Exhibit
4(c)(ix)


 


Execution
Copy


 


EQUITY
REGISTRATION RIGHTS AGREEMENT


 


by and between


 


BROADWING INC.,


 


GS MEZZANINE
PARTNERS II, L.P.,


 


GS MEZZANINE
PARTNERS II OFFSHORE, L.P., and


 


OTHER PURCHASERS
NAMED HEREIN


 


March 26, 2003


 

















 


Table of Contents


 


	
  1.

  	
  Definitions

  
	
   

  	
   

  
	
  2.

  	
  Holders of Registrable
  Securities

  
	
   

  	
   

  
	
  3.

  	
  Registration Rights

  
	
   

  	
   

  
	
  (a)

  	
  Piggyback Rights

  
	
  (b)

  	
  Shelf Registration

  
	
   

  	
   

  
	
  4.

  	
  Restrictions on Public
  Sale by Holder of Registrable Securities

  
	
   

  	
   

  
	
  5.

  	
  Registration Procedures

  
	
   

  	
   

  
	
  6.

  	
  Registration Expenses

  
	
   

  	
   

  
	
  7.

  	
  Indemnification

  
	
   

  	
   

  
	
  (a)

  	
  Indemnification
  by the Company

  
	
  (b)

  	
  Indemnification
  by Holder of Registrable Securities

  
	
  (c)

  	
  Conduct of Indemnification Proceedings

  
	
  (d)

  	
  Contribution

  
	
   

  	
   

  
	
  8.

  	
  Rule 144

  
	
   

  	
   

  
	
  9.

  	
  Participation
  in Underwritten Offerings

  
	
   

  	
   

  
	
  10.

  	
  Miscellaneous

  
	
   

  	
   

  
	
  (a)

  	
  Remedies

  
	
  (b)

  	
  No
  Inconsistent Agreements

  
	
  (c)

  	
  Amendments
  and Waivers

  
	
  (d)

  	
  Notices

  
	
  (e)

  	
  Successors
  and Assigns

  
	
  (f)

  	
  Counterparts

  
	
  (g)

  	
  Headings

  
	
  (h)

  	
  Legend

  
	
  (i)

  	
  New York Law;
  Submission to Jurisdiction; Waiver of Jury Trial

  
	
  (j)

  	
  Severability

  
	
  (k)

  	
  Entire
  Agreement

  



 


i

















 


EQUITY
REGISTRATION RIGHTS AGREEMENT


 


THIS EQUITY REGISTRATION
RIGHTS AGREEMENT (this “Agreement”) is made as of March 26, 2003, by and
between Broadwing Inc., an Ohio corporation (the “Company”), 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”).


 


RECITALS


 


WHEREAS, on December 9,
2002, the Company and the Purchasers entered into a Purchase Agreement (as
amended, supplemented or modified from time to time, the “Purchase Agreement”),
pursuant to which the Company has issued, and the Purchasers have purchased,
warrants (the “Warrants”) to purchase shares (the “Warrant Shares”)
of the Company’s Common Stock (defined below), as more fully described in the
Purchase Agreement; and


 


WHEREAS, the execution and delivery of this Agreement
is a condition to the closing of the Purchase Agreement.


 


NOW, THEREFORE, in consideration of the premises and
of the mutual covenants and obligations hereinafter set forth, the parties
hereto hereby agree as follows:


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein contained, the
parties hereto agree as follows:


 


1.                                       Definitions.


 


As used in this Agreement, the following capitalized
terms shall have the following meanings:


 


“Advice” as defined in Section 5.


 


“Agreement” as defined in the preamble.


 


“Company” as defined in the preamble.


 


1

















 


“Deemed Sale Advise” as defined in Section
3(b)(i).


 


“Effective Date”
as defined in Section 3(b)(i).


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder,
as the same may be amended from time to time.


 


“Filing Date” as defined in Section 3(b)(i).


 


“GS Mezzanine” as defined in the preamble.


 


“GS Purchasers” as defined in the preamble.


 


“Holder” as defined in Section 2.


 


“Holder Indemnified Parties” as defined in
Section 7(a).


 


“Holders’ Information” as defined in Section
5.


 


“Indemnifying Party” as defined in Section
7(c).


 


“Initiating Holder” as defined in
Section 3(a)(i).


 


“Liquidated Damages” as defined in Section
3(b)(ii).


 


“NASD” means the National Association of
Securities Dealers, Inc.


 


“Person” means any individual, partnership,
limited liability company, corporation, trust, joint stock company, business
trust, joint venture, or unincorporated organization, or a government or agency
or political subdivision thereof.


 


“Prospectus” means the prospectus included
in any Registration Statement, as amended or supplemented by any prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by such Registration Statement and by all other
amendments and supplements to the prospectus, including post-effective
amendments and all material incorporated by reference in such prospectus.


 


“Purchase Agreement” as defined in the
recitals.


 


“Purchasers” as
defined in the preamble.


 


“Registrable Securities” means any
(i) Registrable Warrant Shares owned by the Purchasers and (ii) shares of
Common Stock issued or issuable, directly or indirectly, with respect to the
Common Stock referenced in clause (i) above by way of stock dividend, stock
split or combination of shares, provided that a security ceases to be a Registrable
Security when it is no longer a Transfer Restricted Security.


