EX.(4)(C)(XIII) Indenture



 



Exhibit (4)(c)(xiii)













CINCINNATI BELL INC.



AND



THE GUARANTORS NAMED ON THE SIGNATURE PAGE HERETO



8-3/8% SENIOR SUBORDINATED NOTES DUE 2014











INDENTURE



Dated as of November 19, 2003











THE BANK OF NEW YORK



Trustee





















 






 









CROSS REFERENCE TABLE




	 	 	 	 	 	 
	TIA	 	Indenture
	Section	 	Section
	
	 	

	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)
	 	 	13.03	 
	 	(c)
	 	 	13.03	 
	313(a)
	 	 	8.06	 
	 	(b)(1)
	 	 	N.A.	 
	 	(b)(2)
	 	 	8.06	 
	 	(c)
	 	 	13.02	 
	 	(d)
	 	 	8.06	 
	314(a)
	 	 	4.02; 13.02	 
	 	(b)
	 	 	N.A.	 
	 	(c)(1)
	 	 	13.04	 
	 	(c)(2)
	 	 	13.04	 
	 	(c)(3)
	 	 	N.A.	 
	 	(d)
	 	 	N.A.	 
	 	(e)
	 	 	13.05	 
	 	(f)
	 	 	4.06	 
	315(a)
	 	 	8.01	 
	 	(b)
	 	 	8.05; 13.02	 
	 	(c)
	 	 	8.01	 
	 	(d)
	 	 	8.01	 
	 	(e)
	 	 	7.11	 
	316(a)(last sentence)
	 	 	13.06	 
	 	(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)
	 	 	13.01	 



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


 






 


TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	 	 	 	 	ARTICLE 1
	 	 	 	 
	 	 	 	DEFINITIONS AND ACCOUNTING TERMS
	 	 	 	 
	SECTION 1.01. Definitions
	 	 	1	 
	SECTION 1.02. Incorporation by Reference of Trust Indenture Act
	 	 	23	 
	SECTION 1.03. Rules of Construction
	 	 	23	 
	 	 	 	 	ARTICLE 2
	 	 	 	 
	 	 	 	 	THE NOTES
	 	 	 	 
	SECTION 2.01. Form and Dating
	 	 	24	 
	SECTION 2.02. Execution and Authentication
	 	 	25	 
	SECTION 2.03. Registrar and Paying Agent
	 	 	25	 
	SECTION 2.04. Paying Agent to Hold Money in Trust
	 	 	26	 
	SECTION 2.05. Holder Lists
	 	 	26	 
	SECTION 2.06. Transfer and Exchange
	 	 	26	 
	SECTION 2.07. Replacement Notes
	 	 	27	 
	SECTION 2.08. Outstanding Notes
	 	 	27	 
	SECTION 2.09. Temporary Notes
	 	 	28	 
	SECTION 2.10. Cancellation
	 	 	28	 
	SECTION 2.11. Defaulted Interest
	 	 	28	 
	SECTION 2.12. CUSIP Numbers
	 	 	28	 
	SECTION 2.13. [Intentionally Omitted]
	 	 	28	 
	SECTION 2.14. Issuance of Additional Notes
	 	 	28	 
	 	 	 	 	ARTICLE 3
	 	 	 	 
	 	 	 	 	REDEMPTION
	 	 	 	 
	SECTION 3.01. Notices to Trustee
	 	 	29	 
	SECTION 3.02. Selection of Notes To Be Redeemed
	 	 	30	 
	SECTION 3.03. Notice of Redemption
	 	 	30	 
	SECTION 3.04. Effect of Notice of Redemption
	 	 	31	 
	SECTION 3.05. Deposit of Redemption Price
	 	 	31	 
	SECTION 3.06. Notes Redeemed in Part
	 	 	31	 



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	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	 	 	 	 	ARTICLE 4
	 	 	 	 
	 	 	 	 	AFFIRMATIVE COVENANTS
	 	 	 	 
	SECTION 4.01. Payment of Notes
	 	 	31	 
	SECTION 4.02. Commission Reports
	 	 	32	 
	SECTION 4.03. Preservation of Corporate Existence
	 	 	32	 
	SECTION 4.04. [Intentionally Omitted]
	 	 	32	 
	SECTION 4.05. [Intentionally Omitted]
	 	 	32	 
	SECTION 4.06. Compliance Certificate
	 	 	32	 
	SECTION 4.07. [Intentionally Omitted]
	 	 	33	 
	SECTION 4.08. [Intentionally Omitted]
	 	 	33	 
	SECTION 4.09. Offer to Purchase Upon Change of Control
	 	 	33	 
	SECTION 4.10. Offer to Purchase by Application of Excess Proceeds
	 	 	34	 
	SECTION 4.11. [Intentionally Omitted]
	 	 	35	 
	SECTION 4.12. Further Assurances
	 	 	35	 
	SECTION 4.13. Future Guarantors
	 	 	35	 
	 	 	 	 	ARTICLE 5
	 	 	 	 
	NEGATIVE COVENANTS APPLICABLE TO COMPANY AND ITS SUBSIDIARIES

	SECTION 5.01. Stay, Extension and Usury Laws
	 	 	35	 
	SECTION 5.02. Restricted Payments
	 	 	36	 
	SECTION 5.03. Dividend and Other Payment Restrictions Affecting Subsidiaries
	 	 	38	 
	SECTION 5.04. Incurrence of Indebtedness and Issuance of Preferred Stock
	 	 	39	 
	SECTION 5.05. Asset Dispositions
	 	 	43	 
	SECTION 5.06. Transactions with Affiliates
	 	 	44	 
	SECTION 5.07. Limitation on Liens
	 	 	45	 
	SECTION 5.08. Limitation on Issuances and Sales of Capital Stock of Subsidiaries
	 	 	45	 
	SECTION 5.09. [Intentionally Omitted]
	 	 	46	 
	SECTION 5.10. Conduct of Business
	 	 	46	 
	SECTION 5.11. [Intentionally Omitted]
	 	 	46	 
	SECTION 5.12. Sale of Assets of the BRCOM Group
	 	 	46	 
	 	 	 	 	ARTICLE 6
	 	 	 	 
