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                                                             EXHIBIT (4)(c)(xii)

                                  $500,000,000

                              CINCINNATI BELL INC.

                          7 1/4% SENIOR NOTES DUE 2013

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                   July 11, 2003


Credit Suisse First Boston LLC
As Representative of the Several Purchasers,
   c/o Credit Suisse First Boston LLC
   Eleven Madison Avenue
   New York, New York 10010-3629

Dear Sirs:

     Cincinnati Bell Inc., an Ohio corporation (f/k/a Broadwing Inc.) (the
"Issuer"), proposes to issue and sell to the several purchasers (collectively,
the "Purchasers") named in Schedule A attached to the purchase agreement dated
as of July 2, 2003 (the "Purchase Agreement"), upon the terms set forth in the
Purchase Agreement, $500,000,000 aggregate principal amount of its 7 1/4% Senior
Notes due 2013 (the "Initial Securities") to be unconditionally guaranteed (the
"Guaranties") by the Company's subsidiaries listed on Schedule B attached to the
Purchase Agreement (the "Guarantors" and together with the Issuer, the
"Company"). The Initial Securities will be issued pursuant to an Indenture,
dated as of July 11, 2003, (the "Indenture") among the Issuer, the Guarantors
named therein and The Bank of New York (the "Trustee"). As an inducement to the
Purchasers, the Company agrees with the Purchasers, for the benefit of the
holders of the Initial Securities (including, without limitation, the
Purchasers), the Exchange Securities (as defined below) and the Private Exchange
Securities (as defined below) (collectively the "Holders"), as follows:

     1.   REGISTERED EXCHANGE OFFER. Unless not permitted by applicable law, the
Company shall, at its own cost, prepare and, use its reasonable efforts to, not
later than 150 days after (or if the 150th day is not a business day, the first
business day thereafter, such date being a "Exchange Filing Deadline") the date
of original issue of the Initial Securities (the "Issue Date"), file with the
Securities and Exchange Commission (the "Commission") a registration statement
(the "Exchange Offer Registration Statement") on an appropriate form under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to a
proposed offer (the "Registered Exchange Offer") to the Holders of Transfer
Restricted Securities (as defined in Section 6 hereof), who are not prohibited
by any law or policy of the Commission from participating in the Registered
Exchange Offer, to issue and deliver to such Holders, in exchange for the
Initial Securities, a like

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aggregate principal amount of debt securities (the "Exchange Securities") of the
Company issued under the Indenture and identical in all material respects to the
Initial Securities (except for the transfer restrictions relating to the Initial
Securities and the provisions relating to the matters described in Section 6
hereof) that would be registered under the Securities Act. The Company shall use
its reasonable efforts to cause such Exchange Offer Registration Statement to
become effective under the Securities Act within 210 days (or if the 210th day
is not a business day, the first business day thereafter, such date being an
"Exchange Effectiveness Deadline") after the Issue Date of the Initial
Securities and shall keep the Exchange Offer Registration Statement effective
for not less than 20 business days (or longer, if required by applicable law)
after the date notice of the Registered Exchange Offer is mailed to the Holders
(such period being called the "Exchange Offer Registration Period").

     If the Company effects the Registered Exchange Offer, the Company will be
entitled to close the Registered Exchange Offer 20 business days after the
commencement thereof provided that the Company has accepted all the Initial
Securities theretofore validly tendered in accordance with the terms of the
Registered Exchange Offer.

     Following the declaration of 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 of Transfer Restricted Securities electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such Holder's business and has no
arrangements with any person to participate in the distribution of the Exchange
Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) 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 securities
laws of the several states of the United States.

     The Company acknowledges that, pursuant to current interpretations by the
Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which 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
(an "Exchanging Dealer"), is required to deliver a prospectus containing the
information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in
the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer"
section, and (c) Annex C hereto in the "Plan of Distribution" section of such
prospectus in connection with a sale of any such Exchange Securities received by
such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an
Initial Purchaser that elects to sell Exchange Securities acquired in exchange
for Securities constituting any portion of an unsold allotment is required to
deliver a prospectus containing the information required by Items 507 or 508 of
Regulation S-K under the Securities Act, as applicable, in connection with such
sale.

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     The Company shall use its 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 lawfully delivered
by all persons subject to the prospectus delivery requirements of the Securities
Act for such period of time as such persons must comply with such requirements
in order to resell the Exchange Securities; PROVIDED, HOWEVER, that (i) in the
case where such prospectus and any amendment or supplement thereto must be
delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be
the lesser of 180 days and the date on which all Exchanging Dealers and the
Purchasers have sold all Exchange Securities held by them (unless such period is
extended pursuant to Section 3(j) below) 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 90 days after the consummation of the Registered
Exchange Offer.

     If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "Private Exchange") for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and identical in all material respects (including the
existence of restrictions on transfer under the Securities Act and the
securities laws of the several states of the United States, but excluding
provisions relating to the matters described in Section 6 hereof) to the Initial
Securities (the "Private Exchange Securities"). The Initial Securities, the
Exchange Securities and the Private Exchange Securities are herein collectively
called the "Securities".