 


“Registrable Warrant Shares” means all
Warrant Shares issuable to the Holders of


 


2

















 


Warrants upon
exercise of such Warrants.


 


“Registrant Indemnified Parties” as defined
in Section 7(b).


 


“Registration Default”
as defined in Section 3(b)(ii).


 


“Registration Expenses” as defined in
Section 6(a).


 


“Registration Default” as defined in Section
3(b)(ii).


 


“Registration Statement” means any
registration statement of the Company which covers any of the Registrable
Securities, including the Prospectus, amendments and supplements to such
Registration Statement, including post-effective amendments, all exhibits and
all material incorporated by reference in such Registration Statement.


 


“Sale Advice” as defined in Section 3(b)(i).


 


“Sale Notice” as defined in Section 3(b)(i).


 


“SEC” means the Securities and Exchange
Commission.


 


“Securities Act” means the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder, as the
same may be amended from time to time.


 


“Shelf Registration” as defined in Section
3(b)(i).


 


“Shelf Registration Statement” as defined in
Section 3(b)(i).


 


“Transfer Restricted Security” means the
Registrable Securities upon original issuance thereof; provided that a
Registrable Security is no longer a Transfer Restricted Security when (i) a
registration statement with respect to the sale of such security shall have
been declared effective under the Securities Act and such security shall have
been disposed of in accordance with such registration statement, (ii) such
security shall have been distributed to the public  pursuant to Rule 144 (or any successor provision) under the
Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act
or (iii) such security ceases to be outstanding.


 


“Trigger Date” as defined in
Section 3(b)(i).


 


“underwritten registration or underwritten
offering” means a registration in which securities of the Company are sold
to an underwriter for reoffering to the public.


 


“Warrant Agreement” means that certain Warrant
Agreement, dated as of the date hereof, by and between the Company and the
Purchasers.


 


“Warrant Shares” as defined in the recitals.


 


“Warrants” as
defined in the recitals.


 


3

















 


 


2.                                       Holders of Registrable Securities.  A Person is deemed to be a holder (a “Holder”)
of Registrable Securities whenever such Person owns Registrable Securities of
record.  This Agreement will inure to
the benefit of and be binding upon subsequent Holders of Registrable
Securities, if any, as provided in Section 10(e) hereof.


 


3.                                       Registration Rights.


 


(a)                                  Piggyback Rights.


 


(i)                                     Piggyback
Rights.  If the Shelf Registration
Statement has not been declared effective and the Company at any time after the
date hereof proposes to register any of its equity securities under the
Securities Act for its account or for the account of another Person (an “Initiating
Holder”) (other than a registration on Form S-4 or S-8, or any successor or
other forms promulgated for similar purposes, a registration statement filed in
order to register capital stock with respect to an acquisition or exchange
offer or which constituted a part of or all the consideration for an
acquisition or a registration with respect to an employee benefit plan), other
than pursuant to Section 3(b), whether or not for sale for its own account, it
will, at each such time, give prompt written notice (no later than 15 days
prior to effectiveness of the related registration statement) to the  Holders of its intention to do so (a “Piggyback
Registration”) and of the rights of the Holders under this Section
3(a).  Upon the written request of any
Holder made within 10 days after the receipt of any such notice (which request
shall specify the number of Registrable Securities intended to be registered by
such Holder), the Company will use its commercially reasonable efforts to
effect the registration under the Securities Act of all Registrable Securities
which the Company has been so requested to register by the Holders; provided,
however, that should a Holder fail to provide timely notice to the
Company, such Holder will forfeit any rights to participate in the Piggyback
Registration with respect to such proposed offering; and further, provided
that (A) if, at any time after giving written notice of its intention to
register any securities the Company or an Initiating Holder shall determine for
any reason not to proceed with the proposed registration of the securities to
be sold by it, the Company or such Initiating Holder may, at its election, give
written notice of such determination to the Holders and, thereupon, the Company
shall be relieved of its obligation to register any Registrable Securities in
connection with such registration (but not from its obligation to pay the
Registration Expenses incurred in connection therewith in accordance with
Section 6(a)), or the Company may elect to delay the registration, and (B) if
such registration involves an underwritten offering, the Holders of Registrable
Securities requesting to be included in the registration must sell their
Registrable Securities to the underwriters selected by the Company or the
Initiating Holders, as the case may be, on the same terms and conditions as
apply to the Company or the Initiating Holders, as the case may be, with, in
the case of a combined primary and secondary offering, such differences,
including any with respect to indemnification and liability insurance, as may
be customary or appropriate in combined primary and secondary offerings.  If a registration requested pursuant to this
Section 3(a)(i) involves an underwritten public offering, any Holder requesting
to be included in such registration may elect, in writing prior to the
effective date of the registration statement filed in connection with such
registration, not to register all or any portion of such securities in
connection with such registration.


 


(ii)                                  Expenses.  The Company will pay all Registration
Expenses in connection


 


4

















 


with each registration of
Registrable Securities requested pursuant to this Section 3(a) in accordance
with Section 6(a).