	 	 	 	 	SUCCESSOR COMPANY
	 	 	 	 
	SECTION 6.01. Merger, Consolidation, or Sales of Assets of the Company
	 	 	46	 
	SECTION 6.02. Successor Company Substituted
	 	 	47	 



-ii-






 




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	 	 	 	 	ARTICLE 7
	 	 	 	 
	 	 	EVENTS OF DEFAULT; REMEDIES SECTION
	 	 	 	 
	SECTION 7.01. Events of Default
	 	 	47	 
	SECTION 7.02. Acceleration
	 	 	49	 
	SECTION 7.03. Other Remedies
	 	 	49	 
	SECTION 7.04. Waiver of Past Defaults
	 	 	50	 
	SECTION 7.05. Control by Majority
	 	 	50	 
	SECTION 7.06. Limitation on Suits
	 	 	50	 
	SECTION 7.07. Rights of Holders to Receive Payment
	 	 	51	 
	SECTION 7.08. Collection Suit by Trustee
	 	 	51	 
	SECTION 7.09. Trustee May File Proofs of Claim
	 	 	51	 
	SECTION 7.10. Priorities
	 	 	51	 
	SECTION 7.11. Undertaking for Costs
	 	 	52	 
	 	 	 	 	ARTICLE 8
	 	 	 	 
	 	 	 	 	TRUSTEE
	 	 	 	 
	SECTION 8.01. Duties of Trustee
	 	 	52	 
	SECTION 8.02. Rights of Trustee
	 	 	53	 
	SECTION 8.03. Individual Rights of Trustee
	 	 	54	 
	SECTION 8.04. Trustee’s Disclaimer
	 	 	54	 
	SECTION 8.05. Notice of Defaults
	 	 	54	 
	SECTION 8.06. Reports by Trustee to Holders
	 	 	54	 
	SECTION 8.07. Compensation and Indemnity
	 	 	55	 
	SECTION 8.08. Replacement of Trustee
	 	 	55	 
	SECTION 8.09. Successor Trustee by Merger
	 	 	56	 
	SECTION 8.10. Eligibility; Disqualification
	 	 	57	 
	SECTION 8.11. Preferential Collection of Claims Against the Company
	 	 	57	 
	SECTION 8.12. Appointment of Co-Trustee
	 	 	57	 
	 	 	 	 	ARTICLE 9
	 	 	 	 
	 	 	 	DISCHARGE OF INDENTURE; DEFEASANCE SECTION
	 	 	 	 
	SECTION 9.01. Discharge of Liability on Notes; Defeasance
	 	 	58	 
	SECTION 9.02. Conditions to Defeasance
	 	 	59	 
	SECTION 9.03. Application of Trust Money
	 	 	60	 
	SECTION 9.04. Repayment to the Company
	 	 	60	 
	SECTION 9.05. Indemnity for Government Obligations
	 	 	61	 
	SECTION 9.06. Reinstatement
	 	 	61	 



-iii-






 




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	 	 	 	 	ARTICLE 10
	 	 	 	 
	 	 	 	 	GUARANTEES
	 	 	 	 
	SECTION 10.01. Guarantees
	 	 	61	 
	SECTION 10.02. Limitation on Liability
	 	 	63	 
	SECTION 10.03. Successors and Assigns
	 	 	64	 
	SECTION 10.04. Execution of Supplemental Guarantee for Future Guarantors
	 	 	64	 
	SECTION 10.05. Non-Impairment
	 	 	64	 
	SECTION 10.06. Endorsement of Guarantees
	 	 	64	 
	 	 	 	 	ARTICLE 11
	 	 	 	 
	 	 	 	 	AMENDMENTS
	 	 	 	 
	SECTION 11.01. Without Consent of Holders
	 	 	64	 
	SECTION 11.02. With Consent of Holders
	 	 	65	 
	SECTION 11.03. Compliance with Trust Indenture Act
	 	 	66	 
	SECTION 11.04. Revocation and Effect of Consents and Waivers
	 	 	66	 
	SECTION 11.05. Notation on or Exchange of Notes
	 	 	67	 
	SECTION 11.06. Trustee to Sign Amendments
	 	 	67	 
	 	 	 	 	ARTICLE 12
	 	 	 	 
	 	 	 	 	SUBORDINATION
	 	 	 	 
	SECTION 12.01. Notes and Note Guarantees Subordinated to Senior Indebtedness
	 	 	67	 
	SECTION 12.02. Suspension of Payment When Senior Indebtedness is in Default
	 	 	68	 
	SECTION 12.03. Payment Over of Proceeds Upon Dissolution, Etc.
	 	 	69	 
	SECTION 12.04. Payments May Be Paid Prior to Dissolution
	 	 	71	 
	SECTION 12.05. Holders To Be Subrogated to Rights of Holders of Senior Indebtedness
	 	 	71	 
	SECTION 12.06. Obligations of the Company Unconditional
	 	 	71	 
	SECTION 12.07. Reliance on Judicial Order or Certificate of Liquidating Agent
	 	 	72	 
	SECTION 12.08. Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of
Senior Indebtedness
	 	 	72	 
	SECTION 12.09. Holders Authorize Trustee To Effectuate Subordination of Obligations
	 	 	73	 
	SECTION 12.10. This Article 12 Not To Prevent Events of Default
	 	 	73	 
	SECTION 12.11. Amendments or Modifications To Article 12
	 	 	73	 
	SECTION 12.12. Acceleration of Notes
	 	 	74	 
	SECTION 12.13. Notice to Trustee; Rights of Trustee and Paying Agent
	 	 	74	 
	SECTION 12.14. Trustee Not Fiduciary for Holders of Senior Indebtedness
	 	 	74	 




-iv-






 