     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)    keep the Registered Exchange Offer open for not less than 20
     business days (or longer, if required by applicable law) after the date
     notice thereof is mailed to the Holders;

          (c)    utilize the services of a depositary for the Registered
     Exchange Offer with an address in the Borough of Manhattan, The City of New
     York, which may be the Trustee or an affiliate of the Trustee;

          (d)    permit Holders to withdraw tendered Securities at any time
     prior to the close of business, New York time, on the last business day on
     which the Registered Exchange Offer shall remain open; and

          (e)    otherwise comply with all applicable laws.

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     As soon as practicable after the close of the Registered Exchange Offer or
the Private Exchange, as the case may be, the Company shall:

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

          (y)    deliver to the Trustee for cancellation all the Initial
     Securities so accepted for exchange; and

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

     The Indenture will provide that the Exchange Securities will not be subject
to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one class and that
none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

     Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if no interest has been
paid on the Initial Securities, from the date of original issue of the Initial
Securities.

     Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities received by such Holder
will be acquired in the ordinary course of business, (ii) such Holder will have
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," as defined in Rule
405 of the Securities Act, of the Company or if it is an affiliate, such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.

     Notwithstanding any other provisions hereof, the Company will use its
reasonable efforts to 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 thereunder, (ii) any Exchange Offer Registration
Statement and any amendment thereto does not, when it

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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 include an untrue statement of a material fact or omit to state 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.

     2.   SHELF REGISTRATION. If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within
240 days of the Issue Date (the "Consummation Deadline"), (iii) any Initial
Purchaser so requests with respect to the Initial Securities (or the Private
Exchange Securities) not eligible to be exchanged for Exchange Securities in the
Registered Exchange Offer and held by it following consummation of the
Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer)
is not eligible to participate in the Registered Exchange Offer and such Holder
notifies the Company within 90 days following consummation of the Registered
Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer)
that participates in the Registered Exchange Offer, such Holder does not receive
freely tradeable Exchange Securities on the date of the exchange and any such
Holder so requests within 90 days following consummation of the Registered
Exchange Offer, the Company shall take the following actions (the date on which
any of the conditions described in the foregoing clauses (i) through (iv) occur,
including in the case of clauses (iii) or (iv) the receipt of the required
notice, being a "Trigger Date"):

          (a)    The Company shall, at its cost, as promptly as practicable (but
     in no event more than 30 days after the Trigger Date, such date being a
     "Shelf Filing Deadline," each of the Exchange Filing Deadline and the Shelf
     Filing Deadline, a "Filing Deadline") file with the Commission and
     thereafter shall use its reasonable efforts to cause to be declared
     effective no later than 180 days after the Trigger Date (such 180th day
     being a "Shelf Effectiveness Deadline," each of the Exchange Effectiveness
     Deadline and the Shelf Effectiveness Deadline, an "Effectiveness Deadline")
     a registration statement (the "Shelf Registration Statement" and, together
     with the Exchange Offer Registration Statement, a "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 6 hereof)
     by the Holders thereof from time to time in accordance with the methods of
     distribution set forth in the Shelf Registration Statement and Rule 415
     under the Securities Act (hereinafter, the "Shelf Registration"); provided,
     however, that no Holder (other than an Initial Purchaser) shall be entitled
     to have the Securities held by it covered by such Shelf Registration
     Statement unless such Holder agrees in writing to be bound by all the
     provisions of this Agreement applicable to such Holder.

          (b)    The Company shall use its reasonable efforts to keep the Shelf
     Registration Statement continuously effective in order to permit the
     prospectus

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     included therein to be lawfully delivered by the Holders of the relevant
     Securities, for a period of two years (or for such longer period if
     extended pursuant to Section 3(j) below) from the date of its effectiveness
     or such shorter period that will terminate when all the Securities covered
     by the Shelf Registration Statement (i) have been sold pursuant thereto or
     (ii) are no longer restricted securities (as defined in Rule 144 under the
     Securities Act, or any successor rule thereof). The Company shall be deemed
     not to have used its reasonable efforts to keep the Shelf Registration
     Statement effective during the requisite period if it voluntarily takes any
     action that would result in Holders of Securities covered thereby not being
     able to offer and sell such Securities during that period, unless such
     action is required by applicable law.

          (c)    Notwithstanding any other provisions of this Agreement to the
     contrary, the Company shall cause the Shelf Registration Statement and the
     related prospectus and any amendment or supplement thereto, as of the
     effective date of the Shelf Registration Statement, amendment or
     supplement, (i) to comply in all material respects with the applicable
     requirements of the Securities Act and the rules and regulations of the
     Commission and (ii) not to contain any untrue statement of a material fact
     or omit to state a material fact required to be stated therein or necessary
     in order to make the statements therein, in light of the circumstances
     under which they were made, not misleading.

