Exhibit 4(c)(viii)


 


Execution
Copy


 


BROADWING INC.


 


Senior Subordinated Discount Notes due 2009

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT


 


March 26, 2003


 


GS Mezzanine Partners II, L.P.

c/o Goldman, Sachs & Co.

85 Broad Street, 10th Floor

New York, NY 10004


 


GS Mezzanine Partners II Offshore, L.P.

c/o Goldman, Sachs & Co.

85 Broad Street, 10th Floor

New York, NY 10004


 


Other Purchasers named in Schedule 1 to the Purchase
Agreement


 


 


Ladies and
Gentlemen:


 


Broadwing Inc., an Ohio corporation (the “Company”),
proposes to issue and sell to GS Mezzanine Partners II, L.P., a Delaware
limited partnership (“GS Mezzanine”), GS Mezzanine Partners II Offshore,
L.P. (“GS Offshore”), an exempted limited partnership organized under
the laws of the Cayman Islands, and any other affiliate of GS Mezzanine who
purchases the Offered Securities (as defined in the Purchase Agreement) being
issued under the Purchase Agreement at the Closing (as defined in the Purchase
Agreement) (together with GS Mezzanine, GS Offshore and one or more
partnerships, corporations, trusts or other organizations specified as a
Purchaser in Schedule 1 to the Purchase Agreement which controls, is controlled
by, or is under common control with, GS Mezzanine or GS Offshore, the “GS
Purchasers”), and any other person specified as a Purchaser in Schedule 1
to the Purchase Agreement (together with the GS Purchasers, the “Purchasers”),
upon the terms and subject to the conditions set forth in a Purchase Agreement,
dated as of December 9, 2002 (as amended, supplemented or modified from time to
time, the “Purchase Agreement”), on the Closing Date (as defined in the
Purchase Agreement), its Senior Subordinated Discount Notes due 2009 in an
aggregate principal amount at maturity of $441,628,051.27 (the “Securities”),
issued pursuant to the Indenture (as defined in the Purchase Agreement), to be
jointly and severally guaranteed on a senior subordinated basis by certain of
the Company’s subsidiaries signatory hereto (the “Guarantors”).  Capitalized terms used but not defined
herein shall have the meanings given to such terms in the Purchase Agreement.


 


As an inducement to the Purchasers to enter into the
Purchase Agreement, the Company and the Guarantors agree with the Purchasers,
for the benefit of the holders (including


 

















 


the Purchasers) of the Securities and the Exchange
Securities (as defined in Section 1) (collectively, the “Holders”),
as follows:


 


1.             Registered Exchange
Offer.  To the extent not
prohibited by any applicable law or applicable interpretations of the
Commission’s staff and except as provided in Section 2, the Company and
the Guarantors shall use their commercially reasonable efforts to (i) prepare
and file within 90 days following written demand therefor made by the holders
of at least 25% of the principal amount at maturity of Securities then
outstanding at any time 90 days following the Closing (the date of such demand,
the “Trigger Date”) with the Commission a registration statement (the “Exchange
Offer Registration Statement”) on an appropriate form under the Securities
Act with respect to a proposed offer to the Holders of the Securities (the “Registered
Exchange Offer”) to issue and deliver to such Holders, in exchange for any
and all of the Securities, a like aggregate principal amount at maturity of
debt securities of the Company (the “Exchange Securities”) that are
identical in all material respects to the Securities guaranteed on a senior
subordinated basis by the Guarantors pursuant to guarantees that are
substantially identical to the Guarantees (such new guarantees hereinafter
called “Exchange Guarantees”), except that they will have been
registered pursuant to an effective registration statement under the Securities
Act and will not contain provisions restricting transfer, (ii) use their
commercially reasonable efforts to cause the Exchange Offer Registration
Statement to become effective under the Securities Act no later than 150 days
after the Trigger Date and the Registered Exchange Offer to be consummated no
later than 180 days after the Trigger Date and (iii) keep the Exchange
Offer Registration Statement effective for not less than 30 days (or longer, if
required by applicable law) after the date on which notice of the Registered
Exchange Offer is mailed to the Holders (such period being called the “Exchange
Offer Registration Period”).  The
Exchange Securities and Exchange Guarantees will be issued pursuant to the
Indenture or an indenture (each an “Exchange Securities Indenture”)
between the Company, the Guarantors and the Trustee or such other bank or trust
company that is reasonably satisfactory to a majority in interest of the
Purchasers, as trustee (the “Exchange Securities Trustee”), such
indenture to be identical in all material respects to the Indenture, except for
the transfer restrictions relating to the Securities (as described above).


 


Upon the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder electing to exchange Securities for Exchange Securities
(assuming that such Holder (a) is not (i) an affiliate of the Company or
(ii) an Exchanging Dealer (as defined below) not complying with the
requirements of the next sentence, (b) acquires the Exchange Securities in
the ordinary course of such Holder’s business and (c) has no arrangements
or understandings with any person to participate in the distribution of the
Exchange Securities) and to trade such Exchange Securities from and after their
receipt without any limitations or restrictions under the Securities Act and
without material restrictions under the blue sky or securities laws of the
several states of the United States. 
The Company, the Guarantors and the Purchasers and each Exchanging
Dealer acknowledge that, pursuant to current interpretations by the
Commission’s staff of Section 5 of the Securities Act, each Holder that is a
broker-dealer electing to exchange Securities, acquired for its own account as
a result of market-making activities or other trading activities, for Exchange
Securities and Exchange Guarantees (an “Exchanging Dealer”), is required
to deliver a prospectus containing substantially


 


2

















 


the information set forth in Annex A hereto on the cover, in Annex
B hereto in the “Exchange Offer Procedures” section and the “Purpose
of the Exchange Offer” section and in Annex C hereto in the “Plan
of Distribution” section of such prospectus in connection with a sale of
any such Exchange Securities and Exchange Guarantees received by such
Exchanging Dealer pursuant to the Registered Exchange Offer.


 


In connection with the Registered Exchange Offer, the
Company shall:


 


(a)                                  mail to each Holder a copy of the
prospectus forming part of the Exchange Offer Registration Statement, together
with an appropriate letter of transmittal and related documents;


 


(b)                                 utilize the services of a depositary for
the Registered Exchange Offer with an address in the Borough of Manhattan, The
City of New York;


 


(c)                                  permit Holders to withdraw tendered
Securities at any time prior to the close of business, New York City time, on
the last business day on which the Registered Exchange Offer shall remain open
by sending to the depository referred to in clause (b) above at its address a
telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount at maturity of Securities delivered for exchange
and a statement that such Holder is withdrawing its election to have such
Securities exchanged; and


 


(d)                                 otherwise comply in all material respects
with all laws that are applicable to the Registered Exchange Offer.