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	 	 	 	 	ARTICLE 13
	 	 	 	 
	 	 	 	 	MISCELLANEOUS
	 	 	 	 
	SECTION 13.01. Trust Indenture Act Controls
	 	 	75	 
	SECTION 13.02. Notices
	 	 	75	 
	SECTION 13.03. Communication by Holders with Other Holders
	 	 	76	 
	SECTION 13.04. Certificate and Opinion as to Conditions Precedent
	 	 	76	 
	SECTION 13.05. Statements Required in Certificate or Opinion
	 	 	76	 
	SECTION 13.06. When Notes Disregarded
	 	 	76	 
	SECTION 13.07. Rules by Trustee, Paying Agent and Registrar
	 	 	77	 
	SECTION 13.08. Legal Holidays
	 	 	77	 
	SECTION
13.09. GOVERNING LAW
	 	 	77	 
	SECTION 13.10. No Recourse Against Others
	 	 	77	 
	SECTION 13.11. Successors
	 	 	77	 
	SECTION 13.12. Multiple Originals; Counterparts
	 	 	77	 
	SECTION 13.13. Table of Contents; Headings
	 	 	77	 
	SECTION 13.14. Incorporation
	 	 	77	 
	SECTION 13.15. Intent to Limit Interest to Maximum
	 	 	77	 
	SIGNATURES
	 	 	S-1	 
	RULE 144A/REGULATION S APPENDIX
	 	APP-1



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	 



-v-






 




	 	 	INDENTURE (this “Indenture”) dated as of November 19, 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.



ARTICLE 1



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.



          “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 Wireless 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




-1-






 





under the Credit Agreement,
any holder of the Senior Notes, 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.



          “Agent” means any Registrar, Paying Agent, or agent for service or notices
and demands.



          “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 Disposition” 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-






 





          “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 other 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.



          “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 of acquisition and issued by
a corporation organized under the laws of the United States that has




-3-






 





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.


          “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 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




-4-






 





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 which 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 Note 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).



          “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.



          “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.




-5-






 





          “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 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 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




-6-






 





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 6 3⁄4% Cumulative Convertible
Preferred Stock of the Company.



          “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.



          “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.



          “Designated Senior Indebtedness” means: (i) the Indebtedness under the
Credit Documents; (ii) the Indebtedness under the 7 1⁄4% Notes; and (iii) any
other Senior
Indebtedness of the Company that, at the date of determination, has an
aggregate principal amount outstanding of, or under which, at the date of
determination, the holders thereof are committed to lend up to, at least
$25,000,000 and is specifically designated by the Company in the instrument
evidencing or governing such Senior Indebtedness as “Designated Senior
Indebtedness” for purposes of the Indenture; provided that the Company shall so
advise the Trustee.




-7-






 





          “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 Indebtedness” means 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




-8-






 





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.



          “Hedge Agreements” means interest rate swap, cap or collar agreements,
interest rate future or option contracts, 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.



          “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.




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          “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.



          “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
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.



          “Issue Date” means the date on which the Notes are initially issued
(exclusive of any Additional Notes).




-10-






 





          “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.



          “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.





-11-






 





          “Note Guarantee” means each Guarantee of the obligations with respect to
the Notes issued by a Person pursuant to the terms of this Indenture.



          “Note Guarantor” means any Person that has issued a Note Guarantee.



          “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 Note Guarantor.



          “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).



          “Payment Default” means any default which occurs and is continuing in the
payment when due, whether at maturity, upon any redemption, by declaration or
otherwise, of any principal of, premium, if any, or interest on, unpaid
drawings for letters of credit issued in respect of, or regularly accruing fees
with respect to, any Senior Indebtedness (including, without limitation,
guarantees of the foregoing items which constitute such Senior Indebtedness).



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




-12-






 





          “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 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.



          “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;



-13-






 




		
	 	     (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 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



-14-






 







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




		
	 	     (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;



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	 	     (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 in the
case of purchase money Indebtedness (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;
	 
	 	     (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;



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	 	     (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 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 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




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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.



          “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 Indebtedness 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).



          “Representative” means the trustee, agent or representative (if any) for
an issue of Senior Indebtedness.



          “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




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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 Indebtedness” means the principal of, premium, if any, and
interest (including any interest accruing subsequent to the filing of a
petition of bankruptcy at the rate provided for in the documentation with
respect thereto, whether or not such interest is an allowed claim under
applicable law) on any Indebtedness of the Company or a Note Guarantor, as the
case may be, whether outstanding on the Issue Date or thereafter created,
Incurred or assumed, unless, in the case of any particular Indebtedness, the
instrument creating or evidencing the same or pursuant to which the same is
outstanding expressly provides that such Indebtedness shall not be senior in
right of payment to the Notes or the Note Guarantee, as applicable. Without
limiting the generality of the foregoing, “Senior Indebtedness” shall also
include the principal of, premium, if any, interest (including any interest
accruing subsequent to the filing of a petition of bankruptcy at the rate
provided for in the documentation with respect thereto, whether or not such
interest is allowed claim under applicable law) on and all other amounts owing
in respect of:




	 	(1)	 	all monetary obligations (including Guarantees
thereof) of every nature of the Company or a Note Guarantor
under the Credit Documents, including, without limitation,
obligations (including Guarantees) to pay principal, premium
(if any), an interest, reimbursement obligations under letters
of credit, fees, expenses and indemnities;
	 
	 	(2)	 	all monetary obligations (including Guarantees
thereof) of every nature of the Company or a Note Guarantor
under each of the 7 1⁄4% Notes and the 16% Notes, including,
without limitation, obligations (including 



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	 	 	 	Guarantees) to pay
principal, premium (if any), any interest, fees, expenses and
indemnities;
	 
	 	(3)	 	all obligations under Interest Swap Obligations
(including guarantees thereof);
	 
	 	(4)	 	all obligations under Hedge Agreements (including
guarantees thereof); and
	 
	 	(5)	 	all obligations under Currency Agreements
(including guarantees thereof)



          in each case whether outstanding on the Issue Date or thereafter Incurred.
Notwithstanding the foregoing “Senior Indebtedness” shall not include:




