EXHIBIT-4(C)(X)(3)



 




Exhibit (4)(c)(x)(3)



BROADWING INC.

201 EAST FOURTH STREET

CINCINNATI, OHIO 45202




April 30, 2004




	 	 	 
	Goldman Sachs Direct Investment Fund 2000, L.P.

	 	Dover Capital Management 2 LLC
	Goldman, Sachs & Co.

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

	 	1180 Ave of Americas
	85 Broad Street,

	 	Suite 1400
	New York, New York 10004

	 	New York, NY 10036
	 
	 	 
	TCW/Crescent Mezzanine Partners III, L.P.

	 	C-Squared CDO Ltd.
	TCW/Crescent Mezzanine Trust III

	 	c/o TCW/Crescent Mezzanine LLC
	TCW/Crescent Mezzanine Partners III Netherlands, L.P.

	 	200 Park Avenue, 22nd Floor
	c/o TCW/Crescent Mezzanine LLC

	 	New York, New York 10166
	200 Crescent Court, Suite 1600
	 	 
	Dallas, Texas 75201
	 	 
	 
	 	 
	Western and Southern Life Insurance Company

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

	 	GS Mezzanine Partners II Offshore, L.P.
	420 East 4th Street

	 	85 Broad Street
	Cincinnati, Ohio 45202

	 	New York, New York 10004
	 
	 	 
	Oak Hill Securities Fund, L.P.

	 	Lerner Enterprises, L.P.
	Oak Hill Securities Fund II, L.P.

	 	P&PK Family Limited Partnership
	Oak Hill Credit Partners I, Limited

	 	Cardinal Investment Partners I, L.P.
	Oak Hill Credit Partners II, Limited

	 	c/o Oak Hill Advisors, L.P.
	c/o Oak Hill Advisors, L.P.

	 	201 Main Street, Suite 2600
	201 Main Street, Suite 2600

	 	Fort Worth, Texas 76102
	Fort Worth, Texas 76102
	 	 







Re: Amendment to the Purchase Agreement




Gentlemen:




     Reference is made to the Purchase Agreement (the “Purchase Agreement”),
dated as of December 9, 2002, as amended to the date hereof, among Cincinnati
Bell Inc. (f/k/a Broadwing Inc.), an Ohio corporation (the “Company”), and the
persons specified as Purchasers in Schedule 1 to the Purchase Agreement,
regarding the purchase of Senior Subordinated Notes and warrants to purchase
common stock of the Company. Capitalized terms used herein but not defined
herein have the meanings ascribed thereto in the Purchase Agreement.




	1.	 	The Purchase Agreement shall be amended as follows:






	1.1	 	Section 9(ii) (Annual Statements) shall be amended
by deleting the words “one hundred twenty-five (125) days” and
inserting “one hundred fifty-five (155) days”.





     Except as specifically set forth herein, the provisions of the Purchase
Agreement and the Exhibits and Schedules attached thereto remain in full force
and effect. This letter amendment shall not constitute an



 









 




amendment or waiver of any provision of the Purchase Agreement and shall
not be construed as a waiver or consent to any further or future action on the
part of the Company, except to the extent expressly set forth herein.




[Signature Pages Follow]




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


	 	 	 	 	 
	 	Very truly yours,





CINCINNATI BELL (f/k/a Broadwing Inc.)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Agreed to and accepted by:




	 	 	 
	GS MEZZANINE PARTNERS II, L.P.
	 
	 	 
	By:

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

	 	its general partner
	 
	 	 
	By:
	 	 
	

	 	

	

	 	Name:
	

	 	Title:
	 
	 	 
	GS MEZZANINE PARTNERS II OFFSHORE, L.P.
	 
	 	 
	By:

	 	GS Mezzanine Advisors II, L.L.C.
	

	 	its general partner
	 
	 	 
	By:
	 	 
	

	 	

	

	 	Name:
	

	 	Title:
	 
	 	 
	Agreed to and accepted by:
	 
	 	 
	GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P.
	 
	 	 
	By:

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

	 	its general partner
	 
	 	 
	By:
	 	 
	

	 	

	

	 	Name:
	

	 	Title:







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	Agreed to and accepted by:
	 
	 	 
	GOLDMAN, SACHS & Co.
	 
