8-K

8-K CINCINNATI BELL INC.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: March 26, 2008

CINCINNATI BELL INC.

(Exact name of registrant as specified in its charter)

Ohio	1-8519	31-1056105
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

221 East Fourth Street
Cincinnati, Ohio (Address of principal executive offices)	45202 (Zip Code)

Registrant’s telephone number, including area code: (513) 397-9900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Form 8-K Cincinnati Bell Inc.

Section 1 — Registrant’s Business and Operations

Item 1.01 Modification of a Material Definitive Agreement

     On March 18, 2008, Cincinnati Bell Inc. (the “Company”), Cincinnati Bell Funding LLC (“CB Funding”, a wholly owned special purpose entity controlled by the Company), the various Purchasers and Purchaser Agents and PNC Bank, National Association as Administrator entered into the First Amendment to Receivables Purchase Agreement dated as of March 18, 2008 (the “First Amendment”). On March 20, 2008, the Company, CB Funding, the various Purchasers and Purchaser Agents and PNC Bank, National Association entered into the Second Amendment to Receivables Purchase Agreement dated as of March 20, 2008 (the “Second Amendment”). The First and Second Amendments amend the Company’s Receivables Purchase Agreement originally entered into on March 23, 2007 (the “Agreement”) by modifying the definition of EuroRate applicable to the Receivables facility, adjusting the dividend mechanism from CB Funding to the Company and to account for the treatment of certain receivables for one of the Company’s subsidiaries under the Agreement.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

99.1	First Amendment to Receivables Purchase Agreement dated as of March 18, 2008, to the Receivables Purchase Agreement, dated as of March 23, 2007, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell Inc., as Servicer, the Purchasers and Purchaser Agents and PNC Bank, National Association, as Administrator for each Purchaser Group.
99.2	Second Amendment to Receivables Purchase Agreement dated as of March 20, 2008, to the Receivables Purchase Agreement, dated as of March 23, 2007, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell Inc., as Servicer, the Purchasers and Purchaser Agents and PNC Bank, National Association, as Administrator for each Purchaser Group.

Form 8-K Cincinnati Bell Inc.

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CINCINNATI BELL INC.
By:	/s/ Brian A. Ross
	Brian A. Ross
	Chief Financial Officer

Date: March 26, 2008

Exhibit Index

Exhibit No.		Exhibit
	99.1	First Amendment to Receivables Purchase Agreement dated as of March 18, 2008, to the Receivables Purchase Agreement, dated as of March 23, 2007, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell Inc., as Servicer, the Purchasers and Purchaser Agents and PNC Bank, National Association, as Administrator for each Purchaser Group.
	99.2	Second Amendment to Receivables Purchase Agreement dated as of March 20, 2008, to the Receivables Purchase Agreement, dated as of March 23, 2007, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell Inc., as Servicer, the Purchasers and Purchaser Agents and PNC Bank, National Association, as Administrator for each Purchaser Group.

EX-99.1

Exhibit 99.1

EXECUTION COPY

[CINCINNATI BELL]

FIRST AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT

     THIS FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of March 18, 2008, is entered into among CINCINNATI BELL FUNDING LLC (the “Seller”), CINCINNATI BELL INC. (the “Servicer”), the Purchasers and Purchaser Agents parties hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrator for each Purchaser Group (the “Administrator”).

RECITALS

     1. The parties hereto are parties to the Receivables Purchase Agreement, dated as of March 23, 2007 (as amended, amended and restated, supplemented or otherwise modified through the date hereof, the “Agreement”); and

     2. The parties hereto desire to amend the Agreement as hereinafter set forth.

     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     SECTION 1. Certain Defined Terms. Capitalized terms that are used but not defined herein shall have the meanings set forth in the Agreement.

     SECTION 2. Amendments to the Agreement.

     2.1 The definition of “Euro-Rate” set forth in Exhibit I to the Agreement is hereby amended and restated in its entirety as follows:

“Euro-Rate” means with respect to any Yield Period, the interest rate per annum determined by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the rate per annum for deposits in U.S. Dollars as reported by Bloomberg Finance L.P. and shown on US0001M Screen as the composite offered rate for London interbank deposits for such period (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrator from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at or about 11:00 a.m. (London time) on the Business Day which is two (2) Business Days prior to the first day of such Yield Period for an amount comparable to the Portion of Capital to be funded at the Alternate Rate determined by reference to the Euro-Rate during such Yield Period by (ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage. The Euro-Rate may also be expressed by the following formula:

Composite of London interbank offered rates shown on Bloomberg Finance L.P. Screen US0001M or appropriate successor

     Euro-Rate =

1.00 — Euro-Rate Reserve Percentage

where “Euro-Rate Reserve Percentage” means, the maximum effective percentage in effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including without limitation, supplemental, marginal, and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities”). The Euro-Rate shall be adjusted with respect to any Portion of Capital funded at the Alternate Rate determined by reference to the Euro-Rate that is outstanding on the effective date of any change in the Euro-Rate Reserve Percentage as of such effective date The applicable Purchaser Agent shall give prompt notice to the Seller of the Euro-Rate as determined or adjusted in accordance herewith (which determination shall be conclusive absent manifest error).

     2.2 Clause (B) of Section 1(n)(ii) of Exhibit IV to the Agreement is hereby amended and restated in its entirety as follows:

(B) the Seller may declare and pay dividends or make distributions (1) if no amounts are then outstanding under the Company Notes, at any time and (2) if any amounts are then outstanding under the Company Notes, once per fiscal year (or as otherwise consented to by the Administrator in its sole discretion, such consent not to be unreasonably withheld).

     2.3 Clause (B) of Section 1(n)(iii) of Exhibit IV to the Agreement is hereby amended and restated in its entirety as follows:

(B) any Restricted Payment (including any dividend) if, prior to or after giving effect thereto, any Termination Event or Unmatured Termination Event shall have occurred and be continuing.

     SECTION 3. Representations and Warranties. Each of the Seller and the Servicer hereby represents and warrants to the Administrator, each Purchaser and each Purchaser Agent as follows:

     (a) Representations and Warranties. The representations and warranties made by it in the Transaction Documents are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations or warranties were true and correct as of such earlier date).

     (b) Enforceability. The execution and delivery by such Person of this Amendment, and the performance of each of its obligations under this Amendment and the Agreement, as amended hereby, are within each of its organizational powers and have been duly authorized by all necessary organizational action on its part. This Amendment

- 2 -

and the Agreement, as amended hereby, are such Person’s valid and legally binding obligations, enforceable in accordance with its terms.

     (c) No Default. Both before and immediately after giving effect to this Amendment and the transactions contemplated hereby, no Termination Event or Unmatured Termination Event exists or shall exist.

     SECTION 4. Effect of Amendment. All provisions of the Agreement, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement (or in any other Transaction Document) to “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Agreement other than as set forth herein.

     SECTION 5. Effectiveness. This Amendment shall become effective as of the date hereof upon receipt by the Administrator of counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the other parties hereto.

     SECTION 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.

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

     SECTION 8. Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Agreement or any provision hereof or thereof.

[Signatures begin on next page]

- 3 -

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

CINCINNATI BELL FUNDING LLC, as Seller
By:	/s/ Kimberly Sheehy
Name:
Title:
CINCINNATI BELL INC., as Servicer
By:	/s/ Kimberly Sheehy
Name:
Title:

S-1

First Amendment to RPA (Cincinnati Bell)

PNC BANK, NATIONAL ASSOCIATION, as Administrator
By:	/s/ William P. Falcon
	Name:
	Title:
PNC BANK, NATIONAL ASSOCIATION, as Purchaser Agent for the Market Street Purchaser   Group
By:	/s/ William P. Falcon
	Name:
	Title:
MARKET STREET FUNDING LLC, as a Related Committed Purchaser and as Conduit   Purchaser
By:	/s/ Doris J. Hearn
	Name:
	Title:

S-2

First Amendment to RPA (Cincinnati Bell)

SOCIÉTÉ GÉNÉRALE, as Purchaser Agent for the Barton Capital LLC   Purchaser Group
By:	/s/ James F. Ahern
	Name:
	Title:
BARTON CAPITAL LLC, as a Related Committed Purchaser and as Conduit   Purchaser
By:	/s/ Doris J. Hearn
	Name:
	Title:

S-3

First Amendment to RPA (Cincinnati Bell)

EX-99.2

Exhibit 99.2

EXECUTION COPY

[CINCINNATI BELL]

SECOND AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT

     THIS SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of March 20, 2008, is entered into among CINCINNATI BELL FUNDING LLC (the “Seller”), CINCINNATI BELL INC. (the “Servicer”), the Purchasers and Purchaser Agents parties hereto and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrator for each Purchaser Group (the “Administrator”).

