Exhibit
4.(c)(x)(2)


 


BROADWING
INC.

201 EAST FOURTH STREET


CINCINNATI, OHIO  45202


 


March 26, 2003


 


Goldman Sachs Direct
Investment Fund 2000, L.P.                        Dover
Capital Management 2 LLC


Goldman, Sachs & Co.                                                                                        c/o Falcon Investment Group


c/o Goldman, Sachs & Co.                                                                  1180 Ave of Americas 

85 Broad Street,                                                                                    Suite
1400


New York, New York 10004                                                                                New
York, NY 10036


 


TCW/Crescent Mezzanine Partners III, L.P.                                    C-Squared CDO Ltd.


TCW/Crescent
Mezzanine Trust III                                                  c/o TCW/Crescent Mezzanine LLC


TCW/Crescent Mezzanine Partners III
Netherlands, L.P.                             200 Park Avenue, 22nd Floor


c/o TCW/Crescent Mezzanine LLC                                                  New
York, New York 10166


200 Crescent Court, Suite 1600


Dallas, Texas  75201


 


Western and Southern Life Insurance Company                                           GS Mezzanine Partners II,
L.P.


c/o Fort Washington
Investment Advisers                                    GS
Mezzanine Partners II Offshore, L.P.


420 East 4th Street                                                                                               85
Broad Street


Cincinnati, Ohio  45202                                                                                       New
York, New York 10004


 


Re:  Amendments
to the Purchase Agreement


 


Gentlemen:


Reference is made to the Purchase Agreement (the “Purchase
Agreement”), dated as of December 9, 2002, among 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., an exempted limited partnership organized under the laws of the Cayman
Islands (“GS Offshore”), 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”),
regarding the purchase of Senior Subordinated Notes and warrants to purchase
common stock of the Company. 
Capitalized terms used herein but not defined herein have the meanings
ascribed thereto in the Purchase Agreement.


1.             The Purchase Agreement shall be
amended as follows:


 


1.1                                 The dollar figure “$495 million” in Section 6(l) of the
Purchase Agreement shall be replaced with “$507.5
million;”


 


1.2                                 Schedule 1 to the Purchase Agreement shall be
deleted in its entirety and replaced with Schedule
1 attached to this letter amendment;


 


1.3                                 Schedule 1(o) to the Purchase Agreement shall be
deleted in its entirety and replaced with Schedule
1(o) attached to this letter amendment and 


 

















 


 


1.4                                 Exhibit A to the Purchase Agreement shall be
deleted in its entirety and replaced with Exhibit
A attached to this letter amendment.


2.             In accordance with Section 2(d) of the Purchase
Agreement, the parties hereto agree that, for purposes of Treasury Regulation
Section 1.1273-2(h) and for all other federal, state, local and foreign tax
purposes, the aggregate fair market value and the aggregate purchase price
(after giving effect to the making by the Company of the Closing Payment
referred to in Section 3(c) of the Purchase Agreement) of the Notes is
$300,125,000 and the Warrants is $39,375,000.  The parties agree to report the sale and purchase of the Notes and
Warrants purchased pursuant to this Agreement for all federal, state, local and
foreign tax purposes in a manner consistent herewith and agree to take no
position inconsistent with the foregoing (unless otherwise required by a final
determination by the appropriate taxing authority).


Except as
specifically set forth herein, the provisions of the Purchase Agreement and the
Exhibits and Schedules attached thereto remain in full force and effect.  This letter amendment shall not constitute
an amendment or waiver of any provision of the Purchase Agreement and shall not
be construed as a waiver or consent to any further or future action on the part
of the Company, except to the extent expressly set forth herein.


 

















 


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


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  BROADWING INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark W. Peterson

  
	
   

  	
   

  	
  Name:

  	
  Mark W. Peterson

  
	
   

  	
   

  	
  Title:

  	
  Vice President &
  Treasurer

  



 


Agreed to and accepted
by:


 


GS MEZZANINE PARTNERS II,
L.P.


	
  By:

  	
  GS Mezzanine Advisors II, L.L.C.,

  
	
   

  	
  its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ 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

  



 


Agreed to and accepted by:


 


GOLDMAN SACHS DIRECT INVESTMENT
FUND 2000, L.P.


 


	
  By:

  	
  GS Employee Funds 2000 GP, L.L.C.,

  
	
   

  	
  its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Katherine B. Enquist

  	
   

  
	
   

  	
  Name:

  	
  Katherine B. Enquist

  
	
   

  	
  Title:

  	
  Vice
  President

  
				



 

















 


Agreed to and accepted by:


 


GOLDMAN, SACHS & Co.


 


 


 


 


	
  By:

  	
  /s/ Richard Katz

  	 

	
   

  	
  Name:

  	
  Richard Katz

  
	
   

  	
  Title:

  	
  Managing
  Director

  
				



 


Agreed
to and accepted by:


 


TCW/CRESCENT MEZZANINE
PARTNERS III, L.P.


TCW/CRESCENT MEZZANINE
TRUST III


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


 


 


	
  By:

  	
  TCW/Crescent Mezzanine
  Management III, L.L.C.,

  
	
   

  	
  its Investment Manager

  
	
   

  	
   

  
	
  By:

  	
  TCW Asset Management
  Company,

  
	
   

  	
  its Sub-Advisor

  
	
   

  	
   

  
	
  By:

  	
  /s/ Timothy P. Costello

  	
   

  
	
   

  	
  Name:

  	
  Timothy P. Costello

  
	
   

  	
  Title:

  	
  Managing Director

  
				



 


 












 








Agreed
to and accepted by:


 


C-SQUARED CDO LTD.


 


	
  By:

  	
  TCW Advisors, Inc.,

  
	
   

  	
  as its Portfolio
  Manager

  
	
   

  	
   

  
	
  By:

  	
  /s/ Timothy P. Costello

  	
   

  
	
   

  	
  Name:

  	
  Timothy P. Costello

  
	
   

  	
  Title:

  	
  Managing Director

  
				



 


Agreed to and accepted
by:


 


WESTERN AND SOUTHERN LIFE
INSURANCE COMPANY


 


 


	
  By:

  	
  /s/ W. F. Ledwin

  	
   

  
	
   

  	
  Name:

  	
  W. F. Ledwin

  
	
   

  	
  Title:

  	
  Sr. Vice President

  
				



 


Agreed to and accepted by:


 


DOVER CAPITAL MANAGEMENT 2 LLC


 


 


	
  By:

  	
  /s/ Richard Merage

  	
   

  
	
   

  	
  Name:

  	
  Richard Merage

  
	
   

  	
  Title:

  	
  Manager