<Page>


                                                              EXHIBIT (4)(c)(xi)

================================================================================

                              CINCINNATI BELL INC.
                                      AND
               THE GUARANTORS NAMED ON THE SIGNATURE PAGE HERETO
                          7 1/4% SENIOR NOTES DUE 2013

                               ------------------

                                   INDENTURE
                           Dated as of July 11, 2003

                               ------------------

                              THE BANK OF NEW YORK
                                    Trustee

                               ------------------

================================================================================

<Page>

                             CROSS-REFERENCE TABLE
<Table>
<Caption>

  TIA                                                                    Indenture
Section                                                                   Section
-------                                                                   -------
<S>                                                                        <C>
310 (a)(1) ................................................................ 8.10
    (a)(2) ................................................................ 8.10
    (a)(3) ................................................................ 8.12
    (a)(4) ................................................................ N.A.
    (b) ................................................................... 8.08; 8.10
    (c).................................................................... N.A.
311 (a).................................................................... 8.11
    (b) ................................................................... 8.11
    (c).................................................................... N.A.
312 (a).................................................................... 2.05
    (b) ................................................................... 12.03
    (c).................................................................... 12.03
313 (a).................................................................... 8.06
    (b)(1)................................................................. N.A.
    (b)(2)................................................................. 8.06
    (c).................................................................... 12.02
    (d) ................................................................... 8.06
314 (a).................................................................... 4.02; 12.02
    (b) ................................................................... N.A.
    (c)(1) ................................................................ 12.04
    (c)(2) ................................................................ 12.04
    (c)(3) ................................................................ N.A.
    (d) ................................................................... N.A.
    (e).................................................................... 12.05
    (f) ................................................................... 4.06
315 (a).................................................................... 8.01
    (b) ................................................................... 8.05; 12.02
    (c).................................................................... 8.01
    (d) ................................................................... 8.01
    (e).................................................................... 7.11
316 (a) (last sentence).................................................... 12.06
    (a)(1)(A).............................................................. 7.05
    (a)(1)(B) ............................................................. 7.04
    (a)(2) ................................................................ N.A.
    (b) ................................................................... 7.07
317 (a)(1) ................................................................ 7.08
    (a)(2) ................................................................ 7.09
    (b) ................................................................... 2.04
318 (a).................................................................... 12.01

</Table>

Note: This Cross-Reference Table shall not, for any purpose, be
deemed to be part of the Indenture.

<Page>

                               TABLE OF CONTENTS
<Table>
<Caption>

                                                                            Page
                                                                            ----
<S>                                                                         <C>
SECTION 1.01. Definitions..................................................... 1
SECTION 1.02. Incorporation by Reference of Trust Indenture Act ............. 22
SECTION 1.03. Rules of Construction ......................................... 22

                                   ARTICLE 2

                                   THE NOTES

SECTION 2.01. Form and Dating................................................ 23
SECTION 2.02. Execution and Authentication .................................. 23
SECTION 2.03. Registrar and Paying Agent .................................... 24
SECTION 2.04. Paying Agent to Hold Money in Trust............................ 24
SECTION 2.05. Holder Lists................................................... 25
SECTION 2.06. Transfer and Exchange ......................................... 25
SECTION 2.07. Replacement Notes.............................................. 26
SECTION 2.08. Outstanding Notes ............................................. 26
SECTION 2.09. Temporary Notes................................................ 26
SECTION 2.10. Cancellation................................................... 27
SECTION 2.11. Defaulted Interest ............................................ 27
SECTION 2.12. CUSIP Numbers ................................................. 27
SECTION 2.13. Designations .................................................. 27
SECTION 2.14. Issuance of Additional Notes .................................. 27

                                   ARTICLE 3

                                   REDEMPTION

SECTION 3.01. Notices to Trustee............................................. 28
SECTION 3.02. Selection of Notes To Be Redeemed ............................. 29
SECTION 3.03. Notice of Redemption........................................... 29
SECTION 3.04. Effect of Notice of Redemption ................................ 30
SECTION 3.05. Deposit of Redemption Price ................................... 30
SECTION 3.06. Notes Redeemed in Part......................................... 30

                                   ARTICLE 4

                             AFFIRMATIVE COVENANTS

SECTION 4.01. Payment of Notes............................................... 30
SECTION 4.02. Commission Reports............................................. 31

                                      -i-
<Page>


                                                                            Page
                                                                            ----

SECTION 4.03. Preservation of Corporate Existence ........................... 31
SECTION 4.04. [Intentionally Omitted] ....................................... 31
SECTION 4.05. [Intentionally Omitted] ....................................... 31
SECTION 4.06. Compliance Certificate ........................................ 31
SECTION 4.07. [Intentionally Omitted] ....................................... 31
SECTION 4.08. [Intentionally Omitted] ....................................... 31
SECTION 4.09. Offer to Purchase Upon Change of Control....................... 31
SECTION 4.10. Offer to Purchase by Application of Excess Proceeds ........... 33
SECTION 4.11. Corporate Separateness......................................... 34
SECTION 4.12. Further Assurances ............................................ 34
SECTION 4.13. Future Guarantors.............................................. 34

                                   ARTICLE 5

         NEGATIVE COVENANTS APPLICABLE TO COMPANY AND ITS SUBSIDIARIES

SECTION 5.01. Stay, Extension and Usury Laws................................. 34
SECTION 5.02. Restricted Payments............................................ 35
SECTION 5.03. Dividend and Other Payment Restrictions Affecting Subsidiaries. 37
SECTION 5.04. Incurrence of Indebtedness and Issuance of Preferred Stock..... 38
SECTION 5.05. Asset Dispositions ............................................ 42
SECTION 5.06. Transactions with Affiliates .................................. 43
SECTION 5.07. Limitation on Liens............................................ 44
SECTION 5.08. Limitation on Issuances and Sales of Capital Stock
              of Subsidiaries................................................ 45
SECTION 5.09. [Intentionally Omitted] ....................................... 45
SECTION 5.10. Conduct of Business ........................................... 45
SECTION 5.11. Restrictions on Dealings with BRCOM Group...................... 45
SECTION 5.12. Sale of Assets of the BRCOM Group.............................. 45
SECTION 5.13. 16% Notes Indenture and 16% Notes.............................. 45

                                   ARTICLE 6

                               SUCCESSOR COMPANY

SECTION 6.01. Merger, Consolidation, or Sales of Assets of the Company....... 46
SECTION 6.02. Successor Company Substituted.................................. 46

                                   ARTICLE 7

                      EVENTS OF DEFAULT; REMEDIES SECTION

SECTION 7.01. Events of Default ............................................. 47
SECTION 7.02. Acceleration .................................................. 48

                                      -ii-
<Page>

                                                                            Page
                                                                            ----
SECTION 7.03. Other Remedies ................................................ 49
SECTION 7.04. Waiver of Past Defaults ....................................... 49
SECTION 7.05. Control by Majority ........................................... 49
SECTION 7.06. Limitation on Suits ........................................... 49
SECTION 7.07. Rights of Holders to Receive Payment........................... 50
SECTION 7.08. Collection Suit by Trustee..................................... 50
SECTION 7.09. Trustee May File Proofs of Claim............................... 50
SECTION 7.10. Priorities .................................................... 50
SECTION 7.11. Undertaking for Costs.......................................... 51

                                   ARTICLE 8

                                    TRUSTEE

SECTION 8.01. Duties of Trustee ............................................. 51
SECTION 8.02. Rights of Trustee ............................................. 52
SECTION 8.03. Individual Rights of Trustee................................... 53
SECTION 8.04. Trustee's Disclaimer........................................... 53
SECTION 8.05. Notice of Defaults............................................. 53
SECTION 8.06. Reports by Trustee to Holders.................................. 54
SECTION 8.07. Compensation and Indemnity..................................... 54
SECTION 8.08. Replacement of Trustee ........................................ 55
SECTION 8.09. Successor Trustee by Merger ................................... 56
SECTION 8.10. Eligibility; Disqualification.................................. 56
SECTION 8.11. Preferential Collection of Claims Against the Company.......... 56
SECTION 8.12. Appointment of Co-Trustee ..................................... 56

                                   ARTICLE 9

                   DISCHARGE OF INDENTURE; DEFEASANCE SECTION

SECTION 9.01. Discharge of Liability on Notes; Defeasance.................... 57
SECTION 9.02. Conditions to Defeasance....................................... 58
SECTION 9.03. Application of Trust Money..................................... 59
SECTION 9.04. Repayment to the Company....................................... 60
SECTION 9.05. Indemnity for Government Obligations........................... 60
SECTION 9.06. Reinstatement ................................................. 60

                                   ARTICLE 10

                                   Guarantees

SECTION 10.01. Guarantees.................................................... 60

                                     -iii-

<Page>

                                                                            Page
                                                                            ----

SECTION 10.02. Limitation on Liability....................................... 62
SECTION 10.03. Successors and Assigns........................................ 63
SECTION 10.04. Execution of Supplemental Guarantee for Future Guarantors..... 63
SECTION 10.05. Non-Impairment ............................................... 63
SECTION 10.06. Endorsement of Guarantees .................................... 63

                                   ARTICLE 11

                                   AMENDMENTS

SECTION 11.01. Without Consent of Holders.................................... 64
SECTION 11.02. With Consent of Holders....................................... 64
SECTION 11.03. Compliance with Trust Indenture Act .......................... 65
SECTION 11.04. Revocation and Effect of Consents and Waivers ................ 65
SECTION 11.05. Notation on or Exchange of Notes ............................. 66
SECTION 11.06. Trustee to Sign Amendments ................................... 66

                                   ARTICLE 12

                                 MISCELLANEOUS

SECTION 12.01. Trust Indenture Act Controls.................................. 66
SECTION 12.02. Notices ...................................................... 67
SECTION 12.03. Communication by Holders with Other Holders................... 67
SECTION 12.04. Certificate and Opinion as to Conditions Precedent............ 68
SECTION 12.05. Statements Required in Certificate or Opinion ................ 68
SECTION 12.06. When Notes Disregarded ....................................... 68
SECTION 12.07. Rules by Trustee, Paying Agent and Registrar ................. 68
SECTION 12.08. Legal Holidays ............................................... 68
SECTION 12.09. GOVERNING LAW................................................. 69
SECTION 12.10. No Recourse Against Others.................................... 69
SECTION 12.11. Successors ................................................... 69
SECTION 12.12. Multiple Originals; Counterparts.............................. 69
SECTION 12.13. Table of Contents; Headings................................... 69
SECTION 12.14. Incorporation ................................................ 69
SECTION 12.15. Intent to Limit Interest to Maximum........................... 69

SIGNATURES...................................................................S-1

RULE 144A/REGULATION S APPENDIX........................................... APP-1

                                      -iv-

<Page>

                                                                            Page
                                                                            ----
EXHIBITS
--------
Exhibit A. Form of Initial Note..............................................A-1
Exhibit B. Form of Exchange Note or Private Exchange Note ...................B-1
Exhibit C. Form of Supplemental Guarantee....................................C-1
Exhibit D. Form of Notation of Guarantee ....................................D-1

</Table>

                                      -v-

<Page>

        INDENTURE (this "Indenture") dated as of July 11, 2003, by and among
        CINCINNATI BELL INC., an Ohio corporation (f/k/a Broadwing Inc.) (the
        "Company"), the Guarantors (as hereinafter defined) listed on the
        signature pages hereof as Guarantors; and The Bank of New York, a New
        York banking corporation, as trustee (the "Trustee").

        Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Company's Initial Notes,
Exchange Notes and Private Exchange Notes.

DEFINITIONS AND ACCOUNTING TERMS

        SECTION 1.01. DEFINITIONS. As used herein, the following terms shall
have the meanings specified herein unless the context otherwise requires:
"Accredited Investor" means any Person that is an "accredited investor" within
the meaning of Rule 501(a) under the Securities Act.

        "ACQUIRED INDEBTEDNESS" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Restricted Subsidiary of such specified Person,
including, without limitation, Indebtedness Incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Restricted Subsidiary of such specified Person, and (ii) Indebtedness secured by
a Lien encumbering any asset acquired by such specified Person at the time such
asset is acquired by such specified Person.

        "ADDITIONAL INTEREST" has the meaning given in the Registration Rights
Agreement.

        "ADDITIONAL NOTES" means, subject to compliance with Sections 2.02 and
5.04 hereof, an unlimited principal amount of 7 1/4% Senior Notes due 2013
issued from time to time after the Closing Date under the terms of this
Indenture (other than pursuant to Section 2.06, 2.07, 2.09 or 3.06 of this
Indenture and other than Exchange or Private Exchange Notes, issued pursuant to
a Registered Exchange Offer for other Notes outstanding under this Indenture).

        "AFFILIATE" means, with respect to any specified Person, any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For purposes of this
definition, "control" (including, with correlative meanings, the terms
"controlling," "controlled by" and "under common control with"), as used with
respect to any specified Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; PROVIDED, HOWEVER, that, for purposes of Section 5.06
only, in the case of the Company or any of its Subsidiaries, beneficial
ownership of 10% or more of the Voting Stock in the Company or such Subsidiary,
as the case may be, shall be deemed to be control; provided, further, that for
purposes of Section 5.06, AT&T Wireless Services shall not be deemed to control
CBW or its Subsidiaries solely by virtue of its ownership of more than 10% of
the Voting Stock of CBW unless and until such time as AT&T Wire-

                                      -1-
<Page>

less Services shall own more than 110% of the percentage of Voting Stock of CBW
that it owns as of the Closing Date. Notwithstanding the foregoing, in no event
will any Holder, any lender under the Credit Agreement, any holder of
Convertible Subordinated Notes, any holder of Senior Notes or any holder of the
16% Notes or any of their respective Affiliates be deemed to be an Affiliate of
the Company or any of its Subsidiaries solely by virtue of purchasing or holding
any such securities or being such a lender.

        "AFFILIATE TRANSACTION" is defined in Section 5.06.

        "APPENDIX" is defined in Section 2.01.

        "APPLICABLE LAW" means all laws, statutes, rules, regulations and orders
of, and legally binding interpretations by, any Governmental Authority and
judgments, decrees, injunctions, writs, permits, orders or like governmental
action of any Governmental Authority applicable to the Company or any of its
Subsidiaries or any of their properties, assets or operations, excluding
Environmental Laws.

        "ASSET DISPOSITION" means the disposition by the Company or any
Restricted Subsidiary of the Company whether by sale, issuance, lease (as lessor
(other than under operating leases)), transfer, loss, damage, destruction,
condemnation or other transaction (including any merger or consolidation) or
series of related transactions of any of the following: (a) any of the Capital
Stock of any of the Company's Restricted Subsidiaries, (b) all or substantially
all of the assets of the Company or any of its Restricted Subsidiaries (it being
understood and agreed that the disposition of the BRCOM Group or any assets of
the BRCOM Group does not constitute a disposition of all or substantially all of
the assets of the Company or any of its Restricted Subsidiaries) or (c) any
other assets of the Company or any of its Restricted Subsidiaries.
Notwithstanding the foregoing, "Asset Dispositions" shall be deemed not to
include (i) a transfer of assets by the Company to a Restricted Subsidiary of
the Company, or by a Restricted Subsidiary of the Company to the Company or to
another Restricted Subsidiary of the Company, (ii) an issuance of Capital Stock
by a Subsidiary of the Company to the Company or to a Restricted Subsidiary of
the Company, (iii) a Restricted Payment that is permitted by the provisions of
Section 5.02, (iv) a Permitted Investment, (v) any conversion of Cash
Equivalents into cash or any other form of Cash Equivalents, (vi) any
foreclosure on assets, (vii) sales or dispositions of past due accounts
receivable or notes receivable in the Ordinary Course of Business, (viii)
transactions permitted under Article 6 hereof, (ix) grants of credits and
allowances in the Ordinary Course of Business, (x) operating leases or the
sublease of real or personal property or licenses of intellectual property, in
each case, on commercially reasonable terms entered into in the Ordinary Course
of Business, (xi) trade-ins or exchanges of equipment or other fixed assets,
(xii) the sale and leaseback of any assets within 180 days of the acquisition
thereof, (xiii) sales of damaged, worn-out or obsolete equipment or assets that,
in the Company's reasonable judgment, are no longer either used or useful in the
business of the Company or its Subsidiaries, (xiv) dispositions of inventory in
the Ordinary Course of Business; (xv) the disposition of cash or investment
securities in the ordinary course of management of the investment portfolio of
the Company and its applicable Subsidiaries; (xvi) sales of assets with a fair
market value of less than $500,000; or (xvii) sales of other assets with a fair
market value not to exceed $5,000,000 in the aggregate in any fiscal year.

                                      -2-
<Page>

        "ASSET SALE OFFER" is defined in Section 4.10(a).

        "ATTRIBUTABLE DEBT" in respect of a Sale and Leaseback Transaction
means, at the time of determination, the present value (discounted at the
implicit rate of interest borne by the Notes including any pay-in-kind interest
and amortization discount) determined in accordance with GAAP of the obligation
of the lessee for net rental payments during the remaining term of the lease
included in such Sale and Leaseback Transaction (including any period for which
such lease has been extended or may, at the option of the lessor, be extended).

        "BANKRUPTCY LAW" means Title 11 of the United States Code or any similar
federal or state bankruptcy, insolvency, reorganization or other law for the
relief of debtors.

        "BCSI" means BCSI Inc. (f/k/a Broadwing Communications Services Inc.), a
Subsidiary of BRCOM.

        "BOARD" or "BOARD OF DIRECTORS" means, as to any Person, the board of
directors, the board of advisors or similar governing body of such Person.

        "BRCOM" means BRCOM Inc. (f/k/a Broadwing Communications Inc.), a
Delaware corporation.

        "BRCOM Group" means BRCOM and its Subsidiaries (other than Cincinnati
Bell Any Distance Inc.).

        "BUSINESS DAY" means any day which is not Legal Holiday.

        "CAPITAL EXPENDITURES" means, for any period and with respect to any
Person, the aggregate of all expenditures by such Person and its Subsidiaries
for the acquisition or leasing of fixed or capital assets or additions to fixed
or capital assets (including replacements, capitalized repairs and improvements
during such period) which should be capitalized under GAAP on a consolidated
balance sheet of such Person and its Subsidiaries.

        "CAPITALIZED LEASE OBLIGATION" means, at the time any determination
thereof is to be made, an obligation that is required to be classified and
accounted for as a capitalized lease for financial reporting purposes in
accordance with GAAP, and the amount of Indebtedness represented by such
obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease.

        "CAPITAL STOCK" of any Person means any and all shares, interests,
warrants, options, participations or other equivalents of or interests in
(however designated) equity of such Person, including any Preferred Stock, but
excluding any debt securities including those convertible into such equity.

        "CASH EQUIVALENTS" means (i) marketable direct obligations issued or
unconditionally guaranteed by the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition thereof; (ii)
commercial paper maturing no more than one year from the date

                                       -3-
<Page>

of acquisition and issued by a corporation organized under the laws of the
United States that has a rating of at least A-1 from S&P or at least P-1 from
Moody's; (iii) time deposits maturing no more than thirty (30) days from the
date of creation, certificates of deposit, money market deposits or bankers'
acceptances maturing within one year from the date of acquisition thereof issued
by, or overnight reverse repurchase agreements from, any commercial bank
organized under the laws of the United States of America or any state thereof or
the District of Columbia having combined capital, surplus and undivided profits
of not less than $250,000,000; (iv) repurchase obligations with a term of not
more than 30 days for underlying securities of the types described in clause (i)
above entered into with a bank meeting the qualifications described in clause
(iii) above; (v) deposits or investments in mutual or similar funds offered or
sponsored by brokerage or other companies having membership in the Securities
Investor Protection Corporation and having combined capital and surplus of not
less than $250,000,000; and (vi) other money market accounts or mutual funds
which invest primarily in the securities described above.

        "CBT" means Cincinnati Bell Telephone Company, an Ohio corporation.

        "CBW" means Cincinnati Bell Wireless LLC, an Ohio limited liability
company.

        "CBW Co." means Cincinnati Bell Wireless Company, an Ohio corporation.

        "CENTRALIZED CASH MANAGEMENT SYSTEM" means the cash management system
referred to in Section 5.02(f)(ix) of the Credit Agreement as in effect on the
date hereof and described in Schedule 5.01(r) thereof.

        "CHANGE OF CONTROL" means the occurrence of any of the following: (a)
the sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or more related transactions, of all or
substantially all of the properties and assets of the Company and its
Subsidiaries, taken as a whole, to any Person unless: (x) pursuant to such
transaction such assets are changed into or exchanged for, in addition to any
other consideration, securities of such Person that represent immediately after
such transaction at least a majority of the aggregate voting power of the Voting
Stock of such Person and (y) no "person" (as such term is used in Section
13(d)(3) of the Exchange Act) or "group" (within the meaning of Rules 13d-3 and
13d-5 under the Exchange Act) is the beneficial owner (as defined in Rules 13d-3
and 13d-5 under the Exchange Act, except that such person or group shall be
deemed to have "beneficial ownership" of all shares that any such person or
group has the right to acquire, whether such right is exercisable immediately or
only after the passage of time), directly or indirectly, of more than 35% of the
total voting power of the Voting Stock of such Person; (b) the adoption of a
plan relating to the liquidation or dissolution of the Company; (c) any "person"
(as such term is used in Section 13(d)(3) of the Exchange Act) or "group"
(within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) is or
becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that such person or group shall be deemed to have
"beneficial ownership" of all shares that any such person or group has the right
to acquire, whether such right is exercisable immediately or only after the
passage of time), directly or indirectly, of more than 35% of the total voting
power of the Voting Stock of the Company; (d) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board of Directors of the Company (together with any new directors whose
election by such Board of Directors of the Company or whose nomination for
election by the shareholders of

                                      -4-
<Page>

the Company was approved by a majority vote of the directors of the Company then
still in office who were either directors at the beginning of such period or
whose election or nomination for election was previously so approved) cease for
any reason to constitute a majority of the Board of Directors of the Company
then in office; (e) the merger or consolidation of the Company with or into
another Person or the merger of another Person with or into the Company and the
securities of the Company that are outstanding immediately prior to such
transaction and that represent 100% of the aggregate voting power of the Voting
Stock of the Company are changed into or exchanged for cash, securities or
property, unless: (x) pursuant to such transaction such securities are changed
into or exchanged for, in addition to any other consideration, securities of the
surviving Person or transferee that represent immediately after such
transaction, at least a majority of the aggregate voting power of the Voting
Stock of the surviving Person or transferee and (y) no "person" (as such term is
used in Section 13(d)(3) of the Exchange Act) or "group" (within the meaning of
Rules 13d-3 and 13d-5 under the Exchange Act) is the beneficial owner (as
defined in Rules 13d- 3 and 13d-5 under the Exchange Act, except that such
person or group shall be deemed to have "beneficial ownership" of all shares
that any such person or group has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 35% of the total voting power of the Voting Stock of
such surviving Person or transferee; or (f) any "change of control" as defined
in any Subordinated Indebtedness of the Company or the Guarantors to the extent
not waived by holders thereof.

        "CHANGE OF CONTROL OFFER" is defined in Section 4.09(b).

        "CHANGE OF CONTROL PAYMENT" is defined in Section 4.09(a).

        "CHANGE OF CONTROL PAYMENT DATE" is defined in Section 4.09(b)(iii).

        "CINCINNATI BELL GROUP" means the Company and its Restricted
Subsidiaries.

        "CLOSING DATE" means the date of this Indenture.

        "CODE" means the Internal Revenue Code of 1986, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time.

        "COMMISSION" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act or, if at any time after the
Closing Date such Commission is not existing and performing the duties now
assigned to it under the Exchange Act, the body performing such duties at such
time.

        "COMPANY" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained herein and required by the TIA, each other obligor on
the indenture securities.

        "CONSOLIDATED" or "CONSOLIDATED" (including the correlative term
"consolidating") or on a "consolidated basis," when used with reference to any
financial term in this Indenture (but not when used with respect to any tax
return or tax liability), means the consolidation for two or more Persons of the
amounts signified by such term for all such Persons, with intercompany items
eliminated in accordance with GAAP.

                                      -5-
<Page>

        "CONSOLIDATED ADJUSTED DEBT" means Indebtedness of the Company and its
Restricted Subsidiaries (exclusive of Indebtedness of the type that could be
Incurred under Section 5.04(b)(vi) or (viii)) determined on a consolidated basis
in accordance with GAAP.

        "CONSOLIDATED ADJUSTED DEBT TO EBITDA RATIO" means, as of any date of
determination, the ratio of (a) Consolidated Adjusted Debt as of such date to
(b) Consolidated EBITDA for the applicable four-quarter period ending on the
last day of the most recently ended quarter for which consolidated financial
statements of the Company and its Restricted Subsidiaries are available.

        "CONSOLIDATED ADJUSTED SENIOR DEBT TO EBITDA RATIO" means, as of any
date of determination, the ratio of (a) Consolidated Adjusted Debt excluding any
Subordinated Indebtedness and Disqualified Capital Stock as of such date to (b)
Consolidated EBITDA for the applicable four-quarter period ending on the last
day of the most recently ended quarter for which consolidated financial
statements of the Company and its Restricted Subsidiaries are available.

        "CONSOLIDATED EBITDA" means for the applicable period of measurement,
the Consolidated Net Income of the Company and its Restricted Subsidiaries on a
consolidated basis, plus, without duplication, the following for the Company and
its Restricted Subsidiaries to the extent deducted in calculating such
Consolidated Net Income: (i) Consolidated Interest Expense for such period, plus
(ii) provisions for taxes based on income, plus (iii) total depreciation
expense, plus (iv) total amortization expense, plus (v) other non-cash items
reducing Consolidated Net Income (excluding any such non-cash item to the extent
that it represents an accrual or reserve for potential cash items in any future
period or amortization of a prepaid cash item) less other non-cash items
increasing Consolidated Net Income (excluding any such non-cash item to the
extent it represents the reversal of an accrual or reserve for potential cash
item in any prior period), plus (vi) charges taken in accordance with SFAS 142,
plus (vii) all net cash extraordinary losses less net cash extraordinary gains.

        "CONSOLIDATED INTEREST EXPENSE" means for the applicable period of
measurement of the Company and its Restricted Subsidiaries on a consolidated
basis, the aggregate interest expense for such period determined in accordance
with GAAP (including all commissions, discounts, fees and other charges in
connection with standby letters of credit and similar instruments) for the
Company and its Restricted Subsidiaries on a consolidated basis, but excluding
all amortization of financing fees and other charges incurred by the Company and
its Restricted Subsidiaries in connection with the issuance of Indebtedness.

        "CONSOLIDATED NET INCOME" means for any period the net income (or loss)
before provision for dividends on Preferred Stock of the Company and its
Restricted Subsidiaries on a consolidated basis for such period determined in
conformity with GAAP, but excluding, without duplication, the following clauses
(a) through (f) to the extent included in the computations thereof: (a) the
income (or loss) of any Person accrued prior to the date it becomes a Restricted
Subsidiary of the Company or is merged into or consolidated with the Company or
any of its Restricted Subsidiaries or that Person's assets are acquired by the
Company or any of its Restricted Subsidiaries; (b) the income (or loss) of any
Person (other than the Company or a Restricted Subsidiary) in which such Person
has an interest except to the extent of the amount of dividends or other
distributions actually paid to the Company or a Restricted Subsidiary (which
amount

                                      -6-
<Page>

shall be included in Consolidated Net Income); (c) the income of any Restricted
Subsidiary of the Company to the extent that the declaration or payment of
dividends or similar distributions by that Restricted Subsidiary of that income
is not at the time permitted by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Restricted Subsidiary (except to the extent of the
amount of dividends or similar distributions actually lawfully paid to the
Company or a Restricted Subsidiary); (d) any after tax gains or losses
attributable to Asset Dispositions or returned surplus assets of any pension
plan; (e) (to the extent not included in clauses (a) through (d) above) (i) any
net extraordinary gains or net extraordinary losses or (ii) any net
non-recurring gains or non-recurring losses to the extent attributable to Asset
Dispositions, the exercise of options to acquire Capital Stock and the
extinguishment of Indebtedness; and (f) cumulative effect of a change in
accounting principles.

        "CONSOLIDATED TOTAL ASSETS" means, as at any date of determination, the
aggregate amount of assets reflected on the consolidated balance sheet of the
Company and its Restricted Subsidiaries (excluding, however, for the avoidance
of doubt the assets of the BRCOM Group) prepared in accordance with GAAP most
recently delivered to the Holders pursuant to Section 4.02 hereof.

        "CONVERTIBLE PREFERRED STOCK" means the 12 1/2% Series B Junior
Exchangeable Preferred Stock Due 2009 of BRCOM and the 6 3/4% Cumulative
Convertible Preferred Stock of the Company.

        "CONVERTIBLE SUBORDINATED INDENTURE" means the indenture relating to the
Convertible Subordinated Notes dated as of July 21, 1999, between the Company
and The Bank of New York, as Trustee.

        "CONVERTIBLE SUBORDINATED NOTES" means those certain 6 3/4% Convertible
Subordinated Notes due 2009 of the Company issued pursuant to the Convertible
Subordinated Indenture with an original aggregate issue price of $400,000,000,
and any such notes issued in exchange or replacement therefor.

        "CREDIT AGREEMENT" means the Amendment and Restatement of the Credit
Agreement, dated as of November 9, 1999, as amended and restated as of January
12, 2000 and as of March 26, 2003, as amended, by and among the Company, BCSI,
the lenders party thereto from time to time, Bank of America, N.A., as
syndication agent, Citicorp USA, Inc., as administrative agent and certain other
agents, together with the related documents thereto (including, without
limitation, any guarantee agreements and security documents), in each case as
such agreement or agreements may be amended (including any amendment and
restatement thereof), restated, supplemented, replaced, restructured, waived,
Refinanced or otherwise modified from time to time, including any amendment,
supplement, modification or agreement adding Subsidiaries of the Company as
additional borrowers or guarantors thereunder or extending the maturity of,
Refinancing, replacing or otherwise restructuring all or any portion of the
Indebtedness under such agreement or any successor or replacement agreement, and
whether by the same or any other agent, lender or group of lenders or one or
more agreements, contracts, indentures or otherwise.

                                      -7-
<Page>

        "CREDIT DOCUMENTS" means the Credit Agreement, any Secured Hedge
Agreement that is secured under (and as defined in) the Credit Agreement, and
all certificates, instruments, financial and other statements and other
documents and agreements made or delivered from time to time in connection
therewith and related thereto.

        "CURRENCY AGREEMENT" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement designed to protect the
Company or any Subsidiary of the Company against fluctuations in currency
values.

        "CUSTODIAN" is defined in Section 7.01.

        "DEFAULT" means any event, act or condition that is, or with the giving
of notice, lapse of time or both would constitute, an Event of Default.

        "DISQUALIFIED CAPITAL STOCK" means that portion of any Capital Stock
which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder
thereof), or upon the happening of any event (other than an event which would
constitute a Change of Control or Asset Disposition), matures (excluding any
maturity as the result of an optional redemption by the issuer thereof) or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the sole option of the holder thereof (except, in each case,
upon the occurrence of a Change of Control or Asset Disposition) on or prior to
the Stated Maturity.