 


As soon as practicable after the close of the
Registered Exchange Offer, the Company shall:


 


(a)                                  accept for exchange all Securities
tendered and not validly withdrawn pursuant to the Registered Exchange Offer;


 


(b)                                 deliver, or cause to be delivered, to the
Trustee for cancellation all Securities or portions thereof so accepted for
exchange; and


 


(c)                                  cause the Trustee or the Exchange
Securities Trustee, as the case may be, promptly to authenticate and deliver to
each Holder Exchange Securities equal in principal amount at maturity to the
Securities of such Holder so accepted for exchange.


 


The Company and the Guarantors shall use their
commercially reasonable efforts to keep the Exchange Offer Registration
Statement effective and to amend and supplement the prospectus contained
therein in order to permit such prospectus to be used by all persons subject to
the prospectus delivery requirements of the Securities Act for a period of one
year after the date on which the Exchange Offer Registration Statement is
declared effective; provided that (i) in the case where
such prospectus and any amendment or supplement thereto must be delivered by an
Exchanging Dealer, such period shall be the period beginning on the date on
which the Exchange Offer Registration Statement is declared effective and
ending on the earlier


 


3

















 


to occur of (x) the date that is 180 days after the date on which
the Exchange Offer Registration Statement is declared effective and
(y) the date on which all Exchanging Dealers have sold all Exchange
Securities and Exchange Guarantees held by them and (ii) the Company shall
make such prospectus and any amendment or supplement thereto available to any
broker-dealer for use in connection with any resale of any Exchange Securities
for a period of not less than 180 days after the consummation of the Registered
Exchange Offer.


 


The Indenture or the Exchange Securities Indenture, as
the case may be, shall provide that the Securities and the Exchange Securities
shall vote and consent together on all matters as one class and that neither
the Securities nor the Exchange Securities will have the right to vote or
consent as a separate class on any matter.


 


Interest on each Exchange Security issued pursuant to
the Registered Exchange Offer will accrue from the last interest payment date
on which interest was paid on the Securities surrendered in exchange therefor.


 


Each Holder participating in the Registered Exchange
Offer shall be required to represent to the Company and the Guarantors that
(i) any Exchange Securities received by such Holder will be acquired in
the ordinary course of business, (ii) at the time of the consummation of
the Registered Exchange Offer such Holder has no arrangements or understanding
with any person to participate in the distribution of the Securities or the
Exchange Securities within the meaning of the Securities Act, (iii) such
Holder is not an “affiliate” (within the meaning of Rule 405 under the
Securities Act) of the Company and (iv) if such Holder is a broker-dealer that
will receive Exchange Securities, for its own account in exchange for
Securities that were acquired as a result of market-making or other trading
activities, then such Holder will deliver a prospectus in connection with any
resale of such Exchange Securities.


 


Notwithstanding any other provisions hereof, the
Company and the Guarantors will ensure that (i) any Exchange Offer
Registration Statement and any amendment thereto and any prospectus forming
part thereof and any supplement thereto complies in all material respects with
the Securities Act and the rules and regulations of the Commission thereunder,
(ii) any Exchange Offer Registration Statement and any amendment thereto
does not, when it becomes effective, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any
prospectus forming part of any Exchange Offer Registration Statement, and any
supplement to such prospectus, does not, as of the consummation of the
Registered Exchange Offer, include an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.


 


2.                                       Shelf
Registration.  If (i) the Company determines that
the Registered Exchange Offer, as contemplated by Section 1, is not
available because it would violate any applicable law or applicable
interpretations of the Commission’s staff, or (ii) any Securities validly
tendered pursuant to the Registered Exchange Offer are not exchanged for
Exchange Securities on or prior to 180 days after the Trigger Date, or
(iii) any Purchaser so requests on or prior to the 20th
business day following the date on which the Registered Exchange Offer is
consummated with respect to Securities not eligible to be exchanged for
Exchange Securities in


 


4

















 


the Registered Exchange Offer and held by it following the consummation
of the Registered Exchange Offer, or (iv) any change in law or the
applicable interpretations thereof by the Commission’s staff do not permit any
Holder to participate in the Registered Exchange Offer, or (v) any Holder
that participates in the Registered Exchange Offer and does not receive freely
transferable Exchange Securities in exchange for tendered Securities (other
than restrictions due solely to the status of such Holder as an “affiliate”
(within the meaning of Rule 405 under the Securities Act) of the Company or the
Guarantors) so requests with respect to such Securities on or prior to the 20th
business day following the date on which the Registered Exchange Offer is
consummated, or (vi) the Company so elects, then the following provisions
shall apply:


 


(a)                                  The Company and the Guarantors shall use
their commercially reasonable efforts to file as promptly as practicable (but
in no event more than 60 days after so required or requested pursuant to this Section
2) with the Commission, and thereafter shall use their commercially
reasonable efforts to cause to be declared effective, a shelf registration
statement on an appropriate form under the Securities Act relating to the offer
and sale of the Transfer Restricted Securities (as defined in Section 3(a)),
by the Holders thereof from time to time in accordance with the methods of
distribution set forth in such registration statement (hereafter, a “Shelf
Registration Statement” and, together with any Exchange Offer Registration
Statement, a “Registration Statement”); provided that no Holder
(other than each Purchaser) shall be entitled to have any Securities held by
such Holder covered by such Shelf Registration Statement unless such Holder
agrees in writing to be bound by the provisions of this Agreement applicable to
such Holder.


 


(b)                                 The Company and the Guarantors shall use
their commercially reasonable efforts to keep the Shelf Registration Statement
continuously effective in order to permit the prospectus forming part thereof
to be used by Holders of Transfer Restricted Securities for a period ending on
the earlier of (i) the date when all the Transfer Restricted Securities
covered by the Shelf Registration Statement have been sold pursuant thereto and
(ii) the date on which the Securities become eligible for resale without
volume restrictions pursuant to Rule 144 under the Securities Act (in any such
case, such period being called the “Shelf Registration Period”); provided
that upon the occurrence or existence of any pending corporate development or
any other event that, in the reasonable judgment of the Company, makes it
appropriate to suspend the availability of the Shelf Registration Statement and
the related prospectus, the Company shall give notice (without notice of the
nature of details of such events) to the Holders of Transfer Restricted
Securities that the availability of the Shelf Registration Statement is
suspended and, each Holder agrees not to sell any Securities or Exchange
Securities pursuant to the Shelf Registration Statement until such Holder’s
receipt of copies of a supplemented or amended prospectus provided for in
Section 4(j), or until it is advised in writing by the Company that the
prospectus may be used, and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in such prospectus.  The period during
which the availability of the Shelf Registration Statement and any prospectus
is suspended (the “Suspension Period”) shall, without the Company
incurring any obligation to pay Special Interest pursuant to Section 3(a),
not exceed 45 days in any three-month period or 90 days in any
12-month period.


