EX-4(C)(VI)(4)



 





Exhibit 4(c)(vi)(4)








THIRD
SUPPLEMENTAL INDENTURE dated as of August 4,
2004 (this “Supplemental Indenture”), to the
INDENTURE dated as of March 26, 2003, as amended by
the First Supplemental Indenture dated as of October
30, 2003 and the Second Supplemental Indenture dated
as of March 12, 2004 (the “Indenture”), by and among
Cincinnati Bell Inc. (f/k/a Broadwing Inc.), an Ohio
corporation (the “Company”), the guarantors party
thereto and The Bank of New York, a New York banking
corporation, as trustee, which governs the terms of
the Company’s Senior Subordinated Discount Notes due
2009 (the “Notes”).



          WHEREAS the Company, Cincinnati Bell Wireless Holdings LLC, a
wholly-owned subsidiary of the Company (“CBW Holdings”), AT&T Wireless PCS,
LLC (“AT&T PCS”) and Cincinnati Bell Wireless LLC (“CBW”) are party to an
Operating Agreement dated as of December 31, 1998, as amended by Amendment No.
1 to Operating Agreement dated as of October 16, 2003 (the “Operating
Agreement”);



          WHEREAS Cingular Wireless Corporation (“Cingular Corporation”) and
Cingular Wireless LLC (“Cingular Wireless”) have entered into an Agreement and
Plan of Merger, dated February 17, 2004, by and among themselves, AT&T
Wireless Services, Inc. (“AT&T Wireless”) and certain other parties, as it may
be amended from time to time (the “Merger Agreement”), whereby Cingular
Corporation will acquire AT&T Wireless and AT&T PCS;



          WHEREAS the Company, CBW Holdings, CBW, AT&T PCS, AT&T Wireless,
Cingular Corporation and Cingular Wireless have entered into Amendment No.
2 to Operating Agreement dated as of August 4, 2004 (“Amendment No. 2 to
Operating Agreement”);



          WHEREAS, in connection with Amendment No. 2 to Operating Agreement,
the Company desires to amend certain provisions of the Indenture, as set
forth in Article I hereof;



          WHEREAS the Required Holders have consented to the amendments
effected by this Supplemental Indenture; and



          WHEREAS this Supplemental Indenture has been duly authorized by all
necessary corporate action on the part of the Company.



          NOW, THEREFORE, the Company and the Trustee agree as follows for the
equal and ratable benefit of the Holders of the Securities:



 









 









ARTICLE I




          SECTION 1.1. Amendment to Section 1.01. Section 1.01 is hereby
amended by adding the following definitions:




     “
“Amendment No. 2 to Operating Agreement” means Amendment No. 2
dated as of [ ], 2004, to the Operating Agreement of CBW dated as of
December 31, 1998, by and among the Company, CBW, Cincinnati Bell
Wireless Holdings LLC, a Delaware limited liability company, AT&T PCS,
AT&T Wireless Services, Inc., a Delaware corporation, Cingular Wireless
Corporation, a Delaware corporation and Cingular Wireless LLC, a
Delaware limited liability company.”




     “ “AT&T PCS” means AT&T Wireless PCS, LLC, a Delaware limited
liability company.”



          SECTION 1.2. Amendment to Section 5.02(a). Paragraph (a)(iv)(C) of
Section 5.02 is hereby amended by deleting the parenthetical beginning in the
third line of such subparagraph (C) in its entirety and inserting the
following in its place:




“(excluding Restricted Payments permitted by Section 5.02(b)(i)
through (v), inclusive, (viii), (ix) and (xi))”.



          SECTION 1.3. Amendment to Section 5.02(b). Paragraph (b) of Section 5.02
is hereby amended by deleting the word “and” at the end of clause (ix) and
the period at the end of clause (x), adding “; and” at the end of clause (x)
and adding the following clause at the end of such paragraph (b):




“(xi) the repurchase, redemption or call by the Company or any of its
Restricted Subsidiaries of the equity interests in CBW owned by AT&T PCS
or its affiliates pursuant to the terms of Amendment No. 2 to Operating
Agreement.”



          SECTION 1.4. Amendment to Section 5.04(b). Paragraph (b) of Section 5.04
is hereby amended by deleting the word “and” at the end of clause (xxii) and
the period at the end of clause (xxiii), adding “; and” at the end of clause
(xxiii) and adding the following clause at the end of such paragraph (b):




“(xxiv) the Incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness consisting of obligations represented by
Disqualified Capital Stock of CBW issued or deemed to have been issued
in connection with the execution of Amendment No. 2 to Operating
Agreement and the transactions related thereto and arising as a result
of the put option of AT&T PCS exercisable in accordance with the terms
of Amendment No. 2 to Operating Agreement.”