	 	(1)	 	any Indebtedness of the Company to a Subsidiary
of the Company or any Indebtedness of a Note Guarantor to the
Company or another Subsidiary of the Company;
	 
	 	(2)	 	any Indebtedness to, or guaranteed on behalf of,
any director, officer or employee, in such capacities of the
Company or any Subsidiary of the Company (including, without
limitation, amounts owed for compensation);
	 
	 	(3)	 	Indebtedness owing to trade creditors and other
amounts Incurred (but not under the Credit Documents) in
connection with obtaining goods, materials or services
including, without limitation, accounts payable;
	 
	 	(4)	 	obligations in respect of any Capital Stock,
including Disqualified Capital Stock;
	 
	 	(5)	 	any liability for federal, state, local or other
taxes owed or owing by the Company or any Note Guarantor;
	 
	 	(6)	 	that portion of any Indebtedness Incurred in
violation of this Indenture;
	 
	 	(7)	 	Indebtedness that, when Incurred and without
respect to any election under Section 1111(b) of Title 11,
United States Code, is without recourse to the issuer of such
Indebtedness; and
	 
	 	(8)	 	any Indebtedness (other than the 16% Notes, but
including any Indebtedness that Refinances the 16% Notes) that
is, by its express terms, subordinated in right of payment to
any other Indebtedness of the Company or a Note Guarantor.



       
   “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.




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          “Senior Subordinated Indebtedness” of the Company means the Notes and any
other Indebtedness of the Company, other than the 16% Notes, that specifically
provides that such Indebtedness is to rank equally with the Notes in right of
payment. “Senior Subordinated Indebtedness” of a Note Guarantor has a
correlative meaning.



          “series” means any series of Notes outstanding under this Indenture.



          “7
1⁄4% Notes” means the 7 1⁄4% Senior Notes due 2013 of the Company.



          “Significant Subsidiary” means any Restricted 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.



          “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.



          “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 any Indebtedness of the Company which is
expressly subordinated to and junior to the payment and performance of the
Notes. “Subordinated Indebtedness” of a Note 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.





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          “Successor Company” is defined in Section 6.01(a).



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



          “Trustee” is defined in the preamble.



          “Trust Officer” means, when used with respect to the Trustee, the
president, any vice president (whether or not designated by a number or a word
or words added before or after the title “vice president”), the secretary, any
assistant secretary, the treasurer, 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.



          “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 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: (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
additional 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.



          Any such designation by the Board of Directors 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.




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          “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 multiplying (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;





-23-






 





          (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;



          (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.





-24-






 





          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.



          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




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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 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




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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.



          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 13.06, 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




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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 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. [Intentionally Omitted].



          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





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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.


          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 6 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.




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          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.



          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;



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	 	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.



          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




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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.



          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 Sections 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 § 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



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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.



          (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, to the extent applicable, 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 that the provisions of any securities laws or
regulations conflict with provisions of this Section 4.09, 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




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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.


          (d) In the event that at the time of such Change of Control the terms of
any Senior Indebtedness 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 such Senior
Indebtedness or, if doing so will allow the purchase of Notes, offer to repay
in full all such Senior Indebtedness and repay the Senior Indebtedness owing to
each Holder thereof who has accepted such offer, or (ii) obtain the requisite
consent under such Senior Indebtedness 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;



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	 	     (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 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. [Intentionally Omitted].



          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 Note
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




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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.


          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



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	 	by Section 5.02(b)(i) through
(v), inclusive, (viii) and (ix)), would be less than the sum,
without duplication, of: (1) Consolidated EBITDA minus 150%
of Consolidated Interest Expense for the period (taken as one
accounting period) from July 1, 2003 to the end of the
Company’s most recently ended fiscal quarter for which
internal financial statements of the Company and its
Restricted Subsidiaries are available at
the time of such Restricted Payment; (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 permitted to be Incurred
under this Indenture 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 to be Incurred under this Indenture in accordance with
the terms of, and only to the extent



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	 	required by, and subject to
the subordination provisions contained in, any agreement pursuant
to which such Subordinated Indebtedness was issued;
	 
	 	     (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 $5,000,000 in any calendar year;
	 
	 	     (viii) the issuance of common stock of the Company to
officers, directors and employees as part of compensation
arrangements; and
	 
	 	     (ix) the making by the Company and its Restricted Subsidiaries
of other Restricted Payments not to exceed $10,000,000 in the
aggregate since the Closing Date.



          (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





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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




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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, the Consolidated Adjusted Debt to
EBITDA Ratio is less than 6.00 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 $180,000,000 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;



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	 	     (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;



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	 	     (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 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 (xiii);
	 
	 	     (xiv) the Incurrence of Indebtedness not to exceed $35,000,000
at any time outstanding secured by and only by, the Spectrum
Assets; and
	 
	 	     (xv) the Incurrence of other Indebtedness not to exceed
$100,000,000 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 (xv) 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 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




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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 Senior Indebtedness or any Indebtedness of the
Restricted Subsidiaries of the Company which are not Note 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 Section 4.10 to purchase the maximum
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




-43-









 



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;



          (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;




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          (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



          (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 Memorandum dated October 31, 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 Senior Indebtedness 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.



          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),




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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. [Intentionally Omitted].



          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.



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




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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: (i) any Restricted Subsidiary may
consolidate with, merge into or transfer all or part of its properties and
assets to the Company or any Note Guarantor and (ii) 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.



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;





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          (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,
	 
	 	     (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;



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	 	     (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.



          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





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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;
	 
	 	     (iii) such Holder or Holders offer to the Trustee reasonable
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.



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          (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;



          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.




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          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.



          (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.



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          (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.



          (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




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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 ascertain or inquire as to the performance or observance of any of the
terms, conditions, covenants or agreements herein, 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.




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          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 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.





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          (a) The Trustee may resign at any time by so notifying the Company in writing
in accordance with the provisions of Section 13.02. 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.