     3.   REGISTRATION PROCEDURES. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:

          (a)    The Company shall (i) furnish to each Initial 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, in the event that an Initial Purchaser
     (with respect to any portion of an unsold allotment from the original
     offering) is participating in the Registered Exchange Offer or the Shelf
     Registration Statement, the Company shall use its reasonable efforts to
     reflect in each such document, when so filed with the Commission, such
     comments as such Initial Purchaser reasonably may 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 delivered pursuant to the Registered Exchange Offer;
     (iii) if requested by an Initial Purchaser, include the information
     required by Items 507 or 508 of Regulation S-K under the Securities Act, as
     applicable, in the prospectus forming a part of the Exchange Offer
     Registration Statement; (iv) include within the prospectus contained in the
     Exchange Offer Registration Statement a section entitled "Plan of
     Distribution," reasonably acceptable to the Purchasers, which shall contain
     a summary statement of the positions taken or policies made by the staff of
     the

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     Commission with respect to the potential "underwriter" status of any
     broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under
     the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
     Exchange Securities received by such broker-dealer in the Registered
     Exchange Offer (a "Participating Broker-Dealer"), whether such positions or
     policies have been publicly disseminated by the staff of the Commission or
     such positions or policies, in the reasonable judgment of the Purchasers
     based upon advice of counsel (which may be in-house counsel), represent the
     prevailing views of the staff of the Commission; and (v) in the case of a
     Shelf Registration Statement, include the names of the Holders, who propose
     to sell Securities pursuant to the Shelf Registration Statement, as selling
     security holders.

          (b)    The Company shall give written notice to the Purchasers, the
     Holders of the Securities and any Participating Broker-Dealer from whom the
     Company has received prior written notice that it will be a Participating
     Broker-Dealer in the Registered Exchange Offer (which notice 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 the Registration Statement or any amendment
          thereto has been filed with the Commission and when the Registration
          Statement or any post-effective amendment thereto has become
          effective;

                 (ii)     of any request by the Commission for amendments or
          supplements to the 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 the Registration Statement or the
          initiation of any proceedings for that purpose;

                 (iv)     of the receipt by the Company or its legal counsel of
          any notification with respect to the suspension of the qualification
          of the 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
          Company to make changes in the Registration Statement or the
          prospectus in order that the Registration Statement or the prospectus
          do not contain an untrue statement of a material fact nor omit to
          state a material fact required to be stated therein or necessary to
          make the statements therein (in the case of the prospectus, in light
          of the circumstances under which they were made) not misleading.

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          (c)    The Company shall make every reasonable effort to obtain the
     withdrawal at the earliest possible time, of any order suspending the
     effectiveness of the Registration Statement.

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

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

          (f)    The Company shall, during the Shelf Registration Period,
     deliver to each Holder of Securities included within the coverage of the
     Shelf Registration, without charge, as many copies of the prospectus
     (including each preliminary prospectus) included in the Shelf Registration
     Statement and any amendment or supplement thereto as such person may
     reasonably request. The Company consents, subject to the provisions of this
     Agreement, to the use of the prospectus or any amendment or supplement
     thereto by each of the selling Holders of the Securities in connection with
     the offering and sale of the Securities covered by the prospectus, or any
     amendment or supplement thereto, included in the Shelf Registration
     Statement.

          (g)    The Company shall deliver to each Initial Purchaser, any
     Exchanging Dealer, any Participating Broker-Dealer and such other persons
     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 and any amendment or supplement
     thereto as such persons may reasonably request. The Company consents,
     subject to the provisions of this Agreement, to the use of the prospectus
     or any amendment or supplement thereto by any Initial Purchaser, if
     necessary, any Participating Broker-Dealer and such other persons required
     to deliver a prospectus following the Registered Exchange Offer in
     connection with the offering and sale of the Exchange Securities covered by
     the prospectus, or any amendment or supplement thereto, included in such
     Exchange Offer Registration Statement.

          (h)    Prior to any public offering of the Securities, pursuant to any
     Registration Statement, the Company shall register or qualify or cooperate
     with the Holders of the Securities included therein and their respective
     counsel in connection with the registration or qualification of the
     Securities for offer and sale under the securities or "blue sky" laws of
     such states of the United States as any Holder

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     of the Securities 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 covered by such Registration Statement;
     provided, however, that the Company shall not be required to (i) qualify
     generally to do business in any jurisdiction where it is not then so
     qualified or (ii) take any action which would subject it to general service
     of process or to taxation in any jurisdiction where it is not then so
     subject.

          (i)    The Company shall cooperate with the Holders of the Securities
     to facilitate the timely preparation and delivery of certificates
     representing the Securities to be sold pursuant to any Registration
     Statement free of any restrictive legends and in such denominations and
     registered in such names as the Holders may request a reasonable period of
     time prior to sales of the Securities pursuant to such Registration
     Statement.