 


(iii)                               Priority in
Piggyback Registrations.  If
a requested registration pursuant to this Section 3(a) involves an underwritten
offering and the managing underwriter advises the Company in writing that, in
its opinion, the number of securities requested to be included in such
registration (including securities of the Company which are not Registrable Securities)
exceeds the number that can be sold in such offering at a price acceptable to
the Company or is such as to adversely affect the success of the offering, the
Company will include in such registration (a) first, (1) if the Company
initiated the registration, the securities the Company proposes to sell and (2)
if an Initiating Holder initiated the registration, the securities that the
Initiating Holder proposes to sell, then the securities the Company proposes to
sell, if any, and (b) second, the number of Registrable Securities to be
included in such registration shall be allocated so that the number of
securities to be registered for each requesting Holder will equal the product
of (x) the total number of Registrable Securities held by such Holder and (y) a
fraction (I) the numerator of which is the number of Registrable Securities
which the managing underwriter advises can be sold at a price acceptable to the
Company and (II) the denominator of which is the total number of Registrable
Securities held by all requesting Holders (provided that any securities hereby
allocated to any such Holder that exceed such Holder’s request shall be
reallocated among the remaining requesting Holders in like manner).


 


(b)                                 Shelf Registration.


 


(i)                                     Filing of Shelf
Registration.  (A) The
Company shall use its commercially reasonable efforts to prepare and file a
“shelf” registration statement (the “Shelf Registration Statement”) on
any appropriate form pursuant to Rule 415 (or similar rule that may be adopted
by the SEC) under the Securities Act (a “Shelf Registration”) within 90
days following written demand therefor made by Holders of at least 25% of the
number of Registrable Securities (the date of such demand, the “Trigger Date”),
but in no event later than the date that is 120 days following the Trigger Date
(the “Filing Date”) to permit resales of all of the Transfer Restricted
Securities.  The Company agrees to use
its commercially reasonable efforts to cause such Shelf Registration to become
effective as soon as practicable after the filing thereof and in no event later
than 90 days after the Filing Date (the “Effective Date”), and
thereafter use its commercially reasonable efforts to keep it continuously
effective for the period that will terminate upon the earlier of the date on
which all the Transfer Restricted Securities covered by the Shelf Registration
have been sold pursuant to such Shelf Registration or are eligible for resale
without volume restrictions pursuant to Rule 144(k) under the Securities Act, provided
that upon the occurrence or existence of any pending corporate development or
any other event that, in the sole 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 Warrant Shares pursuant to the Shelf Registration
Statement until such Holder’s receipt of copies of a supplemented or amended
prospectus provided for in Section 5(b), 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


 


5

















 


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 Liquidated Damages pursuant to
Section 3(b)(ii), not exceed 45 days in any three-month period or
90 days in any 12-month period. 
The Company shall not be required to file more than one Shelf
Registration Statement, subject to the provisions set forth in Section 5
hereof.


 


(B) 
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 Registrable 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 Registrable 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 subject, however, to clause (A) of
this Section 3(b)(i).


 


(ii)                                  Liquidated
Damages.  If (A)  a Shelf Registration Statement has not
been declared effective by the SEC on or prior to the date that is 90 days from
the Filing Date or (B)  a Shelf
Registration Statement is filed and declared effective but shall thereafter
cease to be effective or fail to be usable for its intended purpose for more
than 45 days (including, without limitation, by reason of a stop order or
suspension) (other than during a Suspension Period permitted under  Section 3(b)(i)(A) or as permitted under
Section 3(b)(i)(B)) during the time period required for effectiveness in
Section 3(b)(i) above without being succeeded promptly by a post-effective
amendment that cures such failure and is promptly declared effective (it being


 


6

















 


understood that the Company
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 any Holders’
Information) (each such event referred to in clauses (A) and (B), a “Registration
Default”), the Company agrees to pay liquidated damages (“Liquidated Damages”)
to each Holder of Registrable Securities from and including the day following
the Registration Default to but excluding the day on which the Registration
Default has been cured: (1) during the first 90-day period during which a
Registration Default shall have occurred and be continuing, in an amount equal
to $0.05 per one thousand Warrant Shares for each week or portion thereof that
the Registration Default continues following the occurrence of such
Registration Default, (2) with respect to each subsequent 90-day period
thereafter during which a Registration Default shall have occurred and be
continuing, such amount shall increase by an additional $0.05 per one thousand
Warrant Shares held by such Holder for each week or portion thereof until all
Registration Defaults have been cured; provided that in no event shall the
aggregate Liquidated Damages pursuant to this clause exceed $0.192 per one
thousand Warrant Shares per week.  All
Liquidated Damages shall be calculated based on the actual number of days
elapsed and a 360 day year, and all accrued Liquidated Damages shall be paid by
wire transfer of immediately available funds or by federal funds check on each
Interest Payment Date, as defined in the Indenture.  Following the cure of all Registration Defaults relating to the
Registrable Securities, the accrual of Liquidated Damages will cease.  The Company shall not pay Liquidated Damages
for more than one Registration Default at any one time.  Except as provided in Section 7 hereof, no
Holder of Registrable Securities shall be entitled to any damages for a
Registration Default beyond the Liquidated Damages provided for herein.  All obligations of the Company set forth in
Section 3(b)(ii) that are outstanding with respect to any Registrable Security
at the time such security ceases to be a Registrable Security shall survive
until such time as all such obligations have been paid in full.