        "ENVIRONMENTAL LAWS" means all applicable foreign, federal, state or
local laws, statutes, common law duties, rules, regulations, ordinances and
codes, together with all administrative orders, requests, licenses,
authorizations and permits of, and agreements with, any Governmental
Authorities, in each case relating to environmental, health, safety and land use
matters; including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, the Clean Air Act, the Federal
Water Pollution Control Act of 1972, the Solid Waste Disposal Act, the Federal
Resource Conservation and Recovery Act, the Toxic Substances Control Act, and
the Emergency Planning and Community Right-to-Know Act.

        "EQUITY OFFERING" means a public or private sale for cash of Capital
Stock (other than Disqualified Stock or Preferred Stock) of the Company.

        "EVENT OF DEFAULT" is defined in Section 7.01.

        "EXCESS PROCEEDS" is defined in Section 5.05(b).

        "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

        "EXCHANGE GUARANTEE" means each Guarantee of the obligations with
respect to the Exchange Notes issued by a Person.

        "EXISTING BCSI LOAN" means Indebtedness of BCSI Incurred under the
Credit Agreement prior to the date of this Indenture and any Indebtedness of
BCSI Incurred under the Credit Agreement for the purpose of making interest
payments on (w) the Existing BCSI Loan, (x) any Indebtedness of the BRCOM Group
Incurred under the Credit Agreement after the date

                                      -8-

<Page>

of this Indenture subject to the limitations set forth in Section 5.11, (y)
BRCOM's 9% Senior Subordinated Notes Due 2008 or (z) BRCOM's 12 1/2% Senior
Series B Notes due 2005.

        "EXISTING INDEBTEDNESS" all Indebtedness of the Company and its
Restricted Subsidiaries existing as of the Closing Date (after giving effect to
the redemption, repurchase, repayment or prepayment of Indebtedness out of the
proceeds of the Notes, but excluding any Indebtedness outstanding under the
Credit Documents).

        "FAIR MARKET VALUE" means, with respect to any asset or property, the
price which could be negotiated in an arm's-length transaction between a willing
seller and a willing and able buyer. Unless otherwise expressly required
elsewhere herein, fair market value will be determined in good faith and, for
transactions involving an aggregate consideration greater than $10,000,000, by
resolution of the Board of Directors of the Company, and any such determination
shall be conclusive absent a manifest error.

        "FISCAL YEAR" means a fiscal year of the Company and its Restricted
Subsidiaries ending on December 31 of any calendar year.

        "GAAP" means United States generally accepted accounting principles as
of the Closing Date set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entities as have been
approved by a significant segment of the accounting profession.

        "GOVERNMENTAL AUTHORITY" means (a) the government of the United States
of America or any State or other political subdivision thereof, (b) any
government or political subdivision of any other jurisdiction in which the
Company or any of its Subsidiaries conducts all or any part of its business, or
which properly asserts jurisdiction over any properties of the Company or any of
its Subsidiaries or (c) any entity properly exercising executive, legislative,
judicial, regulatory or administrative functions of any such government.

        "GUARANTEE" means a guarantee (other than by endorsement of negotiable
instruments for collection or deposit in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, letters of
credit and reimbursement agreements in respect thereof), of all or any part of
any Indebtedness.

        "GUARANTEED OBLIGATIONS" is defined in Section 10.01(a).

        "GUARANTOR" means any Person that has issued a Guarantee of the
Obligations with respect to the Notes.

        "HEDGE AGREEMENTS" means interest rate swap, cap or collar agreements,
interest rate future or option contract, currency swap agreements, currency
future or option contracts and other hedging agreements.

        "HEDGE BANK" means any lender party under the Credit Agreement or an
Affiliate of such a lender party in its capacity as a party to a Secured Hedge
Agreement.

                                      -9-


<Page>

        "HOLDER" means a Person in whose name a Note is registered at the
Registrar.

        "INCUR" means create, incur, issue, assume, Guarantee or otherwise
become directly or indirectly liable, contingently or otherwise (including by
operation of law).

        "INDEBTEDNESS" means, with respect to any Person on any date of
determination, without duplication: (i) the principal of and premium (if any) in
respect of indebtedness of such Person for borrowed money; (ii) the principal of
and premium (if any) in respect of indebtedness of such Person evidenced by
bonds, debentures, notes or other similar instruments; (iii) all Capitalized
Lease Obligations and all Attributable Debt of such Person; (iv) all obligations
of such Person issued or assumed as the deferred purchase price of property, all
conditional sale obligations and all obligations under any title retention
agreement, in each case to the extent the purchase price is due more than six
months from the date the obligation is Incurred (but excluding trade accounts
payable and other accrued liabilities arising in the Ordinary Course of
Business); (v) all obligations for the reimbursement of any obligor on any
letter of credit, banker's acceptance or similar credit transaction; (vi)
Guarantees and other contingent obligations in respect of Indebtedness referred
to in clauses (i) through (v) above and clause (viii) below; (vii) all
obligations of any other Person of the type referred to in clauses (i) through
(vi) which are secured by any Lien on any property or asset of such Person, the
amount of such obligation being deemed to be the lesser of the fair market value
of such property or asset or the amount of the obligation so secured; (viii) all
obligations under Currency Agreements and all Interest Swap Obligations of such
Person; and (ix) all obligations represented by Disqualified Capital Stock of
such Person.

        "INDENTURE" is defined in the preamble.

        "INDEPENDENT QUALIFIED PARTY" means an investment banking firm,
accounting firm or appraisal firm, in each case, of national standing; PROVIDED,
HOWEVER, that such firm is not an Affiliate of the Company; and, PROVIDED,
FURTHER, that for transactions involving consideration of $100,000,000 or more,
the term "Independent Qualified Party" shall be limited to an investment banking
firm of national standing only, unless, with respect to any such transaction,
(x) the Company delivers to the Trustee and the Required Holders an Officers'
Certificate to the effect that no investment bank will opine on commercially
reasonable terms on such transaction and that it proposes instead to engage an
accounting firm of national standing (and stating the identity of such
accounting firm) and (y) within fifteen (15) days after the delivery of such
Officers' Certificate the Company does not receive a written notice from the
Required Holders reasonably objecting to the Company's proposal set forth in the
Officers' Certificate, in which case the term

        "INDEPENDENT QUALIFIED PARTY" for such transaction may also include such
accounting firm.

        "INTEREST SWAP OBLIGATIONS" means the Obligations of any Person pursuant
to any arrangement with any other Person, whereby, directly or indirectly, such
Person is entitled to receive from time to time periodic payments calculated by
applying either a floating or a fixed rate of interest on a stated notional
amount in exchange for periodic payments made by such other Person calculated by
applying a fixed or a floating rate of interest on the same notional amount and
shall include, without limitation, any interest rate protection agreement,
interest rate future agreement, interest rate option agreement, interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement,
interest rate hedge agreement or other similar agreement or arrangement to which
such Person is party or of which it is a beneficiary.

                                      -10-

<Page>


        "INVESTMENT" means (i) any direct or indirect purchase or other
acquisition by the Company or any of its Restricted Subsidiaries of any
beneficial interest in, including stock, partnership interest or other Capital
Stock of, or ownership interest in, any other Person; and (ii) any direct or
indirect loan, advance or capital contribution by the Company or any of its
Restricted Subsidiaries to any other Person, including all indebtedness and
accounts receivable from that other Person that did not arise from sales to or
services provided to that other Person in the Ordinary Course of Business. For
purposes of Section 5.02: (i) "Investment" shall include and be valued at the
fair market value of the net assets of any Restricted Subsidiary of the Company
(to the extent of the Company's percentage ownership therein) at the time that
such Restricted Subsidiary is designated an Unrestricted Subsidiary of the
Company and shall exclude the fair market value of the net assets of any
Unrestricted Subsidiary of the Company (to the extent of the Company's
percentage ownership therein) at the time that such Unrestricted Subsidiary is
designated a Restricted Subsidiary of the Company; and (ii) the amount of any
Investment shall be the original cost of such Investment plus the costs of all
additional Investments by the Company or any of its Restricted Subsidiaries,
without any adjustments for increases or decreases in value, or write-ups,
write-downs or write-offs with respect to such Investment, reduced (other than
for purposes of calculations under Section 5.11) by the payment of dividends or
distributions in connection with such Investment or any other amounts received
in respect of such Investment; PROVIDED that no such payment of dividends or
distributions or receipt of any such other amounts shall reduce the amount of
any Investment if such payment of dividends or distributions or receipt of any
such amounts would be included in Consolidated Net Income.

        "LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which banking
institutions in New York or Ohio or at a place of payment are authorized by law,
regulation or executive order to remain closed. If any payment date in respect
of the Notes is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

        "LEVERAGE TEST" is defined in Section 5.04(a).

        "LIEN" means any lien, mortgage, pledge, security interest, charge,
encumbrance or governmental levy or assessment of any kind, whether voluntary or
involuntary (including any conditional sale or other title retention agreement
and any lease in the nature thereof).

        "MATURITY", when used with respect to any Note, means the date on which
the principal of such Note becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise (including in connection with any offer to purchase
that this Indenture requires the Company to make).

        "MOODY'S" means Moody's Investors Service, Inc.

        "NET CASH PROCEEDS", with respect to any issuance or sale of Capital
Stock, means the cash proceeds of such issuance or sale net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.

                                      -11-
<Page>

        "NET PROCEEDS" means cash proceeds actually received by the Company or
any of its Restricted Subsidiaries from any Asset Disposition (including
insurance proceeds, awards of condemnation, and payments under notes or other
debt securities received in connection with any Asset Disposition), net of (a)
the costs of such sale, issuance, lease, transfer or other disposition
(including all legal, title and recording tax expenses, commissions and other
fees and expenses incurred and all taxes required to be paid or accrued as a
liability under GAAP as a consequence of such sale, lease or transfer), (b)
amounts applied to repayment of Indebtedness (other than revolving credit
Indebtedness under the Credit Agreement, without a corresponding reduction in
the revolving credit commitment) secured by a Lien on the asset or property
disposed of, (c) if such Asset Disposition involves the sale of a discrete
business or product line, any accrued liabilities of such business or product
line required to be paid or retained by the Company or any of its Restricted
Subsidiaries as part of such disposition, (d) appropriate amounts to be provided
by the Company or a Restricted Subsidiary, as the case may be, as a reserve, in
accordance with GAAP, against any liabilities associated with an Asset
Disposition and retained by the Company or such Restricted Subsidiary, as the
case may be, after such Asset Disposition, including, without limitation,
pension and benefit liabilities, liabilities related to environmental matters or
liabilities under any indemnification obligations associated with such Asset
Disposition and (e) all distributions and other payments required to be made to
minority interest holders in Subsidiaries or joint ventures as a result of such
Asset Disposition, but only to the extent required by constituent documents of
such Subsidiary or such joint venture.

        "NOTICE OF DEFAULT" is defined in Section 8.05.

        "OBLIGATIONS" means all obligations for principal, premium (if any),
interest, penalties, fees, indemnification, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness.

        "OFFER AMOUNT" is defined in Section 4.10(c).

        "OFFER PERIOD" is defined in Section 4.10(a).

        "OFFICERS' CERTIFICATE" of the Company means a certificate signed on
behalf of the Company by two Persons, one of which shall be any of the
following: the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Operating Officer, the Chief Financial Officer, the Chief
Accounting Officer or the Treasurer (or any such other officer that performs
similar duties) of the Company, and the other one shall be any of the following:
the Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating Officer, any Vice President, the Chief Financial Officer, the Chief
Accounting Officer, the Treasurer, the Assistant Treasurer, Controller, the
Secretary or an Assistant Secretary (or any such other officer that performs
similar duties) of the Company. One of the officers signing an Officers'
Certificate given pursuant to Section 4.06 shall be the principal executive,
financial or accounting officer or treasurer of the Company.

        "OPINION OF COUNSEL" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company or a Guarantor.

                                      -12-

<Page>


        "ORDINARY COURSE OF BUSINESS" means, in respect of any transaction
involving the Company or any Restricted Subsidiary of the Company, the ordinary
course of such Person's business, as conducted by any such Person in accordance
with past practice and undertaken by such Person in good faith.

        "PAYING AGENT" is defined in Section 2.03(a).

        "PERMITS" means all licenses, permits, certificates of need, approvals
and authorizations from all Governmental Authorities required to lawfully
conduct a business.

        "PERMITTED ACQUISITION" means the purchase by the Company or a
Restricted Subsidiary of the Company of all or substantially all of the assets
of a Person whose primary business is the same, related, ancillary or
complementary to the business in which the Company and its Restricted
Subsidiaries were engaged on the Closing Date, or any Investment by the Company
or any Restricted Subsidiary of the Company in a Person, if as a result of such
Investment (i) such Person and each Subsidiary of such Person becomes a
Restricted Subsidiary of the Company whose primary business is the same,
related, ancillary or complementary to the business in which the Company and its
Restricted Subsidiaries were engaged on the Closing Date or (ii) such Person is
merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, a Restricted
Subsidiary of the Company and whose primary business is the same, related,
ancillary or complementary to the business in which the Company and its
Subsidiaries were engaged in on the Closing Date.

        "PERMITTED ADJUSTMENTS" means, for the purpose of calculating the
Leverage Test, pro forma adjustments arising out of events (including cost
savings resulting from head count reduction, closure of facilities and similar
restructuring charges) which are directly attributable to a specific
transaction, are factually supportable and are expected to have a continuing
impact, which would be permitted by Article 11 of Regulation S-X promulgated
under the Securities Act and as interpreted by the staff of the Commission;
PROVIDED that such adjustments are set forth in an Officers' Certificate signed
by the Company's chief financial officer and another officer which states (i)
the amount of such adjustment or adjustments, (ii) that such adjustment or
adjustments are based on the reasonable good faith beliefs of the officers
executing such Officers' Certificate at the time of such execution and (iii)
that any related Incurrence of Indebtedness is permitted pursuant to this
Indenture.

        "PERMITTED ASSET SWAP" means any transfer of properties or assets by the
Company or any of its Restricted Subsidiaries in which the consideration
received by the transferor consists of like properties or assets to be used in
the business of the Company or its Restricted Subsidiaries in the same or
similar manner as such transferred properties or assets; provided that (i) the
fair market value (determined in good faith by the Board of Directors of the
Company) of properties or assets received by the Company or any of its
Restricted Subsidiaries in connection with such Permitted Asset Swap is at least
equal to the fair market value (determined in good faith by the Board of
Directors of the Company) of properties or assets transferred by the Company or
such Restricted Subsidiary in connection with such Permitted Asset Swap and (ii)
the aggregate fair market value of assets transferred by the Company in
connection with all Permitted Asset Swaps after the Closing Date does not exceed
10% of Consolidated Total Assets.

                                      -13-

<Page>


        "PERMITTED INVESTMENTS" means:

                (i) (A) any Investment in (including, without limitation, loans
        and advances to) the Company or a Restricted Subsidiary of the Company
        whose primary business is the same, related, ancillary or complementary
        to the business in which the Company and its Subsidiaries were engaged
        in on the date of such Investment and (B) any acquisition by the Company
        or a Restricted Subsidiary of the Company of beneficial interest in a
        Restricted Subsidiary of the Company from another Restricted Subsidiary
        of the Company or the Company;

                (ii) any Investment in Cash Equivalents or the Notes;

                (iii) any Investment related to or arising out of a Permitted
        Acquisition;

                (iv) any Investment which results from the receipt of non-cash
        consideration from an asset sale made pursuant to and in compliance with
        the provisions of Section 5.05 or from any sale or other disposition of
        assets not constituting an Asset Disposition;

                (v) payroll, travel and similar advances to cover matters that
        are expected at the time of such advances ultimately to be treated as
        expenses for accounting purposes and that are made in the Ordinary
        Course of Business;

                (vi) receivables owing to the Company or any Restricted
        Subsidiary if created or acquired in the Ordinary Course of Business and
        payable or dischargeable in accordance with customary trade terms;
        PROVIDED, HOWEVER, that such trade terms may include such concessionary
        trade terms as the Company or any such Restricted Subsidiary deems
        reasonable under the circumstances;

                (vii) loans and advances to employees made in the Ordinary
        Course of Business not to exceed $2,000,000 in the aggregate at any time
        outstanding; PROVIDED, HOWEVER, for purposes of this definition,
        "advances" will not restrict advances for travel, moving or relocation
        expenses to employees advanced and repaid in the Ordinary Course of
        Business;

                (viii) loans and advances not to exceed $2,000,000 at any time
        outstanding to employees of the Company or its Subsidiaries for the
        purpose of funding the purchase of Capital Stock of the Company by such
        employees;

                (ix) any Investments received as part of the settlement of
        litigation or in satisfaction of extensions of credit to any Person
        otherwise permitted under this Indenture pursuant to the reorganization,
        bankruptcy or liquidation of such Person or a good faith settlement of
        debts by said Person;

                (x) any Investment existing on the Closing Date, any Investment
        received as a distribution in respect of such existing Investment and
        any Investment received in exchange for such existing Investment;
        PROVIDED that, in the case of an exchange, the fair market value (as
        determined in good faith by the Board of Directors of the Company) of
        the Investment being exchanged is at least equal to

                                      -14-

<Page>

        rectors of the Company) of the Investment being exchanged is at least
        equal to the fair market value (as determined in good faith by the Board
        of Directors of the Company) of the Investment for which such Investment
        is being exchanged;

                (xi) Investments of a Person or any of its Subsidiaries existing
        at the time such Person becomes a Restricted Subsidiary of the Company
        or at the time such Person merges or consolidates with the Company or
        any of its Restricted Subsidiaries, in either case in compliance with
        this Indenture; provided such Investments were not made by such Person
        in connection with or in anticipation or contemplation of such Person
        becoming a Restricted Subsidiary of the Company or such merger or
        consolidation;

                (xii) Investments in stock, obligations or securities received
        in settlement of debts created in the Ordinary Course of Business or in
        satisfaction of judgments;

                (xiii) Investments by the Company or any Restricted Subsidiary
        pursuant to an Interest Rate Swap Obligation or a Currency Agreement
        permitted by clauses (vi) or (viii) of Section 5.04(b);

                (xiv) Investments consisting of debits and credits between BRFS
        LLC and the Company, its Restricted Subsidiaries and, subject to Section
        5.11, its Unrestricted Subsidiaries pursuant to the Centralized Cash
        Management System;

                (xv) Investments consisting of loans, advances and payables due
        from suppliers or customers made by the Company or its Restricted
        Subsidiaries in the Ordinary Course of Business;

                (xvi) Investments that may be deemed to arise out from the
        cashless exercise by employees of the Company of rights, options or
        warrants to purchase Capital Stock of the Company;

                (xvii) Investments permitted to be made by Section 5.11;

                (xviii) Investments the consideration paid for which consists
        solely of Capital Stock (other than Disqualified Capital Stock) of the
        Company;

                (xix) Investments in an aggregate amount not in excess of 5% of
        the Consolidated Total Assets for any Investments valued as of the date
        such Investment is made, including, without limitation, joint ventures;
        and

                (xx) Investments the consideration for which was paid by a
        Person other than the Company or any of its Restricted Subsidiaries,
        without recourse to the Company or its Restricted Subsidiaries.

        "PERMITTED LIENS" means:

                                      -15-

<Page>

                (i) Liens to secure the performance of statutory obligations,
        surety or appeal bonds, letters of credit or other obligations of a like
        nature incurred in the Ordinary Course of Business;

                (ii) Liens for taxes, assessments and governmental charges,
        levies or claims that are (x) not yet due and payable or (y) which are
        due and payable and are being contested in good faith by appropriate
        proceedings so long as such proceedings stay enforcement of such Liens;

                (iii) any Lien arising out of a judgment or award not
        constituting an Event of Default;

                (iv) statutory Liens of landlords, carriers, warehousemen,
        mechanics, materialmen, workmen, repairmen and other similar liens
        imposed by law, which are incurred in the Ordinary Course of Business
        for sums not more than thirty (30) days delinquent or which are being
        contested in good faith by appropriate proceedings so long as such
        contest stays enforcement of such Liens;

                (v) survey exceptions, easements, rights-of-way, zoning
        restrictions and other similar charges or encumbrances in respect of
        real property not interfering in any material adverse respect with the
        ordinary conduct of the business of the Company or any of its Restricted
        Subsidiaries;

                (vi) any interest or title of a lessor under any Capitalized
        Lease Obligation; PROVIDED that such Liens do not extend to any property
        or asset which is not leased property subject to such Capitalized Lease
        Obligation;

                (vii) Liens securing purchase money Indebtedness permitted
        pursuant to Section 5.04(b)(iii); PROVIDED, HOWEVER, that (a) the
        Indebtedness shall not exceed the cost of such property or assets and
        shall not be secured by any property or assets of the Company or any
        Restricted Subsidiary of the Company other than the property and assets
        so acquired, constructed, repaired, added to or improved and (b) the
        Lien securing such Indebtedness shall be created within 180 days after
        the date of such acquisition or, completion of construction, repair,
        improvement, addition or commencement of full operation of the property
        subject to the Lien or, in the case of a Refinancing of any purchase
        money Indebtedness, within 180 days of such Refinancing;

                (viii) Liens upon specific items of inventory or other goods and
        proceeds of any Person securing such Person's obligations in respect of
        bankers' acceptances issued or created for the account of such Person to
        facilitate the purchase, shipment or storage of such inventory or other
        goods;

                (ix) Liens securing reimbursement obligations with respect to
        commercial letters of credit which encumber documents and other property
        relating to such letters of credit and products and proceeds thereof;

                                      -16-

<Page>

               (x) Liens in favor of customs and revenue authorities arising as
        a matter of law to secure payment of customs duties in connection with
        the importation of goods;

                (xi) Liens arising from filing Uniform Commercial Code financing
        statements regarding leases;

                (xii) Liens in existence on the Closing Date;

                (xiii) Liens on property or shares of Capital Stock of another
        Person at the time such other Person becomes a Subsidiary of such
        Person; PROVIDED, HOWEVER, that such Liens are not created, Incurred or
        assumed in connection with, or in contemplation of, such other Person
        becoming a Subsidiary;

                (xiv) leases, subleases, licenses and sublicenses of the type
        referred to in clause (x) in the second sentence of the definition of
        "Asset Disposition" granted to third parties in the Ordinary Course of
        Business;

                (xv) banker's liens and rights of offset of the holders of
        Indebtedness of the Company or any Restricted Subsidiary on monies
        deposited by the Company or any Restricted Subsidiary with such holders
        of Indebtedness in the Ordinary Course of Business of the Company or any
        such Restricted Subsidiary;

                (xvi) Liens securing obligations under Interest Swap Obligations
        or Currency Agreements so long as such obligations relate to
        Indebtedness that is, and is permitted under this Indenture, to be
        secured by a Lien on the same property securing such obligations;

                (xvii) Liens to secure any Refinancing (or successive
        Refinancings) as a whole, or in part, of any Indebtedness secured by any
        Lien referred to in the foregoing clauses (xii) and (xiii); provided,
        however, that (i) such new Lien shall be limited to all or part of the
        same property that secured the original Lien (plus improvements to or on
        such property) and (ii) the Indebtedness secured by such Lien at such
        time is not increased to any amount greater than the sum of (1) the
        outstanding principal amount or, if greater, committed amount of the
        Indebtedness secured by Liens described under clauses (xii) and (xiii)
        at the time the original Lien became a Permitted Lien under this
        Indenture and (2) an amount necessary to pay any fees and expenses,
        including premiums related to such Refinancings;

                (xviii) pledges or deposits to secure obligations under workers'
        compensation laws or similar legislation or to secure public or
        statutory obligations;

                (xix) Liens on property at the time such Person or any of its
        Subsidiaries acquires the property, including any acquisition by means
        of a merger or consolidation with or into such Person or a Subsidiary or
        such Person; PROVIDED, HOWEVER, that such Liens are not created,
        Incurred or assumed in connection with, or in contemplation of, such
        acquisition; PROVIDED, FURTHER, HOWEVER, that the Liens

                                      -17-

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        may not extend to any other property owned by such Person or any of its
        Subsidiaries; and

                (xx) other Liens that do not, in the aggregate, secure
        obligations in an aggregate amount in excess of 5% of the Consolidated
        Total Assets valued as of the date of the Incurrence of any such
        obligation.

        "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to Refinance, other Indebtedness of any such Person;
PROVIDED, HOWEVER, that (i) the principal amount of such Permitted Refinancing
Indebtedness does not exceed the principal amount plus accrued interest and
premium, if any, of the Indebtedness so exchanged or Refinanced (plus fees);
(ii) such Permitted Refinancing Indebtedness has a final maturity date on or
later than the final maturity date of, and has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity of the
Indebtedness being exchanged or Refinanced; (iii) if the Indebtedness being
exchanged or Refinanced is subordinated in right of payment to the Notes, such
Permitted Refinancing Indebtedness is subordinated in right of payment to the
Notes on terms at least as favorable to the Holders of Notes as those contained
in the documentation governing the Indebtedness being exchanged or Refinanced;
and (iv) such Permitted Refinancing Indebtedness is Incurred by the Company or
the Person who is the obligor on the Indebtedness being exchanged or Refinanced.
"Permitted Refinancing Indebtedness" shall not include Indebtedness Incurred to
Refinance Indebtedness originally Incurred in violation of the Indenture or
pursuant to Section 5.04(b)(iii), (v), (vi), (vii), (viii), (x) or (xi).

        "PERSON" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or agency or political subdivision
thereof (including any subdivision or ongoing business of any such entity or
substantially all of the assets of any such entity, subdivision or business).

        "PREFERRED STOCK" of any Person means any Capital Stock of such Person
that has preferential rights to any other Capital Stock of such Person with
respect to dividends or redemptions or upon liquidation, and shall include the 6
3/4% Convertible Preferred Stock of the Company and the 12 1/2% Series B Junior
Exchangeable Preferred Stock of BRCOM.

        "PRINCIPAL" of a Note means the principal of the Note plus the premium,
if any, payable on the Note which is due or overdue or is to become due at the
relevant time.

        "PURCHASE DATE" is defined in Section 4.10(c).

        "REDEMPTION DATE," when used with respect to any Note to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture and
the Notes.

        "REDEMPTION PRICE," when used with respect to any Note to be redeemed,
means the price at which such Note is to be redeemed pursuant to this Indenture
and the Notes.

        "REFINANCE" means, in respect of any security or Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue a security or Indebted

                                      -18-

<Page>

ness in exchange or replacement for, such security or Indebtedness in whole or
in part. "Refinanced" and "Refinancing" shall have correlative meanings.

        "REGISTRAR" is defined in Section 2.03(a).

        "REQUIRED HOLDERS" means Holders holding more than 50% of the then
outstanding aggregate principal amount of the Notes (exclusive of Notes then
owned directly or indirectly by the Company, or any of its Subsidiaries or
Affiliates).

        "RESPONSIBLE OFFICER" means the chief executive officer, the president,
the chief financial officer, the principal accounting officer or the treasurer
(or the equivalent of any of the foregoing) of the Company or any of its
Subsidiaries or any other officer, partner or member (or person performing
similar functions) of the Company or any of its Subsidiaries responsible for
overseeing the administration of, or reviewing compliance with, all or any
portion of this Indenture.

        "RESTRICTED INVESTMENT" means an Investment other than a Permitted
Investment.

        "RESTRICTED PAYMENTS" is defined in Section 5.02(a)(iv).

        "RESTRICTED SUBSIDIARY" of any Person means any Subsidiary of such
Person which at the time of determination is not an Unrestricted Subsidiary.

        "SALE AND LEASEBACK TRANSACTION" means any direct or indirect
arrangement with any Person or to which any such Person is a party, providing
for the leasing to the Company or a Restricted Subsidiary of any property,
whether owned by the Company or any Restricted Subsidiary at the Closing Date or
later acquired, which has been or is to be sold or transferred by the Company or
such Restricted Subsidiary to such Person or any other Person from whom funds
have been or are to be advanced by such Person on the security of such property.

        "SECURED HEDGE AGREEMENT" means any Hedge Agreement required or
permitted under Article V of the Credit Agreement as in effect on the date
hereof that is entered into by and between any borrower under the Credit
Agreement and any Hedge Bank.

        "SECURED INDEBTEDNESS" means any Indebtedness secured by a Lien.

        "SENIOR NOTES" means those certain 7 1/4% Senior Notes due 2023 of the
Company issued pursuant to an indenture dated as of July 1, 1993 in the
aggregate principal amount of $50,000,000, and any such notes issued in exchange
or replacement therefor.

        "SERIES" means any series of Notes outstanding under this Indenture.

        "SIGNIFICANT SUBSIDIARY" means any Subsidiary that is or would be a
"significant subsidiary" of the Company within the meaning of Rule 1-02 of
Regulation S-X promulgated by the Commission.

        "16% NOTES" means those certain 16% Senior Subordinated Discount Notes
due 2009 of the Company.

                                      -19-

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        "16% NOTES INDENTURE" means the indenture relating to the 16% Notes
dated as of March 26, 2003, among the Company, the Guarantors party thereto, and
The Bank of New York as Trustee.

        "16% NOTES PURCHASE AGREEMENT" means the Purchase Agreement relating to
the 16% Notes dated as of December 9, 2002, among the Company and the Purchasers
party thereto.

        "SPECTRUM ASSETS" means the E-Block spectrum licenses granted by the
Federal Communications Commission or any spectrum license owned by CBW Co. for
which the E-Block may be exchanged.

        "S&P" means Standard & Poor's Ratings Services, a division of
McGraw-Hill Companies, Inc.

        "STATED MATURITY," when used with respect to any Note or any installment
of interest thereon, means the date specified in this Indenture or such Note as
the scheduled fixed date on which the principal of such Note or such installment
of interest is due and payable and shall not include any contingent obligation
to repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for payment thereof.

        "SUBORDINATED INDEBTEDNESS" means (i) the Convertible Subordinated
Notes, (ii) the 16% Notes and (iii) any Indebtedness of the Company permitted
hereunder which is expressly subordinated to and junior to the payment and
performance of the Notes. "SUBORDINATED INDEBTEDNESS" of a Guarantor has a
correlative meaning.

        "SUBSIDIARY" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof) and (ii) any partnership (A) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (B)
the only general partners of which are such Person or of one or more
Subsidiaries of such Person (or any combination thereof). Any Person becoming a
Subsidiary of the Company after the Closing Date shall be deemed to have
Incurred all of its outstanding Indebtedness on the date it becomes a
Subsidiary.

        "SUCCESSOR COMPANY" is defined in Section 6.01(a).

        "TIA" means the Trust Indenture Act of 1939 (15
U.S.C.ss.ss.77aaa-77bbbb), as amended from time to time.

        "TRUST OFFICER" means, when used with respect to the Trustee, any vice
president (whether or not designated by a number or a word or words added before
or after the title "vice president"), any assistant treasurer, or any other
officer of the Trustee in its Corporate Trust Administration Department
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his or her
knowledge of and familiarity with the particular subject.

                                      -20-
<Page>

        "TRUSTEE" is defined in the preamble.