 


5

















 


(c)                                  For any sale, transfer or other
disposition of Transfer Restricted Securities pursuant to the Shelf
Registration Statement, each Holder shall give the Company prior written notice
of such sale, transfer or other disposition (any such notice, a “Sale Notice”).  Such Holder shall not consummate the sale,
transfer or other disposition of Transfer Restricted Securities specified in a
Sale Notice unless and until the Company has advised such Holder whether an
amendment or supplement to the Shelf Registration Statement is necessary or
appropriate in order for sales thereunder to be made in compliance with the
Commission’s applicable rules and regulations; provided that if the Company
shall not have so advised such Holder within three business days after a Sale
Notice has been delivered, the Company shall be deemed to have advised such
Holder on such third business day that no amendment or supplement to the Shelf
Registration Statement is required (a “Deemed Sale Advise”) and such
Holder may consummate the sale, transfer or other disposition of Transfer
Restricted Securities described in such Sale Notice at any time during the five
business day period commencing on the first business day following the date on
which such Holder received such Deemed Sale Advise.  If, after receipt of a Sale Notice from a Holder, the Company
advises such Holder that no amendment or supplement to the Shelf Registration
Statement is necessary or appropriate in order for sales thereunder to be made
in compliance with the Commission’s applicable rules and regulations (a “Sale
Advice”), such Holder may consummate the sale, transfer or other
disposition described in such Sale Notice at any time during the five business
day period commencing on the first business day following the date on which
such Holder received such Sale Advice. 
If, after receipt of a Sale Notice from a Holder, the Company advises
such Holder in writing that the Company considers it necessary or appropriate
for the Shelf Registration Statement to be amended or supplemented in order for
sales thereunder to be made in compliance with the Commission’s applicable
rules and regulations prior to such Holder’s receipt of a Sale Advise or Deemed
Sale Advise with respect to such Sale Notice, such Holder shall suspend the
sale, transfer or other disposition of its Transfer Restricted Securities
described in such Sale Notice until the Company advises such Holder that the
Shelf Registration Statement has been amended or supplemented and declared
effective.  The Company shall use
commercially reasonable efforts to file any such amendment or supplement and
cause the Shelf Registration Statement to be declared effective as soon as
practicable.


 


(d)                                 Notwithstanding any other provisions
hereof, the Company and the Guarantors will ensure that (i) any Shelf
Registration Statement and any amendment thereto and any prospectus forming
part thereof and any supplement thereto complies in all material respects with
the Securities Act and the rules and regulations of the Commission thereunder,
(ii) any Shelf Registration Statement and any amendment thereto (in either
case, other than with respect to information included therein in reliance upon
or in conformity with written information furnished to the Company by or on
behalf of any Holder specifically for use therein, including, without
limitation, any such information provided by the Holders pursuant to Annexes A,
B, C and D (the “Holders’ Information”)) does not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading and
(iii) any prospectus forming part of any Shelf Registration Statement, and


 


6

















 


any supplement to such prospectus (in either case,
other than with respect to Holders’ Information), does not include an untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.


 


(e) Notwithstanding any other provision hereof, the
Company and the Guarantors shall not be required to effect a Shelf Registration
Statement pursuant to the requirements of this Section 2 unless the
original principal amount of the Securities sought to be included therein is at
least $20 million.


 


3.                                       Special Interest.


 


(a)                                  If (i) the Exchange Offer Registration
Statement is not filed with the Commission within 90 days following the Trigger
Date, (ii) the Shelf Registration Statement is not filed within 30 days after,
or is not declared effective within 150 days after, filing is required or
requested pursuant to Section 2, (iii) the Exchange Offer Registration
Statement is not declared effective on or prior to 150 days after the Trigger
Date, (iv) the Registered Exchange Offer is not consummated on or prior to 180
days after the Trigger Date, or (v) the Shelf Registration Statement is filed
and declared effective but shall thereafter cease to be effective prior to the
end of the Shelf Registration Period (other than during a Suspension Period
permitted under Section 2(b) or as permitted under Section 2(a)) (it being
understood that the Company and the Guarantors shall not be obligated to
maintain such effectiveness if the failure to maintain such effectiveness was
caused by a failure of Holders to perform their obligations hereunder with
respect to the provision of the Holders’ Information) (each such event referred
to in clauses (i) through (v), a “Registration Default”), the Company
and the Guarantors will be jointly and severally obligated to pay special
interest (“Special Interest”) to each holder of Transfer Restricted
Securities, during the period of one or more such Registration Defaults, at the
rate equal to $0.05 per week per $1,000 of principal amount at Maturity for the
first 90 days during the period of one or more such Registration Defaults,
which amount shall increase by $0.192 per week per $1,000 of principal amount
at Maturity for each subsequent 90-day period during the continuance of one or
more Registration Default, until such time as no Registration Default is in
effect (after which such Special Interest shall cease to be payable), up to a
maximum amount of Special Interest for all Registration Defaults of $0.50 per
week per $1,000 of principal amount at Maturity.  As used herein, “Transfer Restricted Securities” means
each Security until (i) the date on which such Security has been exchanged
for a freely transferable Exchange Security in the Registered Exchange Offer,
(ii) the date on which such Security has been effectively registered under
the Securities Act and disposed of in accordance with the Shelf Registration
Statement, (iii) the date on which such Security is distributed to the
public pursuant to Rule 144 under the Securities Act or is saleable pursuant to
Rule 144(k) under the Securities Act or (iv) the date on which such Security
ceases to be outstanding.


 


(b)                                 The Company shall notify the Trustee and
the Paying Agent (as defined in the Indenture) under the Indenture immediately
upon the happening of each and every Registration Default.  The Company and the Guarantors shall pay the
Special Interest due


 


7

















 


on the Transfer Restricted Securities by depositing
with the Paying Agent (which may not be the Company for these purposes), in
trust, for the benefit of the Holders thereof, prior to 10:00 a.m., New York
City time, on the next interest payment date specified by the Indenture and the
Securities, sums sufficient to pay the Special Interest then due.  The Special Interest due shall be payable on
each interest payment date specified by the Indenture and the Securities to the
record holder entitled to receive the interest payment to be made on such
date.  Each obligation to pay Special
Interest shall be deemed to accrue from and including the date of the
applicable Registration Default.


 


(c)                                  The parties hereto agree that the Special
Interest provided for in this Section 3 constitutes a reasonable
estimate of and is intended to constitute the sole damages that will be
suffered by Holders of Transfer Restricted Securities by reason of the failure
of (i) the Exchange Offer Registration Statement to be filed, (ii) the
Shelf Registration Statement to remain effective, (iii) the Exchange Offer
Registration Statement or the Shelf Registration Statement to be declared
effective, or (iv) the Registered Exchange Offer to be consummated, in each
case to the extent required by this Agreement.