          (j)    Upon the occurrence of any event contemplated by paragraphs
     (ii) through (v) of Section 3(b) above during the period for which the
     Company is required to maintain an effective Registration Statement, the
     Company shall promptly prepare and file a post-effective amendment to the
     Registration Statement or a supplement to the related prospectus and any
     other required document so that, as thereafter delivered to Holders of the
     Securities or purchasers of Securities, the prospectus will not contain an
     untrue statement of a material fact or omit to state any material fact
     required to be stated therein or necessary to make the statements therein,
     in light of the circumstances under which they were made, not misleading.
     If the Company notifies the Purchasers, the Holders of the Securities and
     any known Participating Broker-Dealer in accordance with paragraphs (ii)
     through (v) of Section 3(b) above to suspend the use of the prospectus
     until the requisite changes to the prospectus have been made, then the
     Purchasers, the Holders of the Securities and any such Participating
     Broker-Dealers shall suspend use of such prospectus, and the period of
     effectiveness of the Shelf Registration Statement provided for in Section
     2(b) above and the Exchange Offer Registration Statement provided for in
     Section 1 above shall each be extended by the number of days from and
     including the date of the giving of such notice to and including the date
     when the Purchasers, the Holders of the Securities and any known
     Participating Broker-Dealer shall have received such amended or
     supplemented prospectus pursuant to this Section 3(j).

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

          (l)    The Company will comply with all rules and regulations of the
     Commission to the extent and so long as they are applicable to the
     Registered Exchange

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     Offer or the Shelf Registration and will make generally available to its
     security holders (or otherwise provide in accordance with Section 11(a) of
     the Securities Act) an earnings statement satisfying the provisions of
     Section 11(a) of the Securities Act, no 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 Registration Statement, which statement shall
     cover such 12-month period.

          (m)    The Company shall cause the Indenture to be qualified under the
     Trust Indenture Act of 1939, as amended, in a timely manner and containing
     such changes, if any, as shall be necessary for such qualification. In the
     event that such qualification would require the appointment of a new
     trustee under the Indenture, the Company shall appoint a new trustee
     thereunder pursuant to the applicable provisions of the Indenture.

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

          (o)    The Company shall enter into such customary agreements
     (including, if requested, an underwriting agreement in customary form) and
     take all such other action, if any, as any Holder of the Securities shall
     reasonably request in order to facilitate the disposition of the Securities
     pursuant to any Shelf Registration.

          (p)    In the case of any Shelf Registration, the Company shall (i)
     make reasonably available for inspection by the Holders of the Securities,
     any underwriter participating in any disposition pursuant to the Shelf
     Registration Statement and any attorney, accountant or other agent retained
     by the Holders of the Securities or any such underwriter all relevant
     financial and other records, pertinent corporate documents and properties
     of the Company and (ii) cause the Company's officers, directors, employees,
     accountants and auditors to supply all relevant information reasonably
     requested by the Holders of the Securities or any such underwriter,
     attorney, accountant or agent in connection with the Shelf Registration
     Statement, in each case, as shall be reasonably necessary to enable such
     persons, to conduct a reasonable investigation within the meaning of
     Section 11 of the Securities Act; provided, however, (A) that the foregoing
     inspection and information gathering shall be coordinated on behalf of the
     Purchasers by you and on behalf of the other parties, by one counsel
     designated by and on behalf of such other parties as described in Section 4
     hereof and (B) the Company may require each Holder, underwriter, attorney,
     accountant or other agent to keep confidential any material non-public
     information relating to the Company received by such persons and to

                                      -10-
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     abstain from trading in violation of the applicable securities laws on the
     basis of such information.

          (q)    In the case of any Shelf Registration, the Company, if
     requested by any Holder of Securities covered thereby, shall cause (i) its
     counsel to deliver an opinion and updates thereof relating to the
     Securities in customary form addressed to such Holders and the managing
     underwriters, if any, thereof and dated, in the case of the initial
     opinion, the effective date of such Shelf Registration Statement (it being
     agreed that the matters to be covered by such opinion shall include,
     without limitation, the due incorporation and good standing of the Company
     and its subsidiaries; the qualification of the Company and its subsidiaries
     to transact business as foreign corporations; the due authorization,
     execution and delivery of the relevant agreement of the type referred to in
     Section 3(o) hereof; the due authorization, execution, authentication and
     issuance, and the validity and enforceability, of the applicable
     Securities; the absence of material legal or governmental proceedings
     involving the Company and its subsidiaries; the absence of governmental
     approvals required to be obtained in connection with the Shelf Registration
     Statement, the offering and sale of the applicable Securities, or any
     agreement of the type referred to in Section 3(o) hereof; the compliance as
     to form of such Shelf Registration Statement and any documents incorporated
     by reference therein and of the Indenture with the requirements of the
     Securities Act and the Trust Indenture Act, respectively; and, as of the
     date of the opinion and as of the effective date of the Shelf Registration
     Statement or most recent post-effective amendment thereto, as the case may
     be, the absence from such Shelf Registration Statement and the prospectus
     included therein, as then amended or supplemented, and from any documents
     incorporated by reference therein of an untrue statement of a material fact
     or the omission to state therein a material fact required to be stated
     therein or necessary to make the statements therein not misleading (in the
     case of any such documents, in the light of the circumstances existing at
     the time that such documents were filed with the Commission under the
     Exchange Act); (ii) its officers to execute and deliver all customary
     documents and certificates and updates thereof requested by any
     underwriters of the applicable Securities and (iii) its independent public
     accountants to provide to the selling Holders of the applicable Securities
     and any underwriter therefor a comfort letter in customary form and
     covering matters of the type customarily covered in comfort letters 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.