        "UNRESTRICTED SUBSIDIARY" means (i) any member of the BRCOM Group;
PROVIDED that after the consummation of the sale of all or substantially all of
the assets of BRCOM's Subsidiaries or the consummation of a confirmed plan of
reorganization under Chapter 11 of the United States Bankruptcy Code with
respect to BRCOM, the Company may designate BTI Inc. (f/k/a Broadwing
Telecommunications Inc.) as a Restricted Subsidiary by written notice to the
Trustee and the Holders; (ii) any Subsidiary of the Company that at the time of
determination shall be or continue to be designated an Unrestricted Subsidiary
by the Board of Directors of the Company in the manner provided below; and (iii)
any Subsidiary of an Unrestricted Subsidiary.

        The Board of Directors of the Company may designate any Subsidiary of
the Company (including any newly acquired or newly formed Subsidiary of the
Company) to be an Unrestricted Subsidiary unless such Subsidiary or any of its
Subsidiaries owns any Capital Stock of, or owns or holds any Lien on any
property of, the Company or any other Subsidiary of the Company that is not a
Subsidiary of the Subsidiary to be so designated; PROVIDED that subject to
Section 5.11: (i) the Company certifies to the Holders that such designation
complies with Section 5.02; and (ii) each Subsidiary to be so designated and
each of its Subsidiaries (other than any member of the BRCOM Group, except as
provided in clause (i) of this definition) has not at the time of designation,
and does not thereafter, Incur any Indebtedness pursuant to which the lender has
recourse to any of the assets of the Company or any of its Restricted
Subsidiaries.

        The Board of Directors of the Company may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; PROVIDED, HOWEVER, that immediately
after giving effect to such designation: (i) the Company could Incur $1.00 of
Indebtedness under Section 5.04(a); and (ii) immediately before and immediately
after giving effect to such designation, no Default or Event of Default shall
have occurred and be continuing; PROVIDED that, notwithstanding the foregoing,
except as provided in clause (i) of this definition, the Board of Directors may
not designate any member of the BRCOM Group to be a Restricted Subsidiary.

        Any such designation by the Board of Directors of the Company shall be
evidenced to the Trustee by promptly filing with the Holders a copy of the Board
Resolution giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing provisions.

        "U.S. GOVERNMENT OBLIGATIONS" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
that are not callable or redeemable at the issuer's option.

        "VOTING STOCK" of a Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of a contingency) to vote in
the election of directors, managers or trustees thereof.

        "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multi

                                      -21-

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plying (A) the amount of each then remaining installment, sinking fund, serial
maturity or other required payments of principal, including payment at final
maturity, in respect thereof, by (B) the number of years (calculated to the
nearest one-twelfth) that will elapse between such date and the making of such
payment, by (ii) the then outstanding principal amount of such Indebtedness.

        SECTION 1.02. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. This
Indenture is subject to the mandatory provisions of the TIA, which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

        "indenture securities" means the Initial Notes, the Additional Notes (if
any) the Exchange Notes and the Exchange Guarantees.

        "indenture security holder" means a Holder.

        "indenture to be qualified" means this Indenture.

        "indenture trustee" or "institutional trustee" means the Trustee.

        "obligor" on the indenture securities means the Company and any other
obligor on the indenture securities.

        All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission rule have
the meanings assigned to them by such definitions.

        SECTION 1.03. RULES OF CONSTRUCTION. Unless the context otherwise
requires:

        (a) a term has the meaning assigned to it;

        (b) an accounting term not otherwise defined has the meaning assigned to
it in accordance with GAAP;

        (c) "or" is not exclusive;

        (d) "including" means including without limitation;

        (e) "to" and "until" each mean "to but excluding";

        (f) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or
other document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications
set forth herein);

        (g) any reference herein to any Person shall be construed to include
such Person's successors and assigns;

        (h) words in the singular include the plural and words in the plural
include the singular;

                                      -22-
<Page>

        (i) unsecured Indebtedness shall not be deemed to be subordinate or
junior to secured Indebtedness merely by virtue of its nature as unsecured
Indebtedness;

        (j) the principal amount of any non-interest bearing or other discount
security at any date shall be the principal amount thereof that would be shown
on a balance sheet of the issuer dated such date prepared in accordance with
GAAP; and

        (k) the principal amount of any Preferred Stock shall be (i) the maximum
liquidation value of such Preferred Stock or (ii) the maximum mandatory
redemption or mandatory repurchase price with respect to such Preferred Stock,
whichever is greater.

                                   ARTICLE 2

                                   THE NOTES

        SECTION 2.01. FORM AND DATING. Provisions relating to the Initial Notes,
the Exchange Notes and the Private Exchange Notes are set forth in the Rule
144A/Regulation S Appendix attached hereto (the "Appendix"), which is hereby
incorporated in and expressly made a part of this Indenture. The Initial Notes
issued on the Closing Date, any Additional Notes and all Exchange Notes or
Private Exchange Notes issued in exchange therefor shall be treated as a single
class for all purposes under this Indenture, including, without limitation,
waivers, amendments, redemptions and offers to purchase. The Initial Notes and
the Trustee's certificate of authentication shall each be substantially in the
form of Exhibit A hereto, which is hereby incorporated in and expressly made a
part of this Indenture. The Exchange Notes or Private Exchange Notes to be
issued in exchange for the Initial Notes or otherwise pursuant to this Indenture
and the Trustee's certificate of authentication shall be substantially in the
form of Exhibit B hereto, which is hereby incorporated in and expressly made a
part of this Indenture. The Notes may have notations, legends or endorsements
required by law, stock exchange rule, agreements to which the Company is
subject, if any, or usage (provided that any such notation, legend or
endorsement is in a form acceptable to the Company). Each Note shall be dated
the date of its authentication. The Notes shall be issuable only in registered
form without interest coupons and only in denominations of $1,000 and multiples
thereof.

        SECTION 2.02. EXECUTION AND AUTHENTICATION. One officer shall sign the
Notes for the Company by manual or facsimile signature.

        If an officer whose signature is on a Note no longer holds that office
at the time the Trustee authenticates the Note, the Note shall be valid
nevertheless.

        A Note shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication on the Note. The signature
shall be conclusive evidence that the Note has been authenticated under this
Indenture.

        The Trustee shall, upon written direction of the Company, authenticate
and make available for delivery Notes as set forth in the Appendix.

                                      -23-

<Page>

        The Trustee may appoint an authenticating agent reasonably acceptable to
the Company to authenticate the Notes. Any such appointment shall be evidenced
by an instrument signed by a Trust Officer, a copy of which shall be furnished
to the Company. Unless limited by the terms of such appointment, an
authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as any
Registrar, Paying Agent or agent for service of notices and demands.

        SECTION 2.03. REGISTRAR AND PAYING AGENT.

        (a) The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange (the "Registrar") and an
office or agency where Notes may be presented for payment (the "Paying Agent").
The Registrar shall keep a register of the Notes and of their transfer and
exchange. The Company may have one or more co-registrars and one or more
additional paying agents. The term "Paying Agent" includes any additional paying
agent, and the term "Registrar" includes any co-registrars. The Company
initially appoints the Trustee as (i) Registrar and Paying Agent in connection
with the Notes and (ii) the Notes Custodian with respect to the Global Notes (as
defined in the Appendix).

        (b) the Company shall enter into an appropriate agency agreement with
any Registrar or Paying Agent not a party to this Indenture, which shall
incorporate the terms of the TIA. The agreement shall implement the provisions
of this Indenture that relate to such agent. The Company shall notify the
Trustee in writing of the name and address of any such agent. If the Company
fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and
shall be entitled to appropriate compensation therefor pursuant to Section 8.07.
The Company or any of its domestically organized Restricted Subsidiaries (other
than any member of the BRCOM Group) may act as Paying Agent or Registrar.

        (c) the Company may remove any Registrar or Paying Agent upon written
notice to such Registrar or Paying Agent and to the Trustee; PROVIDED, HOWEVER,
that no such removal shall become effective until (i) acceptance of an
appointment by a successor as evidenced by an appropriate agreement entered into
by the Company and such successor Registrar or Paying Agent, as the case may be,
and delivered to the Trustee or (ii) notification to the Trustee that the
Trustee shall serve as Registrar or Paying Agent until the appointment of a
successor in accordance with clause (i) above. The Registrar or Paying Agent may
resign at any time upon written notice to the Company and the Trustee; provided,
however, that the Trustee may resign as Paying Agent or Registrar only if the
Trustee also resigns as Trustee in accordance with Section 8.08.

        SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST. Prior to 10:00 a.m.
(New York City time) each due date of the principal of and interest on any Note,
the Company shall deposit with, or to an account maintained by, the Paying Agent
(or if the Company or a Subsidiary is acting as Paying Agent, segregate and hold
in trust for the benefit of the Persons entitled thereto) a sum sufficient to
pay such principal and interest when so becoming due. The Company shall require
each Paying Agent (other than the Trustee) to agree in writing that the Paying
Agent shall hold in trust for the benefit of Holders or the Trustee all money
held by the Paying Agent for the payment of principal of or interest on the
Notes and shall promptly notify

                                      -24-

<Page>

the Trustee in writing of any default by the Company in making any such payment.
If the Company or a Subsidiary of the Company acts as Paying Agent, it shall
segregate the money held by it as Paying Agent and hold it as a separate trust
fund. The Company at any time may require a Paying Agent to pay all money held
by it to the Trustee and to account for any funds disbursed by the Paying Agent.
Upon complying with this Section 2.04, the Paying Agent shall have no further
liability for the money delivered to the Trustee.

        SECTION 2.05. HOLDER LISTS. The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of Holders. If the Trustee is not the Registrar, the Company
shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at
least five Business Days before each Interest Payment Date and at such other
times as the Trustee may request in writing, a list in such form and as of such
date as the Trustee may reasonably require of the names and addresses of
Holders.

        SECTION 2.06. TRANSFER AND EXCHANGE. The Notes shall be issued in
registered form and shall be transferable only upon the surrender of a Note for
registration of transfer and in compliance with the Appendix. When a Note is
presented to the Registrar with a request to register a transfer, the Registrar
shall register the transfer as requested if its requirements therefor are met.
When Notes are presented to the Registrar with a request to exchange them for an
equal principal amount of Notes of other denominations, the Registrar shall make
the exchange as requested if the same requirements are met. To permit
registration of transfers and exchanges, the Company shall execute and the
Trustee shall authenticate Notes at the Registrar's request. The Company may
require payment of a sum sufficient to pay all taxes, assessments or other
governmental charges in connection with any transfer or exchange pursuant to
this Section 2.06. The Company shall not be required to make and the Registrar
need not register transfers or exchanges of Notes selected for redemption
(except, in the case of Notes to be redeemed in part, the portion thereof not to
be redeemed) or any Notes for a period of 15 days before the mailing of a notice
of redemption of Notes to be redeemed.

        Prior to the due presentation for registration of transfer of any Note,
the Company, the Guarantors, the Trustee, the Paying Agent and the Registrar may
deem and treat the Person in whose name a Note is registered as the absolute
owner of such Note for the purpose of receiving payment of principal of and
(subject to paragraph 2 of the Notes) interest, if any, on such Note and for all
other purposes whatsoever, whether or not such Note is overdue, and none of the
Company, the Guarantors, the Paying Agent, the Trustee or the Registrar shall be
affected by notice to the contrary.

        Any Holder of a Global Note shall, by acceptance of such Global Note,
agree that transfers of beneficial interest in such Global Note may be effected
only through a book-entry system maintained by (a) the Holder of such Global
Note (or its agent) or (b) any Holder of a beneficial interest in such Global
Note, and that ownership of a beneficial interest in such Global Note shall be
required to be reflected in a book entry.

        All Notes issued upon any transfer or exchange pursuant to the terms of
this Indenture shall evidence the same debt and shall be entitled to the same
benefits under this Indenture as the Notes surrendered upon such transfer or
exchange.

                                      -25-
<Page>

        SECTION 2.07. REPLACEMENT NOTES. If a mutilated Note is surrendered to
the Registrar or if the Holder of a Note claims that the Note has been lost,
destroyed or wrongfully taken, the Company shall issue and the Trustee shall
authenticate a replacement Note if the requirements of Section 8-405 of the New
York Uniform Commercial Code are met, such that the Holder (a) satisfies the
Company or the Trustee within a reasonable time after such Holder has notice of
such loss, destruction or wrongful taking and the Registrar does not register a
transfer prior to receiving such notification, (b) makes such request to the
Company or the Trustee prior to the Note being acquired by a protected purchaser
as defined in Section 8-303 of the New York Uniform Commercial Code (a
"protected purchaser") and (c) satisfies any other reasonable requirements of
the Trustee. If required by the Trustee or the Company, such Holder shall
furnish an indemnity bond sufficient in the judgment of the Trustee to protect
the Company, the Trustee, the Paying Agent and the Registrar from any loss that
any of them may suffer if a Note is replaced. The Company and the Trustee may
charge the Holder for their expenses in replacing a Note. In the event any such
mutilated, lost, destroyed or wrongfully taken Note has become or is about to
become due and payable, the Company in its discretion may pay such Note instead
of issuing a new Note in replacement thereof.

        Every replacement Note is an additional obligation of the Company.

        The provisions of this Section 2.07 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, lost, destroyed or wrongfully taken Notes.

        SECTION 2.08. OUTSTANDING NOTES. Notes outstanding at any time are all
Notes authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation and those described in this Section 2.08 as not
outstanding. Subject to Section 12.06, a Note does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Note.

        If a Note is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Note is held by a protected purchaser.

        If the Paying Agent segregates and holds in trust, in accordance with
this Indenture, on a Redemption Date, the Stated Maturity Date or maturity date
money sufficient to pay all principal and interest and Additional Interest, if
any, payable on that date with respect to the Notes (or portions thereof) to be
redeemed or maturing, as the case may be, and the Paying Agent is not prohibited
from paying such money to the Holders on that date pursuant to the terms of this
Indenture, then on and after that date such Notes (or portions thereof) cease to
be outstanding and interest on them ceases to accrue.

        SECTION 2.09. TEMPORARY NOTES. Until Definitive Notes are ready for
delivery, the Company may prepare and the Trustee shall authenticate temporary
Notes. Temporary Notes shall be substantially in the form of Definitive Notes
but may have variations that the Company considers appropriate for temporary
Notes. Without unreasonable delay, the Company shall prepare and the Trustee
shall authenticate Definitive Notes and deliver them in exchange for temporary
Notes upon surrender of such temporary Notes at the office or agency of

                                      -26-

<Page>

for temporary Notes upon surrender of such temporary Notes at the office or
agency of the Company, without charge to the Holder.

        SECTION 2.10. CANCELLATION. The Company at any time may deliver Notes to
the Trustee for cancellation. The Registrar and the Paying Agent shall forward
to the Trustee any Notes surrendered to them for registration of transfer,
exchange or payment. The Trustee and no one else shall cancel all Notes
surrendered for registration of transfer, exchange, payment or cancellation and
shall dispose of canceled Notes in accordance with its customary procedures or
deliver canceled Notes to the Company pursuant to written direction by a
Responsible Officer. The Company may not issue new Notes to replace Notes it has
redeemed, paid or delivered to the Trustee for cancellation. The Trustee shall
not authenticate Notes in place of canceled Notes other than pursuant to the
terms of this Indenture.

        SECTION 2.11. DEFAULTED INTEREST. If the Company defaults in a payment
of interest or Additional Interest, if any, on the Notes, the Company shall pay
the defaulted interest (plus interest on such defaulted interest to the extent
lawful) in any lawful manner. The Company may pay the defaulted interest to the
Persons who are Holders on a subsequent special record date. The Company shall
fix or cause to be fixed any such special record date and payment date to the
reasonable satisfaction of the Trustee and shall promptly mail or cause to be
mailed to each Holder a notice that states the special record date, the payment
date and the amount of defaulted interest to be paid.

        SECTION 2.12. CUSIP NUMBERS. The Company in issuing the Notes may use
Committee on Uniform Securities Identification Procedures numbers (the "CUSIP
numbers") (if then generally in use) and, if so, the Trustee shall use CUSIP
numbers in notices of redemption as a convenience to Holders; PROVIDED, HOWEVER,
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in
any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Notes, and any such redemption shall not
be affected by any defect in or omission of such numbers.

        SECTION 2.13. DESIGNATIONS. For purposes of the Convertible Subordinated
Indenture, the Notes issued pursuant to this Indenture shall constitute
"Designated Senior Debt" and for purposes of the 16% Notes Indenture, the Notes
issued pursuant to this Indenture shall constitute "Designated Senior
Indebtedness."

        SECTION 2.14. ISSUANCE OF ADDITIONAL NOTES. The Company shall be
entitled to issue Additional Notes under this Indenture which shall have
substantially identical terms as the Initial Notes issued on the Closing Date,
other than with respect to the date of issuance, issue price, amount of interest
payable on the first payment date applicable thereto or upon a registration
default as provided under a Registration Rights Agreement related thereto and
terms of optional redemption, if any (and, if such Additional Notes shall be
issued in the form of Exchange Notes, other than with respect to transfer
restrictions); provided, that such issuance shall be made in compliance with
Section 5.04.

                                      -27-
<Page>


        With respect to any Additional Notes, the Company shall set forth in a
resolution of its Board of Directors (or a duly appointed committee thereof) and
in an Officers' Certificate, a copy of each of which shall be delivered to the
Trustee, the following information:

                (a) the aggregate principal amount of Notes outstanding
        immediately prior to the issuance of such Additional Notes;

                (b) the aggregate principal amount of such Additional Notes to
        be authenticated and delivered pursuant to this Indenture;

                (c) the issue price and the issue date of such Additional Notes
        and amount of interest payable on the first payment date applicable
        thereto;

                (d) whether such Additional Notes shall be Transfer Restricted
        Securities and issued in the form of Initial Notes or shall be
        registered securities issued in the form of Exchange Notes, each as set
        forth in the Exhibits hereto; and

                (e) if applicable, that such Additional Notes shall be issuable
        in whole or in part in the form of one or more Global Notes and, in such
        case, the respective depositaries for such Global Notes, the form of any
        legend or legends which shall be borne by such Global Notes in addition
        to or in lieu of those set forth in Exhibit A hereto and any
        circumstances in addition to or in lieu of those set forth in the
        Appendix in which any such Global Note may be exchanged in whole or in
        party for Additional Notes registered, or any transfer of such Global
        Notes in whole or in party may be registered, in the name or names of
        Persons other than the depositary for such Global Note or a nominee
        thereof.


                                    ARTICLE 3

                                   REDEMPTION

        SECTION 3.01. NOTICES TO TRUSTEE. If the Company elects to redeem Notes
pursuant paragraph 5 of the Notes or is obligated to purchase Notes pursuant to
Section 4.09 or Section 4.10, it shall notify the Trustee in writing of the
Redemption Date and the principal amount of Notes to be redeemed. The redemption
provisions of paragraph 5 of the Notes are fully incorporated herein. The
Trustee may conclusively rely on an Officers' Certificate and the calculations
given therein in making any redemption in accordance with paragraph 5 of the
Notes.

        The Company shall give each notice to the Trustee provided for in this
Section 3.01 at least 45 days before the Redemption Date unless the Trustee
consents to a shorter period. Such notice shall be accompanied by an Officers'
Certificate and an Opinion of Counsel from the Company to the effect that such
redemption will comply with the conditions herein. If fewer than all the Notes
are to be redeemed, the record date relating to such redemption shall be
selected by the Company and given to the Trustee, which record date shall be not
fewer than 15 days after the date of notice to the Trustee. Any such notice may
be canceled at any time prior to notice of such redemption being mailed to any
Holder and shall thereby be void and of no effect.

                                      -28-
<Page>


        SECTION 3.02. SELECTION OF NOTES TO BE REDEEMED. If fewer than all the
Notes are to be redeemed, the Trustee shall select the Notes to be redeemed pro
rata, by lot or by such other method as the Trustee in its sole discretion shall
deem to be fair and appropriate. The Trustee shall make the selection from
outstanding Notes not previously called for redemption. The Trustee may select
for redemption portions of the principal amount of Notes that have denominations
larger than $1,000. Notes and portions of them the Trustee selects shall be in
principal amounts of $1,000 or a multiple thereof. Provisions of this Indenture
that apply to Notes called for redemption also apply to portions of Notes called
for redemption. The Trustee shall notify the Company promptly of the Notes or
portions of Notes to be redeemed.

        SECTION 3.03. NOTICE OF REDEMPTION.

        (a) At least 30 days but not more than 60 days before a date for
redemption of Notes, the Company shall mail a notice of redemption by first
class mail, to each Holder of Notes to be redeemed at such Holder's registered
address

        (b) notice shall identify the Notes to be redeemed and shall state:

                (i) the Redemption Date;

                (ii) the Redemption Price and the amount of accrued interest
        (including amounts to be accreted to principal of the Notes) to the
        Redemption Date;

                (iii) the name and address of the Paying Agent;

                (iv) that Notes called for redemption must be surrendered to the
        Paying Agent to collect the Redemption Price;

                (v) if fewer than all the outstanding Notes are to be redeemed,
        the certificate numbers and principal amount of the particular Notes to
        be redeemed;

                (vi) that, unless the Company defaults in making such redemption
        payment or the Paying Agent is prohibited from making such payment
        pursuant to the terms of this Indenture, interest and any Additional
        Interest on Notes (or portion thereof) called for redemption ceases to
        accrue on and after the Redemption Date;

                (vii) the CUSIP number, if any, printed on the Notes being
        redeemed; and

                (viii) that no representation is made as to the correctness or
        accuracy of the CUSIP number, if any, listed in such notice or printed
        on the Notes.

        (c) At the Company's written request, the Trustee shall give the notice
of redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section 3.03.

                                      -29-

<Page>

        SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION. Once notice of redemption
is mailed, Notes called for redemption become due and payable on the Redemption
Date and at the Redemption Price stated in the notice. Upon surrender to the
Paying Agent, such Notes shall be paid at the Redemption Price stated in the
notice, plus accrued interest and Additional Interest, if any, to the Redemption
Date; PROVIDED, HOWEVER, that if the Redemption Date is after a Regular Record
Date and on or prior to the Interest Payment Date, the accrued interest and
Additional Interest, if any, shall be payable to the Holder of the redeemed
Notes registered on the relevant Regular Record Date. Failure to give notice or
any defect in the notice to any Holder shall not affect the validity of the
notice to any other Holder.

        SECTION 3.05. DEPOSIT OF REDEMPTION PRICE. Prior to 10:00 a.m. (New York
City time) on the Redemption Date, the Company shall deposit with the Paying
Agent (or, if the Company or a Subsidiary is the Paying Agent, shall segregate
and hold in trust) money sufficient to pay the Redemption Price of, and accrued
interest and Additional Interest, if any, on all Notes to be redeemed on that
date other than Notes or portions of Notes called for redemption that have been
delivered by the Company to the Trustee for cancellation. On or after the
Redemption Date, interest shall cease to accrue on Notes or portions thereof
called for redemption so long as the Company has deposited with the Paying Agent
funds sufficient to pay the principal of, plus accrued and unpaid interest and
Additional Interest, if any, on, the Notes to be redeemed, unless the Paying
Agent is prohibited from making such payment pursuant to the terms of this
Indenture.

        SECTION 3.06. NOTES REDEEMED IN PART. Upon surrender of a Note that is
redeemed in part, the Company shall execute and the Trustee shall authenticate
for the Holder (at the Company's expense) a new Note equal in principal amount
to the unredeemed portion of the principal amount of the Note surrendered.

                                   ARTICLE 4

                             AFFIRMATIVE COVENANTS

        SECTION 4.01. PAYMENT OF NOTES.

        (a) The Company shall pay the principal of and interest on the Notes on
or before the dates and in the manner provided in the Notes and in this
Indenture. Principal of and interest on the Notes shall be considered paid on
the date due if on such date the Trustee or the Paying Agent holds in accordance
with this Indenture money sufficient to pay all principal of and interest on the
Notes then due and the Trustee or the Paying Agent, as the case may be, is not
prohibited from paying such money to the Holders on that date pursuant to the
terms of this Indenture.

        (b) The Company shall pay interest on overdue principal of the Notes at
the rate specified therefor in the Notes and shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

                                      -30-

<Page>

        SECTION 4.02. COMMISSION REPORTS. Whether or not required by the
reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as
the Notes are outstanding, the Company shall file with the Commission, and
provide the Trustee, Holders and prospective Holders (upon request) within 15
days after it files or is required to file them with the Commission, copies of
its annual report and the information, documents and other reports that are
specified in Section 13 and 15(d) of the Exchange Act. In addition, the Company
shall furnish to the Trustee and the Holders, promptly upon their becoming
available, copies of the annual report to shareholders and any other information
provided by the Company to its public shareholders generally. The Company also
shall comply with the other provisions of TIA ss. 314(a). The receipt by the
Trustee of any such reports and documents pursuant to this Section shall not
constitute notice or constructive notice of any information contained in such
documents or determinable from information contained in such documents,
including the Company's compliance with any covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

        SECTION 4.03. PRESERVATION OF CORPORATE EXISTENCE. Except as otherwise
permitted by Article 6, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect (a) its corporate
existence, and the corporate, limited liability company, partnership or other
existence of each of its Restricted Subsidiaries, in accordance with the
respective organizational documents (as the same may be amended from time to
time) of the Company or any such Restricted Subsidiary (it being understood that
legal name change may be made based upon reasonable discretion of the Company)
and (b) the rights (charter and statutory) and licenses of the Company and its
Restricted Subsidiaries; PROVIDED, HOWEVER, that the Company shall not be
required to preserve or keep in full force and effect any such right or license,
or the corporate, limited liability company, partnership or other existence of
any of its Restricted Subsidiaries if the loss thereof does not and would not
reasonably be expected to be materially adverse to the Company and its
Subsidiaries taken as a whole.

        SECTION 4.04. [Intentionally Omitted].

        SECTION 4.05. [Intentionally Omitted].

        SECTION 4.06. COMPLIANCE CERTIFICATE. The Company shall deliver to the
Trustee within 90 days of the end of the fiscal year of the Company, an
Officers' Certificate made on behalf of the Company stating that in the course
of the performance by the signers of their duties as officers of the Company
they would normally have knowledge of any Default and whether or not the signers
know of any Default that occurred during such period. If they do, the
certificate shall describe the Default, its status and what action the Company
is taking or proposes to take with respect thereto. The Company also shall
comply with Section 314(a)(4) of the TIA.

        SECTION 4.07. [Intentionally Omitted].

        SECTION 4.08. [Intentionally Omitted].

        SECTION 4.09. OFFER TO PURCHASE UPON CHANGE OF CONTROL.

                                      -31-

<Page>


        (a) Upon the occurrence of a Change of Control, each Holder will have
the right to require the Company to purchase all or any part of such Holder's
Notes at a purchase price in cash equal to 101% of the principal amount thereof
plus accrued and unpaid interest and Additional Interest, if any, as of the
Change of Control Payment Date (the "Change of Control Payment") in accordance
with the terms set forth below (subject to the right of Holders of record on the
relevant record date to receive interest and Additional Interest, if any, due on
the relevant interest payment date); PROVIDED, HOWEVER, that, notwithstanding
the occurrence of a Change of Control, the Company shall not be obligated to
purchase the Notes pursuant to this Section 4.09 in the event that it has
exercised its right to redeem all the Notes under paragraph 5 of the Notes. The
Company shall comply with the requirements of Section 14(e) of the Exchange Act
and any other securities laws and regulations in connection with the purchase of
Notes pursuant to this Section 4.09. To the extent such laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a
Change of Control, the Company will comply with the applicable securities laws
and regulations and will not be deemed to have breached its obligations under
this Section 4.09(a) by virtue thereof.

        (b) Within 30 days following any Change of Control, the Company shall
mail a notice to each Holder with a copy to the Trustee (the "Change of Control
Offer") stating:

                (i) that a Change of Control has occurred and that such Holder
        has the right to require the Company to purchase all or a portion of
        such Holder's Notes at a purchase price in cash equal to 101% of the
        principal amount thereof, plus accrued and unpaid interest and
        Additional Interest, if any, to the date of purchase (subject to the
        right of Holders of record on the relevant record date to receive
        interest and Additional Interest, if any, on the relevant interest
        payment date);

                (ii) the circumstances and relevant facts and financial
        information regarding such Change of Control;

                (iii) the purchase date, (which shall be no earlier than 10
        Business Days nor later than 60 days from the date such notice is mailed
        (the "Change of Control Payment Date"); and

                (iv) the instructions determined by the Company, consistent with
        this Section 4.09, that a Holder must follow in order to have its Notes
        purchased.

        (c) On the Change of Control Payment Date, the Company shall, to the
extent lawful, (i) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer and (ii) pay to the Holders of
Notes or portions thereof so tendered an amount equal to the Change of Control
Payment in respect of all Notes or portions thereof so tendered. The Company
shall promptly mail or deliver by wire transfer to each Holder of Notes so
tendered the Change of Control Payment for such Notes, and the Company shall
promptly execute and mail (or cause to be transferred by book-entry) to each
Holder a new Note equal in principal amount to any unpurchased portion of the
Notes surrendered, if any; PROVIDED, HOWEVER, that each such new Note shall be
in a principal amount of $1,000 or a multiple thereof.

                                      -32-
<Page>

        (d) In the event that at the time of such Change of Control the terms of
the Credit Documents restrict or prohibit the repurchase of Notes pursuant to
this Section 4.09, then prior to the mailing of the notice to Holders provided
for in Section 4.09(b) but in any event within 30 days following any Change of
Control, the Company shall (i) repay in full all Indebtedness under the Credit
Documents or, if doing so will allow the purchase of Notes, offer to repay in
full all Indebtedness under the Credit Documents and repay the Indebtedness
under the Credit Documents of each lender who has accepted such offer or (ii)
obtain the requisite consent under the Credit Documents to permit the repurchase
of the Notes as provided for in Section 4.09(c).

        (e) The Company shall not be required to make a Change of Control Offer
upon a Change of Control if a third party makes the Change of Control Offer in
the manner, at the times and otherwise in compliance with the requirements set
forth in this Section 4.09 and such third party purchases all Notes validly
tendered and not withdrawn under such Change of Control Offer.

        SECTION 4.10. OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

        (a) In the event that, pursuant to Section 5.05, the Company shall be
required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), it shall follow the procedures specified in this Section 4.10. Each
Asset Sale Offer shall remain open for not less than ten (10) Business Days nor
more than sixty (60) days immediately following its commencement, except to the
extent that a longer period is required by Applicable Law (the "Offer Period").

        (b) Upon the commencement of an Asset Sale Offer, the Company shall
send, by first class mail, a notice to each of the Holders which shall contain
all instructions and materials necessary to enable such Holders to tender Notes
pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all
Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall
state:

                (i) that the Asset Sale Offer is being made pursuant to this
        Section 4.10 and Section 5.05 and the length of time the Asset Sale
        Offer shall remain open;

                (ii) the Offer Amount and the Purchase Date;

                (iii) that Holders electing to have a Note purchased pursuant to
        any Asset Sale Offer shall be required to surrender the Note, with the
        form entitled "Option of Holder to Elect Purchase" on the reverse of the
        Note completed to the Company at the address specified in the notice at
        least three Business Days before the Purchase Date;

                (iv) that Holders shall be entitled to withdraw their election
        if the Company receives, not later than the second Business Day prior to
        the expiration of the Offer Period, a facsimile transmission or letter
        setting forth the name of the Holder, the principal amount of the Note
        the Holder delivered for purchase and a statement that such Holder is
        withdrawing his election to have such Note

                                      -33-
<Page>

        purchased; and (v) other information required to be included pursuant
        to Section 3.03.