 


4.                                       Registration
Procedures.  In connection with any Registration
Statement, the following provisions shall apply:


 


(a)                                  The Company shall (i) furnish to
each Purchaser, prior to the filing thereof with the Commission, a copy of the
Registration Statement and each amendment thereof and each supplement, if any,
to the prospectus included therein and shall use its commercially reasonable
efforts to reflect in each such document, when so filed with the Commission,
such comments as any Purchaser may reasonably propose; (ii) include the
information set forth in Annex A hereto on the cover, in Annex B
hereto in the “Exchange Offer Procedures” section and the “Purpose of
the Exchange Offer” section and in Annex C hereto in the “Plan of
Distribution” section of the prospectus forming a part of the Exchange
Offer Registration Statement, and include the information set forth in Annex
D hereto in the Letter of Transmittal (as defined in the Exchange Offer
Registration Statement) delivered pursuant to the Registered Exchange Offer;
and (iii) if requested by any Purchaser, include the information required
by Items 507 or 508 of Regulation S-K, as applicable, in the prospectus forming
a part of the Exchange Offer Registration Statement.


 


(b)                                 The Company shall advise each Purchaser,
each Exchanging Dealer and the Holders (if applicable) and, if requested by any
such person, confirm such advice in writing (which advice pursuant to clauses
(ii)-(v) hereof shall be accompanied by an instruction to suspend the use of
the prospectus until the requisite changes have been made):


 


(i)                                     when any Registration Statement and any
amendment thereto has been filed with the Commission and when such Registration
Statement or any post-effective amendment thereto has become effective;


 


8

















 


(ii)                                  of any request by the Commission for
amendments or supplements to any Registration Statement or the prospectus
included therein or for additional information;


 


(iii)                               of the issuance by the Commission of any stop order
suspending the effectiveness of any Registration Statement or the initiation of
any proceedings for that purpose;


 


(iv)                              of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Securities or the Exchange Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose; and


 


(v)                                 of the happening of any event that
requires the making of any changes in any Registration Statement so that (A)
the Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading or (B) any prospectus forming part of any Registration
Statement, and any supplement to such prospectus, does not include an untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.


 


(c)                                  The Company and the Guarantors will use
their commercially reasonable efforts to obtain the withdrawal at the earliest
possible time of any order suspending the effectiveness of any Registration
Statement.


 


(d)                                 The Company will furnish to each Holder
of Transfer Restricted Securities included within the coverage of any Shelf
Registration Statement, without charge, at least one conformed copy of such
Shelf Registration Statement and any post-effective amendment thereto,
including financial statements and schedules and, if any such Holder so
requests in writing, all exhibits thereto (including those, if any,
incorporated by reference).


 


(e)                                  The Company will, during the Shelf
Registration Period, promptly deliver to each Holder of Transfer Restricted
Securities included within the coverage of any Shelf Registration Statement,
without charge, as many copies of the prospectus (including each preliminary
prospectus) included in such Shelf Registration Statement and any amendment or
supplement thereto as such Holder may reasonably request; and the Company
consents to the use of such prospectus or any amendment or supplement thereto
by each of the selling Holders of Transfer Restricted Securities in connection
with the offer and sale of the Transfer Restricted Securities covered by such
prospectus or any amendment or supplement thereto to satisfy applicable
prospectus delivery requirements for sales in accordance with the Plan of
Distribution and applicable law.


 


9

















 


(f)                                    The Company will furnish to each
Purchaser and each Exchanging Dealer, and to any other Holder who so requests,
without charge, at least one conformed copy of the Exchange Offer Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules and, if any Purchaser or Exchanging Dealer or any such
Holder so requests in writing, all exhibits thereto (including those, if any,
incorporated by reference).


 


(g)                                 The Company will, during the Exchange
Offer Registration Period, promptly deliver to each Purchaser, each Exchanging
Dealer and such other persons that are required to deliver a prospectus
following the Registered Exchange Offer, without charge, as many copies of the
final prospectus included in the Exchange Offer Registration Statement or the
Shelf Registration Statement and any amendment or supplement thereto as such
Purchaser, Exchanging Dealer or other persons may reasonably request; and the
Company and the Guarantors consent to the use of such prospectus or any
amendment or supplement thereto by any such Purchaser, Exchanging Dealer or
other persons, as applicable, as aforesaid.


 


(h)                                 Prior to the effective date of any
Registration Statement, the Company and the Guarantors will use its
commercially reasonable efforts to register or qualify, or cooperate with the
Holders of Securities or Exchange Securities included therein and their
respective counsel in connection with the registration or qualification of,
such Securities or Exchange Securities for offer and sale under the securities
or blue sky laws of such jurisdictions as any such Holder reasonably requests
in writing and do any and all other acts or things necessary or advisable to
enable the offer and sale in such jurisdictions of the Securities or Exchange
Securities covered by such Registration Statement; provided that neither the
Company nor any Guarantor will be required to qualify generally to do business
in any jurisdiction where it is not then so qualified or to take any action
which would subject it to general service of process or to taxation in any such
jurisdiction where it is not then so subject.


 


(i)                                     In the case of a Shelf Registration
Statement, the Company and the Guarantors will cooperate with the Holders of
Transfer Restricted Securities to facilitate the timely preparation and
delivery of certificates representing Transfer Restricted Securities to be sold
pursuant to such Shelf Registration Statement free of any restrictive legends
and in such denominations and registered in such names as the Holders thereof
may reasonably request in writing prior to sales of Transfer Restricted
Securities (consistent with the provisions of the Indenture) pursuant to such
Shelf Registration Statement.


 


(j)                                     If any event contemplated by Section
4(b)(ii) through (v) occurs during the period for which the
Company and the Guarantors are required to maintain an effective Registration
Statement, the Company and the Guarantors will promptly prepare and file with
the Commission a post-effective amendment to the Registration Statement or a
supplement to the related prospectus or file any other required document so
that, as thereafter delivered to purchasers of the Securities or Exchange
Securities from a Holder, the prospectus will not include an untrue statement
of a material fact or omit to state a


 


10

















 


material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.


 


(k)                                  Not later than the effective date of the
applicable Registration Statement, the Company will provide a CUSIP number for
the Securities or the Exchange Securities, as the case may be, and provide the
applicable trustee with printed certificates for the Securities or the Exchange
Securities, as the case may be, in a form eligible for deposit with The
Depository Trust Company.


 


(l)                                     The Company and the Guarantors will
comply in all material respects with all applicable rules and regulations of
the Commission and the Company will make generally available (including by
press release) to its security holders as soon as practicable after the
effective date of the applicable Registration Statement an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act; provided
that in no event shall such earnings statement be delivered later than 45 days
after the end of a 12-month period (or 90 days, if such period is a fiscal
year) beginning with the first month of the Company’s first fiscal quarter
commencing after the effective date of the applicable Registration Statement,
which statement shall cover such 12-month period.


 


(m)                               The Company and the Guarantors will cause
the Indenture or the Exchange Securities Indenture, as the case may be, to be
qualified under the TIA as required by applicable law in a timely manner and in
the event that such qualification would require the appointment of a new
trustee under such indenture, the Company shall, to the extent it is permitted,
appoint a new trustee thereunder pursuant to the applicable provisions of such
indenture.