 


4.                                       Restrictions on Public Sale by
Holder of Registrable Securities


 


If the
Company shall register its securities or securities on behalf of an Initiating
Holder under the Securities Act for sale to the public in an underwritten
offering and the managing underwriter of such offering shall inform the Company
that the availability of the Registrable Securities for public sale pursuant to
the Shelf Registration Statement or Rule 144 under the Securities Act would
adversely interfere with the successful marketing or pricing of the securities
proposed to be registered by the Company on its behalf or on behalf of an
Initiating Holder, then, each Holder of Registrable Securities agrees, if
requested by the managing underwriters not to effect any public sale or
distribution of Warrant Shares or securities of the Company of the same class
as the securities included in the registration statement relating to the
Company’s or to the Initiating Holder’s securities, including a sale pursuant
to Rule 144 under the Securities Act (except as part of such underwritten
registration), for a period which shall begin not more than 15 days prior to, and
last not more than  90 days after, the
effective date of each underwritten offering made pursuant to the registration
statement relating to the Company’s or to the Initiating Holder’s securities,
to the extent timely notified by the Company or the managing underwriters.  Each Holder of Registrable Securities
agrees, if requested by the managing underwriters, to sign customary “lock-up”
letters with respect to such underwritten offering.


 


The
foregoing provisions of the preceding paragraph shall not apply to any Holder
of


 


7

















 


Registrable Securities if such Holder is  prevented by applicable
statute or regulation from entering any such agreement; provided, however,  that any such Holder shall undertake, in
its  request
to participate in  any such underwritten offering, not to effect any public sale
or distribution of any Registrable Securities held by such Holder and covered
by a Registration Statement commencing on the date of sale of the Registrable
Securities unless it has provided 90 days prior written notice of such sale or
distribution to the underwriter or underwriters.


 


5.                                       Registration Procedures


 


If and
whenever the Company is required to file a Registration Statement pursuant to
Section 3(b) hereof, the Company will use its commercially reasonable efforts
to effect such registration to permit the sale of such Registrable Securities
in accordance with the intended method or methods of distribution thereof, and
the Company will use its commercially reasonable efforts to, as expeditiously
as possible:


 


(a)                                  prepare and
file with the SEC, within the time period provided in Section 3, a Shelf
Registration Statement or Shelf Registration Statements relating to such
registration on any appropriate form under the Securities Act, which form shall
be available for the sale of the Registrable Securities in accordance with the
intended method or methods of distribution thereof and shall include all
financial statements (including, if applicable, financial statements of any
Person which shall have guaranteed any indebtedness of the Company) required by
the SEC to be filed therewith, cooperate and assist in any filings required to
be made with the NASD, and use its commercially reasonable efforts to cause
such Registration Statement to become effective within the time period provided
in Section 3; provided that before filing a Registration Statement or any
amendments or supplements thereto with respect to the Registrable Securities,
the Company will furnish to the Holders of the Registrable Securities covered
by such Registration Statement and the underwriters, if any, drafts of all such
documents proposed to be filed (without exhibits or schedules), which documents
will be subject to the review by such Holders and underwriters, and the Company
will not file any Registration Statement or any amendments or supplements
thereto to which the Holders of a majority of the Registrable Securities or
such managing underwriters, if any shall reasonably object within 4 business
days unless required by law in the reasonable judgment of the Company;


 


(b)                                 notify the
selling Holders of Registrable Securities and the managing underwriters, if
any, promptly, and (if requested by any such Person) confirm such advice in
writing, (1) when the Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to the Registration Statement or
any post-effective amendment, when the same has become effective, (2) of any
request by the SEC for amendments or supplements to the Registration Statement
or the Prospectus or for additional information, (3) of the issuance by the SEC
of any stop order which the Company has knowledge of suspending the
effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose, (4) if at any time the representations and warranties of the
Company contemplated by paragraph (n) below cease to be true and correct in any
material respect, (5) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Registrable Securities
for sale in any jurisdiction or the initiation or threatening of any proceeding
for such purpose and (6) of the Company’s becoming aware that the Prospectus
(including any document incorporated


 


8

















 


therein by reference), as then in effect, includes an untrue
statement of material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances under which such statement was made.


 


(c)                                  use its
commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of the Registration Statement at the earliest
possible moment;


 


(d)                                 if
reasonably requested by the managing underwriter or underwriters or the Holders
of a majority of the Registrable Securities being sold in connection with an
underwritten offering, the Company shall use its commercially reasonable
efforts to promptly incorporate in a Prospectus supplement or post-effective
amendment such information as the managing underwriter or underwriters or the
Holders of a majority of the Registrable Securities being sold agree should be
included therein relating to the plan of distribution with respect to such
Registrable Securities, including, without limitation, information with respect
to the amount of Registrable Securities being sold to such managing underwriter
or underwriters, the purchase price being paid therefor by such underwriters
and any other terms of the underwritten (or best efforts underwritten) offering
of the Registrable Securities to be sold in such offering; and make all
required filings of such Prospectus supplement or post-effective amendment as
soon as notified of the matters to be incorporated in such Prospectus
supplement or post-effective amendment;


 


(e)                                  furnish to
each selling Holder of Registrable Securities and each managing underwriter, if
any, without charge, if requested, at least one conformed copy of the
Registration Statement and any post-effective amendment thereto, including
financial statements and schedules, all documents incorporated therein by
reference and all exhibits (including those incorporated by reference);