        (c) On or before the Business Day immediately after the termination of
the Offer Period (the "Purchase Date"), the Company shall, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, Notes or
portions thereof tendered pursuant to the Asset Sale Offer with an aggregate
principal amount equal to the aggregate principal amount required to be
purchased pursuant to Section 5.05 plus accrued and unpaid interest, if any,
thereon to the Purchase Date (the "Offer Amount") or, if the aggregate principal
amount of Notes tendered is less than the Offer Amount, the Company shall
purchase all Notes tendered in response to the Asset Sale Offer. Payment for any
Notes so purchased shall be made in the same manner as interest payments are
made. The Company shall promptly (but in any case not later than five (5)
Business Days after the Purchase Date) mail or deliver by wire transfer to each
tendering Holder an amount equal to the purchase price of the Notes tendered by
such Holder and accepted by the Company for purchase, and the Company shall
promptly issue a new Note and deliver it to such Holder, in a principal amount
equal to any unpurchased portion of the Note surrendered. Any Note not so
accepted shall be promptly mailed or delivered by the Company to the Holder
thereof.

        SECTION 4.11. CORPORATE SEPARATENESS. For so long as the 16% Notes are
outstanding, the Notes will be governed by Section 4.11 of the 16% Notes
Indenture, as such section may be amended or as compliance with such section may
be waived from time to time.

        SECTION 4.12. FURTHER ASSURANCES. The Company shall, upon the request of
Holders, execute and deliver such further instruments and do such further acts
as may be reasonably necessary or proper to carry out more effectively the
provisions of this Indenture.

        SECTION 4.13. FUTURE GUARANTORS. Subject to Section 10.02(b), the
Company shall cause each Restricted Subsidiary that becomes a guarantor of the
borrowings of the Company under the Credit Agreement to become a Guarantor, and,
if applicable, to execute and deliver to the Trustee a supplemental guarantee in
the form of Exhibit C pursuant to which such Restricted Subsidiary will
guarantee payment of the Notes.

                                   ARTICLE 5

         NEGATIVE COVENANTS APPLICABLE TO COMPANY AND ITS SUBSIDIARIES

        SECTION 5.01. STAY, EXTENSION AND USURY LAWS. The Company covenants (to
the extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of its
obligations under the Notes or this Indenture, and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and covenants (to the extent that it may lawfully do so) that it
shall not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Holders, but shall suffer and permit the
execution of every such power as though no such law has been enacted.

                                      -34-
<Page>


        SECTION 5.02. RESTRICTED PAYMENTS.

        (a) The Company shall not, and shall not permit any Restricted
Subsidiary, directly or indirectly, to,

                (i) declare or make any dividend payment or other distribution
        of assets, properties, cash, rights, obligations or securities on
        account of any shares of any class of Capital Stock (including any
        payment in connection with a merger or consolidation involving the
        Company or any of its Restricted Subsidiaries), except (x) dividends or
        distributions payable solely in its Capital Stock (other than
        Disqualified Capital Stock or Capital Stock convertible into or
        exchangeable for Disqualified Capital Stock) and (y) dividends or
        distributions payable to the Company or to a Restricted Subsidiary (and,
        if the Restricted Subsidiary making such dividend or distribution has
        equity holders other than the Company or another Restricted Subsidiary,
        to such equity holders on a pro rata basis),

                (ii) purchase, redeem or otherwise acquire for value any shares
        of Capital Stock of the Company or any of its Restricted Subsidiaries
        now or hereafter outstanding held by a Person other than the Company or
        another Restricted Subsidiary,

                (iii) make any payment or prepayment of principal of, premium,
        if any, interest, redemption, exchange, purchase, retirement,
        defeasance, sinking fund or other payment with respect to, any
        Subordinated Indebtedness of the Company prior to scheduled maturity,
        scheduled payment, scheduled repayment or scheduled sinking fund payment
        thereof (except redemption, exchange, purchase, retirement, defeasance,
        sinking fund or other payment within twelve months of the final maturity
        thereof); or

                (iv) make any Restricted Investments (the items described in
        clauses (i), (ii), (iii), and (iv) are referred to as "Restricted
        Payments"); except that the Company or any Restricted Subsidiary of the
        Company may make a Restricted Payment if at the time of and after giving
        effect to such Restricted Payment;

                        (A) no Default or Event of Default will have occurred
                and be continuing (or would result therefrom);

                        (B) the Company could Incur at least $1.00 of additional
                Indebtedness pursuant to Section 5.04(a) hereof; and

                        (C) such Restricted Payment, together with the aggregate
                of all other Restricted Payments made by the Company and its
                Restricted Subsidiaries after the Closing Date (excluding
                Restricted Payments permitted by Section 5.02(b)(i) through (v),
                inclusive, (viii) and (ix)), would be less than the sum, without
                duplication, of: (1) 50% of the Consolidated Net Income for the
                period (taken as one accounting period) from the beginning of
                the fiscal quarter in which the Closing Date occurs to the end
                of the Company's most recently ended fiscal quarter for which
                internal financial

                                      -35-
<Page>


                statements of the Company and its Restricted Subsidiaries are
                available at the time of such Restricted Payment (or, if such
                Consolidated Net Income for such period is a deficit, less 100%
                of such deficit); (2) to the extent that any Restricted
                Investment that was made after the Closing Date is sold for cash
                or otherwise liquidated or repaid for cash, the lesser of (x)
                the cash return of capital with respect to such Restricted
                Investment (less the cost of disposition, if any) and (y) the
                initial amount of such Restricted Investment; (3) the amount
                equal to the net reduction in Investments in Unrestricted
                Subsidiaries resulting from the redesignation of Unrestricted
                Subsidiaries as Restricted Subsidiaries (valued as provided in
                the definition of the "Investment"); (4) net cash dividends or
                other net cash distributions paid to the Company or any
                Restricted Subsidiary from Unrestricted Subsidiaries; (5) the
                aggregate net cash proceeds and fair market value of property
                received by the Company from the issue or sale of its Capital
                Stock (other than Disqualified Capital Stock) or other capital
                contributions subsequent to the Closing Date (other than net
                cash proceeds or property (x) received from an issuance or sale
                of such Capital Stock to a Subsidiary of the Company or an
                employee stock ownership plan, option plan or similar trust to
                the extent such sale to an employee stock ownership plan, option
                plan or similar trust is financed by loans from or guaranteed by
                the Company or any Restricted Subsidiary or (y) applied for the
                purposes of clause (i) of Section 5.02(b)); and (6) aggregate
                net cash proceeds received by the Company from the issue or sale
                since the Closing Date of debt securities that have been
                converted into Capital Stock (other than Disqualified Capital
                Stock) of the Company.

        (b) The provisions of Section 5.02(a) will not prohibit any of the
following:

                (i) the defeasance, redemption or repurchase of (x) Subordinated
        Indebtedness of the Company with the net cash proceeds from an
        Incurrence of Permitted Refinancing Indebtedness or the substantially
        concurrent sale (other than to a Subsidiary of the Company) of Capital
        Stock of the Company or (y) Convertible Preferred Stock or other Capital
        Stock of the Company with the Net Cash Proceeds from the substantially
        concurrent sale (other than to a Subsidiary of the Company) of Capital
        Stock of the Company (other than the Disqualified Capital Stock);

                (ii) the pro rata redemption or repurchase by any Restricted
        Subsidiary of the Company of its common stock;

                (iii) the making by the Company of regularly scheduled payments
        in respect of any Subordinated Indebtedness of the Company permitted
        hereby in accordance with the terms of, and only to the extent required
        by, and subject to the subordination provisions contained in, any
        agreement pursuant to which such Subordinated Indebtedness was issued;

                                      -36-
<Page>

                (iv) the making by the Company and its Restricted Subsidiaries
        of Permitted Acquisitions;

                (v) the making by the Company of regularly scheduled dividend
        payments in respect of 6 3/4% Cumulative Convertible Preferred Stock of
        the Company in accordance with the terms thereof;

                (vi) dividends paid within 60 days after the date of declaration
        thereof if at such date of declaration such dividend would have complied
        with Section 5.02(a);

                (vii) the repurchase or other acquisition of shares of, or
        options to purchase shares of, common stock of the Company or any of its
        Subsidiaries from employees, former employees, directors or former
        directors of the Company or any of its Subsidiaries (or permitted
        transferees of such employees, former employees, directors or former
        directors), pursuant to the terms of the agreements (including
        employment agreements) or plans (or amendments thereto) approved by the
        Board of Directors of the Company under which such individuals purchase
        or sell or are granted the option to purchase or sell, shares of such
        common stock; PROVIDED, HOWEVER, that the aggregate amount of such
        repurchases shall not exceed $2,000,000 in any calendar year;

                (viii) the issuance of common stock of the Company to officers,
        directors and employees as part of compensation arrangements;

                (ix) the making by the Company and its Restricted Subsidiaries
        of other Restricted Payments not to exceed $5,000,000 in the aggregate
        since the Closing Date; and

                (x) the making by the Company and its Restricted Subsidiaries of
        Restricted Payments permitted to be made by Section 5.11.

        (c) The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) proposed
to be transferred by the Company or such Subsidiary, as the case may be,
pursuant to the Restricted Payment.

        SECTION 5.03. DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
SUBSIDIARIES. The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, create or otherwise cause or permit to
exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary of the Company to: (a) pay dividends or
make any other distributions to the Company with respect to any Capital Stock of
such Restricted Subsidiary or any other interest or participation in, or
measured by, such Restricted Subsidiary's profits, or pay any Indebtedness or
other obligations owed by such Restricted Subsidiary to the Company or any of
the Company's other Restricted Subsidiaries; (b) make loans or advances to the
Company or any of the Company's other Restricted Subsidiaries; or (c) transfer
any of such Restricted Subsidiary's property or assets to the Company or any of
the Company's other Restricted Subsidiaries, except for such encumbrances or
restrictions existing under or by reason of: (i) existing Indebtedness and
agreements, as in effect at or entered

                                      -37-
<Page>

into on the Closing Date; (ii) the Credit Documents as in effect as of the
Closing Date, and any amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or Refinancings thereof
permitted hereunder, PROVIDED, HOWEVER, that such amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or
Refinancings are not materially more restrictive with respect to such provisions
than those contained in the Credit Documents on the date hereof; (iii) this
Indenture and the Notes; (iv) Applicable Law; (v) any encumbrance or restriction
(1) that restricts in a customary manner the subletting, assignment or transfer
of any property or asset that is subject to a lease, license or similar
contract, or (2) contained in security agreements securing Indebtedness of the
Company or a Restricted Subsidiary to the extent such encumbrance or restriction
restricts the transfer of the property subject to such security agreements; (vi)
capital leases or purchase money obligations for property acquired in the
Ordinary Course of Business that impose restrictions of the nature described in
clause (v) above on the property so acquired; (vii) Permitted Refinancing
Indebtedness; PROVIDED, HOWEVER, that such restrictions contained in the
agreements governing such Permitted Refinancing Indebtedness are not materially
more restrictive than those contained in the agreements governing the
Indebtedness being Refinanced; (viii) any instrument governing Indebtedness,
Capital Stock or assets of a Person acquired by the Company or any of the
Company's Restricted Subsidiaries as in effect at the time of such acquisition
(except to the extent such instrument was created or such Indebtedness was
Incurred in connection with or in contemplation of such acquisition), which
encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person, or the property or assets of the
Person, so acquired, PROVIDED that, in the case of Indebtedness, such
Indebtedness was permitted by the terms of this Indenture to be Incurred; (ix)
secured Indebtedness otherwise permitted to be Incurred pursuant to this
Indenture that limits the right of the debtor thereunder to dispose of the
assets securing such Indebtedness; (x) contracts for the sale of assets,
including without limitation customary restrictions with respect to a Subsidiary
pursuant to an agreement that has been entered into for the sale or disposition
of all or substantially all of the Capital Stock or assets of such Subsidiary;
(xi) restrictions on deposits or minimum net worth requirements imposed by
customers under contracts entered into in the Ordinary Course of Business; (xii)
customary provisions in joint venture agreements, licenses and leases and other
similar agreements entered into in the Ordinary Course of Business; (xiii) any
encumbrance or restriction contained in an agreement evidencing Indebtedness of
a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date
pursuant to Section 5.04; and (xiv) any encumbrances or restrictions of the type
referred to in clauses (a), (b) and (c) above imposed by any amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings of the contracts, instruments or obligations
referred to in clauses (i) through (xiii) above; PROVIDED that such amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are no more restrictive with respect to such
dividend and other payment restrictions than those contained in the dividend or
other payment restrictions prior to such amendment, modification, restatement,
renewal, increase, supplement, refunding, replacement or refinancing.

        SECTION 5.04. INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED
STOCK.

        (a) The Company shall not, and shall not permit any Restricted
Subsidiary to Incur, directly or indirectly, any Indebtedness (including
Acquired Indebtedness) and shall not permit any of its Restricted Subsidiaries
to issue any Preferred Stock; PROVIDED, HOWEVER, that the

                                      -38-
<Page>

Company and its Restricted Subsidiaries may Incur Indebtedness (including
Acquired Indebtedness), and the Restricted Subsidiaries may issue Preferred
Stock, if on the date of such Incurrence and after giving effect thereto, (i)
the Consolidated Adjusted Debt to EBITDA Ratio is less than 6.00 to 1.00 and
(ii) the Consolidated Adjusted Senior Debt to EBITDA Ratio is less than 4.00 to
1.00 (this test being referred to herein as the "Leverage Test"). For the
purpose of the calculation of the Leverage Test, with respect to any period
included in such calculation, Consolidated EBITDA, the components of
Consolidated Interest Expense, and Consolidated Adjusted Debt and Capital
Expenditures shall be calculated with respect to such period by the Company in
good faith on a pro forma basis (including and consistent with Permitted
Adjustments), giving effect to any Permitted Acquisition, Asset Disposition or
Incurrence or redemption or repayment of Indebtedness that has given rise to the
need for such calculation, has occurred during such period or has occurred after
such period and on or prior to the date of such calculation (each a "Subject
Transaction"), including, with regard to Permitted Acquisitions and Asset
Dispositions, by using the historical financial statements of any business so
acquired or to be acquired or sold or to be sold and the consolidated financial
statements of the Company and its Restricted Subsidiaries which shall be
reformulated as if such Subject Transaction, and any Indebtedness Incurred or
redeemed or repaid in connection therewith, had been consummated or Incurred or
redeemed or repaid at the beginning of such period (and assuming that such
Indebtedness bears interest during any portion of the applicable measurement
period prior to the relevant acquisition at the weighted average of the interest
rates applicable to outstanding revolving loans under the Credit Agreement
Incurred during such period).

        (b) The foregoing provisions shall not apply to:

                (i) the Incurrence by the Company and its Restricted
        Subsidiaries of the Existing Indebtedness;

                (ii) the Incurrence by the Company and its Restricted
        Subsidiaries of the Indebtedness represented by the Notes and the
        Guarantees (not including any Additional Notes) and the Exchange Notes
        and the Exchange Guarantees issued in exchange therefor;

                (iii) the Incurrence by the Company or any of its Restricted
        Subsidiaries of Indebtedness represented by (A) Capitalized Lease
        Obligations, mortgage financings or purchase money Indebtedness, in each
        case, Incurred for the purpose of financing all or any part of the
        purchase price or cost of construction, repair, addition to or
        improvement of property, plant or equipment used in the business of the
        Company or such Subsidiary, in an aggregate principal amount, not to
        exceed $120,000,000 at any one time outstanding and (B) other purchase
        money Indebtedness in an aggregate principal amount not to exceed
        (without duplication) $10,000,000 at any one time outstanding;

                (iv) the Incurrence by the Company or any of its Restricted
        Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or
        the net proceeds of which are used to extend, Refinance, renew, replace,
        defease or refund, Indebtedness that was permitted by this Indenture to
        be Incurred by the Company or such Restricted Subsidiary;

                                      -39-
<Page>

                (v) the Incurrence by the Company or any of its Restricted
        Subsidiaries of intercompany Indebtedness (A) between or among the
        Company and any Restricted Subsidiaries of the Company and (B)
        consisting of debits and credits among the Company and its Restricted
        Subsidiaries pursuant to the Centralized Cash Management System;
        PROVIDED, HOWEVER, that (1) any intercompany Indebtedness which is
        borrowed by the Company or a Guarantor from a Restricted Subsidiary that
        is not a Guarantor shall be expressly subordinated to the Notes or such
        Guarantor's Guarantee and (2) (x) any subsequent issuance or transfer of
        Capital Stock that results in any such Indebtedness being held by a
        Person other than the Company or a Restricted Subsidiary of the Company,
        or (y) any sale or other transfer of any such Indebtedness to a Person
        other than the Company or a Restricted Subsidiary of the Company, or a
        lender or agent upon exercise of remedies under a pledge of such
        Indebtedness under the Credit Documents, shall be deemed, in each case
        of the foregoing clauses (2)(x) and (y), to constitute an Incurrence of
        such Indebtedness by the Company or such Restricted Subsidiary, as the
        case may be;

                (vi) the Incurrence by the Company or any of its Restricted
        Subsidiaries of Interest Swap Obligations that are Incurred for the
        purpose of fixing or hedging interest rate risk with respect to any
        floating rate Indebtedness that is permitted by the terms of this
        Indenture to be outstanding;

                (vii) the Incurrence by the Company and its Restricted
        Subsidiaries of Indebtedness evidenced by the Credit Documents (and the
        Guarantees thereof by the Company and the Company's Subsidiaries) in a
        principal amount not exceeding $1,115,600,000 less all amounts used to
        repay Indebtedness under the Credit Agreement pursuant to Section 5.05;
        PROVIDED that, notwithstanding the limitations set forth in this clause
        (vii), in the event of any permanent reduction or repayment of the
        Credit Agreement's revolving facility, the Company and its Restricted
        Subsidiaries shall have the right to obtain additional commitments
        under, and extend the maturity of, such revolving facility (and Incur
        additional revolving Indebtedness pursuant to such additional
        commitments) in an amount not exceeding the amount of such permanent
        reduction; PROVIDED, FURTHER, that the aggregate amount of all such
        additional commitments obtained by the Company and its Restricted
        Subsidiaries since the date of this Indenture does not exceed
        $100,000,000;

                (viii) the Incurrence by the Company or any of its Restricted
        Subsidiaries of Indebtedness under Currency Agreements;

                (ix) the Incurrence by the Company or any of its Restricted
        Subsidiaries of Indebtedness of the Company or any of its Restricted
        Subsidiaries represented by letters of credit for the account of the
        Company or such Restricted Subsidiary, as the case may be, in order to
        provide security for workers' compensation claims, payment obligations
        in connection with self-insurance or similar requirements in the
        Ordinary Course of Business;

                                      -40-
<Page>

                (x) the Incurrence by the Company or any of its Restricted
        Subsidiaries of Indebtedness in respect of performance bonds, bankers'
        acceptances, workers' compensation claims, completion guarantees,
        letters of credit surety or appeal bonds, payment obligations in
        connection with self-insurance or similar obligations Incurred in the
        Ordinary Course of Business;

                (xi) the Guarantee by the Company or any of its Restricted
        Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary
        of the Company that was permitted to be Incurred by another provision of
        this Section 5.04;

                (xii) Indebtedness arising from agreements of the Company or a
        Restricted Subsidiary of the Company providing for indemnification,
        adjustment of purchase price or similar obligations, in each case,
        Incurred in connection with an Asset Disposition permitted by this
        Indenture or other sale or disposition of assets permitted under this
        Indenture;

                (xiii) Indebtedness permitted to be Incurred by Section 5.11;

                (xiv) Indebtedness of a Restricted Subsidiary Incurred and
        outstanding on or prior to the date on which such Restricted Subsidiary
        was acquired by the Company (other than Indebtedness Incurred in
        contemplation of, in connection with, as consideration in, or to provide
        all or any portion of the funds or credit support utilized to
        consummate, the transaction or series of related transactions pursuant
        to which such Restricted Subsidiary became a Subsidiary of or was
        otherwise acquired by the Company); PROVIDED, HOWEVER, that on the date
        that such Restricted Subsidiary is acquired by the Company, the Company
        would have been able to Incur $1.00 of additional Indebtedness under the
        first paragraph of this Section 5.04 pursuant to the Leverage Test after
        giving effect to the Incurrence of such Indebtedness pursuant to this
        clause (xiv);

                (xv) the Incurrence of non-recourse Indebtedness secured only
        by, and with recourse only to, the Spectrum Assets; and

                (xvi) the Incurrence of other Indebtedness not to exceed $100
        million in the aggregate principal amount at any time outstanding.

        (c) For purposes of determining compliance with this Section 5.04, in
the event that an item of Indebtedness meets the criteria of more than one of
the categories of Indebtedness described in clauses (i) through (xvi) of the
immediately preceding paragraph or is entitled to be Incurred pursuant to
Section 5.04(a), the Company shall, in its sole discretion, classify (or later
reclassify) such item of Indebtedness in any manner that complies with this
Section 5.04 and will only be required to include the amount and type of such
Indebtedness in one of such clauses of Section 5.04(b) or pursuant to Section
5.04(a); PROVIDED that Indebtedness outstanding under the Credit Documents as of
the Closing Date shall be deemed to have been Incurred pursuant to clause (vii)
of Section 5.04(b). Accrual of interest, accretion of accreted value,
amortization of original issue discount, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms as the
Indebtedness on which such interest is

                                      -41-
<Page>

being paid and any other issuance of securities paid-in-kind shall not be deemed
to be an Incurrence of Indebtedness for purposes of this Section 5.04, but such
amounts shall be included in Consolidated Adjusted Debt to the extent provided
for in such definition. In addition, the Company may, at any time, change the
classification of an item of Indebtedness (or any portion thereof) to any other
clause of Section 5.04(b) or to Indebtedness properly Incurred under Section
5.04(a), PROVIDED that the Company would be permitted to Incur such item of
Indebtedness (or portion thereof) pursuant to such other clause of Section
5.04(b) or Section 5.04(a), as the case may be, at such time of
reclassification.

        SECTION 5.05. ASSET DISPOSITIONS.

        (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, consummate any Asset Disposition (PROVIDED that the sale, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company and its Restricted Subsidiaries as a whole shall be governed by the
provisions of Article 6 and not by the provisions of this Section 5.05) unless:
(i) the consideration received is at least equal to the fair market value of
such assets (except as the result of (x) any foreclosure or sale by the lenders
under the Credit Documents or (y) Net Proceeds received from an insurer or a
Governmental Authority, as the case may be, in the event of loss, damage,
destruction or condemnation); and (ii) in the case of Asset Dispositions that
are not Permitted Asset Swaps, at least 75% of the consideration thereof
received by the Company or such Restricted Subsidiary is in the form of cash and
Cash Equivalents; PROVIDED, HOWEVER, that for purposes of this Section 5.05(a),
the following are deemed to be cash: (x) any liabilities (as shown on the
Company's or such Restricted Subsidiary's most recent balance sheet) of the
Company or any Restricted Subsidiary that are assumed by the transferee of any
such assets pursuant to any arrangement releasing the Company or such Restricted
Subsidiary from further liability and (y) any securities, notes or other
obligations received by the Company or any such Restricted Subsidiary from such
transferee that are converted by the Company or such Restricted Subsidiary into
cash or Cash Equivalents within 90 days after the Asset Disposition (to the
extent of the cash received).

        (b) Within 365 days after the receipt of any Net Proceeds from an Asset
Disposition, the Company or the Restricted Subsidiary making such Asset
Disposition, as the case may be, may, at its option, apply such Net Proceeds (i)
to permanently reduce Indebtedness Incurred by the Company under the Credit
Agreement or any Indebtedness of the Restricted Subsidiaries of the Company
which are not Guarantors, or to purchase the Notes (with the consent of the
Holders thereof to the extent required) or Indebtedness ranking PARI PASSU with
the Notes (and to correspondingly reduce commitments with respect thereto, to
the extent applicable) or (ii) to the acquisition of a controlling interest in
another business, the making of Capital Expenditures or the investment in or
acquisition of other long-term assets, in each case, in the same or a similar
line of business as the Company and its Subsidiaries engaged in at the time such
assets were sold or in a business reasonably related, complementing or ancillary
thereto or a reasonable expansion thereof. Pending the final application of any
such Net Proceeds, the Company may temporarily reduce revolving credit
Indebtedness under the Credit Agreement or otherwise invest such Net Proceeds in
any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset
Dispositions that are not applied or invested as provided in the first sentence
of this paragraph shall be deemed to constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $15,000,000, the Company shall make
an Asset Sale Offer pursuant to

                                      -42-
<Page>

Section 4.10 to purchase the maximum aggregate principal amount of Notes that
may be purchased out of the Excess Proceeds, at an offer price in cash in an
amount equal to 100% of the outstanding principal amount thereof, plus accrued
and unpaid interest, thereon to the date of purchase, in accordance with the
procedures set forth in Section 4.10; PROVIDED, HOWEVER, that if the Company
elects (or is required by the terms of any other Indebtedness (other than
Subordinated Indebtedness or Disqualified Capital Stock) of the Company), such
Asset Sale Offer may be made ratably to purchase the Notes and other
Indebtedness (other than Subordinated Indebtedness or Disqualified Capital
Stock) of the Company. Upon completion of such offer to purchase, the amount of
Excess Proceeds shall be reset at zero.

        (c) The Company will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to this
provision. To the extent that the provisions of any securities laws or
regulations conflict with this provision, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under this provision by virtue thereof.

        SECTION 5.06. TRANSACTIONS WITH AFFILIATES. The Company will not, and
will not permit any Restricted Subsidiary to, directly or indirectly, enter into
or permit to exist any transaction (including the purchase, sale, lease or
exchange of any property or the rendering of any management, consulting,
investment banking, advisory or other services) with any Affiliate of the
Company (each an "Affiliate Transaction"), except:

        (a) the performance of any agreements as in effect as of the Closing
Date or the consummation of any transaction contemplated thereby (including
pursuant to any amendment thereto so long as any such amendment is not
disadvantageous to the Holders of the Notes in any material respect);

        (b) transactions (i) the terms of which are not materially less
favorable to the Company or such Restricted Subsidiary than would be obtained in
a comparable arm's length transaction with a Person that is not an Affiliate of
the Company and (ii) with respect to which the Company delivers to the Trustee
(A) with respect to any Affiliate Transaction involving aggregate consideration
in excess of $10,000,000, a resolution of the Board of Directors of the Company
set forth in an Officers' Certificate certifying that such Affiliate transaction
complies with clause (i) above and that such Affiliate Transaction has been
approved by a majority of the disinterested members of the Board of Directors of
the Company, and (B) with respect to any Affiliate Transaction or series of
Affiliate Transactions (other than any Affiliate Transaction with Cincinnati
Bell Technology Solutions Inc.) involving in excess of $30,000,000, an opinion
as to the fairness of such Affiliate Transaction to the Company from a financial
point of view issued by an Independent Qualified Party;

        (c) payment of customary compensation to officers, employees,
consultants and investment bankers for services actually rendered to the Company
or such Restricted Subsidiary, including indemnity;

        (d) payment of director's fees plus expenses and customary
indemnification of directors;

                                      -43-
<Page>

        (e) the payment of the fees, expenses and other amounts payable by the
Company and its Restricted Subsidiaries in connection with the offering of the
Notes;

        (f) Restricted Payments permitted by Section 5.02 and Permitted
Investments;

        (g) transactions (x) between or among the Company and its Restricted
Subsidiaries, (y) between and among the Restricted Subsidiaries and (z) between
or among the Company and/or its Subsidiaries pursuant to the Centralized Cash
Management System;

        (h) any licensing agreement or similar agreement entered into in the
Ordinary Course of Business relating to the use of technology or intellectual
property between any of the Company and its Subsidiaries, on the one hand, and
any company or other Person which is an Affiliate of the Company or its
subsidiaries by virtue of the fact that Person has made an Investment in or owns
any Capital Stock of such company or other Person which are fair to the Company
or its Restricted Subsidiaries, in the reasonable determination of the Board of
Directors, or are on terms at least as favorable as might reasonably have been
obtained at such time from an unaffiliated party;

        (i) the issuance of payments, awards or grants, in cash or otherwise,
pursuant to, or the funding of, employment arrangements approved by the Board of
Directors of the Company in good faith and customary loans and advances to
employees of the Company, or any Restricted Subsidiary of the Company to the
extent otherwise permitted in this Indenture;

        (j) sale of services by the BRCOM Group to the Company and its
Restricted Subsidiaries, so long as the prices for such services are consistent
with past practices, are upon terms which are not less favorable to the Company
or such Restricted Subsidiary than would be obtained in a comparable arm's
length transaction with a Person that is not an Affiliate of the Company and are
based on rate cards and wholesale prices approved semiannually by the Board of
Directors; and

        (k) transactions permitted under Sections 5.06(f) and 5.06(k) of the 16%
Notes Indenture, as such Sections may be amended from time to time, and
transactions described in the Offering Circular dated July 2, 2003 relating to
the offering of the Notes under the heading "Relationship Between Cincinnati
Bell and BRCOM - Intercompany Arrangements."

        SECTION 5.07. LIMITATION ON LIENS. The Company shall not, and shall not
permit any Restricted Subsidiary to, directly or indirectly, Incur or permit to
exist any Lien (other than (a) Liens securing the Guarantee by the Company and
the Restricted Subsidiaries of Indebtedness Incurred and other Obligations under
the Credit Documents and (b) Permitted Liens) on any asset now owned or
hereafter acquired to secure any Indebtedness of the Company or such Restricted
Subsidiary; PROVIDED that the Company or any Restricted Subsidiary may create,
incur or assume Liens to secure any Indebtedness or a Guarantee thereof, so long
as concurrently with the incurrence or assumption of such Lien the Company or
such Restricted Subsidiary effectively provides that the Notes shall be secured
equally and ratably with (or prior and senior to, in the case of Liens with
respect to Subordinated Indebtedness) such Indebtedness, so long as such
Indebtedness shall be so secured.

                                      -44-

<Page>

        SECTION 5.08. LIMITATION ON ISSUANCES AND SALES OF CAPITAL STOCK OF
SUBSIDIARIES. The Company shall not, and shall not permit any Restricted
Subsidiary to, transfer, convey, sell, issue, lease or otherwise dispose of any
Capital Stock of any Restricted Subsidiary to any Person (other than to the
Company or another Restricted Subsidiary of the Company), unless such transfer,
conveyance, sale, lease or other disposition shall be made in accordance with
the provisions of Section 5.05, including the provisions of Section 5.05
governing the application of Net Proceeds from such transfer, conveyance, sale,
lease or other disposition; PROVIDED, HOWEVER, that this Section 5.08 shall not
restrict any pledge of Capital Stock of the Company and its Restricted
Subsidiaries securing Indebtedness under the Credit Documents or other
Indebtedness permitted to be secured by Section 5.07.