 


(n)                                 The Company may require each Holder of
Transfer Restricted Securities to be registered pursuant to any Shelf
Registration Statement to furnish to the Company such information concerning
the Holder and the distribution of such Transfer Restricted Securities as the
Company may from time to time reasonably require for inclusion in such Shelf
Registration Statement, and the Company may exclude from such registration the
Transfer Restricted Securities of any Holder that fails to furnish such
information within a reasonable time after receiving such request.


 


(o)                                 In the case of a Shelf Registration
Statement, each Holder of Transfer Restricted Securities to be registered
pursuant thereto agrees by acquisition of such Transfer Restricted Securities
that, upon receipt of any notice from the Company pursuant to Section
4(b)(ii) through (v), such Holder will discontinue disposition of
such Transfer Restricted Securities until such Holder’s receipt of copies of
the supplemental or amended prospectus or other document contemplated by Section
4(j) or until advised in writing (the “Advice”) by the Company that
the use of the applicable prospectus may be resumed.  If the Company shall give any notice under Section 4(b)(ii)
through (v) during the Shelf Registration Period, such Shelf
Registration Period shall not include any period during which the failure to
maintain such effectiveness was caused by a failure of Holders to perform their
obligations hereunder with respect to the provisions of the Holders’
Information and shall be extended by the number of days during such period from
and


 


11

















 


including the date of the giving of such notice to and
including the date when each seller of Transfer Restricted Securities covered
by such Registration Statement shall have received (x) the copies of the
supplemental or amended prospectus or other document contemplated by Section
4(j) (if an amended or supplemental prospectus or other document is
required) or (y) the Advice (if no amended or supplemental prospectus or other
document is required).


 


(p)                                 In the case of a Shelf Registration
Statement, the Company and the Guarantors shall enter into such customary
agreements (including, if requested, an underwriting agreement in customary
form) and take all such other customary action, if any, as Holders of a
majority in principal amount at maturity of the Securities and Exchange
Securities being sold or the managing underwriters (if any) shall reasonably
request in order to facilitate any disposition of Securities or Exchange
Securities pursuant to such Shelf Registration Statement.


 


(q)                                 In the case of a Shelf Registration
Statement, the Company shall (i) make available, at reasonable times and
in a reasonable manner, for inspection by a representative of, and Special
Counsel (as defined in Section 5) acting for, Holders of a majority in
principal amount at maturity of the Securities and Exchange Securities being
sold and any underwriter participating in any disposition of Securities or
Exchange Securities pursuant to such Shelf Registration Statement, all relevant
financial and other records, pertinent corporate documents and properties of
the Company and its subsidiaries and (ii) use its commercially reasonable
efforts to have its officers, directors, employees, Guarantors, accountants and
counsel supply all relevant information reasonably requested by such
representative, Special Counsel or any such underwriter (an “Inspector”)
in connection with such Shelf Registration Statement, in either case to the
extent reasonably requested by such Inspector for the purpose of conducting
customary due diligence with respect to the Company; provided that if
any such information is identified by the Company or any Guarantor as being
confidential or proprietary, each Person receiving such information shall take
such actions as are reasonably necessary to protect the confidentiality of such
information to the extent such action is otherwise not inconsistent with, an
impairment of or in derogation of the rights and interests of any Inspector or
Holder.


 


(r)                                    In the case of a Shelf Registration
Statement, the Company shall, if requested by Holders of a majority in
principal amount at maturity of the Securities and Exchange Securities being
sold, their Special Counsel or the managing underwriters (if any) in connection
with such Shelf Registration Statement, use its commercially reasonable efforts
to cause (i) its counsel to deliver an opinion relating to the Shelf
Registration Statement and the Securities or Exchange Securities, as
applicable, in customary form covering the matters customarily covered in
opinions requested in underwritten offerings, (ii) its officers to execute
and deliver all customary documents and certificates reasonably requested by
Holders of a majority in principal amount at maturity of the Securities and
Exchange Securities being sold, their Special Counsel or the managing
underwriters (if any) and (iii) its independent public accountants to
provide a comfort letter or letters in customary form, subject to receipt of
appropriate


 


12

















 


documentation as contemplated, and only if permitted,
by Statement of Auditing Standards No. 72.


 


(s)                                  In the case of a Shelf Registration
Statement, the Company shall, in the event that any broker-dealer registered
under the Exchange Act shall underwrite any Securities and Guarantees or
participate as a member of an underwriting syndicate or selling group or
“assist in the distribution” (within the meaning of the Rules of Conduct (the “Rules
of Conduct”) of the National Association of Securities Dealers, Inc. (“NASD”))
thereof, whether as a holder of such Securities and Guarantees or as an
underwriter, a placement or sales agent or a broker or dealer in respect
thereof, or otherwise, assist such broker-dealer in complying with the
requirements of such Rules of Conduct, including, without limitation, by
(A) if such Rules of Conduct shall so require, engaging a “qualified
independent underwriter” (as defined in such Rules of Conduct) to participate
in the preparation of the registration statement relating to such Securities
and Guarantees, to exercise usual standards of due diligence in respect thereto
and, if any portion of the offering contemplated by such registration statement
is an underwritten offering or is made through a placement or sales agent, to
recommend the yield of such Securities and Guarantees, (B) indemnifying
any such qualified independent underwriter to the extent of the indemnification
of underwriters provided in Section 6, and (C) providing such
information to such broker-dealer as may be required in order for such
broker-dealer to comply with the requirements of the Rules of Conduct.


 


5.                                       Registration Expenses.  The Company agrees to bear and to pay or cause to be paid all expenses
incident to the Company’s performance of or compliance with this Agreement,
including, without limitation, (a) all Commission and any NASD
registration and filing fees and expenses, (b) all expenses relating to
the preparation, printing, distribution and reproduction of each registration
statement required to be filed hereunder, each prospectus included therein or
prepared for distribution pursuant hereto, each amendment or supplement to the
foregoing, the Exchange Securities, the certificates representing the
Securities and Exchange Securities and all other documents relating to the
Company’s performance of or compliance with this Agreement, (c) fees and
expenses of the Trustee under the Indenture and of any escrow agent or
custodian, (d) internal expenses of the Company related to the Company’s performance
of or compliance with this Agreement (including, without limitation, all
salaries and expenses of the Company’s officers and employees performing legal
or accounting duties), (e) fees, disbursements and expenses of counsel and
independent certified public accountants of the Company (including the expenses
of any opinions or “cold comfort” letters required by or incident to such
performance and compliance), (f) in the case of a Shelf Registration
Statement, the fees and disbursements of one counsel (“Special Counsel”)
for the Holders, and (g) fees and expenses of compliance with state securities
or “blue sky” laws and in connection with the preparation of a “blue sky”
survey, including without limitation, reasonable fees and expenses of blue sky
counsel (collectively, the “Registration Expenses”).  To the extent that any Registration Expenses
are incurred, assumed or paid by any Holder or any placement or sales agent
therefor or underwriter thereof, the Company shall reimburse such person for
the full amount of the Registration Expenses so incurred, assumed or paid
promptly after receipt of a request and invoice therefor.  Notwithstanding the foregoing, the Holders
of the Securities or Exchange Securities being registered shall pay all agency
fees and commissions and underwriting discounts


 


13

















 


and commissions attributable to the sale of such Securities or Exchange
Securities and the fees and disbursements of any counsel or other advisors or
experts retained by such Holders (severally or jointly), other than the counsel
and experts specifically referred to above.