          (r)    In the case of the Registered Exchange Offer, if requested by
     any Initial Purchaser or any known Participating Broker-Dealer, the Company
     shall cause (i) its counsel to deliver to such Initial Purchaser or such
     Participating Broker-Dealer a signed opinion in the form set forth in
     Section 6(c)-(f) of the Purchase Agreement with such changes as are
     customary in connection with the preparation of a Registration Statement
     and (ii) its independent public accountants

                                      -11-
<Page>

     to deliver to such Initial Purchaser or such Participating Broker-Dealer a
     comfort letter, in customary form, meeting the requirements as to the
     substance thereof as set forth in Section 6(a) of the Purchase Agreement,
     with appropriate date changes.

          (s)    If a Registered Exchange Offer or a Private Exchange is to be
     consummated, upon delivery of the Initial Securities by Holders to the
     Company (or to such other Person as directed by the Company) in exchange
     for the Exchange Securities or the Private Exchange Securities, as the case
     may be, the Company shall mark, or caused to be marked, on the Initial
     Securities so exchanged that such Initial Securities are being canceled in
     exchange for the Exchange Securities or the Private Exchange Securities, as
     the case may be; in no event shall the Initial Securities be marked as paid
     or otherwise satisfied.

          (t)    The Company will use its reasonable efforts to (a) if the
     Initial Securities have been rated prior to the initial sale of such
     Initial Securities, confirm such ratings will apply to the Securities
     covered by a Registration Statement, or (b) if the Initial Securities were
     not previously rated, cause the Securities covered by a Registration
     Statement to be rated with the appropriate rating agencies, if so requested
     by Holders of a majority in aggregate principal amount of Securities
     covered by such Registration Statement, or by the managing underwriters, if
     any.

          (u)    In the event that any broker-dealer registered under the
     Exchange Act shall underwrite any Securities or participate as a member of
     an underwriting syndicate or selling group or "assist in the distribution"
     (within the meaning of the Conduct Rules (the "Rules") of the National
     Association of Securities Dealers, Inc. ("NASD")) thereof, whether as a
     Holder of such Securities or as an underwriter, a placement or sales agent
     or a broker or dealer in respect thereof, or otherwise, the Company will
     assist such broker-dealer in complying with the requirements of such Rules,
     including, without limitation, by (i) if such Rules, including Rule 2720,
     shall so require, engaging a "qualified independent underwriter" (as
     defined in Rule 2720) to participate in the preparation of the Registration
     Statement relating to such Securities, 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, (ii) indemnifying any such qualified independent underwriter to
     the extent of the indemnification of underwriters provided in Section 5
     hereof and (iii) 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.

          (v)    The Company shall use its reasonable efforts to take all other
     steps necessary to effect the registration of the Securities covered by a
     Registration Statement contemplated hereby.

                                      -12-
<Page>

     4.   REGISTRATION EXPENSES. The Company shall bear all fees and expenses
incurred in connection with the performance of its obligations under Sections 1
through 3 hereof (including the reasonable fees and expenses, if any, of Cahill
Gordon & Reindel LLP, counsel for the Purchasers, incurred in connection with
the Registered Exchange Offer), whether or not the Registered Exchange Offer or
a Shelf Registration is filed or becomes effective, and, in the event of a Shelf
Registration, shall bear or reimburse the Holders of the Securities covered
thereby for the reasonable fees and disbursements of one firm of counsel
designated by the Holders of a majority in principal amount of the Initial
Securities covered thereby to act as counsel for the Holders of the Initial
Securities in connection therewith.

     5.   INDEMNIFICATION. (a) The Company agrees to indemnify and hold harmless
each Holder of the Securities, any Participating Broker-Dealer and each person,
if any, who controls such Holder or such Participating Broker-Dealer within the
meaning of the Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are referred to
collectively as the "Indemnified Parties") from and against any losses, claims,
damages or liabilities, joint or several, or any actions in respect thereof
(including, but not limited to, any losses, claims, damages, liabilities or
actions relating to purchases and sales of the Securities) to which each
Indemnified Party may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus relating to a
Shelf Registration, or arise out of, or are based upon, the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse, as
incurred, the Indemnified Parties for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action in respect thereof; PROVIDED, HOWEVER, that
(i) the Company shall not be liable in any such case to the extent that such
loss, claim, damage or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration in reliance
upon and in conformity with written information pertaining to such Holder and
furnished to the Company by or on behalf of such Holder specifically for
inclusion therein and (ii) with respect to any untrue statement or omission or
alleged untrue statement or omission made in any preliminary prospectus relating
to a Shelf Registration Statement, the indemnity agreement contained in this
subsection (a) shall not inure to the benefit of any Holder or Participating
Broker-Dealer from whom the person asserting any such losses, claims, damages or
liabilities purchased the Securities concerned, to the extent that a prospectus
relating to such Securities was required to be delivered by such Holder or
Participating Broker-Dealer under the Securities Act in connection with such
purchase and any such loss, claim, damage or liability of such Holder or
Participating Broker-Dealer results from the fact that there was not sent or
given to such person, at or prior to the written confirmation of the sale of
such Securities to such person, a copy of the final prospectus

                                      -13-
<Page>

if the Company had previously furnished copies thereof to such Holder or
Participating Broker-Dealer; provided further, however, that this indemnity
agreement will be in addition to any liability which the Company may otherwise
have to such Indemnified Party. The Company shall also indemnify underwriters,
their officers and directors and each person who controls such underwriters
within the meaning of the Securities Act or the Exchange Act to the same extent
as provided above with respect to the indemnification of the Holders of the
Securities if requested by such Holders.