	 	 
	By:
	 	 
	

	 	

	

	 	Name:
	

	 	Title:
	 
	 	 
	Agreed to and accepted by:
	 
	 	 
	TCW/CRESCENT MEZZANINE PARTNERS III, L.P.
	TCW/CRESCENT MEZZANINE TRUST III
	TCW/CRESCENT MEZZANINE PARTNERS III NETHERLANDS, L.P.
	 
	 	 
	By:

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

	 	its Investment Manager
	 
	 	 
	By:

	 	TCW Asset Management Company,
	

	 	its Sub-Advisor
	 
	 	 
	By:
	 	 
	

	 	

	

	 	Name:
	

	 	Title:
	 
	 	 
	Agreed to and accepted by:
	 
	 	 
	C-SQUARED CDO LTD.
	 
	 	 
	By:

	 	TCW Advisors, Inc.,
	

	 	as its Portfolio Manager
	 
	 	 
	By:
	 	 
	

	 	

	

	 	Name:
	

	 	Title:
	 
	 	 
	Agreed to and accepted by:
	 
	 	 
	WESTERN AND SOUTHERN LIFE INSURANCE COMPANY
	 
	 	 
	By:
	 	 
	

	 	

	

	 	Name:
	

	 	Title:







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	Agreed to and accepted by:
	 
	 	 
	DOVER CAPITAL MANAGEMENT 2 LLC
	 
	 	 
	By:
	 	 
	

	 	

	

	 	Name:
	

	 	Title:
	 
	 	 
	Agreed to and accepted by:
	 
	 	 
	OAK HILL SECURITIES FUND, L.P.
	 
	 	 
	By:

	 	Oak Hill Securities GenPar, L.P.
	

	 	its General Partner
	 
	 	 
	By:

	 	Oak Hill Securities MGP, Inc.,
	

	 	its General Partner
	 
	 	 
	By:
	 	 
	

	 	

	

	 	Name:
	

	 	Title:
	 
	 	 
	Agreed to and accepted by:
	 
	 	 
	OAK HILL SECURITIES FUND II, L.P.
	 
	 	 
	By:

	 	Oak Hill Securities GenPar II, L.P.
	

	 	its General Partner
	 
	 	 
	By:

	 	Oak Hill Securities MGP II, Inc.,
	

	 	its General Partner
	 
	 	 
	By:
	 	 
	

	 	

	

	 	Name:
	

	 	Title:
	 
	 	 
	Agreed to and accepted by:
	 
	 	 
	OAK HILL ASSET MANAGEMENT, INC.
	As advisor and attorney-in-fact to
	Lerner Enterprises, L.P.
	 
	 	 
	By:
	 	 
	

	 	

	

	 	Name:
	

	 	Title:







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	Agreed to and accepted by:
	 
	 	 
	OAK HILL ASSET MANAGEMENT, INC.
	As advisor and attorney-in-fact to
	P&PK Family Ltd. Partnership
	 
	 	 
	By:
	 	 
	

	 	

	

	 	Name:
	

	 	Title:
	 
	 	 
	Agreed to and accepted by:
	 
	 	 
	CARDINAL INVESTMENT PARTNERS, L.P.:
	 
	 	 
	OAK HILL ADVISORS, L.P.
	 
	 	 
	By:

	 	Oak Hill Advisors MGP, Inc.
	

	 	its General Partner
	 
	 	 
	By:
	 	 
	

	 	

	

	 	Name:
	

	 	Title:
	 
	 	 
	Agreed to and accepted by:
	 
	 	 
	Agreed to and accepted by:
	 
	 	 
	OAK HILL CREDIT PARTNERS I, LIMITED
	 
	 	 
	By:

	 	Oak Hill CLO Management I, LLC

As Investment Manager
	 
	 	 
	By:
	 	 
	

	 	

	

	 	Name:
	

	 	Title:
	 
	 	 
	Agreed to and accepted by:
	 
	 	 
	OAK HILL CREDIT PARTNERS II, LIMITED
	 
	 	 
	By:

	 	Oak Hill CLO Management II, LLC
	

	 	As Investment Manager
	 
	 	 
	By:
	 	 
	

	 	

	

	 	Name:
	

	 	Title:








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