CINCINNATI BELL INC.

201 EAST FOURTH STREET 
CINCINNATI, OHIO 45202



	 	 	 
	April 30, 2004
	 	 
	 	 	 
	Goldman Sachs Direct Investment Fund 2000,
L.P. 
Goldman, Sachs & Co.
 c/o Goldman, Sachs & Co.
 85 Broad Street, 
New York, New York 10004	 	Dover Capital Management 2 LLC
 c/o Falcon Investment Group
 4350 Von Karman Ave 
Suite 400

Newport Beach, CA 92660-2007
	 	 	 
	TCW/Crescent Mezzanine Partners III, L.P.

TCW/Crescent Mezzanine Trust III 
TCW/Crescent Mezzanine Partners III Netherlands, L.P. 
c/o TCW/Crescent Mezzanine
LLC 
200 Crescent Court, Suite 1600
 Dallas, Texas 75201	 	C-Squared CDO Ltd. 
c/o TCW/Crescent Mezzanine LLC 
200 Park Avenue, 22nd Floor
 New York, New
York 10166
	 	 	 
	Western and Southern Life Insurance Company

c/o Fort Washington Investment Advisers 
420 East 4th Street 
Cincinnati, Ohio 45202	 	GS Mezzanine Partners II, L.P. 
GS Mezzanine Partners II Offshore, L.P. 
85 Broad Street
 New
York, New York 10004
	 	 	 
	Oak Hill Securities Fund, L.P. 
Oak Hill
Securities Fund II, L.P. 
Oak Hill Credit Partners I, Limited 
Oak Hill Credit Partners II, Limited 
c/o Oak Hill
Advisors, L.P. 
201 Main Street, Suite 2600 
Fort Worth, Texas 76102	 	Lerner Enterprises, L.P. 
P&PK Family Limited Partnership 
Cardinal Investment Partners I,
L.P. 
c/o Oak Hill Advisors, L.P. 
201 Main Street, Suite 2600 
Fort Worth, Texas 76102





Re: Amendment to the Purchase Agreement


Gentlemen:



     Reference is made to the Purchase Agreement (the
“Purchase Agreement”), dated as of December 9, 2002, as amended to the date hereof, among Cincinnati Bell Inc.
(f/k/a Broadwing Inc.), an Ohio corporation (the “Company”), and the persons specified as Purchasers in Schedule
1 to the Purchase Agreement, regarding the purchase of Senior Subordinated Notes and warrants to purchase common
stock of the Company. Capitalized terms used herein but not defined herein have the meanings ascribed thereto in
the Purchase Agreement.


     1. The Purchase Agreement shall be amended as
follows:



	 	 	 	 	 
	 	 	1.1	 	Section 9(ii) (“Annual Statements”) shall be
amended by deleting the words “one hundred twenty-five (125) days” and inserting “one hundred fifty-five (155) days”.





     Except as specifically set forth herein, the
provisions of the Purchase Agreement and the Exhibits and Schedules attached thereto remain in full force and
effect. This letter amendment shall not constitute an















amendment or waiver of any provision of the Purchase Agreement and shall not be construed as a waiver or consent
to any further or future action on the part of the Company, except to the extent expressly set forth herein.


[Signature Pages Follow]


- 2 -












     This letter amendment shall be governed by the internal laws of the State of New York, without regard to
the conflict-of-law principles thereof which would require the application of laws of any other state.



	 	 	 	 	 	 	 
	
	 	Very truly yours, 

CINCINNATI BELL (f/k/a Broadwing Inc.)
	 	 	 	 	 	 	 
	
	 	By:	 	/s/ Mark W. Peterson
	
	 	 	 	

	
	 	 	 	Name:	 	MARK W. PETERSON
	
	 	 	 	Title:	 	VP & TREASURER





Agreed to and
accepted by:


GS MEZZANINE
PARTNERS II, L.P.



	 	 	 	 	 
	By:	 	GS Mezzanine Advisors II, L.L.C., 
its general partner
	 	 	 	 	 
	By:
	 	/s/ John Bowman
	 	 	

	 	 	Name: 	 	JOHN BOWMAN
	 	 	Title:	 	Vice President






GS MEZZANINE
PARTNERS II OFFSHORE, L.P.



	 	 	 	 	 
	By:	 	GS Mezzanine Advisors II, L.L.C., 
its general partner
	 	 	 	 	 
	By:
	 	/s/ John Bowman
	 	 	

	 	 	Name: 	 	JOHN BOWMAN
	
	 	Title:	 	Vice President







Agreed to and
accepted by:


GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P.