 


Notwithstanding the foregoing, the provisions of this Section 5
shall be deemed amended to the extent necessary to cause these expense
provisions to comply with “blue sky” laws of each state or the securities laws
of any other jurisdiction in the United States and its territories in which the
offering is made.


 


6.                                       Indemnification.  (a)  In the event the Company files a Shelf
Registration Statement or in connection with any prospectus delivery pursuant
to an Exchange Offer Registration Statement by a Holder or Exchanging Dealer,
as applicable, the Company and the Guarantors shall jointly indemnify and hold
harmless each Holder (including, without limitation, any Purchaser or
Exchanging Dealer), its affiliates, their respective officers, partners,
directors, employees, representatives and agents, and each person, if any, who
controls such Holder within the meaning of the Securities Act or the Exchange
Act  (collectively referred to for
purposes of this Section 6 and Section 7 as a Holder), from and
against any loss, claim, damage or liability, joint or several, or any action
in respect thereof (including, without limitation, any loss, claim, damage,
liability or action relating to purchases and sales of Securities or Exchange
Securities), to which that Holder may become subject, whether commenced or
threatened, under the Securities Act, the Exchange Act, any other federal or
state statutory law or regulation, at common law, or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon,
(i) any untrue statement or alleged untrue statement of a material fact
contained in any such Registration Statement or any prospectus forming part
thereof or in any amendment or supplement thereto or (ii) the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and shall reimburse
each Holder promptly upon demand for any legal or other expenses reasonably
incurred by that Holder in connection with investigating or defending or
preparing to defend against or appearing as a third party witness in connection
with any such loss, claim, damage, liability or action as such expenses are
incurred; provided,
however,
that the Company and the Guarantors shall not be liable in any such case to the
extent that any such loss, claim, damage, liability or action arises out of, or
is based upon, an untrue statement or alleged untrue statement in or omission
or alleged omission from any of such documents in reliance upon and in
conformity with any information relating to any Holder furnished to the Company
by such Holder; and provided, further, that with respect
to any such untrue statement in or omission from any related preliminary
prospectus, the indemnity agreement contained in this Section 6(a) shall
not inure to the benefit of any Holder from whom the person asserting any such
loss, claim, damage, liability or action received Securities or Exchange
Securities to the extent that such loss, claim, damage, liability or action of
or with respect to such Holder results from the fact that both (A) a copy of
the final prospectus was not sent or given to such person at or prior to the
written confirmation of the sale of such Securities or Exchange Securities to
such person and (B) the untrue statement in or omission from the related
preliminary prospectus was corrected in the final prospectus unless, in either
case, such failure to deliver the final prospectus was a result of
non-compliance by the Company with Section 4(d), 4(e), 4(f)
or 4(g).


 


14

















 


(b)                                 In the event the Company files a Shelf
Registration Statement or in connection with any prospectus delivery pursuant
to an Exchange Offer Registration Statement by a Holder or Exchanging Dealer,
as applicable, each Holder shall indemnify and hold harmless the Company and
the Guarantors, their affiliates, their respective officers, directors,
employees, representatives and agents, and each person, if any, who controls
the Company or any Guarantor within the meaning of the Securities Act or the
Exchange Act (collectively referred to for purposes of this Section 6(b)
and Section 7 as the “Company”), from and against any loss,
claim, damage or liability, joint or several, or any action in respect thereof,
to which the Company may become subject, whether commenced or threatened, under
the Securities Act, the Exchange Act, any other federal or state statutory law
or regulation, at common law or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, (i) any untrue statement
or alleged untrue statement of a material fact contained in any such
Registration Statement or any prospectus forming part thereof or in any
amendment or supplement thereto or (ii) the omission or alleged omission
to state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, but in each case only to the extent that
the untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with any information
relating to such Holder furnished to the Company by such Holder, and shall
reimburse the Company for any legal or other expenses reasonably incurred by
the Company in connection with investigating or defending or preparing to
defend against or appearing as a third party witness in connection with any
such loss, claim, damage, liability or action as such expenses are incurred; provided,
however,
that no such Holder shall be liable for any indemnity claims hereunder in
excess of the amount of net proceeds received by such Holder from the sale of
Securities or Exchange Securities pursuant to such Shelf Registration
Statement.


 


(c)                                  Promptly after receipt by an indemnified
party under this Section 6 of notice of any claim or the commencement of
any action, the indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party pursuant to Section 6(a) or 6(b),
notify the indemnifying party in writing of the claim or the commencement of
that action; provided, however, that the failure to notify the
indemnifying party shall not relieve it from any liability which it may have
under this Section 6 or otherwise except to the extent that it has been
materially prejudiced by such failure. 
If any such claim or action shall be brought against an indemnified
party, and it shall notify the indemnifying party thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it wishes,
jointly with any other similarly notified indemnifying party, to assume the
defense thereof with counsel reasonably satisfactory to the indemnified
party.  After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 6 for any legal or other
expenses subsequently incurred by the indemnified party in connection with the
defense thereof other than the reasonable costs of investigation; provided,
however,
that an indemnified party shall have the right to employ its own counsel in any
such action, but the fees, expenses and other charges of such counsel for the
indemnified party will be at the expense of such indemnified party unless (1)
the employment of counsel by the indemnified party has been authorized in
writing by the indemnifying party, (2) the indemnified party has reasonably
concluded (based upon written advice of counsel to the indemnified party) that
there may be legal defenses available to it that


 


15

















 


are different from or in addition to those available to the
indemnifying party, (3) a conflict or potential conflict exists (based upon
written advice of counsel to the indemnified party) between the indemnified
party and the indemnifying party (in which case the indemnifying party will not
have the right to direct the defense of such action on behalf of the
indemnified party) or (4) the indemnifying party has not in fact employed
counsel reasonably satisfactory to the indemnified party to assume the defense
of such action within a reasonable time after receiving notice of the
commencement of the action, in each of which cases the reasonable fees,
disbursements and other charges of counsel will be at the expense of the
indemnifying party or parties.  It is
understood that the indemnifying party or parties shall not, in connection with
any proceeding or related proceedings in the same jurisdiction, be liable for
the reasonable fees, disbursements and other charges of more than one separate
firm of attorneys (in addition to any local counsel) at any one time for all
such indemnified party or parties.  Each
indemnified party, as a condition of the indemnity agreements contained in Sections
6(a) and 6(b), shall use all reasonable efforts to cooperate with
the indemnifying party in the defense of any such action or claim.  No indemnifying party shall be liable for
any settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with its written
consent or if there be a final judgment for the plaintiff in any such action,
the indemnifying party agrees to indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or
judgment.  No indemnifying party shall,
without the prior written consent of the indemnified party (which consent shall
not be unreasonably withheld), effect any settlement of any pending or
threatened proceeding in respect of which any indemnified party is or could
have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding and does not include a statement as to, or an admission of,
fault, culpability or failure to act, by or on behalf of any indemnified party.