        SECTION 5.09. [INTENTIONALLY OMITTED].

        SECTION 5.10. CONDUCT OF BUSINESS. The Company shall not, and shall not
permit any of its Subsidiaries, directly or indirectly, to engage in any
business other than business of the type engaged in at the date hereof and any
business reasonably related, complementing or ancillary thereto or a reasonable
expansion thereof.

        SECTION 5.11. RESTRICTIONS ON DEALINGS WITH BRCOM GROUP. For as long as
the 16% Notes are outstanding, the Notes shall be governed by Section 5.11 of
the 16% Notes Indenture, as such section may be amended or as compliance with
such section may be waived, from time to time.

        SECTION 5.12. SALE OF ASSETS OF THE BRCOM GROUP. Notwithstanding any
provision contained in this Indenture, the execution and delivery of the
Agreement for the Purchase and Sale of Assets dated as of February 22, 2003, as
amended on June 6, 2003 and June 13, 2003 (the "BCSI Purchase Agreement") by and
between BCSI, BCSIVA Inc. (f/k/a Broadwing Communications Services of Virginia,
Inc.), Broadwing Communications Real Estate Services LLC, BRWSVCS LLC (f/k/a
Broadwing Services LLC), IXC Business Services LLC, BRWL LLC (f/k/a Broadwing
Logistics LLC), BTI Inc. (f/k/a Broadwing Telecommunications Inc.), IXC Internet
Services, Inc., and MSM Associates, Limited Partnership, on the one side, and C
III Communications, LLC, and C III Communications Operations, LLC, on the other
side, and the performance by the Company and its Subsidiaries of all
transactions contemplated thereby shall be permitted by, and shall not
constitute a Default or Event of Default under, this Indenture.

        SECTION 5.13. 16% NOTES INDENTURE AND 16% NOTES. Nothing in this
Indenture will limit the ability of the Company to amend the terms of the 16%
Notes or the 16% Notes Indenture, including by amending Sections 5.06(f),
5.06(k), 4.11, 5.11 or 5.12 of the 16% Notes Indenture; PROVIDED that the
foregoing shall not be deemed to be a consent of the holders of the Notes to any
amendment of the subordination provisions of the 16% Notes or the 16% Notes
Indenture.

                                      -45-

<Page>

                                   ARTICLE 6

                               SUCCESSOR COMPANY

        Notwithstanding anything in this Indenture to the contrary:

        SECTION 6.01. MERGER, CONSOLIDATION, OR SALES OF ASSETS OF THE COMPANY.
The Company shall not consolidate with or merge with or into (whether or not the
Company is the surviving corporation), or directly and/or indirectly through its
Subsidiaries sell, assign, transfer, lease, convey or otherwise dispose of all
or substantially all of the properties and assets of the Company and its
Restricted Subsidiaries taken as a whole in one or more related transactions, to
any other Person, unless:

        (a) the resulting, surviving or transferee Person (the "Successor
Company") shall be a corporation organized and existing under the laws of the
United States of America, any State thereof or the District of Columbia and the
Successor Company (if not the Company) shall expressly assume, by a supplemental
indenture hereto, executed and delivered to the Trustee, in form satisfactory to
the Trustee, all the Obligations of the Company under the Notes and this
Indenture;

        (b) immediately after giving effect to such transaction (and treating
any Indebtedness which becomes an obligation of the Successor Company or any
Restricted Subsidiary as a result of such transaction as having been Incurred by
the Successor Company or such Restricted Subsidiary at the time of such
transaction), no Default shall have occurred and be continuing;

        (c) immediately after giving effect to such transaction, the Successor
Company would be able to Incur an additional $1.00 of Indebtedness pursuant to
Section 5.04(a); and

        (d) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or transfer and such supplemental indenture (if any) are permitted by and
comply with this Indenture.

        Notwithstanding the foregoing, any Restricted Subsidiary may consolidate
with, merge into or transfer all or part of its properties and assets to the
Company or any Guarantor, and the Company may merge with an Affiliate
incorporated solely for the purpose of reincorporating the Company in another
jurisdiction to realize tax or other benefits.

        The restrictions contained in this Section 6.01 shall not apply to any
disposition of properties or assets of the BRCOM Group.

        SECTION 6.02. SUCCESSOR COMPANY SUBSTITUTED. The Successor Company shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture, but the predecessor Company in the case of a
conveyance, transfer or lease of all or substantially all its assets shall not
be released from the obligation to pay the principal of and interest on the
Notes.

                                      -46-
<Page>

                                   ARTICLE 7

                      EVENTS OF DEFAULT; REMEDIES SECTION

        SECTION 7.01. EVENTS OF DEFAULT. An Event of Default shall exist upon
the occurrence of any of the following specified events (each an "Event of
Default"):

        (a) a default in any payment of interest on any Note when due and
payable or in any payment of Additional Interest and such default continues for
a period of 30 days;

        (b) a default in any payment of principal of any Note when due and
payable at its Stated Maturity, upon required redemption or repurchase, upon
declaration or otherwise;

        (c) the failure of the Company or any Subsidiary to comply with its
obligations under Article 6 of this Indenture;

        (d) the failure by the Company or any Subsidiary to comply with any of
its obligations under Section 4.02, 4.09 (other than a failure to purchase
Notes), 4.11, 4.13 or Article 5 of this Indenture and such failure continues for
30 days after a Notice of Default;

        (e) the failure by the Company or any Subsidiary to comply with its
other agreements contained in the Notes or this Indenture and such failure
continues for 60 days after a Notice of Default;

        (f) the failure by the Company or any Subsidiary to pay any Indebtedness
within any applicable grace period after final maturity or the acceleration of
any such Indebtedness by the holders thereof because of a default if the total
amount of such Indebtedness unpaid or accelerated exceeds $20,000,000 or its
foreign currency equivalent;

        (g) the rendering of any judgment or decree for the payment of money in
excess of $30,000,000 or its foreign currency equivalent against the Company or
a Subsidiary if such judgment or decree remains outstanding for a period of 60
days following such judgment and is not discharged, waived or stayed, and is not
adequately covered by insurance or indemnities which have been cash
collateralized;

        (h) the Company or any Significant Subsidiary, within the meaning of
Bankruptcy Law:

                (i) commences a voluntary case or proceeding,

                (ii) consents to the entry of a decree or order for relief
        against it in an involuntary case or proceeding or to the commencement
        of any case or proceeding against it,

                (iii) consents to the filing of a petition or to the appointment
        of or taking possession by a Custodian (as defined below) of it or for
        all or any substantial part of its property,

                                      -47-

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                (iv) makes or consents to the making of a general assignment for
        the benefit of its creditors, or

                (v) generally is not paying, or admits in writing that it is not
        able to pay its debts as they become due; or

        (i) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:

                (i) is for relief against the Company or any of its Significant
        Subsidiaries in an involuntary case or proceeding;

                (ii) appoints a Custodian of the Company or any of its
        Significant Subsidiaries or for all or any substantial part of the
        property of the Company or any of its Subsidiaries or approves as
        properly filed a petition seeking reorganization, arrangement,
        adjustment or composition of or in respect of any of the foregoing; or

                (iii) orders the winding up or liquidation of the Company or any
        of its Significant Subsidiaries or adjudges any of them as bankrupt or
        insolvent.

        The term "Custodian" means any custodian, receiver, trustee, assignee,
liquidator, sequestrator or similar official under any Bankruptcy Law.

        The foregoing will constitute Events of Default whatever the reason for
any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body.

        However, a default under Sections 7.01 (d) or (e) will not constitute an
Event of Default until the Trustee notifies the Company or the Holders of at
least 25% in principal amount of the outstanding Notes notify the Company and
the Trustee of the default and the Company does not cure such default within the
time specified in clauses 7.01 (d) or (e) after receipt of such notice.

        SECTION 7.02. ACCELERATION. If an Event of Default (other than an Event
of Default specified in Section 7.01(h) or (i) with respect to the Company)
occurs and is continuing, the Trustee or the Holders of 25% or more in principal
amount of the then outstanding Notes, may, by notice to the Company, declare the
principal of and accrued but unpaid interest and any Additional Interest on all
the Notes to be due and payable. Upon such a declaration, such principal and
interest will be due and payable immediately. If an Event of Default specified
in Section 7.01(h) or (i) with respect to the Company occurs, the principal of
and interest on all the Notes will become immediately due and payable without
any declaration or other act on the part of the Trustee or any Holders. The
Holders of a majority in principal amount of the outstanding Notes by written
notice to the Trustee may rescind any such acceleration with respect to the
Notes and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have been cured or
waived except nonpayment of principal of or interest on Notes that has become
due solely because of such acceleration. No such rescission shall affect any
subsequent Default or impair any right consequent thereto.

                                      -48-
<Page>

        The Company shall give prompt notice (which in any event shall be within
five (5) Business Days of the event) to the Trustee and the Holders of the
occurrence of any Event of Default and the rescission, cure or waiver of any
Event of Default.

        SECTION 7.03. OTHER REMEDIES. Notwithstanding any other provision of
this Indenture, if an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal of or interest
on the Notes or to enforce the performance of any provision of the Notes or this
Indenture.

        The Trustee may maintain a proceeding in its own name and as trustee of
an express trust even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any
Holder in exercising any right or remedy accruing upon an Event of Default shall
not impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative.

        SECTION 7.04. WAIVER OF PAST DEFAULTS. The Holders of a majority in
principal amount of the Notes by written notice to the Trustee may waive an
existing Default and its consequences except (a) a Default in the payment of
principal of or interest on a Note, (b) a Default arising from the failure to
redeem or purchase any Note when required pursuant to the terms of this
Indenture or (c) a Default in respect of a provision that under Section 11.02
cannot be amended without the consent of each Holder affected. When a Default is
waived, it is deemed cured, but no such waiver shall extend to any subsequent or
other Default or impair any consequent right.

        SECTION 7.05. CONTROL BY MAJORITY. The Holders of a majority in
principal amount of the outstanding Notes may direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. The Trustee, however,
may refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 8.01, that the Trustee determines is unduly prejudicial to
the rights of other Holders or would involve the Trustee in personal liability;
PROVIDED, HOWEVER, that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction. Prior to taking any
action hereunder, the Trustee shall be entitled to indemnification satisfactory
to it in its sole discretion against all losses and expenses caused by taking or
not taking such action.

        SECTION 7.06. LIMITATION ON SUITS.

        (a) Except to enforce the right to receive payment of principal of or
interest on the Notes when due, no Holder may pursue any remedy with respect to
this Indenture or the Notes unless:

                (i) the Holder has previously given to the Trustee written
        notice stating that an Event of Default has occurred and is continuing;

                (ii) the Holders of at least 25% in principal amount of the
        outstanding Notes make a written request to the Trustee to pursue the
        remedy;

                                      -49-

<Page>

                (iii) such Holder or Holders offer to the Trustee security or
        indemnity against any loss, liability or expense;

                (iv) the Trustee does not comply with the request within 60 days
        after receipt of the request and the offer of security or indemnity; and

                (v) the Holders of a majority in principal amount of the
        outstanding Notes have not given the Trustee a direction inconsistent
        with the request during such 60 day period.

        (b) A Holder may not use this Indenture to prejudice the rights of
another Holder or to obtain a preference or priority over another Holder.

        SECTION 7.07. RIGHTS OF HOLDERS TO RECEIVE PAYMENT. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
principal of and any Additional Interest and interest on the Notes held by such
Holder, on or after the respective due dates expressed or provided for in the
Notes, or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.

        SECTION 7.08. COLLECTION SUIT BY TRUSTEE. If an Event of Default
specified in Section 7.01(a) or (b) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company or any other obligor on the Notes for the whole amount then due and
owing (together with interest on overdue portion of the principal amount and (to
the extent lawful) on any unpaid interest at the rate provided for in the Notes)
and the amounts provided for in Section 8.07.

        SECTION 7.09. TRUSTEE MAY FILE PROOFS OF CLAIM. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Holders allowed in
any judicial proceedings relative to the Company or any Subsidiary, their
creditors or their property and, unless prohibited by law or applicable
regulations, may vote on behalf of the Holders in any election of a trustee in
bankruptcy or other Person performing similar functions, and any Custodian in
any such judicial proceeding is hereby authorized by each Holder to make
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 8.07.

        SECTION 7.10. PRIORITIES. If the Trustee collects any money or property
pursuant to this Article 7, it shall pay out the money or property in the
following order:

        FIRST: to the Trustee for its fees (excluding expenses and indemnities)
due under Section 8.07;

        SECOND: to the Trustee for amounts (other than those set forth in clause
FIRST) due under Section 8.07;

                                      -50-

<Page>

        THIRD: to Holders for amounts due and unpaid on the Notes for principal
and interest, ratably, and any Additional Interest without preference or
priority of any kind, according to the amounts due and payable on the Notes for
principal, any Additional Interest and interest, respectively; and

        FOURTH: to the Company. The Trustee may fix a record date and payment
date for any payment to Holders pursuant to this Section 7.10. At least 15 days
before such record date, the Trustee shall mail to each Holder and the Company a
notice that states the record date, the payment date and amount to be paid.

        SECTION 7.11. UNDERTAKING FOR COSTS. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant. This Section 7.11 does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 7.06 or a suit by Holders of
more than 10% in principal amount of the Notes.

                                   ARTICLE 8

                                    TRUSTEE

        SECTION 8.01. DUTIES OF TRUSTEE.

        (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise the rights and powers vested in it by this Indenture and use the
same degree of care and skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

        (b) Except during the continuance of an Event of Default:

                (i) the Trustee undertakes to perform such duties and only such
        duties as are specifically set forth in this Indenture and no implied
        covenants or obligations shall be read into this Indenture against the
        Trustee; and

                (ii) in the absence of bad faith on its part, the Trustee may
        conclusively rely, as to the truth of the statements and the correctness
        of the opinions expressed therein, upon certificates or opinions
        furnished to the Trustee and conforming to the requirements of this
        Indenture. However, the Trustee shall examine the certificates and
        opinions to determine whether or not they conform to the requirements of
        this Indenture.

                                      -51-

<Page>

        (c) The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct, except
that:

                (i) this paragraph does not limit the effect of Section 8.01(b);

                (ii) the Trustee shall not be liable for any error of judgment
        made in good faith by a Trust Officer unless it is proved that the
        Trustee was negligent in ascertaining the pertinent facts; and

                (iii) the Trustee shall not be liable with respect to any action
        it takes or omits to take in good faith in accordance with a direction
        received by it pursuant to Section 7.05.

        (d) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur financial liability in the performance
of any of its duties hereunder or in the exercise of any of its rights or
powers.

        (e) Every provision of this Indenture that in any way relates to the
Trustee is subject to Sections 8.01(a), 8.01(b) and 8.01(c).

        (f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company.

        (g) Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.

        (h) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall extend
to the Registrar, Notes Custodian, Paying Agent and an authenticating agent and
be subject to the provisions of this Section 8.01 and to the provisions of the
TIA.

        SECTION 8.02. RIGHTS OF TRUSTEE.

        (a) The Trustee may rely on any document believed by it to be genuine
and to have been signed or presented by the proper person. The Trustee need not
investigate any fact or matter stated in the document.

        (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on the
Officers' Certificate or Opinion of Counsel.

        (c) The Trustee may act through agents and shall not be responsible for
the misconduct or negligence of any agent appointed with due care.

        (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its rights or
powers; PROVIDED, HOWEVER, that the Trustee's conduct does not constitute
willful misconduct or negligence.

                                      -52-

<Page>

        (e) The Trustee may consult with counsel, and the advice or opinion of
counsel with respect to legal matters relating to this Indenture and the Notes
shall be full and complete authorization and protection from liability in
respect to any action taken, omitted or suffered by it hereunder in good faith
and in accordance with the advice or opinion of such counsel.

        (f) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, debenture,
note or other paper or document or as to whether or not an Event of Default
shall have occurred unless requested in writing to do so by the Holders of not
less than a majority in principal amount of the Notes at the time outstanding,
but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney.

        (g) The permissive rights of the Trustee to do things enumerated in this
Indenture shall not be construed as a duty unless so specified herein.

        (h) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders, pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred
therein or thereby.

        SECTION 8.03. INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not Trustee. Any Paying Agent, Registrar or co-paying
agent may do the same with like rights. However, the Trustee must comply with
Sections 8.10 and 8.11.

        SECTION 8.04. TRUSTEE'S DISCLAIMER. The Trustee shall not be responsible
for and makes no representation as to the validity, priority or adequacy of this
Indenture, or the Notes, it shall not be accountable for the Company's use of
the proceeds from the Notes, and it shall not be responsible for any statement
of the Company in this Indenture or in any document issued in connection with
the sale of the Notes or in the Notes other than the Trustee's certificate of
authentication. The Trustee shall not be responsible for any conduct or omission
by the Company or the occurrence of any Event of Default.

        SECTION 8.05. NOTICE OF DEFAULTS. If a Default occurs and is continuing
and is known to the Trustee, the Trustee shall mail to each Holder notice of the
Default ("Notice of Default") within 30 days after it is known to a Trust
Officer or written notice of it is received by the Trustee. Except in the case
of a Default in payment of principal, premium (if any) of or interest on any
Note (including payments pursuant to the redemption provisions of such Note),
the Trustee may withhold notice if and so long as a committee of its Trust
Officers in good faith determines that withholding notice is in the interests of
the Holders. If a Notice of Default has been given to the Company by the
Holders, a copy of such Notice of Default shall be delivered by the Company to
the Trustee. Except as expressly provided herein, the Trustee shall not be bound
to

                                      -53-
<Page>

ascertain or inquire as to the performance or observance of any of the terms,
conditions, covenants or agreements herein, in any other Transaction Document or
in any of the documents executed in connection with the Notes, or as to the
existence of a Default or Event of Default hereunder or thereunder, and may
assume that no such Default or Event of Default has occurred unless it has
actual knowledge or received written notice thereof.

        SECTION 8.06. REPORTS BY TRUSTEE TO HOLDERS. As promptly as practicable
after each year beginning with the year 2004 following the date of this
Indenture, and in any event prior to February 1 in each year, the Trustee shall
mail (if required by Section 313(a) of the TIA) to each Holder a brief report
dated as of the preceding year that complies with Section 313(a) of the TIA. The
Trustee shall also comply with Section 313(b) of the TIA.

        A copy of each report at the time of its mailing to Holders shall be
filed with the Commission and each stock exchange (if any) on which the Notes
are listed. The Company agrees to notify promptly the Trustee whenever the Notes
become listed on any stock exchange and of any delisting thereof.

        SECTION 8.07. COMPENSATION AND INDEMNITY. The Company shall pay to the
Trustee from time to time compensation for its services as may be agreed to
between the Trustee and the Company in writing. The Trustee's compensation shall
not be limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection, in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation and expenses, disbursements and advances of the
Trustee's agents, counsel, accountants and experts. The Company shall indemnify
the Trustee against any and all loss, liability or expense (including reasonable
and documented attorneys' fees) incurred by or in connection with the
administration of this trust and the performance of its duties hereunder. The
Trustee shall notify the Company of any claim for which it may seek indemnity
promptly upon obtaining actual knowledge thereof; PROVIDED, HOWEVER, that any
failure so to notify the Company shall not relieve the Company of its indemnity
obligations hereunder. The Company shall defend the claim and the indemnified
party shall provide reasonable cooperation at the Company's expense in the
defense. Such indemnified parties may have separate counsel and the Company
shall pay the fees and expenses of such counsel; PROVIDED, HOWEVER, that the
Company shall not be required to pay such fees and expenses if it assumes such
indemnified parties' defense and, in such indemnified parties' reasonable
judgment, there is no conflict of interest between the Company and such parties
in connection with such defense; PROVIDED, FURTHER, HOWEVER, that the selection
of the Company's counsel shall be reasonably acceptable to the Trustee. The
Company need not reimburse any expense or indemnify against any loss, liability
or expense incurred by an indemnified party through such party's own willful
misconduct or negligence.

        To secure the Company's payment obligations in this Section 8.07, the
Trustee shall have a lien prior to the Notes on all money or property held or
collected by the Trustee other than money or property held in trust to pay
principal of and interest and Additional Interest, if any, on particular Notes.

        The Company's obligations pursuant to this Section 8.07 shall survive
the satisfaction or discharge of this Indenture, any rejection or termination of
this Indenture under any

                                      -54-
<Page>

bankruptcy law or the resignation or removal of the Trustee. Without prejudice
to any other rights available to the Trustee under applicable law, when the
Trustee incurs expenses after the occurrence of a Default specified in Section
7.01(h) and (i) with respect to the Company or any of its Subsidiaries, the
expenses are intended to constitute expenses of administration under the
Bankruptcy Law.

        All indemnifications and releases from liability granted hereunder to
the Trustee shall extend to its officers, directors, employees, agents,
successors and assigns.

        SECTION 8.08. REPLACEMENT OF TRUSTEE.

        (a) The Trustee may resign at any time by so notifying the Company in
writing in accordance with the provisions of Section 12.02. Any resignation of
the Trustee shall be effective immediately upon receipt by the Company of such
notice (unless such notice shall specify a later time as the effective time of
such resignation, in which case such later time shall be the effective time),
and the resignation of the Trustee shall not prejudice any rights of the Trustee
to receive any compensation, any reimbursement of any expenses or any indemnity
or right to being defended and held harmless under this Indenture. The Holders
of a majority in principal amount of the Notes may remove the Trustee by so
notifying the Trustee and may appoint a successor Trustee. The Company shall
remove the Trustee if:

                (i) the Trustee fails to comply with Section 8.10;

                (ii) the Trustee is adjudged bankrupt or insolvent;

                (iii) a receiver or other public officer takes charge of the
        Trustee or its property; or

                (iv) the Trustee otherwise becomes incapable of acting.

        (b) If the Trustee resigns, is removed by the Company or by the Holders
of a majority in principal amount of the Notes and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee.

        (c) A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the lien provided for
in Section 8.07.

        (d) If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee or the Holders of
10% in principal amount of the Notes may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

                                      -55-
<Page>

        (e) If the Trustee fails to comply with Section 8.10, unless the
Trustee's duty to resign is stayed as provided in TIA ss. 310(b), any Holder who
has been a bona fide Holder of a Note for at least six months may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

        (f) Notwithstanding the replacement of the Trustee pursuant to this
Section 8.08, the Company's obligations under Section 8.07 shall continue for
the benefit of the retiring Trustee.

        SECTION 8.09. SUCCESSOR TRUSTEE BY MERGER. If the Trustee consolidates
with, merges or converts into, or transfers or sells all or substantially all
its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

        In case at the time such successor or successors by merger, conversion,
sale or consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Notes shall have been authenticated but not delivered, any
such successor to the Trustee may adopt the certificate of authentication of any
predecessor trustee, and deliver such Notes so authenticated; and in case at
that time any of the Notes shall not have been authenticated, any successor to
the Trustee may authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor to the Trustee; and in all such cases
such certificates shall have the full force which it is anywhere in the Notes or
in this Indenture provided that the certificate of the Trustee shall have.

        SECTION 8.10. ELIGIBILITY; DISQUALIFICATION. The Trustee shall at all
times satisfy the requirements of TIA ss. 310(a). The Trustee shall have, or in
the case of a corporation included in a bank holding company system, the related
bank holding company shall have, a combined capital and surplus of at least
$100,000,000 as set forth in its most recent published annual report of
condition. The Trustee shall comply with TIA ss. 310(b), subject to its right to
apply for a stay of its duty to resign under the penultimate paragraph of TIA
ss. 310(b); PROVIDED, HOWEVER, that there shall be excluded from the operation
of TIA ss. 310(b)(1) any indenture or indentures under which other securities or
certificates of interest or participation in other securities of the Company are
outstanding if the requirements for such exclusion set forth in TIA ss.
310(b)(1) are met.

        SECTION 8.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY. The
Trustee shall comply with TIA ss. 311(a), excluding any creditor relationship
listed in TIA ss. 311(b). A Trustee who has resigned or been removed shall be
subject to TIA ss. 311(a) to the extent indicated.

        SECTION 8.12. APPOINTMENT OF CO-TRUSTEE. It is the purpose of this
Indenture that there shall be no violation of any law of any jurisdiction
(including the law of the State of New York) denying or restricting the right of
banking corporations or associations to transact business as trustee in such
jurisdiction. It is recognized that, in case of litigation under this Indenture,
and in particular in the case of the enforcement thereof on default, or in the
case the Trustee deems that by reason of any present or future law of any
jurisdiction it may not exercise any of the powers, rights or remedies herein
granted to the Trustee or hold title to the properties,

                                      -56-
<Page>

in trust, as herein granted, or take any action which may be desirable or
necessary in connection therewith, it may be necessary that an additional
individual or institution act as a separate or Co-Trustee.

        In the event that the Trustee shall appoint an additional individual or
institution as a separate or Co-Trustee, each and every remedy, power, right,
claim, demand, cause of action, immunity, estate, title, interest and lien
expressed or intended by this Indenture to be exercised by or vested in or
conveyed to the Trustee with respect thereto shall be exercisable by and vest in
such separate or Co-Trustee, but only to the extent necessary to enable any
separate or such separate or Co-Trustee to exercise such powers, rights and
remedies, and every covenant and obligation necessary to the exercise thereof by
any separate or such separate or Co-Trustee shall run to and be enforceable by
either of them.

        Should any instrument in writing from the Company be required by the
separate or Co-Trustee so appointed by the Trustee for more fully and certainly
vesting in and confirming to it such estates, property, rights, powers, trusts,
duties, and obligations, any and all such instruments in writing shall, on
request, be executed, acknowledged and delivered by the Company. In case the
Co-Trustee or a successor to either shall die or become incapable of acting,
resign, or be removed, all the estates, properties, rights, powers, trusts,
duties and obligations of any separate or such separate or Co-Trustee, so far as
permitted by law, shall vest in and be exercised by the Trustee until the
appointment by the Trustee of a successor to any separate or such separate or
Co-Trustee or a new separate or Co-Trustee. Any separate or Co- Trustee
appointed by the Trustee pursuant to this section may be removed by the Trustee
, in which case all powers, rights and remedies vested in the separate or
Co-Trustee shall again vest in the Trustee as if no such appointment as a
separate or Co-Trustee had been made.

                                   ARTICLE 9

                   DISCHARGE OF INDENTURE; DEFEASANCE SECTION

        SECTION 9.01. DISCHARGE OF LIABILITY ON NOTES; DEFEASANCE.

        (a) When (i) all outstanding Notes (other than Notes replaced or paid
pursuant to Section 2.07) have been canceled or delivered to the Trustee for
cancellation or (ii) all outstanding Notes have become due and payable, whether
at maturity or as a result of the mailing of a notice of redemption pursuant to
Article 3 hereof, and the Company irrevocably deposits with the Trustee funds in
an amount sufficient, or U.S. Government Obligations, the principal of and
interest on which will be sufficient, or a combination thereof sufficient, in
the written opinion of a nationally recognized firm of independent public
accountants delivered to the Trustee (which delivery shall only be required if
U.S. Government Obligations have been so deposited), to pay the principal amount
of and interest on the outstanding Notes when due at maturity or upon redemption
of all outstanding Notes, including interest thereon to maturity or such
Redemption Date (other than Notes replaced or paid pursuant to Section 2.07),
and Additional Interest, if any, and if in either case the Company pays all
other sums payable hereunder by the Company, then this Indenture shall, subject
to Section 9.01(c), cease to be of further effect. The Trustee shall

                                      -57-
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acknowledge satisfaction and discharge of this Indenture on demand of the
Company accompanied by an Officers' Certificate and an Opinion of Counsel and at
the cost and expense of the Company.

        (b) Subject to Sections 9.01(c) and 9.02, the Company at any time may
terminate (i) all of its obligations under the Notes and this Indenture ("legal
defeasance option") or (ii) its obligations under Article 4 and Article 5, and
the operation of Sections 6.01(c), 7.01(f), 7.01(g), 7.01(h) (with respect to
Significant Subsidiaries) and 7.01 (i) (with respect to Significant
Subsidiaries) ("covenant defeasance option"). The Company may exercise its legal
defeasance option notwithstanding its prior exercise of its covenant defeasance
option.

        In the event that the Company exercises its legal defeasance option or
its covenant defeasance option, each Guarantor will be released from all of its
obligations with respect to its Guarantee.

        If the Company exercises its legal defeasance option, payment of the
Notes may not be accelerated because of an Event of Default. If the Company
exercises its covenant defeasance option, payment of the Notes may not be
accelerated because of an Event of Default specified in Section 7.01(d),
7.01(f), 7.01(g), 7.01(h) (with respect only to Significant Subsidiaries) or
7.01(i) (with respect only to Significant Subsidiaries) or the failure of the
Company to comply with Section 6.01(c).

        Upon satisfaction of the conditions set forth herein and upon request of
the Company, the Trustee shall acknowledge in writing the discharge of those
obligations that the Company terminates.

        (c) Notwithstanding clauses (a) and (b) above, the Company's obligations
in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 8.07, 8.08 and in this Article 9 shall
survive until the Notes have been paid in full. Thereafter, the Company's
obligations in Sections 8.07, 9.05 and 9.06 shall survive.

        SECTION 9.02. CONDITIONS TO DEFEASANCE.

        (a) The Company may exercise its legal defeasance option or its covenant
defeasance option only if:

                (i) the Company irrevocably deposits in trust with the Trustee
        money in an amount sufficient, or U.S. Government Obligations the
        principal of and interest on which will be sufficient, or a combination
        thereof sufficient, to pay the principal of and interest on the Notes
        when due at maturity or redemption, as the case may be, including
        interest thereon to maturity or such Redemption Date and Additional
        Interest, if any;

                (ii) the Company delivers to the Trustee a certificate from a
        nationally recognized firm of independent accountants expressing their
        opinion that the payments of principal and interest when due and without
        reinvestment on the deposited U.S. Government Obligations plus any
        deposited money without investment will provide cash at such times and
        in such amounts as will be sufficient to

                                      -58-
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        pay principal and interest when due on all the Notes to maturity or
        redemption, as the case may be;

                (iii) 123 days pass after the deposit is made and during the
        123-day period no Default specified in Section 7.01(h) and (i) with
        respect to the Company occurs which is continuing at the end of the
        period;

                (iv) the Company delivers to the Trustee an Opinion of Counsel
        to the effect that the trust resulting from the deposit does not
        constitute, or is qualified as, a regulated investment company under the
        Investment the Company Act of 1940;

                (v) in the case of the legal defeasance option, the Company
        shall have delivered to the Trustee an Opinion of Counsel stating that
        (1) the Company has received from, or there has been published by, the
        Internal Revenue Service a ruling, or (2) since the date of this
        Indenture there has been a change in the applicable Federal income tax
        law, in either case to the effect that, and based thereon such Opinion
        of Counsel shall confirm that, the Holders will not recognize income,
        gain or loss for Federal income tax purposes as a result of such
        defeasance and will be subject to Federal income tax on the same
        amounts, in the same manner and at the same times as would have been the
        case if such defeasance had not occurred;

                (vi) in the case of the covenant defeasance option, the Company
        shall have delivered to the Trustee an Opinion of Counsel to the effect
        that the Holders will not recognize income, gain or loss for Federal
        income tax purposes as a result of such covenant defeasance and will be
        subject to Federal income tax on the same amounts, in the same manner
        and at the same times as would have been the case if such covenant
        defeasance had not occurred; and

                (vii) the Company delivers to the Trustee an Officers'
        Certificate and an Opinion of Counsel, each stating that all conditions
        precedent to the defeasance and discharge of the Notes as contemplated
        by this Article 9 have been complied with.

