing domestic subsidiaries listed on Schedule I here
Broadwing Corporation Registration Rights AgreementRegistration Rights Agreement • May 18th, 2006 • Broadwing Corp • Telephone & telegraph apparatus • New York
Broadwing Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Initial Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 3.125% Convertible Senior Debentures due 2026 (the “Securities”). The Securities will be guaranteed (the “Guarantees”) by the domestic subsidiaries of the Company party hereto. As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company and the Guarantors agree with the Initial Purchasers for the benefit of Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
BROADWING CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 3.125% CONVERTIBLE SENIOR DEBENTURES DUE 2026Supplemental Indenture • May 18th, 2006 • Broadwing Corp • Telephone & telegraph apparatus • New York
INDENTURE dated as of May 16, 2006 among Broadwing Corporation, a Delaware corporation, the Guarantors (as defined) and J.P. Morgan Trust Company, National Association, as Trustee.