 


7.                                       Contribution.  If the indemnification provided for in Section 6
is unavailable or insufficient to hold harmless an indemnified party under Section
6(a) or 6(b), then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable
by such indemnified party as a result of such loss, claim, damage or liability,
or action in respect thereof, (i) in such proportion as shall be
appropriate to reflect the relative benefits received by the Company from the
initial offering and sale of the Securities, on the one hand, and by a Holder
from receiving Securities or Exchange Securities, as applicable, registered
under the Securities Act, on the other, or (ii) if the allocation provided
by clause (i) above is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the Company and the
Guarantors, on the one hand, and the Holders, on the other, with respect to the
statements or omissions that resulted in such loss, claim, damage or liability,
or action in respect thereof, as well as any other relevant equitable
considerations.  The relative fault
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to the Company and the Guarantors or
information supplied by the Company and the Guarantors, on the one hand, or to
any information relating to such Holder supplied by such Holder, on the other,
the intent of the parties and their relative knowledge, access to information
and opportunity to correct or prevent


 


16

















 


such untrue statement or omission. 
The parties hereto agree that it would not be just and equitable if
contributions pursuant to this Section 7 were to be determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to herein.  The amount paid or payable by an indemnified party as a result of
the loss, claim, damage or liability, or action in respect thereof, referred to
above in this Section 7 shall be deemed to include, for purposes of this
Section 7, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending or preparing to
defend any such action or claim. 
Notwithstanding the provisions of this Section 7, an indemnifying
party that is a Holder of Securities or Exchange Securities shall not be
required to contribute any amount in excess of the amount by which the total
price at which the Securities or Exchange Securities sold by such indemnifying
party to any purchaser exceeds the amount of any damages which such
indemnifying party has otherwise paid or become liable to pay by reason of any
untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.


 


8.                                       Rules 144 and 144A.The Company shall use its commercially
reasonable efforts to file the reports required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations adopted by
the Commission thereunder in a timely manner and, if at any time the Company is
not required to file such reports, it will, upon the written request of any
Holder of Transfer Restricted Securities, make publicly available other
information so long as necessary to permit sales of such Holder’s securities
pursuant to Rules 144 and 144A or any successor rule or regulation hereafter
adopted by the Commission.  The Company
and the Guarantors covenant that they will take such further action as any
Holder of Transfer Restricted Securities may reasonably request, all to the
extent required from time to time to enable such Holder to sell Transfer
Restricted Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rules 144 and 144A (including, without
limitation, the requirements of Rule 144A(d)(4)).  Upon the written request of any Holder of Transfer Restricted
Securities, the Company and the Guarantors shall deliver to such Holder a
written statement as to whether they have complied with such requirements.
Notwithstanding the foregoing, nothing in this Section 8 shall be deemed
to require the Company to register any of its securities pursuant to the
Exchange Act.


 


9.                                       Underwritten
Registrations.  If any of the Transfer Restricted
Securities covered by any Shelf Registration Statement are to be sold in an
underwritten offering, the investment banker or investment bankers and manager
or managers that will administer the offering will be selected by the Holders
of a majority in principal amount at maturity of such Transfer Restricted
Securities included in such offering, subject to the consent of the Company
(which shall not be unreasonably withheld or delayed), and such Holders shall
be responsible for all underwriting commissions and discounts in connection
therewith.


 


No person may participate in any underwritten
registration hereunder unless such person (i) agrees to sell such person’s
Transfer Restricted Securities on the basis reasonably provided in any
underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements and (ii) completes and executes all questionnaires,
powers of


 


17

















 


attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements.


 


10.                                 Miscellaneous.(a)  Amendments and Waivers.  The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless the Company has obtained the
written consent of Holders of a majority in aggregate principal amount at
maturity of the Securities and the Exchange Securities, taken as a single
class, affected by such amendment, modification, supplement, waiver or
consent.  Notwithstanding the foregoing,
a waiver or consent to depart from the provisions hereof with respect to a
matter that relates exclusively to the rights of Holders whose Securities or
Exchange Securities are being sold pursuant to a Registration Statement and
that does not directly or indirectly affect the rights of other Holders may be
given by Holders of a majority in aggregate principal amount at maturity of the
Securities and the Exchange Securities being sold by such Holders pursuant to
such Registration Statement.


 


(b)                                 Notices.  All notices
and other communications provided for or permitted hereunder shall be made in
writing by hand-delivery, first-class mail, telecopier or air courier
guaranteeing next-day delivery:


 


(1)                                  if to a Holder, at the most current
address given by such Holder to the Company in accordance with the provisions
of this Section 10(b), which address initially is, with respect to each
Holder, the address of such Holder maintained by the Registrar under the
Indenture;


 


(2)                                  if to a Purchaser, initially at its
address set forth in the Purchase Agreement with a copy to Fried, Frank,
Harris, Shriver & Jacobson, One New York Plaza, New York, New York, 10004,
Attention:  F. William Reindel, Esq., or
at such other address as the Purchaser or its nominee shall have specified to
the Company in writing; and


 


(3)                                  if to the Company or any Guarantor,
initially at the address of the Company set forth in the Purchase Agreement,
Attention:  Mark Peterson, with a copy
to Cravath, Swaine & Moore, 825 Eighth Avenue, New York, NY  10019, Attention:  William V. Fogg, Esq., or at such other address as the Company
shall have specified to each Holder in writing.


 


All such notices and communications shall be deemed to
have been duly given:  when delivered by
hand, if personally delivered; one business day after being delivered to a
next-day air courier; five business days after being deposited in the mail; and
when receipt is acknowledged by the recipient’s telecopier machine, if sent by
telecopier.


 


(c)                                  Successors and Assigns.  This
Agreement shall be binding upon the Company and its successors and assigns; provided
that nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Securities in violation of the terms of the Purchase Agreement
or the Indenture.  If any transferee of
any Holder shall acquire Securities in any manner, whether by operation of law
or otherwise, such Securities shall


 


18

















 


be held subject to all the terms of this Agreement,
and by taking and holding such Securities such Person shall be conclusively
deemed to have agreed to be bound by and to perform all the terms and
provisions of this Agreement and such Person shall be entitled to receive the
benefits hereof.


 


(d)                                 Counterparts.  This
Agreement may be executed in any number of counterparts (which may be delivered
in original form or by telecopier) and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.