        (b) Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Notes at a future date in
accordance with Article 3.

        SECTION 9.03. APPLICATION OF TRUST MONEY. The Trustee shall hold in
trust money or U.S. Government Obligations deposited with it pursuant to this
Article 9. It shall apply the deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this Indenture to
the payment of principal of and interest on the Notes.

        The Trustee shall be under no liability for interest on any money and
U.S. Government Obligations received by it in respect of the outstanding Notes
except as the Trustee may, at its sole option, otherwise agree with the Company.

                                      -59-
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        SECTION 9.04. REPAYMENT TO THE COMPANY. The Trustee and the Paying Agent
shall promptly turn over to the Company upon request any money or U.S.
Government Obligations held by it as provided in this Article 9 which, in the
written opinion of a nationally recognized firm of independent public
accountants delivered to the Trustee (which delivery shall only be required if
U.S. Government Obligations have been so deposited), are in excess of the amount
thereof which would then be required to be deposited to effect an equivalent
discharge or defeasance in accordance with this Article 9.

        If money for the payment of principal of or interest on the Notes has
been deposited with the Trustee or Paying Agent and remains unclaimed for two
years after such amount is due and payable, the Trustee or Paying Agent shall
pay the money back to the Company at its written request unless an abandoned
property law designates another Person. After any such payment, the Trustee and
the Paying Agent shall have no further liability for such funds and Holders
entitled to the money must look only to the recipient and not to the Trustee for
payment.

        SECTION 9.05. INDEMNITY FOR GOVERNMENT OBLIGATIONS. The Company shall
pay and shall indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against deposited U.S. Government Obligations or the principal
and interest received on such U.S. Government Obligations.

        SECTION 9.06. REINSTATEMENT. If the Trustee or Paying Agent is unable to
apply any money or U.S. Government Obligations in accordance with this Article 9
by reason of any legal proceeding or by reason of any order or judgment of any
court or Governmental Authority enjoining, restraining or otherwise prohibiting
such application, the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article 9 until such time as the Trustee or Paying Agent is permitted to
apply all such money or U.S. Government Obligations in accordance with this
Article 9; PROVIDED, HOWEVER, that, if the Company has made any payment of
interest on principal of any Notes because of the reinstatement of its
Obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or U.S. Government Obligations
held by the Trustee or Paying Agent.

                                   ARTICLE 10

                                   GUARANTEES

        SECTION 10.01. GUARANTEES.

        The Restricted Subsidiaries of the Company that Guarantee borrowings by
the Company under the Credit Agreement, and certain future subsidiaries of the
Company, as primary obligors and not merely as sureties, hereby jointly and
severally, irrevocably and unconditionally guarantee on an unsecured senior
basis the performance and full and punctual payment when due, whether at Stated
Maturity, by acceleration or otherwise, all obligations of the Company under
this Indenture (including obligations to the Trustee) and the Notes, whether for
payment of principal of or interest on or additional interest in respect of the
Notes, expenses, indemnification or otherwise (all such obligations guaranteed
by such Guarantors being herein called

                                      -60-
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the "Guaranteed Obligations"). Each Guarantor further agrees that the Guaranteed
Obligations may be extended or renewed, in whole or in part, without notice or
further assent from each such Guarantor, and that each such Guarantor shall
remain bound under this Article 10 notwithstanding any extension or renewal of
any Guaranteed Obligation.

        (a) Each Guarantor waives presentation to, demand of, payment from and
protest to the Company of any of the Guaranteed Obligations and also waives
notice of protest for nonpayment. Each Guarantor waives notice of any default
under the Notes or the Guaranteed Obligations. The obligations of each Guarantor
hereunder shall not be affected by (i) the failure of any Holder or the Trustee
to assert any claim or demand or to enforce any right or remedy against the
Company or any other Person under this Indenture, the Notes or any other
agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any
rescission, waiver, amendment or modification of any of the terms or provisions
of this Indenture, the Notes or any other agreement; (iv) the release of any
security held by any Holder or the Trustee for the Guaranteed Obligations or any
of them; (v) the failure of any Holder or Trustee to exercise any right or
remedy against any other guarantor of the Guaranteed Obligations; or (vi) any
change in the ownership of such Guarantor, except as provided in Section
10.02(b).

        (b) Each Guarantor hereby waives any right to which it may be entitled
to have its obligations hereunder divided among the Guarantors, such that such
Guarantor's obligations would be less than the full amount claimed. Each
Guarantor hereby waives any right to which it may be entitled to have the assets
of the Company first be used and depleted as payment of the Company's or such
Guarantor's obligations hereunder prior to any amounts being claimed from or
paid by such Guarantor hereunder. Each Guarantor hereby waives any right to
which it may be entitled to require that the Company be sued prior to an action
being initiated against such Guarantor.

        (c) Each Guarantor further agrees that its Guarantee herein constitutes
a guarantee of payment, performance and compliance when due (and not a guarantee
of collection) and waives any right to require that any resort be had by any
Holder or the Trustee to any security held for payment of the Guaranteed
Obligations.

        (d) Except as expressly set forth in Sections 9.01 and 10.02, the
obligations of each Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject
to any defense of setoff, counterclaim, recoupment or termination whatsoever or
by reason of the invalidity, illegality or unenforceability of the Guaranteed
Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Guarantor herein shall not be discharged or impaired or
otherwise affected by the failure of any Holder or the Trustee to assert any
claim or demand or to enforce any remedy under this Indenture, the Notes or any
other agreement, by any waiver or modification of any thereof, by any default,
failure or delay, willful or otherwise, in the performance of the obligations,
or by any other act or thing or omission or delay to do any other act or thing
which may or might in any manner or to any extent vary the risk of any Guarantor
or would otherwise operate as a discharge of any Guarantor as a matter of law or
equity.

                                      -61-
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        (e) Except as expressly set forth in Sections 9.01 and 10.02, each
Guarantor agrees that its Guarantee shall remain in full force and effect until
payment in full of all the Guaranteed Obligations. Each Guarantor further agrees
that its Guarantee herein shall continue to be effective or be reinstated, as
the case may be, if at any time payment, or any part thereof, of principal of or
interest on any Guaranteed Obligation is rescinded or must otherwise be restored
by any Holder or the Trustee upon the bankruptcy or reorganization of the
Company or otherwise.

        (f) In furtherance of the foregoing and not in limitation of any other
right which any Holder or the Trustee has at law or in equity against any
Guarantor by virtue hereof, upon the failure of the Company to pay the principal
of or interest on any Guaranteed Obligation when and as the same shall become
due, whether at maturity, by acceleration, by redemption or otherwise, or to
perform or comply with any other Guaranteed Obligation, each Guarantor hereby
promises to and shall, upon receipt of written demand by the Trustee, forthwith
pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal
to the sum of (i) the unpaid principal amount of such Guaranteed Obligations,
(ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the
extent not prohibited by law) and (iii) all other monetary obligations of the
Company to the Holders and the Trustee.

        (g) Each Guarantor agrees that, as between it, on the one hand, and the
Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed
Obligations guaranteed hereby may be accelerated as provided in Article 7 for
the purposes of any Guarantee herein, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the Guaranteed
Obligations guaranteed hereby, and (ii) in the event of any declaration of
acceleration of such Guaranteed Obligations as provided in Article 7, such
Guaranteed Obligations (whether or not due and payable) shall forthwith become
due and payable by such Guarantor for the purposes of this Section 10.01.

        (h) Each Guarantor also agrees to pay, in addition to the amount stated
above, any and all costs and expenses (including reasonable counsel fees and
expenses) incurred by the Trustee or the Holders in enforcing any rights under
this Section 10.01.

        (i) Upon request of the Trustee, each Guarantor shall execute and
deliver such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purpose of this Indenture.

        SECTION 10.02. LIMITATION ON LIABILITY.

        (a) Any term or provision of this Indenture to the contrary
notwithstanding, the maximum aggregate amount of the Guaranteed Obligations
guaranteed hereunder by any Guarantor shall not exceed the maximum amount that
can be hereby guaranteed by the applicable Guarantor without rendering the
Guarantee, as it relates to such Guarantor, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.

        (b) Any Guarantee of any Guarantor shall terminate and be of no further
force or effect and such Subsidiary Guarantor shall be deemed to be released
from all obligations

                                      -62-
<Page>

under this Article 10: (i) in connection with any sale of all of the Capital
Stock of such Guarantor (including by way of merger or consolidation) to a
Person or group of Persons that is not (either or after giving effect to such
transaction) an Affiliate of the Company, if such sale is made in compliance
with Section 5.05 and, to the extent applicable, Section 6.01; (ii) if the
Company designates such Restricted Subsidiary that is a Guarantor as an
Unrestricted Subsidiary in accordance with the provisions of this Indenture;
or (iii) if such Guarantor is released from its Guarantee of borrowings by
the Company under the Credit Agreement.

        In the event that the conditions specified in this Section 10.02(b) are
satisfied and the Company delivers to the Trustee an Opinion of Counsel and an
Officers' Certificate to that effect, the Trustee shall execute and deliver an
appropriate instrument evidencing such release.

        SECTION 10.03. SUCCESSORS AND ASSIGNS. Each Guarantee is a continuing
guarantee and shall (a) remain in full force and effect until payment in full of
all the Guaranteed Obligations, (b) be binding upon each Guarantor and its
successors and (c) inure to the benefit of, and be enforceable by, the Trustee,
the Holders and their successors, transferees and assigns.

        SECTION 10.04. EXECUTION OF SUPPLEMENTAL GUARANTEE FOR FUTURE
GUARANTORS. Each Subsidiary which is required to become a Guarantor pursuant to
Section 4.13 shall promptly execute and deliver to the Trustee a supplemental
guarantee in the form of Exhibit C hereto pursuant to which such Subsidiary
shall become a Guarantor under this Article 10 and shall guarantee the
Guaranteed Obligations. Concurrently with the execution and delivery of such
supplemental guarantee to this Indenture, the Company shall deliver to the
Trustee an Opinion of Counsel and an Officers' Certificate to the effect that
such supplemental guarantee has been duly authorized, executed and delivered by
such Subsidiary and that, subject to the application of bankruptcy, insolvency,
moratorium, fraudulent conveyance or transfer and other similar laws relating to
creditors' rights generally and to the principles of equity, whether considered
in a proceeding at law or in equity, the Guarantee of such Guarantor is a legal,
valid and binding obligation of such Guarantor, enforceable against such
Guarantor in accordance with its terms and or to such other matters as the
Trustee may reasonably request.

        SECTION 10.05. NON-IMPAIRMENT. The failure to endorse a Guarantee on any
Note shall not affect or impair the validity thereof.

        SECTION 10.06. ENDORSEMENT OF GUARANTEES. To evidence its Guarantee set
forth in this Article 10, each Guarantor hereby agrees that a notation of such
Guarantee substantially in the form of Exhibit D to this Indenture shall be
endorsed by an officer of such Guarantor on each Global Note and each Exchange
Note authenticated and delivered by the Company; PROVIDED that the Guarantee set
forth in this Article 10 shall remain in full force and effect notwithstanding
any failure of a Guarantor to endorse on each Note a notation of Guarantee.

                                      -63-
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                                   ARTICLE 11

                                   AMENDMENTS

        SECTION 11.01. WITHOUT CONSENT OF HOLDERS.

        (a) The Company, the Guarantors and the Trustee may amend this Indenture
or the Notes without notice to or consent of any Holder to:

                (i) cure any ambiguity, omission, defect or inconsistency;

                (ii) provide for the assumption by a successor corporation of
        the obligations of the Company under this Indenture;

                (iii) provide for uncertificated Notes in addition to or in
        place of certificated Notes; PROVIDED, HOWEVER, that the uncertificated
        Notes are issued in registered form for purposes of Section 163(f) of
        the Code or in a manner such that the uncertificated Notes are described
        in Section 163(f)(2)(B) of the Code;

                (iv) add additional Guarantees of the Notes;

                (v) secure the Notes;

                (vi) add to the covenants of the Company for the benefit of the
        Holders or to surrender any right or power herein conferred upon the
        Company;

                (vii) comply with any requirement of the Commission in
        connection with qualifying, or maintaining the qualification of, this
        Indenture under the TIA;

                (viii) make any change that does not adversely affect the rights
        of any Holder, subject to the provisions of this Indenture;

                (ix) provide for the issuance of the Exchange Notes or
        Additional Notes; or

                (x) change the name or title of the Notes, and any conforming
        changes related thereto.

        (b) After an amendment under this Section 11.01 becomes effective, the
Company shall mail to Holders a notice briefly describing such amendment.
However, the failure to give such notice to all Holders, or any defect therein,
shall not impair or affect the validity of an amendment under this Section
11.01.

        SECTION 11.02. WITH CONSENT OF HOLDERS.

        (a) The Company, the Guarantors and the Trustee may amend this Indenture
or the Notes without notice to any Holder but with the written consent of the
Required Holders

                                      -64-


<Page>

(including consents obtained in connection with a tender offer or exchange for
the Notes). However, without the consent of each Holder affected, an amendment
may not:

                (i) reduce the principal amount of Notes whose Holders must
        consent to an amendment, supplement, waiver or modification;

                (ii) reduce the rate of or extend the time for payment of
        interest or any Additional Interest on any Note;

                (iii) reduce the principal amount of or change the Stated
        Maturity of any Note;

                (iv) reduce the premium payable upon the redemption of any Note
        or change the time at which any Note may be redeemed in accordance with
        Section 5 of the Notes;

                (v) make any Note payable in money other than that stated in the
        Note;

                (vi) impair the right of any holder to receive payment of
        principal of and interest or any Additional Interest on such Holder's
        Notes on or after the due dates therefor or to institute suit for the
        enforcement of any payment on or with respect to such Holder's Notes;

                (vii) make any change in Section 7.04 or 7.07 or the second
        sentence of this Section 11.02(a);

                (viii) make any change in the ranking or priority of any Note or
        Guarantee that would adversely affect the Holders; or

                (ix) release, other than in accordance with this Indenture, any
        Guarantee or collateral securing the Notes.

        It shall not be necessary for the consent of the Holders under this
Section 11.02 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof.

        (b) After an amendment under this Section 11.02 becomes effective, the
Company shall mail to Holders a notice briefly describing such amendment. The
failure to give such notice to all Holders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section 11.02.

        SECTION 11.03. COMPLIANCE WITH TRUST INDENTURE ACT. Every amendment to
this Indenture or the Notes shall comply with the TIA as then in effect.

        SECTION 11.04. REVOCATION AND EFFECT OF CONSENTS AND WAIVERS.

        (a) A consent to an amendment or a waiver by a Holder of a Note shall
bind the Holder and every subsequent Holder of that Note or portion of the Note
that evidences the

                                      -65-

<Page>

same debt as the consenting Holder's Note, even if notation of the consent or
waiver is not made on the Note. However, any such Holder or subsequent Holder
may revoke the consent or waiver as to such Holder's Note or portion of the Note
if the Trustee receives the notice of revocation before the date on which the
Trustee receives an Officers' Certificate from the Company certifying that the
requisite number of consents have been received. After an amendment or waiver
becomes effective, it shall bind every Holder. An amendment or waiver becomes
effective upon the (i) receipt by the Company or the Trustee of the requisite
number of consents, (ii) satisfaction of conditions to effectiveness as set
forth in this Indenture and any indenture supplemental hereto containing such
amendment or waiver and (iii) execution of such amendment or waiver (or
supplemental indenture) by the Company and the Trustee.

        (b) The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders entitled to give their consent or
take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date. No such consent shall be valid or effective for more than 120
days after such record date.

        SECTION 11.05. NOTATION ON OR EXCHANGE OF NOTES. If an amendment changes
the terms of a Note, the Trustee may require the Holder of the Note to deliver
it to the Trustee. The Trustee may place an appropriate notation on the Note
regarding the changed terms and return it to the Holder. Alternatively, if the
Company or the Trustee so determines, the Company in exchange for the Note shall
issue and the Trustee shall authenticate a new Note that reflects the changed
terms. Failure to make the appropriate notation or to issue a new Note shall not
affect the validity of such amendment.

        SECTION 11.06. TRUSTEE TO SIGN AMENDMENTS. The Trustee shall sign any
amendment authorized pursuant to this Article 11 if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive, and (subject to Section 8.01) shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel stating that such
amendment is authorized or permitted by this Indenture and that such amendment
is the legal, valid and binding obligation of the Company and the Guarantors
enforceable against them in accordance with its terms, subject to customary
exceptions, and complies with the provisions hereof (including Section 11.03).

                                   ARTICLE 12

                                 MISCELLANEOUS

        SECTION 12.01. TRUST INDENTURE ACT CONTROLS. If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by, or with another provision (an "incorporated provision") included in
this Indenture by operation of TIA

                                      -66-

<Page>

provision (an "incorporated provision") included in this Indenture by operation
of TIA ss.ss. 310 to 318, inclusive, such imposed duties or incorporated
provision shall control.

        SECTION 12.02. NOTICES. Any notice or communication shall be in writing
and delivered in person, mailed by first-class mail addressed as follows or
transmitted via telecopy (or other facsimile device) with receipt confirmed as
set forth below:

                if to the Company:

                Cincinnati Bell Inc.
                201 West Fourth Street
                Cincinnati, Ohio
                Attention: Mark Peterson
                (facsimile no.: (513) 397-4177)

                with copies to:

                Cravath, Swaine & Moore LLP
                825 Eighth Avenue
                New York, NY 10019
                Attention: William V. Fogg, Esq.
                (facsimile no.: (212) 474-3700)

                if to the Trustee:

                The Bank of New York
                101 Barclay Street - 8W
                New York, New York 10286
                Attention: Corporate Trust Administration
                (facsimile no.: (212) 815-5704/5707)

        The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

        Any notice or communication mailed to a Holder shall be mailed first
class mail, to the Holder at the Holder's address as it appears on the
registration books of the Registrar and shall be sufficiently given if so mailed
within the time prescribed.

        Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders. If a notice
or communication is mailed in the manner provided above, it is duly given,
whether or not the addressee receives it.

        SECTION 12.03. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS. Holders may
communicate pursuant to TIA ss. 312(b) with other Holders with respect to their
rights under this Indenture or the Notes. The Company, the Trustee, the
Registrar and anyone else shall have the protection of TIA ss. 312(c).

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        SECTION 12.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT. Upon
any request or application by the Company to the Trustee to take or refrain from
taking any action under this Indenture, the Company shall furnish to the
Trustee:

        (a) an Officers' Certificate in form reasonably satisfactory to the
Trustee stating that, in the opinion of the signers, all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been
complied with; and

        (b) an Opinion of Counsel in form reasonably satisfactory to the Trustee
stating that, in the opinion of such counsel, all such conditions precedent have
been complied with.

        SECTION 12.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture (other than pursuant to Section 4.06) shall
include:

        (a) a statement that the individual making such certificate or opinion
has read such covenant or condition;

        (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

        (c) a statement that, in the opinion of such individual, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

        (d) a statement as to whether or not, in the opinion of such individual,
such covenant or condition has been complied with.

        SECTION 12.06. WHEN NOTES DISREGARDED. In determining whether the
Holders of the required principal amount of Notes have concurred in any
direction, waiver or consent hereunder, Notes owned by the Company, any
Subsidiary or by any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any Subsidiary
shall in each case be disregarded and deemed not to be outstanding, except that,
for the purpose of determining whether the Trustee shall be protected in relying
on any such direction, waiver or consent, only Notes which a Trust Officer
actually knows are so owned shall be so disregarded. Subject to the foregoing,
only Notes outstanding at the time shall be considered in any such
determination.

        SECTION 12.07. RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR. The Trustee
may make reasonable rules for action by or a meeting of Holders. The Registrar
and the Paying Agent may make reasonable rules for their functions.

        SECTION 12.08. LEGAL HOLIDAYS. If a payment date is a Legal Holiday,
payment shall be made on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period. If a Regular Record
Date is a Legal Holiday, the record date shall not be affected.

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        SECTION 12.09. GOVERNING LAW. THIS INDENTURE AND THE NOTES 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 12.10. NO RECOURSE AGAINST OTHERS. A director, officer,
employee, stockholder or member, as such, of the Company or any of the
Subsidiaries shall not have any liability for any obligations of the Company or
any of the Subsidiaries under the Notes or this Indenture or for any claim based
on, in respect of or by reason of such obligations or their creation. By
accepting a Note, each Holder shall waive and release all such liability. The
waiver and release shall be part of the consideration for the issue of the
Notes.

        SECTION 12.11. SUCCESSORS. All agreements of the Company and each
Subsidiary in this Indenture and the Notes shall bind its successors. All
agreements of the Trustee in this Indenture shall bind its successors.

        SECTION 12.12. MULTIPLE ORIGINALS; COUNTERPARTS. The parties may sign
any number of counterparts of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed copy
is enough to prove this Indenture.

        SECTION 12.13. TABLE OF CONTENTS; HEADINGS. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.

        SECTION 12.14. INCORPORATION. All Exhibits and Schedules attached hereto
are incorporated as part of this Indenture as if fully set forth herein.

        SECTION 12.15. INTENT TO LIMIT INTEREST TO MAXIMUM. In no event shall
the interest rate payable on the Notes under this Indenture, plus any other
amounts paid by the Company to the Holders in connection therewith, exceed the
highest rate permissible under law that a court of competent jurisdiction shall,
in the final determination, deem applicable. The Company and the Trustee, in
executing and delivering this Indenture, intend legally to agree upon the rate
or rates of interest and the manner of payment stated within it; PROVIDED,
HOWEVER, that, anything contained herein to the contrary notwithstanding, if
said rate or rates of interest or manner of payment exceed the maximum allowable
under applicable law, then, ipso facto as of the date of this Indenture, the
Company is and shall be liable only for the payment of such maximum as allowed
by law, and payment received from the Company in excess of such legal maximum,
whenever received, shall be applied to reduce the principal balance of any Notes
then outstanding to the extent of such excess, or, if such excess exceeds the
then outstanding principal, such excess shall be first set-off against any other
amounts then due and owing by the Company and refunded to the Company.

                            [Signature Pages Follow]

                                      -69-
<Page>

        IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed as of the date first written above.

COMPANY:

                                      CINCINNATI BELL INC.

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

GUARANTORS:

                                      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.


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

TRUSTEE:

                                      THE BANK OF NEW YORK

                                      By:
                                         -----------------------------------
                                         Name:
                                         Title:


                                      S-1


<Page>

                                                 RULE 144A/REGULATION S APPENDIX

                     PROVISIONS RELATING TO INITIAL NOTES,
                             PRIVATE EXCHANGE NOTES
                               AND EXCHANGE NOTES

1. DEFINITIONS

       1.1 DEFINITIONS.

       For the purposes of this Appendix the following terms shall have the
meanings indicated below:

       "Applicable Procedures" means, with respect to any transfer or
transaction involving a Temporary Regulation S Global Note or beneficial
interest therein, the rules and procedures of the Depository, Euroclear and
Clearstream for such a Temporary Regulation S Global Note, in each case to the
extent applicable to such transaction and as in effect from time to time.

       "Clearstream" means Clearstream Banking, societe anonyme, or any
successor securities clearing agency.

       "Definitive Note" means a certificated Initial Note, Exchange Note or
Private Exchange Note bearing, if required, the restricted notes legend set
forth in Section 2.3 (e) hereof.

       "Depository" means The Depository Trust Company, its nominees and their
respective successors.

       "Distribution Compliance Period", with respect to any Notes, means the
period of 40 consecutive days beginning on and including the later of (1) the
day on which such Notes are first offered to Persons other than distributors (as
defined in Regulation S under the Securities Act) in reliance on Regulation S
and (2) the date on which such Notes are initially issued.

       "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear
System, or any successor securities clearing agency.

       "Exchange Notes" means (1) the 7 1/4% Senior Notes due 2013 issued
pursuant to the Indenture in connection with a Registered Exchange Offer
pursuant to a Registration Rights Agreement and (2) Additional Notes, if any,
issued pursuant to a registration statement filed with the SEC under the
Securities Act.

       "Initial Notes" means (1) $500,000,000 aggregate principal amount of 7
1/4% Senior Notes due 2013 issued on the Closing Date and (2) Additional Notes,
if any, issued in a transaction exempt from the registration requirements of the
Securities Act.

       "Notes" means the Initial Notes, the Exchange Notes and the Private
Exchange Notes, treated as a single class.


                                     APP-1
<Page>

       "Notes Custodian" means the custodian with respect to a Global Note (as
appointed by the Depository), or any successor Person thereto and shall
initially be the Trustee.

       "Private Exchange" means the offer by the Company, pursuant to a
Registration Rights Agreement, to the Purchasers to issue and deliver to each
Purchaser, in exchange for the Initial Notes held by the Purchaser as part of
its initial distribution, a like aggregate principal amount of Private Exchange
Notes.

       "Private Exchange Notes" means any 7 1/4% Senior Notes due 2013 issued in
connection with a Private Exchange.

       "Purchase Agreement" means (1) with respect to the Initial Notes issued
on the Closing Date, the Purchase Agreement dated July 2, 2003 among the
Company, the Guarantors and the Purchasers, and (2) with respect to each
issuance of Additional Notes, the purchase agreement or underwriting agreement
among the Company, the Guarantors and the Persons purchasing such Additional
Notes.

       "Purchasers" means (1) with respect to the Initial Notes issued on the
Closing Date, Credit Suisse First Boston LLC and the initial purchasers listed
in Schedule A to the Purchase Agreement and (2) with respect to each issuance of
Additional Notes, the Persons purchasing such Additional Notes under the related
Purchase Agreement.

       "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

       "Registered Exchange Offer" means the offer by the Company, pursuant to a
Registration Rights Agreement, to certain Holders of Initial Notes, to issue and
deliver to such Holders, in exchange for the Initial Notes, a like aggregate
principal amount of Exchange Notes registered under the Securities Act.

       "Registration Rights Agreement" means (1) the Exchange and Registration
Rights Agreement dated as of the Closing Date among the Company, the Guarantors
and Credit Suisse First Boston LLC, as representative of the of the several
initial purchasers named in Schedule A of the Purchase Agreement, as Purchasers
and (2) with respect to any Additional Notes, one or more registration rights
agreements between the Company and the other parties thereto, as such
agreement(s) may be amended, modified or supplemented from time to time,
relating to rights given by the Company to the purchasers of Additional Notes to
register such Additional Notes under the Securities Act.

       "Securities Act" means the Securities Act of 1933.

       "Shelf Registration Statement" means the registration statement issued by
the Company in connection with the offer and sale of Initial Notes or Private
Exchange Notes pursuant to a Registration Rights Agreement.

       "Transfer Restricted Securities" means Notes that bear or are required to
bear the legend set forth in Section 2.3(e) hereof.


                                     APP-2
<Page>

       1.2 OTHER DEFINITIONS.

        Term                                             Defined in Section:
        ----                                             -------------------

        "Agent Members"........................................ 2.1(b)
        "Global Note".......................................... 2.1(a)
        "Permanent Regulation S Global Note" .................. 2.1(a)
        "Regulation S"......................................... 2.1(a)
        "Restricted Global Note" .............................. 2.1(a)
        "Rule 144A Global Note" ............................... 2.1(a)
        "Temporary Regulation S Global Note" .................. 2.1(a)

       2. THE NOTES.

       2.1 (a) FORM AND DATING. The Initial Notes issued on the Closing Date
will be offered and sold by the Company pursuant to a Purchase Agreement. The
Initial Notes issued on the Closing Date will be resold initially only to QIBs
in reliance on Rule 144A under the Securities Act ("Rule 144A"). Such Initial
Notes may thereafter be transferred to, among others, QIBs and purchasers in
reliance on Regulation S under the Securities Act ("Regulation S"), in each
case, subject to the restrictions on transfer set forth herein. Such Initial
Notes initially resold pursuant to Rule 144A shall be issued initially in the
form of one or more permanent global Notes in definitive, fully registered form
(collectively, the "Rule 144A Global Note") and Initial Notes resold after the
Purchasers initial distribution pursuant to Regulation S shall be issued
initially in the form of one or more temporary global Notes in definitive, fully
registered form (collectively, the "Temporary Regulation S Global Note"), in
each case without interest coupons and with the global notes legend and
restricted notes legend set forth in Exhibit A hereto, which shall be deposited
on behalf of the purchasers of the Initial Notes represented thereby with the
Notes Custodian, and registered in the name of the Depository or a nominee of
the Depository, duly executed by the Company and authenticated by the Trustee as
provided in the Indenture. Except as set forth in this Section 2.1(a),
beneficial ownership interests in the Temporary Regulation S Global Note will
not be exchangeable for interests in the permanent global note (the "Permanent
Regulation S Global Note"), or any other Note without a legend containing
restrictions on transfer of such Note prior to the expiration of the
Distribution Compliance Period and then beneficial interests in the Temporary
Regulation S Global Note may be exchanged for interests in a Rule 144A Global
Note or the Permanent Regulation S Global Note only upon certification in a form
reasonably satisfactory to the Trustee that beneficial ownership interests in
such Temporary Regulation S Global Note are owned either by non-U.S. persons or
U.S. persons who purchased such interests in a transaction that did not require
registration under the Securities Act. Additional Notes offered after the
Closing Date may be sold in accordance with applicable law.

       Beneficial interests in Temporary Regulation S Global Notes may be
exchanged for interests in Rule 144A Global Notes or Permanent Regulation S
Global Notes only if (1) such exchange occurs in connection with a transfer of
Notes in compliance with Rule 144A, and (2) the transferor of the Temporary
Regulation S Global Note first delivers to the Trustee a written certificate (in
a form satisfactory to the Trustee) to the effect that the Temporary Regulation
S Global Note is being transferred to a Person (a) who the transferor reasonably
believes to be a


                                     APP-3
<Page>

QIB, (b) purchasing for its own account or the account of a QIB in a transaction
meeting the requirements of Rule 144A, and (c) in accordance with all applicable
securities laws of the States of the United States and other jurisdictions.

       The Rule 144A Global Note, the Temporary Regulation S Note and the
Permanent Regulation S Global Note are collectively referred to herein as
"Global Notes." The aggregate principal amount of the Global Notes may from time
to time be increased or decreased by adjustments made on the records of the
Trustee and the Depository or its nominee as hereinafter provided.

       (b) BOOK-ENTRY PROVISIONS. This Section 2.1(b) shall apply only to a
Global Note deposited with or on behalf of the Depository.

       The Company shall execute and the Trustee shall, in accordance with this
Section 2.1(b), authenticate and deliver initially one or more Global Notes that
(a) shall be registered in the name of the Depository for such Global Note or
Global Notes or the nominee of such Depository and (b) shall be delivered by the
Trustee to such Depository or pursuant to such Depository's instructions or held
by the Trustee as custodian for the Depository.