 


(f)                                    deliver to
each selling Holder of Registrable Securities and the underwriters, if any,
without charge, if requested, as many copies of the Prospectus (including each
preliminary Prospectus) and any amendment or supplement thereto as such Persons
may reasonably request; the Company consents to the use (subject to the
limitations set forth in the last paragraph of this Section 5) of the
Prospectus or any amendment or supplement thereto by each of the selling
Holders of Registrable Securities and the underwriters, if any, in connection
with the offering and sale of the Registrable Securities covered by the
Prospectus or any amendment or supplement thereto;


 


(g)                                 prior to any
public offering of Registrable Securities, use its commercially reasonable
efforts to register or qualify or cooperate with the selling Holders of
Registrable Securities, the underwriters, if any, and their respective counsel
in connection with the registration or qualification of such Registrable
Securities for offer and  sale under the securities or blue sky laws
of such jurisdictions as any such seller or underwriter reasonably requests in
writing and do any and all other acts or things necessary or advisable to
enable the disposition in such jurisdictions of such Registrable Securities; provided  that the Company will not
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 taxation in any such jurisdiction where it is not then so
subject;


 


9

















 


(h)                                 cooperate
with the selling Holders of Registrable Securities and the managing
underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing such Registrable Securities to be sold and not
bearing any restrictive legends; and enable such Registrable Securities to be
in such denominations and registered in such names as such managing
underwriters may request at least two business days prior to any sale of such
Registrable Securities to the underwriters;


 


(i)                                     use its
commercially reasonable efforts to cause the Registrable Securities covered by
the applicable Registration Statement to be registered with or approved by such
other U.S. governmental agencies or U.S. authorities as may be required to
enable the seller or sellers thereof or the underwriters, if any, to consummate
the disposition of such Registrable Securities (subject to the proviso
contained in clause (g) above and other than the NASD registration which shall
be the responsibility of the lead underwriter);


 


(j)                                     upon the
occurrence of any event contemplated by paragraph (b)(6) above, prepare a
supplement or post-effective amendment to the related Registration Statement or
the related Prospectus or any document incorporated therein by reference or
file any other required document so that, as thereafter delivered to the
Holders of the Registrable Securities, the Prospectus will not contain an
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein not misleading in light of the circumstances
then existing;


 


(k)                                  use its
commercially reasonable efforts to cause all Registrable Securities covered by
a Registration Statement to be listed on each securities exchange on which
similar securities issued by the Company are then listed if such listing is
permitted under the rules of such exchange and if requested by the Holders of a
majority of such Registrable Securities or the managing underwriters, if any;


 


(l)                                     not later
than the effective date of the Registration Statement, provide a CUSIP number
for all Registrable Securities and provide the transfer agent with printed
certificates for the Registrable Securities which are in a form eligible for
deposit with The Depository Trust Company;


 


(m)                               to the
extent applicable, enter into such agreements (including an underwriting
agreement) and take all such other actions in connection therewith in order to
expedite or facilitate the disposition of such Registrable Securities if
requested by a majority of the Holders of the Registrable Securities, and in
such connection, whether or not an underwriting agreement is entered into and
whether or not the registration is an underwritten registration, (1) make such
representations and warranties (with reasonable exceptions) to the Holders of
such Registrable Securities and the underwriters, if any, in form, substance
and scope as are customarily made by issuers to underwriters in primary
underwritten offerings; (2) obtain opinions of counsel to the Company addressed
to the underwriters, if any, covering the matters customarily covered in
opinions requested in underwritten offerings and such other matters as may be
reasonably requested by the underwriters; (3) obtain “comfort” letters and
updates thereof from the Company’s independent certified public accountants
addressed to such underwriters, if any, and to the extent that such independent
certified public accounts agree, addressed to such Holders,


 


10

















 


such letters to be in customary form and covering matters of
the type customarily covered in “cold comfort” letters by underwriters in
connection with primary underwritten offerings, subject to receipt of
appropriate documentation as contemplated, and only if permitted, by Statement
of Auditing Standards No. 72; (4) if an underwriting agreement is entered into,
include indemnification provisions in such underwriters’ customary form; and
(5) the Company shall deliver such documents and certificates as may be
requested by the Holders of a majority of the Registrable Securities being sold
and the managing underwriters, if any, to evidence compliance with paragraph
(j) above and with any customary conditions contained in the underwriting
agreement or other agreement entered into by the Company.  The above shall be done at each closing
under such underwriting agreement or as and to the extent required
thereunder.  In the case of a
nonunderwritten offering, the Company shall deliver to the Selling Holders such
of the foregoing items as are customary in a secondary offering to be delivered
to selling securityholders;


 


(n)                                 upon
appropriate prior notice, make available at reasonable times during normal
business hours for inspection by any underwriter participating in any
underwriting pursuant to Section 3(b)(i), and any attorney or accountant
retained by such underwriters, if any, all financial and other records,
pertinent corporate documents and properties of the Company as may be
reasonably necessary to enable them to exercise their due diligence
responsibilities, and provide reasonable access to appropriate officers of the
Company in connection with such due diligence responsibilities; provided,
however, that the Holders and any such underwriter, attorney or
accountant shall agree to hold in confidence all information so provided except
as required by law in accordance with the procedures established by such Holder
for safe-keeping of confidential information; and


 


(o)                                 use its
commercially reasonable efforts to make appropriate officers of the Company
available at reasonable times during normal business hours to such Holders and
underwriters for meetings with prospective purchasers of the Registrable
Securities and prepare and present to potential investors customary “road show”
material in a manner consistent with other new issuances of other securities
similar to the Registrable Securities.