 


(e)                                  Definition of Terms.  For purposes
of this Agreement, (a) the term “business day” means any day on which the
New York Stock Exchange, Inc. is open for trading, (b) the term
“subsidiary” has the meaning set forth in Rule 405 under the Securities Act and
(c) except where otherwise expressly provided, the term “affiliate” has
the meaning set forth in Rule 405 under the Securities Act.


 


(f)                                    Headings.  The headings
in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.


 


(g)                                 GOVERNING
LAW. THIS AGREEMENT 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.


 


(h)                                 Remedies.  In the event
of a breach by the Company, any Guarantor or any Holder of any of their
obligations under this Agreement, each Holder or the Company, as the case may
be, in addition to being entitled to exercise all rights granted by law,
including recovery of damages (other than the recovery of damages for a breach
by the Company or any Guarantor of its obligations under Sections 1 or 2
for which Special Interest has been paid pursuant to Section 3), will be
entitled to specific performance of its rights under this Agreement.  The Company, the Guarantors and each Holder
agree that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by each such person of any of the provisions of
this Agreement and hereby further agree that, in the event of any action for
specific performance in respect of such breach, each such person shall waive
the defense that a remedy at law would be adequate.


 


(i)                                     No Inconsistent Agreements.  The Company
and each Guarantor represents, warrants and agrees that (i) it has not
entered into, and shall not on or after the date of this Agreement, enter into
any agreement that is inconsistent with the rights granted to the Holders in
this Agreement or otherwise conflicts with the provisions hereof, (ii) the
rights granted to the Holders hereunder do not in any way conflict with and are
not inconsistent with the rights granted to the holders of any other
outstanding securities issued or guaranteed by the Company or any Guarantor
under any other


 


19

















 


agreement and (iii) without limiting the
generality of the foregoing, without the written consent of the Holders of a
majority in aggregate principal amount at maturity of the then outstanding
Transfer Restricted Securities, it will not grant to any person the right to
request the Company to register any debt securities of the Company under the
Securities Act unless the rights so granted are not in conflict or inconsistent
with the provisions of this Agreement.


 


(j)                                     No Piggyback on Registrations.  Neither the
Company nor any of its security holders (other than the Holders of Transfer
Restricted Securities in such capacity) shall have the right to include any
securities of the Company in any Shelf Registration or Registered Exchange
Offer other than Transfer Restricted Securities.


 


(k)                                  Severability. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law. 
If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall
in no way be affected, impaired or invalidated, and the parties hereto shall
use their commercially reasonable efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be the intention of the
parties that they would have executed the remaining terms, provisions,
covenants and restrictions without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable.


 


Please confirm that the foregoing correctly sets forth
the agreement among the Company and the Purchasers.


 


[Signature Page of Exchange and Registration Rights
Agreement to Follow]


 


20

















 


[Signature Page to
Exchange and Registration Rights Agreement]


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  BROADWING
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark W. Peterson

  
	
   

  	
  Name:

  	
  Mark W. Peterson

  
	
   

  	
  Title:

  	
  Vice President & Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CINCINNATI BELL PUBLIC COMMUNICATIONS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark W. Peterson

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ZOOMTOWN.COM INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark W. Peterson

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CINCINNATI BELL ANY DISTANCE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark W. Peterson

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  CINCINNATI BELL TELECOMMUNICATIONS SERVICES INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark W. Peterson

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
					



 

















 


	
   

  	
  BROADWING FINANCIAL LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark W. Peterson

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  CINCINNATI BELL WIRELESS COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark W. Peterson

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  CINCINNATI BELL WIRELESS HOLDINGS LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark W. Peterson

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  BROADWING HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark W. Peterson

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


Agreed to and accepted by:


 


 


	
  GS MEZZANINE PARTNERS II, L.P.

  
	
   

  
	
  By:

  	
  GS Mezzanine Advisors II, L.L.C.

  
	
   

  	
  its general partner

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  GS MEZZANINE PARTNERS II OFFSHORE, L.P.

  
	
   

  	
   

  
	
  By:

  	
  GS Mezzanine
  Advisors II, L.L.C.

  
	
   

  	
  its general
  partner

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


ANNEX A


 


Each broker-dealer that receives Exchange Securities
for its own account pursuant to the Registered Exchange Offer must acknowledge
that it will deliver a prospectus in connection with any resale of such
Exchange Securities.  The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an “underwriter” within
the meaning of the Securities Act.  This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received
in exchange for Securities where such Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities.  The Company has agreed
that, for a period of 180 days after the consummation of the Registered
Exchange Offer, it will make this Prospectus available to any broker-dealer for
use in connection with any such resale. 
See “Plan of Distribution”.


 


1

















 


ANNEX B


 


Each broker-dealer that receives Exchange Securities
for its own account in exchange for Securities, where such Securities were
acquired by such broker-dealer as a result of market-making activities or other
trading activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities.  See “Plan of Distribution”.


 


1

















 


ANNEX C


 


PLAN OF DISTRIBUTION


 


Each broker-dealer that receives Exchange Securities
for its own account pursuant to the Registered Exchange Offer must acknowledge
that it will deliver a prospectus in connection with any resale of such
Exchange Securities.  This Prospectus,
as it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities.  The Company has agreed that, for a period of 180 days after the
consummation of the Registered Exchange Offer, it will make this prospectus, as
amended or supplemented, available to any broker-dealer for use in connection
with any such resale.  In addition,
until                        ,
all dealers effecting transactions in the Exchange Securities may be required
to deliver a prospectus.


 


The Company will not receive any proceeds from any
sale of Exchange Securities by broker-dealers. 
Exchange Securities received by broker-dealers for their own account
pursuant to the Registered Exchange Offer may be sold from time to time in one
or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or at negotiated
prices.  Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive compensation
in the form of commissions or concessions from any such broker-dealer or the
purchasers of any such Exchange Securities. 
Any broker-dealer that resells Exchange Securities that were received by
it for its own account pursuant to the Registered Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may
be deemed to be an “underwriter” within the meaning of the Securities Act and
any profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. 
The Letter of Transmittal states that, by acknowledging that it will
deliver and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an “underwriter” within the meaning of the Securities Act.


 


For a period of 180 days after the consummation of the
Registered Exchange Offer the Company will promptly send additional copies of
this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer
that requests such documents in the Letter of Transmittal.  The Company has agreed to pay all expenses
incident to the Registered Exchange Offer (including the expenses of one
counsel for the Holders of the Securities) other than commissions or concessions
of any broker-dealers and will indemnify the Holders of the Securities
(including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act.


 


1

















 


ANNEX D


 


 ̈                                    CHECK HERE IF YOU ARE A BROKER-DEALER AND
WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.


 


Name:

Address:


 


 


If the undersigned is not a broker-dealer, the
undersigned represents that it is not engaged in, and does not intend to engage
in, a distribution of Exchange Securities. 
If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Securities that were acquired as
a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act.


 


1