          (e) If the Trustee fails to comply with Section 8.10, unless the Trustee’s
duty to resign is stayed as provided in TIA § 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




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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 § 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 § 310(b), subject to its right to
apply for a stay of its duty to resign under the penultimate paragraph of TIA §
310(b); provided, however, that there shall be excluded from the operation of
TIA § 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 §
310(b)(1) are met.



          SECTION 8.11. Preferential Collection of Claims Against the Company. The
Trustee shall comply with TIA § 311(a), excluding any creditor relationship
listed in TIA § 311(b). A Trustee who has resigned or been removed shall be
subject to TIA § 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, 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





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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
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.




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          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 with respect thereto. 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 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;



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	 	     (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 rul
ing, 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.



          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




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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
subordinated 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 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





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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.



          (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





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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 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.




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          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.



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 



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



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	 	     (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 Note Guarantee that would adversely affect the Holders; or
	 
	 	     (ix) release, other than in accordance with this Indenture,
any Note 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 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,





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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



SUBORDINATION



          SECTION 12.01. Notes and Note Guarantees Subordinated to Senior
Indebtedness.



          The Indebtedness evidenced by the Notes and the Note Guarantees will be
senior subordinated unsecured Obligations of the Company and the Note
Guarantors, as the case may be. Anything herein to the contrary
notwithstanding, the Company, for itself and its successors, the Trustee, each
Holder and each Note Guarantor agrees that (i) the payment of all Obligations
owing on, or relating to, the Notes to the Holders is subordinated, to the
extent and in the manner provided in this Article 12, to the prior payment in
full in cash (or any other consideration acceptable to the holders of Senior
Indebtedness) of all Obligations on Senior Indebtedness (including all
Obligations with respect to the Credit Documents, the 7 1/4% Notes and the 16%
Notes), whether outstanding on the Issue Date or thereafter Incurred, (ii) the
payment of all Guaranteed Obligations of each Guarantor is subordinated, to the
extent and in the manner provided in this Article 12, to the prior payment in
full in cash (or any other consideration acceptable to the holders of any
Senior Indebtedness of any Guarantor) of all Obligations on Senior Indebtedness
of such Note Guarantor, whether outstanding on the Issue Date or thereafter
Incurred and (iii) neither the Trustee nor the holders of Notes may receive or
accept payments under a Note Guarantee at a time when they are not entitled to
receive payment under the Notes. The Notes and the Note Guarantees shall in
all respects rank pari passu with all other Senior




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Subordinated Debt of the
Company and the Note Guarantors, other than the 16% Notes and the Guarantees
thereof, and shall rank senior in right of payment to all other Subordinated
Indebtedness of the Company and the Note Guarantors.


          The terms of the subordination provisions described in this Article 12
with respect to the Company’s Obligations under the Notes apply equally to each
Note Guarantor and the Obligations of such Note Guarantors under their
respective Note Guarantees.



          This Article 12 shall constitute a continuing benefit to all Persons who
become holders of, or continue to hold, Senior Indebtedness, and such
provisions are made for the benefit of the holders of Senior Indebtedness, and
such holders are made obligees hereunder and any one or more of them may
enforce such provisions.



          SECTION 12.02. Suspension of Payment When Senior Indebtedness is in
Default.



          (a) Neither the Company nor any other Person on its behalf shall make any
payment of any kind or character with respect to any Obligations owing on, or
with respect to, the Notes or make any payment pursuant to a Change of Control
Offer or make any further deposit pursuant to Section 9.02 and may not
repurchase, redeem or otherwise retire for value or make any payment of any
kind with respect to any Notes (collectively, “pay the Notes”) if:




		
	 	     (i) any Payment Default with respect to any Senior
Indebtedness (including upon any acceleration of the maturity
thereof) occurs and is continuing; or
	 
	 	     (ii) any event of default (other than a Payment Default)
occurs and is continuing with respect to any Designated Senior
Indebtedness (as such event of default is defined in the instrument
creating or evidencing such Designated Senior Indebtedness) that
permits holders of such Designated Senior Indebtedness to
accelerate the maturity thereof (a “Non-payment Default”), and the
Trustee receives notice of such default (a “Payment Blockage
Notice”) from the Representative of any Designated Senior
Indebtedness of the Company.



          (b) Notwithstanding anything herein to the contrary, (x) in no event will
a Payment Blockage Notice be effective beyond 179 days from the date the
applicable Payment Blockage Notice is received by the Trustee and (y) no new
Payment Blockage Notice may be delivered unless and until 360 days have elapsed
since the effectiveness of the immediately prior Payment Blockage Notice.



          (c) For all purposes of this Section 12.02, no known default (other than a
Payment Default) that existed or was continuing on the date of the commencement
of a Payment Blockage Notice (whether or not such default is on the same issue
of Designated Senior Indebtedness) shall be made the basis for the commencement
of any other Payment Blockage Notice, unless such default has been cured or
waived or has ceased to exist and thereafter subsequently reoccurred (it being
acknowledged that any subsequent action, or any breach of any financial
covenants for a period ending after the date of effectiveness of such Payment
Blockage Notice that, in either case, would give rise to an event of default
pursuant to any provisions under which





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an event of default previously existed
or was continuing shall constitute a new event of default for this purpose).


          (d) Payments on the Notes shall be resumed:




		
	 	     (i) in the case of a Payment Default, upon the date on which
such default is cured or waived or will have ceased to exist; and
	 
	 	     (ii) in the case of a Non-payment Default, upon the earlier of
(x) the date on which such default is cured or waived or will have
ceased to exist (so long as no other default with respect to such
Designated Senior Indebtedness exists) and (y) 179 days after the
date on which the applicable Payment Blockage Notice is received
(unless, in the case of (x) or (y), the maturity of any Designated
Senior Indebtedness has been accelerated and such acceleration has
not been rescinded).



          (e) In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee or any Holder when such payment is prohibited by the
foregoing provisions of this Section 12.02, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness (pro rata to such holders on the basis of the respective amount of
Senior Indebtedness held by such holders), or their respective Representatives,
as their respective interests may appear. The Trustee shall be entitled to
conclusively rely on information regarding amounts then due and owing on the
Senior Indebtedness, if any, received from the holders of Senior Indebtedness
(or their Representatives), or, if such information is not received from such
holders or their Representatives, from the Company and only amounts included in
the information provided to the Trustee shall be paid to the holders of Senior
Indebtedness.