       Members of, or participants in, the Depository ("Agent Members") shall
have no rights under the Indenture with respect to any Global Note held on their
behalf by the Depository or by the Trustee as the custodian of the Depository or
under such Global Note, and the Company, the Trustee and any agent of the
Company or the Trustee shall be entitled to treat the Depository as the absolute
owner of such Global Note for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent of
the Company or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by the Depository or impair, as between
the Depository and its Agent Members, the operation of customary practices of
such Depository governing the exercise of the rights of a holder of a beneficial
interest in any Global Note.

       (c) CERTIFICATED NOTES. Except as provided in this Section 2.1 or Section
2.3 or 2.4, owners of beneficial interests in Global Notes shall not be entitled
to receive physical delivery of certificated Notes.

       2.2 AUTHENTICATION. The Trustee shall authenticate and deliver: (1) on
the Closing Date, an aggregate principal amount of $500,000,000 7 1/4% Senior
Notes due 2013, (2) any Additional Notes for an original issue in an aggregate
principal amount specified in the written order of the Company pursuant to
Section 2.02 of the Indenture and (3) Exchange Notes or Private Exchange Notes
for issue only in a Registered Exchange Offer or a Private Exchange,
respectively, pursuant to a Registration Rights Agreement, for a like principal
amount of Initial Notes, in each case upon a written order of the Company signed
by one Officer or by an Officer and either an Assistant Treasurer or an
Assistant Secretary of the Company. Such order shall specify the amount of the
Notes to be authenticated and the date on which the original issue of Notes is
to be authenticated and, in the case of any issuance of Additional Notes
pursuant to Section 2.14 of the Indenture, shall certify that such issuance is
in compliance with Section 5.04 of the Indenture.


                                     APP-4
<Page>

       2.3 TRANSFER AND EXCHANGE.

       (a) Transfer and Exchange of Definitive Notes. When Definitive Notes are
presented to the Registrar with a request:

       (x) to register the transfer of such Definitive Notes; or

       (y) to exchange such Definitive Notes for an equal principal amount of
Definitive Notes of other authorized denominations,

       the Registrar or shall register the transfer or make the exchange as
requested if its reasonable requirements for such transaction are met; PROVIDED,
HOWEVER, that the Definitive Notes surrendered for transfer or exchange:

       (i) shall be duly endorsed or accompanied by a written instrument of
transfer in form reasonably satisfactory to the Company and the Registrar, duly
executed by the Holder thereof or its attorney duly authorized in writing; and

       (ii) if such Definitive Notes are required to bear a restricted notes
legend, they are being transferred or exchanged pursuant to an effective
registration statement under the Securities Act, pursuant to Section 2.3(b) or
pursuant to clause (A), (B) or (C) below, and are accompanied by the following
additional information and documents, as applicable:

              (A)    if such Definitive Notes are being delivered to the
                     Registrar by a Holder for registration in the name of such
                     Holder, without transfer, a certification from such Holder
                     to that effect; or

              (B)    if such Definitive Notes are being transferred to the
                     Company, a certification to that effect; or

              (C)    if such Definitive Notes are being transferred (x) pursuant
                     to an exemption from registration in accordance with Rule
                     144A, Regulation S or Rule 144 under the Securities Act; or
                     (y) in reliance upon another exemption from the
                     requirements of the Securities Act: (i) a certification to
                     that effect (in the form set forth on the reverse of the
                     Note) and (ii) if the Company so requests, an opinion of
                     counsel or other evidence reasonably satisfactory to it as
                     to the compliance with the restrictions set forth in the
                     legend set forth in Section 2.3(e)(i).

       (b) Restrictions on Transfer of a Definitive Note for a Beneficial
Interest in a Global Note. A Definitive Note may not be exchanged for a
beneficial interest in a Rule 144A Global Note or a Permanent Regulation S
Global Note except upon satisfaction of the requirements set forth below. Upon
receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by
appropriate instruments of transfer, in form satisfactory to the Trustee,
together with:


                                     APP-5
<Page>

       (i) CERTIFICATION, in the form set forth on the reverse of the Note, that
such Definitive Note is either (A) being transferred to a QIB in accordance with
Rule 144A or (B) is being transferred after expiration of the Distribution
Compliance Period by a Person who initially purchased such Note in reliance on
Regulation S to a buyer who elects to hold its interest in such Note in the form
of a beneficial interest in the Permanent Regulation S Global Note; and

       (ii) written instructions directing the Trustee to make, or to direct the
Notes Custodian to make, an adjustment on its books and records with respect to
such Rule 144A Global Note (in the case of a transfer pursuant to clause
(b)(i)(A)) or Permanent Regulation S Global Note (in the case of a transfer
pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal
amount of the Notes represented by the Rule 144A Global Note or Permanent
Regulation S Global Note, as applicable, such instructions to contain
information regarding the Depository account to be credited with such increase,
then the Trustee shall cancel such Definitive Note and cause, or direct the
Notes Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depository and the Notes Custodian, the
aggregate principal amount of Notes represented by the Rule 144A Global Note or
Permanent Regulation S Global Note, as applicable, to be increased by the
aggregate principal amount of the Definitive Note to be exchanged and shall
credit or cause to be credited to the account of the Person specified in such
instructions a beneficial interest in the Rule 144A Global Note or Permanent
Regulation S Global Note, as applicable, equal to the principal amount of the
Definitive Note so canceled. If no Rule 144A Global Notes or Permanent
Regulation S Global Notes, as applicable, are then outstanding, the Company
shall issue and the Trustee shall authenticate, upon written order of the
Company in the form of an Officers' Certificate, a new Rule 144A Global Note or
Permanent Regulation S Global Note, as applicable, the appropriate principal
amount.

       (c) TRANSFER AND EXCHANGE OF GLOBAL NOTES. (i) The transfer and exchange
of Global Notes or beneficial interests therein shall be effected through the
Depository, in accordance with the Indenture (including applicable restrictions
on transfer set forth herein, if any) and the procedures of the Depository
therefor. A transferor of a beneficial interest in a Global Note shall deliver
to the Registrar a written order given in accordance with the Depository's
procedures containing information regarding the participant account of the
Depository to be credited with a beneficial interest in the Global Note. The
Registrar shall, in accordance with such instructions instruct the Depository to
credit to the account of the Person specified in such instructions a beneficial
interest in the Global Note and to debit the account of the Person making the
transfer the beneficial interest in the Global Note being transferred.

       (ii) If the proposed transfer is a transfer of a beneficial interest in
one Global Note to a beneficial interest in another Global Note, the Registrar
shall reflect on its books and records the date and an increase in the principal
amount of the Global Note to which such interest is being transferred in an
amount equal to the principal amount of the interest to be so transferred, and
the Registrar shall reflect on its books and records the date and a
corresponding decrease in the principal amount of the Global Note from which
such interest is being transferred.

       (iii) Notwithstanding any other provisions of this Appendix (other than
the provisions set forth in Section 2.4), a Global Note may not be transferred
as a whole except by


                                     APP-6
<Page>

the Depository to a nominee of the Depository or by a nominee of the Depository
to the Depository or another nominee of the Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such successor
Depository.

       (iv) In the event that a Global Note is exchanged for Definitive Notes
pursuant to Section 2.4 of this Appendix, prior to the consummation of a
Registered Exchange Offer or the effectiveness of a Shelf Registration Statement
with respect to such Notes, such Notes may be exchanged only in accordance with
such procedures as are substantially consistent with the provisions of this
Section 2.3 (including the certification requirements set forth on the reverse
of the Initial Notes intended to ensure that such transfers comply with Rule
144A or Regulation S, as the case may be) and such other procedures as may from
time to time be adopted by the Company.

       (d) RESTRICTIONS ON TRANSFER OF TEMPORARY REGULATION S GLOBAL NOTES.
During the Distribution Compliance Period, beneficial ownership interests in
Temporary Regulation S Global Notes may only be sold, pledged or transferred
through Euroclear or Clearstream in accordance with the Applicable Procedures
and only (i) to the Company, (ii) so long as such Note is eligible for resale
pursuant to Rule 144A, to a Person whom the selling holder reasonably believes
is a QIB that purchases for its own account of a QIB to whom notice is given
that the resale, pledge or transfer is being made in reliance on Rule 144A,
(iii) in an offshore transaction in accordance with Regulation S, (iv) pursuant
to an exemption from registration under the Securities Act provided by Rule 144
(if applicable) under the Securities Act or (v) pursuant to an effective
registration statement under the Securities Act, in each case in accordance with
any applicable securities laws of any State of the United States.

       (e) LEGEND.

       (i) Except as permitted by the following paragraphs (ii), (iii) and (iv),
each Note certificate evidencing the Transfer Restricted Securities (and all
Notes issued in exchange therefor or in substitution thereof) shall bear a
legend in substantially the following form:

       THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
       AS AMENDED (THE "SECURITIES ACT") AND NEITHER THIS SECURITY NOR ANY
       INTEREST OR PARTICIPATION HEREIN (OR THEREIN) MAY BE OFFERED, SOLD,
       ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
       THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
       FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
       ACT OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ITS
       ACCEPTANCE OF THIS SECURITY, AGREES FOR THE BENEFIT OF THE ISSUER THAT
       THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
       PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE THERETO UNDER
       RULE 144(K) UNDER THE SECURITIES ACT WHICH IS APPLICABLE TO THIS SECURITY
       (THE "RESALE RESTRICTION TERMINATION DATE") OTHER THAN (1) TO EITHER THE
       ISSUER OR ITS SUBSIDIARIES, (2) SO


                                     APP-7
<Page>

       LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER
       THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY
       BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE
       144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
       INSTITUTIONAL BUYER, IN EACH CASE TO WHOM NOTICE IS GIVEN THAT THE
       RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A
       (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF
       TRANSFER ON THE REVERSE OF THIS SECURITY IF THIS SECURITY IS NOT IN
       BOOK-ENTRY FORM), (3) TO A NON-"U.S. PERSON" IN AN "OFFSHORE TRANSACTION"
       (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN
       ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY
       THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE
       REVERSE OF THIS SECURITY IF THIS SECURITY IS NOT IN BOOK-ENTRY FORM), (4)
       PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
       REQUIREMENTS OF THE SECURITIES ACT, INCLUDING THE EXEMPTION PROVIDED BY
       RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, OR (5) PURSUANT TO AN
       EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, SUBJECT IN
       EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE
       DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR
       ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL, AND SUBJECT TO THE
       RIGHT OF THE ISSUER OR THE TRUSTEE FOR THE SECURITIES PRIOR TO ANY SUCH
       SALE, PLEDGE OR OTHER TRANSFER PURSUANT TO CLAUSE (4) ABOVE TO REQUIRE
       THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER
       INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED
       UPON REQUEST OF THE HOLDER ON OR AFTER THE RESALE RESTRICTION TERMINATION
       DATE.

       (ii) Upon any sale or transfer of a Transfer Restricted Security
(including any Transfer Restricted Security represented by a Global Note)
pursuant to Rule 144 under the Securities Act, the Registrar shall permit the
transferee thereof to exchange such Transfer Restricted Security for a
certificated Note that does not bear the legend set forth above and rescind any
restriction on the transfer of such Transfer Restricted Security, if the
transferor thereof certifies in writing to the Registrar that such sale or
transfer was made in reliance on Rule 144 (such certification to be in the form
set forth on the reverse of the Note).

       (iii) After a transfer of any Initial Notes or Private Exchange Notes
pursuant to and during the period of the effectiveness of a Shelf Registration
Statement with respect to such Initial Notes or Private Exchange Notes, as the
case may be, all requirements pertaining to legends on such Initial Note or such
Private Exchange Note will cease to apply, the requirements requiring any such
Initial Note or such Private Exchange Note issued to certain Holders be issued
in global form will cease to apply, and a certificated Initial Note or Private
Exchange Note


                                     APP-8
<Page>

or an Initial Note or Private Exchange Note in global form, in each case without
restrictive transfer legends, will be available to the transferee of the Holder
of such Initial Notes or Private Exchange Notes upon exchange of such
transferring Holder's certificated Initial Note or Private Exchange Note or
directions to transfer such Holder's interest in the Global Note, as applicable.

       (iv) Upon the consummation of a Registered Exchange Offer with respect to
the Initial Notes, all requirements pertaining to such Initial Notes that
Initial Notes issued to certain Holders be issued in global form will still
apply with respect to Holders of such Initial Notes that do not exchange their
Initial Notes, and Exchange Notes in certificated or global form will be
available to Holders that exchange such Initial Notes in such Registered
Exchange Offer.

       (v) Upon the consummation of a Private Exchange with respect to the
Initial Notes, all requirements pertaining to such Initial Notes that Initial
Notes issued to certain Holders be issued in global form will still apply with
respect to Holders of such Initial Notes that do not exchange their Initial
Notes, and Private Exchange Notes in global form with the global notes legend
and the restricted notes legend set forth in Exhibit A hereto will be available
to Holders that exchange such Initial Notes in such Private Exchange.

       (f) CANCELLATION OR ADJUSTMENT OF GLOBAL NOTE. At such time as all
beneficial interests in a Global Note have either been exchanged for
certificated Notes, redeemed, purchased or canceled, such Global Note shall be
returned to the Depository for cancellation or retained and canceled by the
Trustee. At any time prior to such cancellation, if any beneficial interest in a
Global Note is exchanged for certificated Notes, redeemed, purchased or
canceled, the principal amount of Notes represented by such Global Note shall be
reduced and an adjustment shall be made on the books and records of the Trustee
(if it is then the Notes Custodian for such Global Note) with respect to such
Global Note, by the Trustee or the Notes Custodian, to reflect such reduction.

       (g) OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF NOTES.

       (i) To permit registrations of transfers and exchanges, the Company shall
execute and the Trustee shall authenticate certificated Notes and Global Notes
at the Registrar's request.

       (ii) No service charge shall be made for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
transfer tax, assessments, or similar governmental charge payable in connection
therewith (other than any such transfer taxes, assessments or similar
governmental charge payable upon exchange or transfer pursuant to Sections 3.06,
4.09, 4.10, and 11.05 and of the Indenture).

       (iii) The Registrar shall not be required to register the transfer of or
exchange of (a) any Definitive Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in part
or (b) any Note for a period of 15 days before a mailing of a notice with
respect to Notes to be redeemed or during the period between a record date and
the corresponding interest payment date.

       (iv) Prior to the due presentation for registration of transfer of any
Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and
treat the person in


                                     APP-9
<Page>

whose name a Note is registered as the absolute owner of such Note for the
purpose of receiving payment of principal of, premium, if any, interest and
Additional Interest, if any, on such Note and for all other purposes whatsoever,
whether or not such Note is overdue, and none of the Company, the Trustee, the
Paying Agent or the Registrar shall be affected by notice to the contrary.

       (v) All Notes issued upon any transfer or exchange pursuant to the terms
of this Indenture shall evidence the same debt and shall be entitled to the same
benefits under this Indenture as the Notes surrendered upon such transfer or
exchange.

       (h) NO OBLIGATION OF THE TRUSTEE.

       (i) The Trustee shall have no responsibility or obligation to any
beneficial owner of a Global Note, a member of, or a participant in the
Depository or other Person with respect to the accuracy of the records of the
Depository or its nominee or of any participant or member thereof, with respect
to any ownership interest in the Notes or with respect to the delivery to any
participant, member, beneficial owner or other Person (other than the
Depository) of any notice (including any notice of redemption) or the payment of
any amount, under or with respect to such Notes. All notices and communications
to be given to the Holders and all payments to be made to Holders under the
Notes shall be given or made only to or upon the order of the registered Holders
(which shall be the Depository or its nominee in the case of a Global Note). The
rights of beneficial owners in any Global Note shall be exercised only through
the Depository subject to the applicable rules and procedures of the Depository.
The Trustee may rely and shall be fully protected in relying upon information
furnished by the Depository with respect to its members, participants and any
beneficial owners.

       (ii) The Trustee shall have no obligation or duty to monitor, determine
or inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Note (including any transfers between or among Depository participants,
members or beneficial owners in any Global Note) other than to require delivery
of such certificates and other documentation or evidence as are expressly
required by, and to do so if and when expressly required by, the terms of this
Indenture, and to examine the same to determine substantial compliance as to
form with the express requirements hereof.

       2.4 CERTIFICATED NOTES.

       (a) A Global Note deposited with the Depository or with the Trustee as
Notes Custodian for the Depository pursuant to Section 2.1 shall be transferred
to the beneficial owners thereof in the form of certificated Notes in an
aggregate principal amount equal to the principal amount of such Global Note, in
exchange for such Global Note, only if such transfer complies with Section 2.3
and (i) the Depository notifies the Company that it is unwilling or unable to
continue as Depository for such Global Note or if at any time such Depository
ceases to be a "clearing agency" registered under the Exchange Act and in either
event a successor depositary is not appointed by the Company within 90 days of
such notice, or (ii) an Event of Default has occurred and is continuing and DTC
notifies the Trustee of its decision to exchange the Global


                                     APP-10
<Page>

Notes, or (iii) the Company, in its sole discretion, notifies the Trustee in
writing that it elects to cause the issuance of certificated Notes under the
Indenture.

       (b) Any Global Note that is transferable to the beneficial owners thereof
pursuant to this Section shall be surrendered by the Depository or the Notes
Custodian to the Trustee located at its Corporate Trust Office to be so
transferred, in whole or from time to time in part, without charge, and the
Trustee shall authenticate and deliver, upon such transfer of each portion of
such Global Note, an equal aggregate principal amount of certificated Notes of
authorized denominations. Any portion of a Global Note transferred pursuant to
this Section shall be executed, authenticated and delivered only in
denominations of $1,000 principal amount and any integral multiple thereof and
registered in such names as the Depository shall direct. Any Definitive Note
delivered in exchange for an interest in the Global Note shall, except as
otherwise provided by Section 2.3(e), bear the restricted Notes legend set forth
in Exhibit A hereto.

       (c) Subject to the provisions of Section 2.4(b), the Holder of a Global
Note shall be entitled to grant proxies and otherwise authorize any Person,
including Agent Members and Persons that may hold interests through Agent
Members, to take any action which a Holder is entitled to take under the
Indenture or the Notes.

       (d) In the event of the occurrence of any of the events specified in
Section 2.4(a), the Company shall promptly make available to the Trustee a
reasonable supply of Definitive Notes in definitive, fully registered form
without interest coupons.


                                     APP-11
<Page>

                                                                       EXHIBIT A

                         [FORM OF FACE OF INITIAL NOTE]

                             [Global Notes Legend]

       UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

       TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.

                           [Restricted Notes Legend]

       THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT") AND NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN (OR THEREIN) MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS SECURITY, AGREES FOR THE BENEFIT OF THE
ISSUER THAT THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE THERETO
UNDER RULE 144(K) UNDER THE SECURITIES ACT WHICH IS APPLICABLE TO THIS SECURITY
(THE "RESALE RESTRICTION TERMINATION DATE") OTHER THAN (1) TO EITHER THE ISSUER
OR ITS SUBSIDIARIES, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" WITHIN THE
MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO WHOM NOTICE IS GIVEN THAT THE


                                      A-1
<Page>

RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS
INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON
THE REVERSE OF THIS SECURITY IF THIS SECURITY IS NOT IN BOOK-ENTRY FORM), (3) TO
A NON-"U.S. PERSON" IN AN "OFFSHORE TRANSACTION" (AS SUCH TERMS ARE DEFINED IN
REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE
SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE
CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY IF THIS SECURITY IS NOT
IN BOOK-ENTRY FORM), (4) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING THE EXEMPTION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, OR (5) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, SUBJECT IN EACH OF
THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS
PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES
WITHIN ITS OR THEIR CONTROL, AND SUBJECT TO THE RIGHT OF THE ISSUER OR THE
TRUSTEE FOR THE SECURITIES PRIOR TO ANY SUCH SALE, PLEDGE OR OTHER TRANSFER
PURSUANT TO CLAUSE (4) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS
LEGEND WILL BE REMOVED UPON REQUEST OF THE HOLDER ON OR AFTER THE RESALE
RESTRICTION TERMINATION DATE.

                  [Temporary Regulation S Global Note Legend]

EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY
REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT
REGULATION S GLOBAL NOTE OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES
REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON
TRANSFER PRIOR TO THE EXPIRATION OF THE "40-DAY DISTRIBUTION COMPLIANCE PERIOD"
(WITHIN THE MEANING OF RULE 903(c)(3) OF REGULATION S UNDER THE SECURITIES ACT)
AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE
THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S.
PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE
REGISTRATION UNDER THE SECURITIES ACT. DURING SUCH 40-DAY DISTRIBUTION
COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S
GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED THROUGH EUROCLEAR BANK
S.A./N.A., AS OPERATOR OF THE EUROCLEAR SYSTEM, OR CLEARSTREAM BANKING, SOCIETE
ANONYME AND ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH
RULE 904 UNDER THE SECURITIES ACT, OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN


                                      A-2
<Page>

EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES. HOLDERS OF INTERESTS IN THIS TEMPORARY
REGULATION S GLOBAL NOTE WILL NOTIFY ANY PURCHASER OF THIS NOTE OF THE RESALE
REFERRED TO ABOVE, IF THEN APPLICABLE.

BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY BE EXCHANGED
FOR INTERESTS IN A RULE 144A GLOBAL NOTE ONLY IF (1) SUCH EXCHANGE OCCURS IN
CONNECTION WITH A TRANSFER OF THE NOTES IN COMPLIANCE WITH RULE 144A AND (2) THE
TRANSFEROR OF THE TEMPORARY REGULATION S GLOBAL NOTE FIRST DELIVERS TO THE
TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE
EFFECT THAT THE TEMPORARY REGULATION S GLOBAL NOTE IS BEING TRANSFERRED TO A
PERSON (A) WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, (B) PURCHASING FOR ITS OWN
ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

BENEFICIAL INTEREST IN A RULE 144A GLOBAL NOTE MAY BE TRANSFERRED TO A PERSON
WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL NOTE,
WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE
PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO THE TRUSTEE A WRITTEN
CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT IF
SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S
OR RULE 144 (IF AVAILABLE) AND THAT, IF SUCH TRANSFER OCCURS PRIOR TO THE
EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, THE INTEREST
TRANSFERRED WILL BE HELD IMMEDIATELY THEREAFTER THROUGH EUROCLEAR BANK S.A./N.A.
OR CLEARSTREAM BANKING, SOCIETE ANONYME.


                                      A-3
<Page>

No. [___________]                                                   $__________

                                                               CUSIP No. ______

                          7 1/4% Senior Note due 2013

       CINCINNATI BELL INC., an Ohio corporation, promises to pay to ___________
or registered assigns, the principal amount of [ ] Dollars on July 15, 2013 (the
"Stated Maturity Date").

       Interest Payment Dates: January 15 and July 15, commencing January 15,
2004.

       Record Dates: January 1 and July 1.

       Additional provisions of this Note are set forth on the other side of
this Note.

       IN WITNESS WHEREOF, the parties have caused this instrument to be duly
executed.

                                           CINCINNATI BELL INC.

                                           By:
                                               ---------------------------------
                                               Name:
                                               Title:

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

The Bank of New York, Trustee, certifies that this is one of the Notes referred
to in the Indenture.

                                           By:
                                               ---------------------------------
                                               Authorized Signatory

Dated:


                                      A-4
<Page>

                     [FORM OF REVERSE SIDE OF INITIAL NOTE]
                          7 1/4% Senior Note due 2013

1.     INTEREST

       (a) CINCINNATI BELL INC., an Ohio corporation (the "Company"), promises
to pay interest on the principal amount of this Note at 7 1/4% per annum from
the most recent date to which interest has been paid or, if no interest has been
paid, from July 11, 2003. The Company will pay interest semi-annually in arrears
on January 15 and July 15 of each year, commencing January 15, 2004, or if any
such day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of original issuance; PROVIDED that if there is no existing Default or
Event of Default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest
Payment Date, except in the case of the original issuance of Notes, in which
case interest shall accrue from the date of authentication. The Company shall
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is the rate then in effect; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent lawful.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

       (b) ADDITIONAL INTEREST. The holder of this Note is entitled to the
benefits of the Registration Rights Agreement, dated as of the date hereof, by
and among the Company, the Guarantors and the Purchasers named therein.
Capitalized terms used in this paragraph (b) but not defined herein have the
meanings assigned to them in the Registration Rights Agreement. If (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 (except as otherwise permitted in the
Registration Rights Agreement); or (B) such Registration Statement or the
related prospectus ceases to be usable (except as otherwise permitted in the
Registration Rights Agreement) in connection with resales of Transfer Restricted
Securities during the periods specified therein 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 (each such event referred to in clauses (i) through
(v), a "Registration Default"), the Company and the Guarantors will be jointly
and severally obligated to pay Additional Interest to each holder of Transfer
Restricted 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


                                      A-5
<Page>

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. All accrued Additional Interest shall be paid to Holders in the same
manner as interest payments on the Notes on semi-annual payment dates which
correspond to interest payments for the Notes. Following the cure of all
Registration Defaults, the accrual of Additional Interest shall cease. The
Trustee shall have no responsibility with respect to the determination of the
amount of any such Additional Interest.

       (c) RECORD DATES, ETC. Upon the issuance of an Exchange Note in exchange
for this Note, any accrued and unpaid interest (including Additional Interest)
on this Note shall cease to be payable to the Holder hereof but such accrued and
unpaid interest (including Additional Interest) shall be payable on the next
Interest Payment Date for such Exchange Note to the Holder thereof on the
related Regular Record Date. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in the
Agreement, be paid to the Person in whose name this Note is registered at the
close of business on the Regular Record Date (the "Regular Record Date") for
such interest which shall be the first calendar day (whether or not a Business
Day) of the calendar month in which such Interest Payment Date occurs.

2.     METHOD OF PAYMENT

       The Company shall pay interest on the Notes (except defaulted interest)
to the Persons who are registered holders of Notes at the close of business on
the January 1 or July 1 next preceding the Interest Payment Date even if Notes
are canceled after the record date and on or before the Interest Payment Date.
Holders must surrender Notes to a Paying Agent to collect principal payments.
The Company shall pay principal, Additional Interest, if any, and interest in
money of the United States of America that at the time of payment is legal
tender for payment of public and private debts. The Company will make all money
payments in respect of a certificated Note (including principal and interest),
at the office of the Paying Agent or, at the option of the Company, by mailing a
check to the registered address of each Holder thereof; PROVIDED, HOWEVER, that
money payments on the Notes shall be made, in the case of a Holder of at least
$1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States of
America if such Holder elects payment by wire transfer by giving written notice
to the Trustee or the Paying Agent to such effect designating such account no
later than 30 days immediately preceding the relevant due date for payment (or
such other date as the Trustee may accept in its discretion).

3.     PAYING AGENT AND REGISTRAR

       Initially, The Bank of New York, a banking corporation organized under
the laws of the State of New York (the "Trustee"), will act as Paying Agent and
Registrar. The Company may appoint and change any Paying Agent, Registrar
without notice. The Company or any of its domestically incorporated Subsidiaries
(other than any member of the BRCOM Group) may act as Paying Agent, Registrar.


                                      A-6
<Page>

4.     INDENTURE

       The Company issued the Notes under an Indenture, dated as of July 11,
2003 (the "Indenture"), by and between the Company and the Trustee. The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms
defined in the Indenture and used but not defined herein have the meanings
ascribed thereto in the Indenture. The Notes are subject to all terms and
provisions of the Indenture, and Holders (as defined in the Indenture) are
referred to the Indenture and the TIA for a statement of such terms and
provisions.

       The Notes are senior unsecured obligations of the Company. This Note is
one of the series of the Initial Notes that are referred to in the Indenture
issued in an aggregate original principal amount of $500,000,000. The Notes
include the Initial Notes and any Exchange Notes and Private Exchange Notes
issued in exchange for Initial Notes. The Initial Notes, the Exchange Notes and
the Private Exchange Notes are treated as a single class of Notes under the
Indenture. The Initial Notes of each series and the Exchange Notes and Private
Exchange Notes of the corresponding series are treated as a single series of
Notes under the Indenture. The Indenture imposes certain limitations on the
ability of the Company and its Restricted Subsidiaries to, among other things,
make certain Investments and other Restricted Payments, pay dividends and other
distributions, incur Indebtedness, enter into consensual restrictions upon the
payment of certain dividends and distributions by such Restricted Subsidiaries,
issue or sell shares of Capital Stock of such Restricted Subsidiaries, enter
into or permit certain transactions with Affiliates and make asset sales. The
Indenture also imposes limitations on the ability of the Company to consolidate
or merge with or into any other Person or convey, transfer or lease all or
substantially all of the property of the Company.

       The Notes are guaranteed, on a senior unsecured basis, by all existing
and future Restricted Subsidiaries that are or shall become Guarantors in
accordance with the terms of the Indenture.

5.     OPTIONAL REDEMPTION

       Except as set forth in the following paragraph, the Company may not
redeem the Notes prior to July 15, 2008. After this date, the Company may redeem
the Notes, in whole or in part, on not less than thirty (30) nor more than sixty
(60) days' prior notice, at the following redemption prices (expressed as
percentages of principal amount), plus accrued and unpaid interest and
Additional Interest thereon, if any, to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest and
Additional Interest, if any due on the relevant interest payment date), if
redeemed during the twelve month period commencing on July 15 of the years set
forth below:

        Year                                        Redemption Price
        ----                                        ----------------

        2008........................................... 103.625%
        2009........................................... 102.417%
        2010........................................... 101.208%
        2011 and thereafter............................ 100.000%


                                      A-7
<Page>

       Prior to July 15, 2006, the Company may, on one or more occasions, also
redeem up to a maximum of 35% of the aggregate principal amount of the Notes
(calculated giving effect to any issuance of Additional Notes) with the Net Cash
Proceeds of one or more Equity Offerings by the Company, at a redemption price
equal to 107.250% of the aggregate principal amount thereof, plus accrued and
unpaid interest and Additional Interest thereon, if any, to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); PROVIDED HOWEVER,
that after giving effect to such redemption:

              a. at least 65% of the aggregate principal amount of the Notes
       (calculated giving effect to any issuance of Additional Notes) remains
       outstanding; and

              b. any such redemption by the Company must be made within 60 days
       of such Equity Offering and must be made in accordance with certain
       procedures set forth in the Indenture.

6.     SINKING FUND

       The Notes are not subject to any sinking fund.

7.     NOTICE OF REDEMPTION

       Notice of redemption will be mailed by first-class mail at least 30 days
but not more than 60 days before the Redemption Date to each Holder of Notes to
be redeemed at such Holder's registered address. Notes in denominations larger
than $1,000 may be redeemed in part but only in multiples of $1,000. If money
sufficient to pay the Redemption Price of and accrued and unpaid interest and
Additional Interest, if any, on all Notes (or portions thereof) to be redeemed
on the Redemption Date is deposited with the Paying Agent on or before the
Redemption Date and certain other conditions are satisfied, on and after such
date, cash interest and Additional Interest, if any, ceases to accrue on such
Notes (or such portions thereof) called for redemption.