 


The
Company may require each seller of Registrable Securities as to which any
registration is being effected to furnish to the Company such information
regarding Holders and the distribution of such securities as the Company may
from time to time reasonably request in writing (the “Holders’ Information”).


 


Each
Holder of Registrable Securities agrees by acceptance of such Registrable
Securities that, upon receipt of any notice from the Company of the happening
of any event of the kind described in Section 5(b)(3), (5) or (6) hereof that,
in the reasonable judgment of the Company, it is advisable to suspend use of
the prospectus for a discrete period of time due to pending corporate
developments, public filings with the SEC or similar events, such Holder will
forthwith discontinue disposition of Registrable Securities until such Holder’s
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 5(j) hereof, or until it is advised in writing (the “Advice”) by
the Company that the use of such Prospectus may be resumed, and has received
copies of any additional or supplemental filings which are incorporated by
reference in such Prospectus, and, if so directed by the Company such Holder
will deliver to the Company


 


11

















 


(at the Company’s expense) all copies, other than permanent
file copies then in such Holder’s possession, of such Prospectus covering such
Registrable Securities current at the time of receipt of such notice.  The Company shall use its commercially
reasonable efforts to insure that the use of the prospectus may be resumed as
soon as practicable, and in any event shall not be entitled to require the
Holder to suspend use of any prospectus for more than an aggregate of sixty
(60) business days in any twelve-month period.


 


6.                                       Registration Expenses


 


(a)                                  All expenses
incident to the Company’s performance of or compliance with this Agreement,
including without limitation all (i) registration and filing fees, fees and
expenses associated with filings required to be made with the NASD, (ii) fees
and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel for the underwriters or selling
Holders in connection with blue sky qualifications of the Registrable
Securities and determination of their eligibility for investment under the laws
of such jurisdictions as the managing underwriters or Holders of a majority of
the Registrable Securities being sold may reasonably designate), (iii) printing
expenses (including expenses of printing certificates for the Registrable
Securities in a form eligible for deposit with The Depository Trust Company and
of printing prospectuses), messenger, telephone and delivery expenses, and (iv)
reasonable fees and disbursements of counsel for the Company and the Company’s
independent certified public accountants (including the expenses of any special
audit and “comfort” letters required by or incident to such performance) (all
such expenses being herein called “Registration Expenses”) will be borne
by the Company regardless whether the Registration Statement becomes effective;
provided, however, that Registration Expenses shall not include
(i) any transfer taxes relating to the sale or disposition of the Registrable
Securities and (ii) all agency fees and commissions and underwriting discounts
and commissions attributable to the sale of such Registrable Securities.  The Company, in any event, will pay the
Company’s own internal expenses (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting
duties), and the expense of any annual audit.


 


(b)                                 In
connection with the any Registration Statement hereunder, the Company will
reimburse the selling Holders of Registrable Securities being registered in
such registration for the reasonable legal fees and disbursements of one
counsel chosen by the selling Holders of a majority of such Registrable
Securities (which shall be reasonably acceptable to the Company).


 


7.                                       Indemnification


 


(a)                                  Indemnification by the Company.  The Company agrees to indemnify and hold
harmless, to the full extent permitted by law, each Holder of Registrable
Securities, their officers and directors and each Person who controls such
Holder (within the meaning of the Securities Act) (the “Holder Indemnified
Parties”) against all losses, claims, damages, liabilities and expenses
reasonably incurred by such party in connection with any actual or threatened
action arising out of or based upon any untrue or alleged untrue statement of a
material fact contained in any Registration Statement, Prospectus or preliminary
Prospectus or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein (in
the case of a Prospectus or a preliminary Prospectus, in light of the


 


12

















 


circumstances
under which such statement was made) not misleading, except insofar as the same
arises out of or are based upon any such untrue statement or omission made in
reliance on and in conformity with any information furnished in writing to the
Company by any underwriter or any Holder or any of their counsel or other
representatives expressly for use therein; provided,  that
the Company shall not be liable in any such case to the extent that any such
loss, claim, damage, liability or expense arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission in
the preliminary Prospectus or Prospectus, if such untrue statement or alleged
untrue statement or omission or alleged omission is corrected in the Prospectus
or an amendment or supplement to the Prospectus, as applicable, and the Holder
thereafter fails to deliver such Prospectus or Prospectus as so amended or
supplemented, as applicable, prior to or concurrently with the sale of the
Registrable Securities to the person asserting such loss, claim, damage,
liability or expense after the Company had furnished such Holder with a
sufficient number of copies of the same. 
The Company shall also indemnify underwriters participating in an
underwritten offering pursuant to Section 3(b)(i) and each Person who controls
such Persons (within the meaning of the Securities Act) to the same extent as
provided above with respect to the indemnification of the Holder Indemnified
Parties, if requested.