          Nothing contained in this Article 12 shall limit the right of the Trustee
or the Holders to take any action to accelerate the maturity of the Notes and
all other Obligations owing under the Notes pursuant to Article 7 or to pursue
any rights or remedies hereunder (subject to the rights, if any, under this
Article 12, of the holders of Senior Indebtedness in respect of cash, property
or securities of the Company received upon the exercise of any such remedy);
provided that all Senior Indebtedness thereafter due or declared to be due
shall first be paid in full in cash before the Holders are entitled to receive
any payment of any kind or character with respect to Obligations owing on, or
with respect to, the Notes.



          SECTION 12.03. Payment Over of Proceeds Upon Dissolution, Etc.



          In the event of (a) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relating to the Company or to any of its
assets, or (b) any payment or distribution of the assets of the Company to
creditors upon a total or partial liquidation, dissolution or other winding up
of the Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or
any other marshaling of assets and liabilities of the Company, then and in any
such event the holders of Senior Indebtedness, shall be entitled to receive
payment in full in cash or other payment satisfactory to the holders of Senior
Indebtedness (in their sole discretion) of all amounts due or to become due





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on
or in respect of all Senior Indebtedness before the Holders of the Notes are
entitled to receive any payment on account of principal of or interest on the
Notes or on account of the purchase, redemption or other retirement of Notes
(including any payment pursuant to the terms of a Change of Control Offer), and
to that end the holders of Senior Indebtedness shall be entitled to receive,
for application to the payment thereof, any payment or distribution of any kind
or character, whether in cash, securities or other property which may be
payable or deliverable in respect of the Notes in any such case, proceeding,
receivership, dissolution, liquidation, reorganization or other winding up or
event.


          In the event that, notwithstanding the foregoing provisions of this
Section 12.03, the Holder of any Note shall have received any payment or
distribution of assets of the Company of any kind or character, whether in
cash, securities or other property, before all Senior Indebtedness is paid in
full, then such payment or distribution shall be paid over or delivered
forthwith to the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making payment or distribution of
assets of the Company for application to the payment of all Senior Indebtedness
remaining unpaid, to the extent necessary to pay all Senior Indebtedness
in full, after giving effect to any concurrent payment or distribution to
or for the holders of Senior Indebtedness.



          For purposes of this Article 12 only, the words “cash, securities or other
property” shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment which
shares of stock are subordinated in right of payment to all then outstanding
Senior Indebtedness at least to the same extent as the Notes are so
subordinated as provided in this Article 12. The consolidation of the Company
with, or the merger of the Company into, another Person or the liquidation or
dissolution of the Company following the conveyance or transfer of its
properties and assets substantially as an entirety to another Person upon the
terms and conditions set forth in Section 6.01 shall not be deemed a
dissolution, winding up, liquidation, reorganization, assignment for the
benefit of creditors or marshaling of assets and liabilities of the Company for
the purposes of this Section 12.03 if the Person formed by such consolidation
or into which the Company is merged or which acquires by conveyance or transfer
such properties and assets substantially as an entirety, as the case may be,
shall, as a part of such consolidation, merger, conveyance or transfer, comply
with the conditions set forth in Section 6.01.



          In the event that any Notes are declared due and payable before their
Stated Maturity pursuant to Article 7, then and in such event the holders of
the Senior Indebtedness outstanding at the time such Notes so become due and
payable shall be entitled to receive payment in full of all amounts due or to
become due as a result of such acceleration of the Notes on or in respect of
all Senior Indebtedness before the Holders of the Notes are entitled to receive
any payment by the Company on account of the principal of or interest on the
Notes or on account of the purchase, redemption or other retirement of Notes
(including any payment pursuant to a Change of Control Offer). The provisions
of this paragraph shall not apply to any payment with respect to which the
first three paragraphs of this Section 12.03 would be applicable. If payment
of the Notes is accelerated because of an Event of Default, the Company shall
promptly notify the holders of Designated Senior Indebtedness or the
Representatives of such holders of the acceleration.





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          The terms of this Article 12 will not apply to payments from money or the
proceeds of U.S. Government Obligations held in trust by the Trustee for the
payment of principal of and interest on the Notes pursuant to the provisions of
Article 9.



          SECTION 12.04. Payments May Be Paid Prior to Dissolution.



          Nothing contained in this Article 12 or elsewhere in this Indenture shall
prevent (i) the Company from making payments at any time for the purpose of
making payments of principal of and interest on the Obligations owing under the
Notes or from depositing with the Trustee any monies for such payments
(provided that, notwithstanding the foregoing, the Holders receiving any
payments made in contravention of Sections 12.02 and/or 12.03 (and such
payments) shall otherwise be subject to the provisions of Sections 12.02 and
12.03), or (ii) in the absence of actual knowledge by the Trust Officer that a
given payment would be prohibited by Section 12.02 or 12.03, the application by
the Trustee of any monies deposited with it for the purpose of making such
payments of principal of, and interest on, the Obligations owing under the
Notes to the Holders entitled thereto unless at least one Business Day prior to
the date upon which such
payment would otherwise become due and payable a Trust Officer of the
Trustee shall have actually received the written notice provided for in Section
12.13, in the first sentence of Section 12.02(b) or in the last sentence of
this Section 12.04 (provided that, notwithstanding the foregoing, the Holders
receiving any payments made in contravention of Sections 12.02 and/or 12.03
(and such payments) shall otherwise be subject to the provisions of Sections
12.02 and 12.03). The Company shall give prompt written notice to the Trustee
of any dissolution, winding-up, liquidation or reorganization of the Company,
although any delay or failure to give any such notice shall have no effect on
the subordination provisions contained herein.



          SECTION 12.05. Holders To Be Subrogated to Rights of Holders of Senior
Indebtedness.