RECITALS

     1. The parties hereto are parties to the Receivables Purchase Agreement, dated as of March 23, 2007 (as amended, amended and restated, supplemented or otherwise modified through the date hereof, the “Agreement”); and

     2. The parties hereto desire to amend the Agreement as hereinafter set forth.

     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     SECTION 1. Certain Defined Terms. Capitalized terms that are used but not defined herein shall have the meanings set forth in the Agreement.

     SECTION 2. Amendments to the Agreement.

     2.1 The Agreement is hereby amended by deleting each reference to the terms “Lebanon Receivable” and “Lebanon Receivables” set forth in the Agreement (other than any reference to such terms in the definitions of “Lebanon Receivables” and “Specified Receivables” set forth in Exhibit I to the Agreement) and substituting therefor a reference to the term “Specified Receivable” or “Specified Receivables”, as applicable.

     2.2 The “Commitment” with respect to each Related Committed Purchaser is hereby amended to be the amount set forth below such Related Committed Purchaser’s signature hereto.

     2.3 Exhibit I to the Agreement is hereby amended by adding thereto in the appropriate alphabetical order the following new definitions:

     “eGIX Receivables” means Receivables generated under the Asset Purchase Agreement, dated November 30, 2007 by and among Cincinnati Bell Any Distance Inc., as buyer and various sellers, as parties thereto, until such time as the Administrator and each Purchaser Agent have received a certificate of CB stating that such Receivables have been migrated to the systems, processes and policies of CB and its subsidiaries.

     “Specified Receivables” means Lebanon Receivables and eGIX Receivables.

     SECTION 3. Representations and Warranties. Each of the Seller and the Servicer hereby represents and warrants to the Administrator, each Purchaser and each Purchaser Agent as follows:

     (a) Representations and Warranties. The representations and warranties made by it in the Transaction Documents are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations or warranties were true and correct as of such earlier date).

     (b) Enforceability. The execution and delivery by such Person of this Amendment, and the performance of each of its obligations under this Amendment and the Agreement, as amended hereby, are within each of its organizational powers and have been duly authorized by all necessary organizational action on its part. This Amendment and the Agreement, as amended hereby, are such Person’s valid and legally binding obligations, enforceable in accordance with its terms.

     (c) No Default. Both before and immediately after giving effect to this Amendment and the transactions contemplated hereby, no Termination Event or Unmatured Termination Event exists or shall exist.

     SECTION 4. Effect of Amendment. All provisions of the Agreement, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement (or in any other Transaction Document) to “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Agreement other than as set forth herein.

     SECTION 5. Effectiveness. This Amendment shall become effective as of the date hereof upon receipt by the Administrator of the following, each in form and substance satisfactory to the Administrator:

          (a) counterparts of this Amendment (including facsimile or electronic copies) duly executed by each of the other parties hereto;

          (b) counterparts of that certain Amendment Fee Letter, dated as of the date hereof, by and among the Administrator, the Seller and the Servicer;

          (c) counterparts of that certain Assignment and Assumption Agreement, dated as of the date hereof, by and among PNC, Market Street Funding LLC, Société Générale and Barton Capital LLC; and

          (d) such other documents and instruments as the Administrator may reasonably request.

     SECTION 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one

- 2 -

and the same instrument. Delivery by facsimile or email of an executed signature page of this Agreement shall be effective as delivery of an executed counterpart hereof.

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

     SECTION 8. Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Agreement or any provision hereof or thereof.

[Signatures begin on next page]

- 3 -

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

CINCINNATI BELL FUNDING LLC, as Seller
By:	/s/ Kimberly Sheehy
Name:
Title:
CINCINNATI BELL INC., as Servicer
By:	/s/ Kimberly Sheehy
Name:
Title:

S-1

Second Amendment to RPA (Cincinnati Bell)

PNC BANK, NATIONAL ASSOCIATION, as Administrator
By:	/s/ William P. Falcon
	Name:
	Title:
PNC BANK, NATIONAL ASSOCIATION, as Purchaser Agent for the Market Street Purchaser   Group
By:	/s/ William P. Falcon
	Name:
	Title:

S-2

Second Amendment to RPA (Cincinnati Bell)

MARKET STREET FUNDING LLC, as a Related Committed Purchaser
By:	/s/ Doris J. Hearn
	Name:
	Title:
Commitment: $80,000,000
MARKET STREET FUNDING LLC, as a Conduit Purchaser
By:	/s/ Doris J. Hearn
	Name:
	Title:

S-1

Second Amendment to RPA (Cincinnati Bell)