     (b)  Each Holder of the Securities, severally and not jointly, will
indemnify and hold harmless the Company and each person, if any, who controls
the Company within the meaning of the Securities Act or the Exchange Act from
and against any losses, claims, damages or liabilities or any actions in respect
thereof, to which the Company or any such controlling person may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, but in
each case only to the extent that the untrue statement or omission or alleged
untrue statement or omission was made in reliance upon and in conformity with
written information pertaining to such Holder and furnished to the Company by or
on behalf of such Holder specifically for inclusion therein; and, subject to the
limitation set forth immediately preceding this clause, shall reimburse, as
incurred, the Company for any legal or other expenses reasonably incurred by the
Company or any such controlling person in connection with investigating or
defending any loss, claim, damage, liability or action in respect thereof. This
indemnity agreement will be in addition to any liability which such Holder may
otherwise have to the Company or any of its controlling persons.

     (c)  Promptly after receipt by an indemnified party under this Section 5 of
notice of the commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is to
be made against the indemnifying party under this Section 5, notify the
indemnifying party of the commencement thereof; but the failure to notify the
indemnifying party shall not relieve the indemnifying party from any liability
that it may have under subsection (a) or (b) above except to the extent that it
has been materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided further that the failure to notify the
indemnifying party shall not relieve it from any liability that it may have to
an indemnified party otherwise than under subsection (a) or (b) above. In case
any such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the
indemnifying party

                                      -14-
<Page>

will not be liable to such indemnified party under this Section 5 for any legal
or other expenses, other than reasonable costs of investigation, subsequently
incurred by such indemnified party in connection with the defense thereof. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened action 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 (i)
includes an unconditional release of such indemnified party from all liability
on any claims that are the subject matter of such action, and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act by or on behalf of any indemnified party.

     (d)  If the indemnification provided for in this Section 5 is unavailable
or insufficient to hold harmless an indemnified party under subsections (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative benefits
received by the indemnifying party or parties on the one hand and the
indemnified party on the other from the exchange of the Securities, pursuant to
the Registered Exchange Offer, or (ii) if the allocation provided by the
foregoing clause (i) 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 indemnifying party or parties on
the one hand and the indemnified party on the other in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties 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 information supplied by the Company on the one hand or
such Holder or such other indemnified party, as the case may be, on the other,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid by
an indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding any other provision of this
Section 5(d), the Holders of the Securities shall not be required to contribute
any amount in excess of the amount by which the net proceeds received by such
Holders from the sale of the Securities pursuant to a Registration Statement
exceeds the amount of damages which such Holders have otherwise been required to
pay by reason of such 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. For purposes
of this paragraph (d), each person, if any, who controls such indemnified party
within the meaning of the Securities Act or the Exchange Act shall have the same
rights to contribution as such indemnified party

                                      -15-
<Page>

and each person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act shall have the same rights to contribution as
the Company.

     (e)  The agreements contained in this Section 5 shall survive the sale of
the Securities pursuant to a Registration Statement and shall remain in full
force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any indemnified party.

     6.   ADDITIONAL INTEREST UNDER CERTAIN CIRCUMSTANCES. (a) Additional
interest (the "Additional Interest") with respect to the Initial Securities
shall be assessed as follows if any of the following events occur (each such
event in clauses (i) through (iv) below a "Registration Default"):

          (i)    the Company has not filed any Registration Statement required
     by this Agreement with the Commission on or prior to the applicable Filing
     Deadline;

          (ii)   any Registration Statement required by this Agreement has not
     become effective on or prior to the applicable Effectiveness Deadline;

          (iii)  the Registered Exchange Offer has not been consummated on or
     prior to the Consummation Deadline; or

          (iv)   If after either the Exchange Offer Registration Statement or
     the Shelf Registration Statement is declared effective (A) such
     Registration Statement thereafter ceases to be effective; or (B) such
     Registration Statement or the related prospectus ceases to be usable
     (except as permitted in paragraph (b)) in connection with resales of
     Transfer Restricted Securities during the periods specified herein because
     either (1) any event occurs as a result of which the related prospectus
     forming part of such Registration Statement would include any untrue
     statement of a material fact or omit to state any material fact necessary
     to make the statements therein in the light of the circumstances under
     which they were made not misleading, or (2) it shall be necessary to amend
     such Registration Statement or supplement the related prospectus, to comply
     with the Securities Act or the Exchange Act or the respective rules
     thereunder.

