ARTICLE I

 

SECTION 2.3.   Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

SECTION 2.4.   Terms Defined in the Indenture. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture.

 

SECTION 2.5.   Headings. The Article and Section headings of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

 

SECTION 2.6.   Benefits of Supplemental Indenture, etc. Nothing in this Supplemental Indenture or the Notes, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the Notes.

 

SECTION 2.7.   Successors. All agreements of the Company in this Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

 

SECTION 2.8.   Trustee Not Responsible for Recitals. The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or of the Notes.

 

SECTION 2.9.   Certain Duties and Responsibilities of the Trustee. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

 

SECTION 2.10.   Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

 

SECTION 2.11.   Counterpart Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

 

SECTION 2.12.   Effectiveness. The amendments to the Indenture set forth in Article I shall become effective only upon the consummation of a refinancing of, or an amendment or waiver to, the Company’s Third Amendment and Restatement of the Credit Agreement dated as of November 17, 2003, as amended to the date hereof, among the Company, BCSI Inc., the lenders party thereto, Bank of America, N.A., as syndication agent, Citicorp USA, Inc., as administrative agent, Credit Suisse First Boston and the Bank of New York, as co-documentation agents, and the other persons party th ereto, that permits such amendments.

 

SECTION 2.13. Acknowledgement by the Company. The Company acknowledges and agrees that $500,000,000 aggregate principal amount of the Company’s 7¼% Senior Notes due 2013, which were issued on November 18, 2003, were Incurred pursuant to Section 5.04(b)(vii) of the Indenture and will remain outst anding pursuant to Section 5.04(b)(vii)(A) of the Indenture. The Company also acknowledges and agrees that the new senior unsecured notes in an aggregate principal amount of $250,000,000 proposed to be issued by the Company, as set forth in the Consent Solicitation Statement with respect to the 7¼% Senior Notes due 2013, dated January 11, 2005 (as supplemented by the Supplement dated January 26, 2005), when issued, will be Incurred and remain outstanding pursuant to Section 5.04(b)(vii)(B) of the Indenture. The Company further acknowledges and agrees that the new senior subordinated unsecured notes in an aggregate principal amount of $100,000,000 proposed to be issued by the Company, as set forth in the Supplement, dated January 26, 2005, to the Consent Solicitation Statement, dated January 11, 2005, with respect to the 7¼% Senior Notes due 2013, when issued, (x) will be Incurred and remain outstanding pursuant to Section 5.04(b)(vii)(D) of the Indenture and (y) will constitute “Subordinated Indebtedness” pursuant to clause (iii) of the definition thereof in the Indenture.

 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed by their respective authorized officers as of the day and year first above written.

 

COMPANY:
CINCINNATI BELL INC.,
by
	/s/ Mark Peterson
	Name:  Mark Peterson
	Title:  Treasurer

GUARANTORS:
CINCINNATI BELL PUBLIC COMMUNICATIONS INC.,
by
	/s/ Mark Peterson
	Name:  Mark Peterson
	Title:  Treasurer

ZOOMTOWN.COM INC.,
by
	/s/ Mark Peterson
	Name:  Mark Peterson
	Title:  Treasurer

CINCINNATI BELL ANY DISTANCE, INC.,
by
	/s/ Mark Peterson
	Name:  Mark Peterson
	Title:  Treasurer

CINCINNATI BELL TELECOMMUNICATIONS SERVICES INC.,
by
	/s/ Mark Peterson
	Name:  Mark Peterson
	Title:  Treasurer

BRFS LLC (F/K/A BROADWING FINANCIAL LLC),
by
	/s/ Mark Peterson
	Name:  Mark Peterson
	Title:  Treasurer

CINCINNATI BELL WIRELESS COMPANY,
by
	/s/ Mark Peterson
	Name:  Mark Peterson
	Title:  Treasurer

CINCINNATI BELL WIRELESS HOLDINGS LLC,
by
	/s/ Mark Peterson
	Name:  Mark Peterson
	Title:  Treasurer

BRHI INC. (F/K/A BROADWING HOLDINGS INC.),
by
	/s/ Mark Peterson
	Name:  Mark Peterson
	Title:  Treasurer

CINCINNATI BELL COMPLETE PROTECTION INC.,
by
	/s/ Mark Peterson
	Name:  Mark Peterson
	Title:  Treasurer

 

 

THE BANK OF NEW YORK, as Trustee,
by
	/s/ Dorothy Miller
	Name:  Dorothy Miller
	Title:  Vice President