          Subject to the payment in full in cash of all Senior Indebtedness, the
Holders shall be subrogated to the rights of the holders of Senior Indebtedness
to receive payments or distributions of cash, property or securities of the
Company applicable to Senior Indebtedness until the Obligations owing under the
Notes shall be paid in full; and, for the purposes of such subrogation, no such
payments or distributions to the holders of the Senior Indebtedness by or on
behalf of the Company, or by or on behalf of the Holders by virtue of this
Article 12, which otherwise would have been made to the Holders shall, as
between the Company and the Holders, be deemed to be a payment by the Company
to or on account of Senior Indebtedness, it being understood that the
provisions of this Article 12 are and are intended solely for the purpose of
defining the relative rights of the Holders, on the one hand, and the holders
of Senior Indebtedness, on the other hand.



          SECTION 12.06. Obligations of the Company Unconditional.



          Nothing contained in this Article 12 or elsewhere in this Indenture is
intended to or shall impair, as among the Company, its creditors other than the
holders of Senior Indebtedness, and the Holders, the Obligation of the Company,
which is absolute and unconditional, to pay to the Holders the principal of and
any interest on the Obligations owing under the Notes as and when the same
shall become due and payable in accordance with their terms, or is intended





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to
or shall affect the relative rights of the Holders and creditors of the Company
other than the holders of Senior Indebtedness, nor shall anything herein or
therein prevent any Holder or the Trustee on its behalf from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article 12, of the holders
of Senior Indebtedness in respect of cash, property or securities of the
Company received upon the exercise of any such remedy.


          SECTION 12.07. Reliance on Judicial Order or Certificate of Liquidating
Agent.



          Whenever a distribution is to be made or a notice given to holders of
Senior Indebtedness, the distribution may be made and the notice given to their
Representative.



          Upon any payment or distribution of assets of the Company referred to in
this Article 12, the Trustee and the Holders shall be entitled to conclusively
rely upon any order or decree made by any court of competent jurisdiction in
which any insolvency, bankruptcy, receivership, dissolution, winding-up,
liquidation, reorganization or similar case or proceeding is pend
ing, or upon a certificate of the receiver, trustee in bankruptcy,
liquidating trustee, assignee for the benefit of creditors, agent or other
person making such payment or distribution, delivered to the Trustee or the
Holders, for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the holders of the Senior Indebtedness and other
debt of the Company, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article 12. Nothing in this Article 12 shall apply to the claims of, or
payments to, the Trustee in its capacity as such under or pursuant to Section
8.07. The Trustee shall be entitled to conclusively rely on the delivery to it
of a written notice by a Person representing himself or itself to be a holder
of any Senior Indebtedness (or a trustee on behalf of, or other representative
of, such holder) or their Representative to establish that such notice has been
given by a holder of such Senior Indebtedness or a trustee or representative on
behalf of any such holder.



          In the event that the Trustee determines in good faith that any evidence
is required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article 12, the Trustee may request such Person or their Representative to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article 12, and if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.



          SECTION 12.08. Subordination Rights Not Impaired by Acts or Omissions of
the Company or Holders of Senior Indebtedness.



          No right of any present or future holders of any Senior Indebtedness to
enforce subordination as provided herein shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms of this Indenture,





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regardless of
any knowledge thereof which any such holder may have or otherwise be charged
with.


          Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness may, at any time and from time to time, without
the consent of or notice to the Trustee or the Holders, without incurring
responsibility to the Trustee or the Holders and without impairing or releasing
the subordination provided in this Article 12 or the obligations hereunder of
the Holders to the holders of the Senior Indebtedness, do any one or more of
the following: (i) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, Senior Indebtedness, or otherwise amend
or supplement in any manner Senior Indebtedness, or any instrument evidencing
the same or any agreement under which Senior Indebtedness is outstanding; (ii)
sell, exchange, release or otherwise deal with any property pledged, mortgaged
or otherwise securing Senior Indebtedness; (iii) release any Person liable in
any manner for the payment or collection of Senior Indebtedness; and (iv)
exercise or refrain from exercising any rights against the Company and any
other Person.



          SECTION 12.09. Holders Authorize Trustee To Effectuate Subordination of
Obligations.



          Each Holder authorizes and expressly directs the Trustee on its behalf to
take such action as may be necessary or appropriate to effectuate, as between
the holders of Senior Indebtedness and the Holders, the subordination provided
in this Article 12, and appoints the Trustee its attorney-in-fact for such
purposes, including, in the event of any dissolution, winding-up, liquidation
or reorganization of the Company (whether in bankruptcy, insolvency,
receivership, reorganization or similar proceedings or upon an assignment for
the benefit of credits or otherwise) tending towards liquidation of the
business and assets of the Company, the filing of a claim for the unpaid
balance of its Obligations owing under the Notes and accrued interest in the
form required in those proceedings.



          If the Trustee does not file a proper claim or proof of debt in the form
required in such proceeding prior to 30 days before the expiration of the time
to file such claim or claims, then the holders of the Senior Indebtedness or
their Representative shall have the right to file and are or is hereby
authorized to file an appropriate claim for and on behalf of the Holders.
Nothing herein contained shall be deemed to authorize the Trustee or the
holders of Senior Indebtedness or their Representative to authorize or consent
to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations owing under
the Notes or the rights of any Holder thereof, or to authorize the Trustee or
the holders of Senior Indebtedness or their Representative to vote in respect
of the claim of any Holder in any such proceeding.



          SECTION 12.10. This Article 12 Not To Prevent Events of Default.



          The failure to make a payment on account of principal of or interest on
the Obligations owing under the Notes by reason of any provision of this
Article 12 will not be construed as preventing the occurrence of an Event of
Default.



          SECTION 12.11. Amendments or Modifications To Article 12.