 


(b)                                 Indemnification
by Holder of Registrable Securities.  In connection with the  Registration of Registrable Securities, each
Holder of Registrable Securities will furnish to the Company in writing such
information and affidavits as the Company reasonably requests for use in
connection with any Registration Statement or Prospectus and agrees to,
severally and not jointly, indemnify and hold harmless, to the full extent
permitted by law, the Company, its directors, managers and officers and each Person
who controls the Company (within the meaning of the Securities Act), each
underwriter participating in an underwritten offering pursuant to Section
3(b)(i) and each person controlling such underwriter within the meaning of the
Securities Act (the “Registrant Indemnified Parties”) against any
losses, claims, damages, liabilities and expenses resulting from any untrue
statement of a material fact contained in any Registration Statement or
Prospectus or any omission of a material fact required to be stated in the
Registration Statement or Prospectus or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, to the extent, but only to the extent, that such untrue statement
or omission relates to a Holder and is made in reliance on and in conformity
with any information or affidavit furnished in writing by or on behalf of such
Holder to the Company specifically for inclusion in such Registration Statement
or Prospectus (or information withheld from such written information and
affidavits) or any grossly negligent or fraudulent action or inaction of such
Holder.  In no event shall the liability
of any selling Holder of Registrable Securities hereunder be greater in amount
than the dollar amount of the proceeds received by such Holder upon the sale of
the Registrable Securities giving rise to such indemnification obligation.  The Registrant Indemnified Parties shall be
entitled to receive indemnities from underwriters, selling brokers, dealer
managers and similar securities industry professionals participating in the
distribution of  Registrable Securities
to the same extent above with respect to information or affidavit furnished in
writing by or on behalf of such Persons as provided specifically for any
Prospectus or Registration Statement.


 


(c)                                  Conduct of Indemnification Proceedings.  Any Person entitled to indemnification
hereunder will (i) give prompt notice to the Company or Holder of Registrable
Securities, as the


 


13

















 


case may
be (in either case, as applicable, an “Indemnifying Party”), of any
claim with respect to which it seeks indemnification and (ii) permit such
Indemnifying Party to assume the defense of such claim with counsel reasonably
satisfactory to such Person; provided, however,  that
any Person entitled to indemnification hereunder shall have the right to employ
separate counsel and to participate in the defense of such claim, but the fees
and expenses of such counsel shall be at the expense of such Person unless (a)
the Indemnifying Party has agreed to pay such fees or expenses, (b) the
Indemnifying Party has failed to assume the defense of such claim or (c) in the
reasonable judgment of any such Person, based upon written advice of its counsel,
a conflict of interest may exist between such Person and the Indemnifying Party
with respect to such claims and the representation of both would be
inappropriate (in which case, if the Person notifies the Indemnifying Party in
writing that such Person elects to employ separate counsel at the expense of
the Indemnifying Party, the Indemnifying Party shall not have the right to
assume the defense of such claim on behalf of such Person).  If such defense is not assumed by the
Indemnifying Party, the Indemnifying Party will not be subject to any liability
for any settlement made without its consent (but such consent will not be
unreasonably withheld).  No Indemnifying
Party will be required to consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Person entitled to indemnification a
release from all liability in respect to such claim or litigation.  Any Indemnifying Party who is not entitled
to, or elects not to, assume the defense of a claim will not be obligated to
pay the reasonable fees and expenses of more than one counsel for all Persons
entitled to indemnification by such Indemnifying Party with respect to such
claim in any one jurisdiction, unless in the reasonable judgment of such Person
a conflict of interest may exist between such Person and any other Person
entitled to indemnification hereunder with respect to such claim and the
representation of both would be inappropriate, in which event the Indemnifying
Party shall be obligated to pay the reasonable fees and expenses of such
additional counsel or counsels, but only of one such additional counsel for
each group of similarly situated Persons in any one jurisdiction.


 


(d)                                 Contribution.  If for any reason the indemnification
provided for in the preceding paragraphs (a) and (b) is unavailable to a Person
entitled to indemnification or is insufficient to hold it harmless as
contemplated by the preceding paragraphs (a) and (b), then the Indemnifying
Party shall contribute to the amount paid or payable by such Person as a result
of such loss, claim, damage or liability in such proportion as is appropriate
to reflect not only the relative benefits received by such Person and the
Indemnifying Party, but also the relative fault of such Person and the
Indemnifying Party, as well as any other relevant equitable considerations, provided that no Holder of
Registrable Securities shall be required to contribute an amount greater than
the dollar amount of the proceeds received by such Holder of Registrable
Securities with respect to the sale of any securities.  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.                                       Rule 144.  The
Company agrees to use 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 SEC thereunder (or, if it is not
required to file such reports, it will, upon the request of any Holder of
Registrable Securities, make publicly available other information so long as
necessary to permit sales pursuant to Rule 144(k) under the Securities


 


14

















 


Act), and it will take such further reasonable action requested by a
Holder of Registrable Securities, all to the extent required from time to time
to enable such Holder to sell Registrable Securities without registration under
the Securities Act within the limitation of the exemptions provided by (a) Rule
144(k) under the Securities Act, as such Rule may be amended from time to time,
or (b) any similar rule or regulation hereafter adopted by the SEC.  Upon the request of any Holder of
Registrable Securities, the Company will deliver to such Holder a written
statement as to whether it has complied with such information and filing
requirements.