ARTICLE II




          SECTION 2.1. Interpretation. (a) Upon execution and delivery of this
Supplemental Indenture, the Indenture shall be modified and amended in
accordance with



2









 








this Supplemental Indenture, and all the terms and conditions of both shall be
read together as though they constitute one instrument, except that, in case
of conflict, the provisions of this Supplemental Indenture will control. The
Indenture, as modified and amended by this Supplemental Indenture, is hereby
ratified and confirmed in all respects and shall bind every Holder of Notes.
In case of conflict between the terms and conditions contained in the Notes
and those contained in the Indenture, as modified and amended by this
Supplemental Indenture, the provisions of the Indenture, as modified and
amended by this Supplemental Indenture, shall control.




          (b) Except as provided for in this Supplemental Indenture, the Indenture
shall remain in full force and effect. The consent of the Holders to this
Supplemental Indenture shall not constitute an amendment or waiver of any
provision of the Indenture or the other Transaction Documents except to the
extent expressly set forth herein, and shall not be construed as a waiver or
consent to any further or future action on the part of the Company or waiver of
any Default or Event of Default, except to the extent expressly set forth
herein.



          SECTION 2.2. Conflict with Trust Indenture Act. If any provision of this
Supplemental Indenture limits, qualifies or conflicts with any provision of
the TIA that is required under the TIA to be part of and govern any provision
of this Supplemental Indenture, the provision of the TIA shall control. If any
provision of this Supplemental Indenture modifies or excludes any provision of
the TIA that may be so modified or excluded, the provision of the TIA shall be
deemed to apply to the Indenture as so modified or to be excluded by this
Supplemental Indenture, as the case may be.



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



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



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



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



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



3









 









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



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



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



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



4









 









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



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	COMPANY:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	CINCINNATI BELL INC.,	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	by	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	

	

	 	 	 	 	 	 	 	Name:	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Title:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	GUARANTORS:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	CINCINNATI BELL PUBLIC COMMUNICATIONS INC.,	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	by	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	

	

	 	 	 	 	 	 	 	Name:	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Title:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	ZOOMTOWN.COM INC.,	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	by	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	

	

	 	 	 	 	 	 	 	Name:	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Title:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	CINCINNATI BELL ANY DISTANCE, INC.,	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	by	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	

	

	 	 	 	 	 	 	 	Name:	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Title:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	CINCINNATI BELL TELECOMMUNICATIONS SERVICES INC.,	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	by	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	

	

	 	 	 	 	 	 	 	Name:	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Title:	 	 	 	 	 	 







5









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	BRFS LLC (F/K/A BROADWING FINANCIAL LLC),	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	by	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	

	

	 	 	 	 	 	 	 	Name:	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Title:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	CINCINNATI BELL WIRELESS COMPANY,	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	by	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	

	

	 	 	 	 	 	 	 	Name:	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Title:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	CINCINNATI BELL WIRELESS HOLDINGS LLC,	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	by	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	

	

	 	 	 	 	 	 	 	Name:	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Title:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	BRHI INC. (F/K/A BROADWING HOLDINGS INC.),	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	by	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	

	

	 	 	 	 	 	 	 	Name:	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Title:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	CINCINNATI BELL COMPLETE PROTECTION INC.,	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	by	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	

	

	 	 	 	 	 	 	 	Name:	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Title:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Trustee,	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	by	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	

	

	 	 	 	 	 	 	 	Name:	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Title:	 	 	 	 	 	 








6









 








	 	 	 	 	 	 	 
	Accepted and agreed
as of the day and
year first above
written:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	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:	 	 
	 
	 	 	 	 	 	 
	 	 	GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P.
	 
	 	 	 	 	 	 
	

	 	By:
	 	GS Employee Funds 2000 G.P. L.L.C., its General Partner	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	
	 	 
	

	 	 	 	Name:	 	 
	

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	GOLDMAN SACHS & CO.
	 
	 	 	 	 	 	 
	

	 	By:
	 	
	 	 
	

	 	 	 	Name:	 	 
	

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	GS CAPITAL PARTNERS 2000, L.P.
	 
	 	 	 	 	 	 
	

	 	By:
	 	GS Advisors 2000, L.L.C., its General Partner	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	
	 	 
	

	 	 	 	Name:	 	 
	

	 	 	 	Title:	 	 







7









 








	 	 	 	 	 	 	 
	 	 	GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
	 
	 	 	 	 	 	 
	

	 	By:
	 	GS Advisors 2000, L.L.C., its General Partner	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	
	 	 
	

	 	 	 	Name:	 	 
	

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	GS CAPITAL PARTNERS
2000 GMBH & CO.

 BETEILIGUNGS KG
	 
	 	 	 	 	 	 
	

	 	By:
	 	Goldman Sachs Management GP GmbH, its General Partner	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	
	 	 
	

	 	 	 	Name:	 	 
	

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P.
	 
	 	 	 	 	 	 
	

	 	By:
	 	GS Employee Funds 2000 GP, L.L.C., its General Partner	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	
	 	 
	

	 	 	 	Name:	 	 
	

	 	 	 	Title:	 	 








8