Additional Interest shall accrue on the Initial Securities over and above the
interest set forth in the title of the Securities from and including the date on
which any such Registration Default shall occur to but excluding the date on
which all such Registration Defaults have been cured, at a rate of 0.25% per
annum for the first 90-day period immediately following the occurrence of a
Registration Default, which rate shall increase by an additional 0.25% per annum
with respect to each subsequent 90-day period until all Registration Defaults
have been cured, up to a maximum rate of 1.0% per annum.

     (b)  A Registration Default referred to in Section 6(a)(iv)(B) hereof shall
be deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement

                                      -16-
<Page>

or the related prospectus if (i) such Registration Default has occurred solely
as a result of (x) the filing of a post-effective amendment to such Shelf
Registration Statement to incorporate annual audited financial information with
respect to the Company where such post-effective amendment is not yet effective
and needs to be declared effective to permit Holders to use the related
prospectus or (y) other material events, with respect to the Company that would
need to be described in such Shelf Registration Statement or the related
prospectus and (ii) in the case of clause (y), the Company is proceeding
promptly and in good faith to amend or supplement such Shelf Registration
Statement and related prospectus to describe such events; provided, however,
that in any case if such Registration Default occurs for a continuous period in
excess of 30 days, Additional Interest shall be payable in accordance with the
above paragraph from the day such Registration Default occurs until such
Registration Default is cured.

     (c)  Any amounts of Additional Interest due pursuant to clause (i), (ii) or
(iii) of Section 6(a) above will be payable in cash on the regular interest
payment dates with respect to the Initial Securities. The amount of Additional
Interest will be determined by multiplying the applicable Additional Interest
rate by the principal amount of the Initial Securities, multiplied by a
fraction, the numerator of which is the number of days such Additional Interest
rate was applicable during such period (determined on the basis of a 360-day
year comprised of twelve 30-day months), and the denominator of which is 360.

     (d)  "Transfer Restricted Securities" means each Security until (i) the
date on which such Transfer Restricted Security has been exchanged by a person
other than a broker-dealer for a freely transferable Exchange Security in the
Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the
Registered Exchange Offer of a Initial Security for an Exchange Note, the date
on which such Exchange Note is sold to a purchaser who receives from such
broker-dealer on or prior to the date of such sale a copy of the prospectus
contained in the Exchange Offer Registration Statement, (iii) the date on which
such Initial Security has been effectively registered under the Securities Act
and disposed of in accordance with the Shelf Registration Statement or (iv) the
date on which such Initial Securities 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.

     7.   RULES 144 AND 144A. The Company shall use its reasonable efforts to
file the reports required to be filed by it under the Securities Act and the
Exchange Act in a timely manner and, if at any time the Company is not required
to file such reports, it will, upon the request of any Holder of Initial
Securities, make publicly available other information so long as necessary to
permit sales of their securities pursuant to Rules 144 and 144A. The Company
covenants that it will take such further action as any Holder of Initial
Securities may reasonably request, all to the extent required from time to time
to enable such Holder to sell Initial Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rules 144 and
144A (including the requirements of Rule 144A(d)(4)). The Company will provide a
copy of this Agreement to prospective purchasers of Initial Securities
identified to the Company by the Purchasers upon request. Upon the request of
any Holder of Initial Securities, the Company shall deliver to such Holder a
written statement as to whether it has complied with such requirements.

                                      -17-
<Page>

Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to
require the Company to register any of its securities pursuant to the Exchange
Act.

     8.   UNDERWRITTEN REGISTRATIONS. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering ("Managing Underwriters") will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering.

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

     9.   SUSPENSION.

     (a)  Notwithstanding any of the other provisions of this Agreement, but
subject to Section 9(b) hereof, the Company shall have the right on one or more
occasions to delay the filing, amendment or effectiveness of a Shelf
Registration Statement or, if the Shelf Registration Statement has become
effective, to suspend the effectiveness of such Registration Statement in the
event that the board of directors of the Company determines in its reasonable
good faith judgment that (i) the filing, declaration of effectiveness or
continued effectiveness of such Shelf Registration Statement at such time would
require the Company to disclose therein a proposed or consummated financing,
reorganization or recapitalization, or pending or consummated negotiations
relating to a merger, consolidation, acquisition or similar transaction or other
business transaction, or other material event, which disclosure in the
reasonable judgment of the Company, would adversely affect the Company or (ii)
pro forma and/or historical financial statements meeting the requirements of the
Securities Act as a result of any transaction described in clause (i) above are
not available at such time. Any delay or suspension period pursuant to this
Section 9(a) shall begin on the date specified in a written notice given by the
Company to the Holders and shall end on the date specified in a subsequent
written notice given by the Company to the Holders. If the Company shall
exercise its right to delay the filing, amendment or effectiveness of a Shelf
Registration Statement pursuant to this Section 9(a), the period within which
such Shelf Registration Statement must be declared effective or during which the
effectiveness of such Shelf Registration Statement must be maintained pursuant
to this Agreement shall be extended by the number of days of the delay or
suspension period.