 


9.                                       Participation in Underwritten Offerings.  No Holder of Registrable Securities may
participate in any underwritten registration unless such Holder (a) agrees to
sell such Holder’s Transfer Restricted Securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all customary questionnaires,
powers of attorney, indemnities, underwriting agreements, lock-up letters and
other documents reasonably required under the terms of such underwriting
arrangements.


 


10.                                 Miscellaneous.


 


(a)                                  Remedies.  Each Holder of Registrable Securities, in
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, in connection with the breach by the
Company of its obligations to register the Registrable Securities will be
entitled to specific performance of its rights under this Agreement.  The Company agrees that monetary
damages  would not be adequate
compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.


 


(b)                                 No
Inconsistent Agreements. 
The Company will not on or after the date of this Agreement enter into
any agreement with respect to its securities which is inconsistent with the
rights granted to the Holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof.  The rights granted to the Holders of Registrable Securities
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the Holders of the Company’s securities under any other
agreements.


 


(c)                                  Amendments
and Waivers.  The
provisions of this Agreement, including the provisions of this sentence, may
not be amended, modified or supplemented, and waivers or consents to departures
from the provisions of this Agreement may not be given unless the Company has
obtained the written consent of Holders of a majority of the outstanding
Registrable Securities (excluding Registrable Securities held by the Company or
one of its affiliates).


 


(d)                                 Notices.  All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, facsimile or air courier guaranteeing overnight
delivery:


 


 


15

















 


 


(i)                                     if to the
Company, to:


 


Broadwing Inc.

201 East Fourth Street


Cincinnati,
OH  45202


(facsimile
no.:  (513) 397-4177)   

Attention:  Mark Peterson


 


with copies to:


 


Cravath, Swaine
& Moore

825 Eighth Avenue

New York, NY  10019

(facsimile no.:  (212) 474-3700)

Attention:  William V. Fogg, Esq.


 


(ii)                                  if to the
Purchasers, to:


 


GS Mezzanine
Partners II, L.P.

GS Mezzanine Partners II Offshore, L.P.

c/o Goldman, Sachs & Co.

85 Broad Street

New York, New York  10004

(facsimile no.:  (212) 902-3000)

Attention:  Kaca Enquist


 


with copies to:


 


Fried, Frank, Harris, Shriver & Jacobson

One New York Plaza

New York, New York  10004

(facsimile no.:  (212) 859-4000)

Attention:  F. William Reindel, Esq.


 


All such
notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five business days after being
deposited in the mail, postage prepaid if mailed; when answered back, if
delivered by facsimile; and on the next business day if timely delivered,
postage prepaid, to an air courier guaranteeing overnight delivery.


 


(e)                                  Successors
and Assigns.  This
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties hereto, including without limitation and without
the need for an express assignment, subsequent Holders of Registrable
Securities.


 


(f)                                    Counterparts.  This Agreement may be executed in any number
of counterparts 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


 


16

















 


agreement.


 


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


 


(h)                                 Legend.  Any certificate representing Warrants (or
any other securities exercisable for or convertible into or exchangeable for
Warrants) shall bear the following legend until such time as it is no longer
applicable:


 


“THE
WARRANTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A REGISTRATION RIGHTS
AGREEMENT BETWEEN BROADWING INC. (THE “COMPANY”), GS MEZZANINE PARTNERS II,
L.P. AND GS MEZZAINE PARTNERS II OFFSHORE, L.P., A COPY OF WHICH IS ON FILE
WITH THE SECRETARY OF THE COMPANY.  NO
TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF SUCH 
REGISTRATION RIGHTS AGREEMENT. 
THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES
TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.”


 


(i)                                     New York
Law; Submission to Jurisdiction; Waiver of Jury Trial.  This Agreement shall be construed in
accordance with and governed by the laws of the State of New York.  Each party hereto hereby submits to the
nonexclusive jurisdiction of the United States District Court for the Southern
District of New York and of any New York State Court sitting in New York City
for purposes of all legal proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby.  Each party hereto irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the
laying of the venue of any such proceeding brought in such a court and any
claim that any such proceeding brought in such a court has been brought in an
inconvenient forum.  Each party hereto
irrevocably waives any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated
hereby.


 


(j)                                     Severability.  In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of any such provision in any jurisdiction in  every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.


 


(k)                                  Entire
Agreement.  This
Agreement is intended by the parties as a final expression of their agreement
with respect to the subject matter contained herein and intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises, warranties
or undertakings, other than those set forth or referred to herein with respect
to the registration rights granted by the Company with respect to the
Registrable Securities.  This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.


 


17

















 


IN
WITNESS WHEREOF, the parties have executed this Equity Registration Rights
Agreement as of the date first written above.


 


	
   

  	
  BROADWING INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark W. Peterson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark W. Peterson

  
	
   

  	
   

  	
  Title:

  	
  Vice President &
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GS MEZZANINE PARTNERS
  II, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GS Mezzanine Advisors
  II, L.L.C.

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Katherine B.
  Enquist

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Katherine B. Enquist

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GS MEZZANINE PARTNERS
  II OFFSHORE, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GS Mezzanine Advisors
  II, L.L.C.

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Katherine B.
  Enquist

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Katherine B. Enquist

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


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