8.     REPURCHASE OF NOTES AT THE OPTION OF HOLDERS UPON CHANGE OF CONTROL AND
       SALE OF ASSETS

       Upon the occurrence of a Change of Control, each Holder of Notes shall
have the right, subject to certain conditions specified in the Indenture, to
require the Company to repurchase all or any part of the Notes of such Holder at
a purchase price in cash equal to 101% of the aggregate principal amount of the
Notes to be repurchased, plus accrued and unpaid interest thereon and Additional
Interest, if any, in respect thereof to the date of repurchase (subject to the
right of Holders of record on the relevant record date to receive interest due
and Additional Interest, if any, on the relevant Interest Payment Date) as
provided in, and subject to the terms of, the Indenture.


                                      A-8
<Page>

       In accordance with Section 4.10 of the Indenture, the Company will be
required to offer to purchase Notes upon the occurrence of certain sales of
assets.

9.     DENOMINATIONS; TRANSFER; EXCHANGE

       The Notes are in registered form without coupons in denominations of
$1,000 and multiples thereof. A Holder may transfer or exchange Initial Notes in
accordance with the Indenture. Upon any transfer or exchange, the Registrar and
the Trustee may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes required by law or
permitted by the Indenture. The Company shall not be required to make and the
Registrar need not register transfers or exchanges of Notes selected for
redemption (except, in the case of a Note to be redeemed in part, the portion of
the Note not to be redeemed) or any Notes for a period of 15 days prior to a
selection of Notes to be redeemed.

10.    PERSONS DEEMED OWNERS

       Except as provided in paragraph 2 hereof, the registered Holder of this
Note shall be treated as the owner of it for all purposes.

11.    UNCLAIMED MONEY

       If money for the payment of principal of or interest on the Notes has
been deposited with the Trustee or Paying Agent and remains unclaimed for two
years after such amount is due and payable, the Trustee or Paying Agent shall
pay the money back to the Company at its written request unless an abandoned
property law designates another Person. After any such payment, the Trustee and
the Paying Agent shall have no further liability for such funds and Holders
entitled to the money must look only to the recipient and not to the Trustee for
payment.

12.    DISCHARGE AND DEFEASANCE

       Subject to certain conditions, the Company at any time may terminate some
of or all its obligations under the Notes and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal of and interest on the Notes to redemption or maturity, as the case
may be.

13.    AMENDMENT, WAIVER

       Subject to certain exceptions set forth in the Indenture, (a) the
Indenture or the Notes may be amended without prior notice to any Holder but
with the written consent of the Holders of at least a majority in aggregate
principal amount of the Notes then outstanding (including consents obtained in
connection with a tender offer or exchange for the Notes) and (b) any default
may be waived with the written consent of the Holders of at least a majority in
principal amount of the outstanding Notes. Subject to certain exceptions set
forth in the Indenture, without notice to or the consent of any Holder of Notes,
the Company, the Guarantors and the Trustee may amend the Indenture or the Notes
to: (a) cure any ambiguity, omission, defect or inconsistency; (b) provide for
the assumption by a successor corporation of the obligations of the Company
under the Indenture; (c) provide for uncertificated Notes in addition to or in
place of certificated Notes; PROVIDED, HOWEVER, that the uncertificated Notes
are issued in registered form


                                      A-9
<Page>

for purposes of Section 163(f) of the Code or in a manner such that the
uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (d) add
additional Guarantees of the Notes; (e) secure the Notes; (f) add to the
covenants of the Company for the benefit of the Holders or to surrender any
right or power conferred upon the Company in the Indenture; (g) comply with any
requirement of the Commission in connection with qualifying, or maintaining the
qualification of, the Indenture under the TIA; (h) make any change that does not
adversely affect the rights of any Holder, subject to the provisions of the
Indenture; (i) provide for the issuance of the Exchange Notes or Additional
Notes; or (j) change the name or title of the Notes, and any conforming changes
related thereto.

14.    DEFAULTS, REMEDIES AND ACCELERATION

       If an Event of Default (other than an Event of Default relating to
certain events of bankruptcy, insolvency or reorganization of the Company)
occurs and is continuing, the Trustee or the Holders of 25% or more in principal
amount of the outstanding Notes may declare the principal of and accrued but
unpaid interest on all the Notes to be due and payable. Upon such a declaration,
such principal and interest shall be due and payable immediately. If an Event of
Default relating to certain events of bankruptcy, insolvency or reorganization
of the Company occurs, the principal of and interest on all the Notes shall
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holders. Under certain circumstances, the
Holders of a majority in principal amount of the Notes may rescind any such
acceleration with respect to the Notes and its consequences.

       Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default occurs and is continuing, the Trustee will
be under no obligation to exercise any rights or powers under the Indenture at
the request or direction of any of the Holders, unless such Holders have offered
to the Trustee reasonable indemnity or security against any loss, liability or
expense. Except to enforce the right to receive payment of principal or interest
when due, no Holder may pursue any remedy with respect to the Indenture or the
Notes unless (i) such Holder has previously given to the Trustee written notice
stating that an Event of Default is continuing, (ii) Holders of at least 25% in
principal amount of the outstanding Notes have requested the Trustee in writing
to pursue the remedy, (iii) such Holder or Holders have offered to the Trustee
reasonable security or indemnity against any loss, liability or expense, (iv)
the Trustee has not complied with such request within 60 days after receipt of
the request and the offer of security or indemnity and (v) the Holders of a
majority in principal amount of the outstanding Notes have not given the Trustee
a direction inconsistent with such request during such 60-day period. Subject to
certain restrictions, the Holders of a majority in principal amount of the
outstanding Notes are given the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. The Trustee, however,
may refuse to follow any direction that conflicts with law or the Indenture or,
subject to certain exceptions in the Indenture, that the Trustee determines is
unduly prejudicial to the rights of other Holders or would involve the Trustee
in personal liability. Prior to taking any action under the Indenture, the
Trustee shall be entitled to indemnification satisfactory to it in its sole
discretion against all losses and expenses caused by taking or not taking such
action.


                                      A-10
<Page>

15.    TRUSTEE DEALINGS WITH THE COMPANY

       Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Company or its Affiliates and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee.

16.    NO RECOURSE AGAINST OTHERS

       A director, officer, employee or stockholder, as such, of the Company or
any of the Subsidiaries shall not have any liability for any obligations of the
Company or any of the Subsidiaries under the Notes or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Note, each Holder waives and releases all such
liability. The waiver and release are part of the consideration for the issue of
the Notes.

17.    AUTHENTICATION

       This Note shall not be valid until an authorized signatory of the Trustee
(or an authenticating agent) manually signs the certificate of authentication on
the other side of this Note.

18.    ABBREVIATIONS

       Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

19.    GOVERNING LAW

       THIS NOTE 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.

20.    CUSIP NUMBERS

       The Company has caused CUSIP numbers to be printed on the Notes and has
directed the Trustee to use CUSIP numbers in notices of redemption as a
convenience to Holders. No representation is made as to the accuracy of such
numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers
placed thereon.

21.    DESIGNATIONS

       For purposes of the Convertible Subordinated Indenture this Note shall
constitute "Designated Senior Debt" and for purposes of the 16% Notes Indenture,
this Note shall constitute "Designated Senior Indebtedness."


                                      A-11
<Page>

22.    HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT

       Each Holder of a Note, by acceptance hereof, acknowledges and agrees to
the provisions of the Registration Rights Agreement, including the obligations
of the Holders with respect to a registration and the indemnification of the
Company to the extent provided therein.

       THE COMPANY WILL FURNISH TO ANY HOLDER OF NOTES UPON WRITTEN REQUEST AND
WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE TEXT OF
THIS NOTE.




                                      A-12
<Page>

                                ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to


                           -----------------------------------------------------
                           (Print or type assignee's name, address and zip code)


                           -----------------------------------------------------
                                   (Insert assignee's soc. sec. or tax I.D. No.)


and irrevocably appoint                         agent to transfer this Note on
the books of the Company. The agent may substitute another to act for him.


-------------------------------------------------------------------------


Date:                        Your Signature:
     --------------------                    ----------------------------


-------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Note.




                                      A-13
<Page>

CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF
TRANSFER RESTRICTED SECURITIES

This certificate relates to $_________ principal amount of Notes held in
definitive form by the undersigned.

The undersigned has requested the Trustee by written order to exchange or
register the transfer of a Note or Notes.

In connection with any transfer of any of the Notes evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act, the undersigned confirms that such Notes are
being transferred in accordance with its terms:


CHECK ONE BOX BELOW

/_/ (1) to the Company; or

/_/ (2) to the Registrar for registration in the name of the Holder, without
        transfer; or

/_/ (3) pursuant to an effective registration statement under the Securities Act
        of 1933; or

/_/ (4) inside the United States to a "qualified institutional buyer" (as
        defined in Rule 144A under the Securities Act of 1933) that purchases
        for its own account or for the account of a qualified institutional
        buyer to whom notice is given that such transfer is being made in
        reliance on Rule 144A, in each case pursuant to and in compliance with
        Rule 144A under the Securities Act of 1933; or

/_/ (5) outside the United States in an offshore transaction within the meaning
        of Regulation S under the Securities Act in compliance with Rule 904
        under the Securities Act of 1933; or

/_/ (6) to an institutional "accredited investor" (as defined in Rule 501(a)(1),
        (2), (3) or (7) under the Securities Act of 1933) that has furnished to
        the Trustee a signed letter containing certain representations and
        agreements; or

/_/ (7) pursuant to another available exemption from registration provided by
        Rule 144 under the Securities Act of 1933.


                                      A-14
<Page>

              Unless one of the boxes is checked, the Trustee will refuse to
              register any of the Notes evidenced by this certificate in the
              name of any Person other than the registered holder thereof;
              PROVIDED, HOWEVER, that if box (5), (6) or (7) is checked, the
              Trustee may require, prior to registering any such transfer of the
              Notes, such legal opinions, certifications and other information
              as the Company has reasonably requested to confirm that such
              transfer is being made pursuant to an exemption from, or in a
              transaction not subject to, the registration requirements of the
              Securities Act of 1933.


                                          -------------------------------------
                                          Your Signature

Signature Guarantee:

Date:
      -----------------------             --------------------------------------
Signature must be guaranteed              Signature of Signature Guarantee
by a participant in a
recognized signature guaranty
medallion program or other
signature guarantor acceptable
to the Trustee

          ------------------------------------------------------------

             TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act of 1933, and is aware
that the sale to it is being made in reliance on Rule 144A and acknowledges that
it has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated:
      -----------------------             --------------------------------------
                                          NOTICE: To be executed by an
                                                  executive officer


                                      A-15
<Page>

                       OPTION OF HOLDER TO ELECT PURCHASE

       If you want to elect to have this Note purchased by the Company pursuant
to Section 4.09 (Change of Control) or Section 4.10 (Application of Excess
Proceeds from Sale of Assets) of the Indenture, check the box:

                   / /                                 / /
       Limitation on Sales of Assets            Change of Control
           and Subsidiary Stock

       Limitation on Sales of Assets and Subsidiary Stock Change of Control If
you want to elect to have only part of this Note purchased by the Company
pursuant to Section 4.09 or 4.10 of the Indenture, state the principal amount
($1,000 or a multiple thereof):

$


Date: __________________          Your Signature: ______________________________
(Sign exactly as your name appears on the other side of the Note)


Signature Guarantee:____________________________________________________________
                     Signature must be guaranteed by a participant in a
                     recognized signature guaranty medallion program or other
                     signature guarantor acceptable to the Trustee



                                      A-16
<Page>

                        [TO BE ATTACHED TO GLOBAL NOTES]

               SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:


<Table>
<Caption>

                                                          Principal
                 Amount of           Amount of          Amount of this      Signature of
                decrease in         increase in          Global Note         authorized
                 Principal           Principal          following such         officer
Date of        Amount of this      Amount of this        decrease or        of Trustee or
Exchange        Global Note         Global Note           increase         Notes Custodian
--------        -----------         -----------           --------         ---------------
<S>             <C>                 <C>                 <C>                <C>














</Table>




                                      A-17
<Page>

                                                                       EXHIBIT B

                         [FORM OF FACE OF EXCHANGE NOTE
                        OR PRIVATE EXCHANGE NOTE]__*/**/

*/ If the Note is to be issued in global form add the Global Notes Legend from
Exhibit A and the attachment from such Exhibit A captioned "[TO BE ATTACHED TO
GLOBAL NOTES] - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE".

**/ If the Note is a Private Exchange Note issued in a Private Exchange to a
Purchaser holding an unsold portion of its initial allotment, add the Restricted
Notes Legend from Exhibit A and replace the Assignment Form included in this
Exhibit B with the Assignment Form included in such Exhibit A.










                                      B-1
<Page>

No. [___________]                                                    $__________

                                                                CUSIP No. ______

                          7 1/4% Senior Note due 2013

       CINCINNATI BELL INC., an Ohio corporation, promises to pay to
___________________, or registered assigns, the principal amount of [ ] Dollars
on July 15, 2013 (the "Stated Maturity Date").

       Interest Payment Dates: January 15 and July 15, commencing January 15,
2004.

       Record Dates: January 1 and July 1.









                                      B-2
<Page>

       Additional provisions of this Note are set forth on the other side of
this Note.

       IN WITNESS WHEREOF, the parties have caused this instrument to be duly
executed.

                                          CINCINNATI BELL INC.

                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

       The Bank of New York, Trustee, certifies that this is one of the Notes
referred to in the Indenture.

                                          By:
                                              ----------------------------------
                                              Authorized Signatory


Dated:





                                      B-3
<Page>

                     [FORM OF REVERSE SIDE OF EXCHANGE NOTE
                           OR PRIVATE EXCHANGE NOTE]
                          7 1/4% Senior Note due 2013


1.     INTEREST

       CINCINNATI BELL INC., an Ohio corporation (the "Company"), promises to
pay interest on the principal amount of this Note at 7 1/4% per annum from the
most recent date to which interest has been paid or, if no interest has been
paid, from July 11, 2003. The Company will pay interest semi-annually in arrears
on January 15 and July 15 of each year, commencing January 15, 2004, or if any
such day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of original issuance; PROVIDED that if there is no existing Default or
Event of Default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest
Payment Date, except in the case of the original issuance of Notes, in which
case interest shall accrue from the date of authentication. The Company shall
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is the rate then in effect; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent lawful.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

2.     METHOD OF PAYMENT

       The Company shall pay interest on the Notes (except defaulted interest)
to the Persons who are registered holders of Notes at the close of business on
the January 1 or July 1 next preceding the Interest Payment Date even if Notes
are canceled after the record date and on or before the Interest Payment Date.
Holders must surrender Notes to a Paying Agent to collect principal payments.
The Company shall pay principal and interest in money of the United States of
America that at the time of payment is legal tender for payment of public and
private debts. The Company will make all money payments in respect of a
certificated Note (including principal and interest), at the office of the
Paying Agent or, at the option of the Company, by mailing a check to the
registered address of each Holder thereof; PROVIDED, HOWEVER, that money
payments on the Notes shall be made, in the case of a Holder of at least
$1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee
or the Paying Agent to such effect designating such account no later than 30
days immediately preceding the relevant due date for payment (or such other date
as the Trustee may accept in its discretion).


                                      B-4
<Page>

3.     PAYING AGENT AND REGISTRAR

       Initially, The Bank of New York, a banking corporation organized under
the laws of the State of New York (the "Trustee"), will act as Paying Agent and
Registrar. The Company may appoint and change any Paying Agent, Registrar
without notice. The Company or any of its domestically incorporated Subsidiaries
(other than any member of the BRCOM Group) may act as Paying Agent, Registrar.

4.     INDENTURE

       The Company issued the Notes under an Indenture, dated as of July 11,
2003 (the "Indenture"), by and between the Company and the Trustee. The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms
defined in the Indenture and used but not defined herein have the meanings
ascribed thereto in the Indenture. The Notes are subject to all terms and
provisions of the Indenture, and Holders (as defined in the Indenture) are
referred to the Indenture and the TIA for a statement of such terms and
provisions.

       The Notes are senior unsecured obligations of the Company. This Note is
one of the Exchange Notes referred to in the Indenture. The Notes include the
Initial Notes and the Exchange Notes and any Private Exchange Notes issued in
exchange for Initial Notes. The Initial Notes, the Exchange Notes and the
Private Exchange Notes are treated as a single class of Notes under the
Indenture. The Initial Notes of each series and the Exchange Notes and the
Private Exchange Notes of the corresponding series are treated as a single
series of Notes under the Indenture. The Indenture imposes certain limitations
on the ability of the Company and its Restricted Subsidiaries to, among other
things, make certain Investments and other Restricted Payments, pay dividends
and other distributions, incur Indebtedness, enter into consensual restrictions
upon the payment of certain dividends and distributions by such Restricted
Subsidiaries, issue or sell shares of Capital Stock of such Restricted
Subsidiaries, enter into or permit certain transactions with Affiliates and make
asset sales. The Indenture also imposes limitations on the ability of the
Company to consolidate or merge with or into any other Person or convey,
transfer or lease all or substantially all of the property of the Company.

       The Notes are guaranteed, on a senior unsecured basis, by all existing
and future Restricted Subsidiaries that are or shall become Guarantors in
accordance with the terms of the Indenture.

5.     OPTIONAL REDEMPTION

       Except as set forth in the following paragraph, the Company may not
redeem the Notes prior to July 15, 2008. After this date, the Company may redeem
the Notes, in whole or in part, on not less than thirty (30) nor more than sixty
(60) days' prior notice, at the following redemption prices (expressed as
percentages of principal amount), plus accrued and unpaid interest to the
redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date), if
redeemed during the twelve month period commencing on July 15 of the years set
forth below:


                                      B-5
<Page>

        Year                                        Redemption Price
        ----                                        ----------------

        2008........................................... 103.625%
        2009........................................... 102.417%
        2010........................................... 101.208%
        2011 and thereafter............................ 100.000%

       Prior to July 15, 2006, the Company may, on one or more occasions, also
redeem up to a maximum of 35% of the aggregate principal amount of the Notes
(calculated giving effect to any issuance of Additional Notes) with the Net Cash
Proceeds of one or more Equity Offerings by the Company, at a redemption price
equal to 107.250% of the aggregate principal amount thereof, plus accrued and
unpaid interest thereon to the redemption date (subject to the right of Holders
of record on the relevant record date to receive interest due on the relevant
interest payment date); PROVIDED HOWEVER, that after giving effect to such
redemption:

              a. at least 65% of the aggregate principal amount of the Notes
       (calculated giving effect to any issuance of Additional Notes) remains
       outstanding; and

              b. any such redemption by the Company must be made within 60 days
       of such Equity Offering and must be made in accordance with certain
       procedures set forth in the Indenture.

6.     SINKING FUND

       The Notes are not subject to any sinking fund.

7.     NOTICE OF REDEMPTION

       Notice of redemption will be mailed by first-class mail at least 30 days
but not more than 60 days before the Redemption Date to each Holder of Notes to
be redeemed at such Holder's registered address. Notes in denominations larger
than $1,000 may be redeemed in part but only in multiples of $1,000. If money
sufficient to pay the redemption price of and accrued and unpaid interest on all
Notes (or portions thereof) to be redeemed on the Redemption Date is deposited
with the Paying Agent on or before the Redemption Date and certain other
conditions are satisfied, on and after such date, cash interest ceases to accrue
on such Notes (or such portions thereof) called for redemption.

8.     REPURCHASE OF NOTES AT THE OPTION OF HOLDERS UPON CHANGE OF CONTROL AND
       SALE OF ASSETS

       Upon the occurrence of a Change of Control, each Holder of Notes shall
have the right, subject to certain conditions specified in the Indenture, to
require the Company to repurchase all or any part of the Notes of such Holder at
a purchase price in cash equal to 101% of the aggregate principal amount of the
Notes to be repurchased, plus accrued and unpaid interest thereon in respect
thereof to the date of repurchase (subject to the right of Holders of record on


                                      B-6
<Page>

the relevant record date to receive interest due on the relevant Interest
Payment Date) as provided in, and subject to the terms of, the Indenture.

       In accordance with Section 4.10 of the Indenture, the Company will be
required to offer to purchase Notes upon the occurrence of certain sales of
assets.

9.     DENOMINATIONS; TRANSFER; EXCHANGE

       The Notes are in registered form without coupons in denominations of
$1,000 and multiples thereof. A Holder may transfer or exchange Initial Notes in
accordance with the Indenture. Upon any transfer or exchange, the Registrar and
the Trustee may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes required by law or
permitted by the Indenture. The Company shall not be required to make and the
Registrar need not register transfers or exchanges of Notes selected for
redemption (except, in the case of a Note to be redeemed in part, the portion of
the Note not to be redeemed) or any Notes for a period of 15 days prior to a
selection of Notes to be redeemed.

10.    PERSONS DEEMED OWNERS

       Except as provided in paragraph 2 hereof, the registered Holder of this
Note shall be treated as the owner of it for all purposes.

11.    UNCLAIMED MONEY

       If money for the payment of principal of or interest on the Notes has
been deposited with the Trustee or Paying Agent and remains unclaimed for two
years after such amount is due and payable, the Trustee or Paying Agent shall
pay the money back to the Company at its written request unless an abandoned
property law designates another Person. After any such payment, the Trustee and
the Paying Agent shall have no further liability for such funds and Holders
entitled to the money must look only to the recipient and not to the Trustee for
payment.

12.    DISCHARGE AND DEFEASANCE

       Subject to certain conditions, the Company at any time may terminate some
of or all its obligations under the Notes and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal of and interest on the Notes to redemption or maturity, as the case
may be.

13.    AMENDMENT, WAIVER

       Subject to certain exceptions set forth in the Indenture, (a) the
Indenture or the Notes may be amended without prior notice to any Holder but
with the written consent of the Holders of at least a majority in aggregate
principal amount of the Notes then outstanding (including consents obtained in
connection with a tender offer or exchange for the Notes) and (b) any default
may be waived with the written consent of the Holders of at least a majority in
principal amount of the outstanding Notes. Subject to certain exceptions set
forth in the Indenture, without notice to or the consent of any Holder of Notes,
the Company, the Guarantors and the Trustee may amend the Indenture or the Notes
to: (a) cure any ambiguity, omission, defect or


                                      B-7
<Page>

inconsistency; (b) provide for the assumption by a successor corporation of the
obligations of the Company under the Indenture; (c) provide for uncertificated
Notes in addition to or in place of certificated Notes; PROVIDED, HOWEVER, that
the uncertificated Notes are issued in registered form for purposes of Section
163(f) of the Code or in a manner such that the uncertificated Notes are
described in Section 163(f)(2)(B) of the Code; (d) add additional Guarantees of
the Notes; (e) secure the Notes; (f) add to the covenants of the Company for the
benefit of the Holders or to surrender any right or power conferred upon the
Company in the Indenture; (g) comply with any requirement of the Commission in
connection with qualifying, or maintaining the qualification of, the Indenture
under the TIA; (h) make any change that does not adversely affect the rights of
any Holder, subject to the provisions of the Indenture; (i) provide for the
issuance of the Exchange Notes or Additional Notes; or (j) change the name or
title of the Notes, and any conforming changes related thereto.

14.    DEFAULTS, REMEDIES AND ACCELERATION

       If an Event of Default (other than an Event of Default relating to
certain events of bankruptcy, insolvency or reorganization of the Company)
occurs and is continuing, the Trustee or the Holders of 25% or more in principal
amount of the outstanding Notes may declare the principal of and accrued but
unpaid interest on all the Notes to be due and payable. Upon such a declaration,
such principal and interest shall be due and payable immediately. If an Event of
Default relating to certain events of bankruptcy, insolvency or reorganization
of the Company occurs, the principal of and interest on all the Notes shall
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holders. Under certain circumstances, the
Holders of a majority in principal amount of the Notes may rescind any such
acceleration with respect to the Notes and its consequences.

       Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default occurs and is continuing, the Trustee will
be under no obligation to exercise any rights or powers under the Indenture at
the request or direction of any of the Holders, unless such Holders have offered
to the Trustee reasonable indemnity or security against any loss, liability or
expense. Except to enforce the right to receive payment of principal or interest
when due, no Holder may pursue any remedy with respect to the Indenture or the
Notes unless (i) such Holder has previously given to the Trustee written notice
stating that an Event of Default is continuing, (ii) Holders of at least 25% in
principal amount of the outstanding Notes have requested the Trustee in writing
to pursue the remedy, (iii) such Holder or Holders have offered to the Trustee
reasonable security or indemnity against any loss, liability or expense, (iv)
the Trustee has not complied with such request within 60 days after receipt of
the request and the offer of security or indemnity and (v) the Holders of a
majority in principal amount of the outstanding Notes have not given the Trustee
a direction inconsistent with such request during such 60-day period. Subject to
certain restrictions, the Holders of a majority in principal amount of the
outstanding Notes are given the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. The Trustee, however,
may refuse to follow any direction that conflicts with law or the Indenture or,
subject to certain exceptions in the Indenture, that the Trustee determines is
unduly prejudicial to the rights of other Holders or would involve the Trustee
in personal liability. Prior to taking any action under the Indenture, the
Trustee shall be entitled to indemnification


                                      B-8
<Page>

satisfactory to it in its sole discretion against all losses and expenses caused
by taking or not taking such action.

15.    TRUSTEE DEALINGS WITH THE COMPANY

       Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Company or its Affiliates and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee.

16.    NO RECOURSE AGAINST OTHERS

       A director, officer, employee or stockholder, as such, of the Company or
any of the Subsidiaries shall not have any liability for any obligations of the
Company or any of the Subsidiaries under the Notes or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Note, each Holder waives and releases all such
liability. The waiver and release are part of the consideration for the issue of
the Notes.

17.    AUTHENTICATION

       This Note shall not be valid until an authorized signatory of the Trustee
(or an authenticating agent) manually signs the certificate of authentication on
the other side of this Note.

18.    ABBREVIATIONS

Customary abbreviations may be used in the name of a Holder or an assignee, such
as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN
(=joint tenants with rights of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

19.    GOVERNING LAW

       THIS NOTE 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.

20.    CUSIP NUMBERS

       The Company has caused CUSIP numbers to be printed on the Notes and has
directed the Trustee to use CUSIP numbers in notices of redemption as a
convenience to Holders. No representation is made as to the accuracy of such
numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers
placed thereon.


                                      B-9
<Page>

21.    DESIGNATIONS

       For purposes of the Convertible Subordinated Indenture this Note shall
constitute "Designated Senior Debt" and for purposes of the 16% Notes Indenture,
this Note shall constitute "Designated Senior Indebtedness."

       THE COMPANY WILL FURNISH TO ANY HOLDER OF NOTES UPON WRITTEN REQUEST AND
WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE TEXT OF
THIS NOTE.








                                      B-10
<Page>

                                ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to


                           -----------------------------------------------------
                           (Print or type assignee's name, address and zip code)


                           -----------------------------------------------------
                                   (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint              agent to transfer this Note on the books of
the Company. The agent may substitute another to act for him.


---------------------------------------------------------------------

Date:                    Your Signature:
     ------------------                  ----------------------------


---------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Note.




                                      B-11
<Page>

                       OPTION OF HOLDER TO ELECT PURCHASE

       If you want to elect to have this Note purchased by the Company pursuant
to Section 4.09 (Change of Control) or Section 4.10 (Application of Excess
Proceeds from Sale of Assets) of the Indenture, check the box:


                   / /                                / /
        Limitation on Sales of Assets           Change of Control
           and Subsidiary Stock


       Limitation on Sales of Assets and Subsidiary Stock Change of Control If
you want to elect to have only part of this Note purchased by the Company
pursuant to Section 4.09 or 4.10 of the Indenture, state the principal amount
($1,000 or a multiple thereof):

$


Date: __________________ Your Signature: ___________________________________
(Sign exactly as your name appears on the other side of the Note)


Signature Guarantee:________________________________________________________
                     Signature must be guaranteed by a participant in a
                     recognized signature guaranty medallion program or other
                     signature guarantor acceptable to the Trustee



                                      B-12
<Page>

                                                                       EXHIBIT C

                         FORM OF SUPPLEMENTAL GUARANTEE

       SUPPLEMENTAL GUARANTEE (this "Supplemental Guarantee"), dated as of
_______________, between ____________________ (the "New Guarantor"), a direct or
indirect Cincinnati Bell Inc. (or its successor), an Ohio corporation (the
"Company"), and The Bank of New York, as trustee (the "Trustee").

                             W I T N E S S E T H :

       WHEREAS, the Company and the Subsidiaries listed on the signature pages
thereof have each heretofore executed and delivered to the Trustee an Indenture
(the "Indenture"), dated as of July 11, 2003, providing for the issuance by the
Company of its Senior Notes due 2013 (the "Notes"); and WHEREAS, Section 10.04
of the Indenture provides that under certain circumstances the Company is
required to cause the Guarantor to execute and deliver to the Trustee for the
benefit of the Holders a supplemental agreement pursuant to which the Guarantor
shall unconditionally guarantee all of the Company's obligations under the Notes
pursuant to a Guarantee on the terms and conditions set forth herein;

       NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the New
Guarantor covenants and agrees for the equal and ratable benefit of the Holders
of the Notes as follows:

       1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

       2. AGREEMENT TO GUARANTEE; REGISTRATION RIGHTS AGREEMENT. The New
Guarantor hereby agrees, jointly and severally with all other Guarantors, to
unconditionally guarantee the Company's obligations under the Notes on the terms
and subject to the conditions set forth in Article 10 of the Indenture and to be
bound by all other applicable provisions of the Indenture. The New Guarantor
further agrees to become a party to the Registration Rights Agreement and to be
bound by all provisions thereof.

       3. RATIFICATION OF SUPPLEMENTAL GUARANTEE; SUPPLEMENTAL GUARANTEES PART
OF INDENTURE. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Supplemental Guarantee shall
form a part of the Indenture for all purposes, and every holder of Notes
heretofore or hereafter authenticated and delivered shall be bound hereby.

       4. NO RECOURSE AGAINST OTHERS. No director, officer, employee,
incorporator or stockholder of the New Guarantor, as such, shall have any
liability for any obligations of the Company or any Guarantor under the Notes,
any Guarantee, the Indenture or this Supplemental Guarantee or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes.
Such


                                      C-1
<Page>

waiver may not be effective to waive liabilities under the federal securities
laws and it is the view of the Securities and Exchange Commission that such a
waiver is against public policy.

       5. EFFECTIVENESS. This Supplemental Guarantee shall be effective upon
execution by the parties hereto.

       6. RECITALS. The recitals contained herein shall be taken as the
statements of the Company and the Guarantors; the Trustee assumes no
responsibility for their correctness.

       7. NEW YORK LAW TO GOVERN. 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.

       8. TRUSTEE MAKES NO REPRESENTATION. The Trustee makes no representation
as to the validity or sufficiency of this Supplemental Guarantee.

       9. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Guarantee. Each signed copy shall be an original, but all of them
together represent the same agreement.

       10. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.


                                         [New Guarantor]


                                         By:
                                             -----------------------------------
                                             Name:
                                             Title:



                                      C-2
<Page>

                                                                       EXHIBIT D

                         FORM OF NOTATION OF GUARANTEE

       The undersigned have guaranteed this Note on a senior basis as provided
in the Indenture.

                                         [GUARANTOR]


                                         By:
                                             -----------------------------------
                                             Name:
                                             Title:









                                      D-1