     (b)  The Company may give a delay or suspension notice pursuant to Section
9(a) hereof at any time and from time to time; PROVIDED that the aggregate of
all delay and suspension periods shall not exceed 45 days in any three-month
period or 90 days in the aggregate in any 12-month period.

                                      -18-
<Page>

     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, except by the Company and the written
consent of the Holders of a majority in principal amount of the Securities
affected by such amendment, modification, supplement, waiver or consents.

     (b)  NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, first-class mail,
facsimile transmission, or air courier which guarantees overnight delivery:

          (1)    if to a Holder of the Securities, at the most current address
     given by such Holder to the Company.


          (2)    if to the Purchasers:

                       Credit Suisse First Boston LLC
                       Eleven Madison Avenue
                       New York, New York 10010-3629
                       Fax No.: (212) 325-8278
                       Attention: Transactions Advisory Group

     with a copy to:

                       Cahill Gordon & Reindel LLP
                       80 Pine Street
                       New York, New York 10005-1702
                       Fax No.: (212) 269-5420
                       Attention: Gary A. Brooks, Esq.

          (3)    if to the Company, at its address as follows:

                       Cincinnati Bell Inc.
                       201 East Fourth Street
                       Cincinnati, Ohio 55202
                       Attention: General Counsel

     with a copy to:

                       Cravath, Swaine & Moore LLP
                       Worldwide Plaza
                       825 Eighth Avenue
                       New York, New York 10019-7475

                                      -19-
<Page>

                       Fax. No.: (212) 474-3700
                       Attention: William V. Fogg, Esq.

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by recipient's facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.

     (c)  NO INCONSISTENT AGREEMENTS. The Company has not, as of the date
hereof, entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof.

     (d)  SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
Company and its successors and assigns.

     (e)  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 agreement.

     (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 WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

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

     (i)  SECURITIES HELD BY THE COMPANY. Whenever the consent or approval of
Holders of a specified percentage of principal amount of Securities is required
hereunder, Securities held by the Company or its affiliates (other than
subsequent Holders of Securities if such subsequent Holders are deemed to be
affiliates solely by reason of their holdings of such Securities) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.

     (j)  SUBMISSION TO JURISDICTION. By the execution and delivery of this
Agreement, the Company submits to the nonexclusive jurisdiction of the Federal
and state courts in the Borough of Manhattan in The City of New York in any suit
or proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby.

                                      -20-
<Page>

     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Issuer a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among
the several Purchasers, the Issuer and the Guarantors in accordance with its
terms.

                            [Signature Pages Follow]

                                      -21-
<Page>

                                 Very truly yours,

                                 CINCINNATI BELL INC.


                                 By:
                                        ----------------------------------------
                                        Name:  Mark Peterson
                                        Title: Vice President and Treasurer

                                      -22-
<Page>

                                 BRFS LLC
                                 BRHI INC.
                                 CINCINNATI BELL ANY DISTANCE
                                    INC.
                                 CINCINNATI BELL COMPLETE
                                    PROTECTION INC.
                                 CINCINNATI BELL PUBLIC
                                    COMMUNICATIONS INC.
                                 CINCINNATI BELL WIRELESS
                                    HOLDINGS LLC
                                 CINCINNATI BELL WIRELESS
                                    COMPANY
                                 CINCINNATI BELL
                                    TELECOMMUNICATIONS SERVICES
                                    INC.
                                 ZOOMTOWN.COM INC.,
                                    as Guarantors

                                 By: -------------------------------------------
                                     Name:  Mark Peterson
                                     Title: Treasurer

                                      -23-
<Page>

The foregoing Exchange and
  Registration Rights Agreement is
  hereby confirmed and accepted as
  of the date first above written.

CREDIT SUISSE FIRST BOSTON LLC
  Acting on behalf of themselves and as the
  Representative of the several Purchasers

By:  CREDIT SUISSE FIRST BOSTON LLC


By:
    -----------------------------------------
    Name:  Jeff C. Howe
    Title: Managing Director

                                      -24-
<Page>

                                                                         ANNEX A


     Each broker-dealer that receives Exchange Securities for its own account
pursuant to the 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 Initial Securities
where such Initial 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 Expiration Date (as defined herein), it
will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution."

<Page>

                                                                         ANNEX B

     Each broker-dealer that receives Exchange Securities for its own account in
exchange for Securities, where such Initial 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."

<Page>

                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

     Each broker-dealer that receives Exchange Securities for its own account
pursuant to the 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 Initial Securities where such Initial 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 Expiration Date, 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 [        ], 200[ ],
all dealers effecting transactions in the Exchange Securities may be required to
deliver a prospectus.(1)

     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 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 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 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 Expiration Date 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 Exchange Offer (including

----------
(1)  In addition, the legend required by Item 502(e) of Regulation S-K will
     appear on the back cover page of the Exchange Offer prospectus.

<Page>

the expenses of one counsel for the Holders of the Securities) other than
commissions or concessions of any brokers or dealers and will indemnify the
Holders of the Securities (including any broker-dealers) against certain
liabilities, including liabilities under the Securities Act.

                                       -2-
<Page>

                                                                         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 Initial 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.