	 	 	 	 	 
	By:	 	GS Employee Funds 2000 GP, L.L.C.,
its general partner
	 	 	 	 	 
	By:
	 	/s/ John Bowman
	 	 	

	 	 	Name: 	 	JOHN BOWMAN
	
	 	Title:	 	Vice President





- 3 -











Agreed to and accepted by:


GOLDMAN, SACHS & Co.



	 	 	 
	By:
	/s/ Richard Kate

	 
	Name:
	Richard Kate
	
	Title:
	Managing Director





Agreed to and accepted by:


TCW/CRESCENT MEZZANINE PARTNERS III, L.P.

TCW/CRESCENT MEZZANINE TRUST III

TCW/CRESCENT MEZZANINE PARTNERS III NETHERLANDS, L.P.



	 	 
	 By:
	TCW/Crescent Mezzanine Management III, L.L.C.,
 its Investment Manager






	 	 
	 By:
	TCW Asset Management Company,
 its Sub-Advisor







	 	 	 
	By:
	/s/ Timothy P. Costello

	 
	Name:	Timothy P. Costello
	
	Title:	Managing Director





Agreed to and accepted by:


C-SQUARED CDO LTD.



	 	 
	By:
	TCW Advisors, Inc.,
 as its Portfolio Manager







	 	 	 	 	 	 	 
	By:
	/s/ Timothy P. Costello
	 	By:	/s/ James M. Hassett

	 
	Name:
	Timothy P. Costello	 	 	Name:	James M. Hassett
	
	Title:
	Managing Director	 	 	Title:	Managing Director





Agreed to and accepted by:


WESTERN AND SOUTHERN LIFE INSURANCE COMPANY




	 	 	 
	By:
	/s/ Donald J. Wuebbling

	 
	Name:
	Donald J. Wuebbling
	
	Title:
	Sr. Vice President






	 	 	 
	By:
	/s/ Jame J. Vance

	 
	Name:
	Jame J. Vance
	
	Title:
	Vice President






- 4 -











Agreed to and accepted by:


DOVER CAPITAL MANAGEMENT 2 LLC



	 	 	 
	By:
	/s/ Richard Meage

	 
	Name:
	Richard Meage
	
	Title:
	Manager





Agreed to and accepted by:


OAK HILL SECURITIES FUND, L.P.



	 	 
	By:
	Oak Hill Securities GenPar, L.P.
its General Partner






	 	 
	By:
	Oak Hill Securities MPG, Inc.,
its General Partner







	 	 	 
	By:
	/s/ Scott D. Krase

	 
	Name:
	SCOTT D. KRASE
	
	Title:
	Authorized Signatory





Agreed to and accepted by:


OAK HILL SECURITIES FUND II, L.P.



	 	 
	By:
	Oak Hill Securities GenPar II, L.P.
its General Partner






	 	 
	By:
	Oak Hill Securities MPG II, Inc.,
its General Partner






	 	 	 
	By:
	/s/ Scott D. Krase

	 
	Name:
	SCOTT D. KRASE
	
	Title:
	Authorized Signatory






Agreed to and accepted by:


OAK HILL ASSET MANAGEMENT, INC,
As advisor and attroney-in-fact to
Lerner Enterprises, L.P.



	 	 	 
	By:
	/s/ Scott D. Krase

	 
	Name:
	SCOTT D. KRASE
	
	Title:
	Authorized Signatory





- 5 -











Agreed to and accepted by:


OAK HILL ASSET MANAGEMENT, INC.
As advisor and attroney-in-fact to
P&PK Family Ltd. Partnership



	 	 	 
	By:
	/s/ Scott D. Krase

	 
	Name:
	SCOTT D. KRASE
	
	Title:
	Authorized Signatory





Agreed to and accepted by:


CARDINAL INVESTMENT PARTNERS, L.P.:

OAK HILL ADVISORS, L.P.



	 	 
	By:
	Oak Hill Advisors MGP, Inc.
its General Partner






	 	 	 
	By:
	/s/ Scott D. Krase

	 
	Name:
	SCOTT D. KRASE
	
	Title:
	Authorized Signatory





Agreed to and accepted by:

Agreed to and accepted by:

OAK HILL CREDIT PARTNERS I, LIMITED


	 	 
	By:
	Oak Hill CLO Management I, LLC
As Investment Manager






	 	 	 
	By:
	/s/ Scott D. Krase

	 
	Name:
	SCOTT D. KRASE
	
	Title:
	Authorized Signatory





Agreed to and accepted by:

OAK HILL CREDIT PARTNERS II, LIMITED



	 	 
	By:
	Oak Hill CLO Management II, LLC
As Investment Manager






	 	 	 
	By:
	/s/ Scott D. Krase

	 
	Name:
	SCOTT D. KRASE
	
	Title:
	Authorized Signatory







- 6 -