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          No amendment of, or supplement or waiver to, this Indenture shall
adversely affect the rights of any holder of Senior Indebtedness under this
Article 12 without the consent of such holder of Senior Indebtedness.
Notwithstanding anything to the contrary contained in this Indenture (but
without limiting the provisions of the immediately preceding sentence), no
amendment or modification to any provision of this Article 12 or the related
definitions used herein (other than to cure any ambiguity, defect, mistake or
inconsistency herein, so long as such amendment or modification does not
adversely affect the rights of the holders of any Senior Indebtedness then
outstanding) shall be permitted without the consent of the Holders of at least
a majority in principal amount of the Notes then outstanding voting as a single
class (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes) or, if required by Section
11.02, by each Holder affected.



          SECTION 12.12. Acceleration of Notes.



          If payment of the Notes is accelerated because of an Event of Default, the
Company shall promptly notify holders of Senior Indebtedness of the
acceleration.



          SECTION 12.13. Notice to Trustee; Rights of Trustee and Paying Agent.



          The Company shall give prompt written notice to the Trustee of any fact
known to the Company that would prohibit the making of any payment to or by the
Trustee or any Holder in respect of the Notes pursuant to the provisions of
this Article 12 although any delay or failure to give any such notice shall
have no effect on the subordination provisions contained herein.
Notwithstanding the provisions of this Article 12 or any other provision of
this Indenture, neither the Trustee nor any Paying Agent shall be charged with
knowledge of the existence of any facts that would prohibit the making of any
payment or distribution by the Trustee or such Paying Agent, and (in the
absence of actual knowledge that the respective payment will violate the
applicable provisions of this Article 12) the Trustee and such Paying Agent may
continue to make payments on the Notes, unless a Trust Officer of the Trustee
or such Paying Agent shall have actually received, at least two Business Days
prior to the date of such payment, written notice of facts that would cause the
payment of any Obligations with respect to the Notes to violate this Article 12
(although the receipt of such payment shall otherwise be subject to the
applicable provisions of this Article 12). Only the Company or a holder of
Senior Indebtedness or a Representative thereof may give the notice. Nothing
in this Article 12 shall impair the claims of, or payments to, the Trustee in
its capacity as such under or pursuant to Section 8.07. Nothing in this
Section 12.13 is intended to or shall relieve any Holder of Notes from the
obligations imposed under Sections 12.02 and 12.03 with respect to other
distributions received in violation of the provisions hereof.



          The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights.



          SECTION 12.14. Trustee Not Fiduciary for Holders of Senior Indebtedness.



          The Trustee shall not be deemed to owe any fiduciary duty to the holders
of Senior Indebtedness and shall not be liable to any such holders if the
Trustee shall in good faith




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mistakenly pay over or distribute to Holders of
Notes or to the Company or to any other Person cash, property or securities to
which any holders of Senior Indebtedness shall be entitled by virtue of this
Article or otherwise. With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants or
obligations as are specifically set forth in this Article 12 and no implied
covenants or obligations with respect to holders of Senior Indebtedness shall
be read into this Indenture against the Trustee.


ARTICLE 13



MISCELLANEOUS



          SECTION 13.01. 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 §§ 310 to 318, inclusive,
such imposed duties or incorporated provision shall control.



          SECTION 13.02. 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)



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          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 13.03. Communication by Holders with Other Holders.
Holders may communicate pursuant to TIA § 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 §
312(c).



          SECTION 13.04. 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 13.05. 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 13.06. 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




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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 13.07. 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 13.08. 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.



          SECTION 13.09. 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 13.10. 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 13.11. 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 13.12. 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 13.13. 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 13.14. Incorporation.
All Exhibits and Schedules attached hereto are incorporated as part of
this Indenture as if fully set forth herein.



          SECTION 13.15. 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





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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]



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          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 






 





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:



          “Additional Notes” means, subject to compliance with Sections 2.02 and
5.04 hereof, an unlimited principal amount of 8-3/8% Senior Subordinated Notes
due 2014 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).



          “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 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.



          “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.



          “Exchange Notes” means (1) the 8-3/8% Senior Subordinated Notes due 2014
issued pursuant to the Indenture in connection with a Registered Exchange Offer
pursuant to the 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) $540,000,000 aggregate principal amount of
8-3/8% Senior Subordinated Notes due 2014 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 






 





          “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 8-3/8% Senior Subordinated Notes due
2014 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 October 31, 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, Banc of America Securities 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 Banc of America Securities 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 






 





          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 






 





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 $540,000,000 8-3/8% Senior
Subordinated Notes due 2014, (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 






 



          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 






 





          (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 






 



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
(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 LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
PURSUANT TO	 



APP-7 






 




	 	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 or an Initial Note or Private Exchange Note in global
form, in each case without restrictive



APP-8 






 





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 whose name a Note is registered as the absolute owner of
such Note for the purpose of receiving



APP-9 






 



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
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.



APP-10 






 



          (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 






 





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 






 


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 (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 EACH OF CASES (I) THROUGH (IV) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.




A-2 










 



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).


A-3






 



	 	 	 
	No. [_______]	 	
$_______



CUSIP No. ________


8-3/8% Senior Subordinated Note due 2014



          CINCINNATI
BELL INC., an Ohio corporation, promises to pay to _______ or
registered assigns, the principal amount of [          ] Dollars on
January 15, 2014 (the “Stated Maturity Date”).



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






 



[FORM OF REVERSE SIDE OF INITIAL NOTE]



8-3/8% Senior Subordinated Note due 2014


1.     Interest


          (a) CINCINNATI BELL INC., an Ohio corporation (the “Company”), promises to
pay interest on the principal amount of this Note at 8-3/8% per annum from the
most recent date to which interest has been paid or, if no interest has been
paid, from November 19, 2003. The Company will pay interest semi-annually in
arrears on January 15 and July 15 of each year, commencing July 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






 





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
Indenture, 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.



4.     Indenture and Guarantees


A-6






 


          The Company issued the Notes under an Indenture, dated as of November 19,
2003 (the “Indenture”), among the Company, the Guarantors 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. §§
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 subordinated 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 $540,000,000.
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 subordinated unsecured basis, by all
existing and future Restricted Subsidiaries that are or shall become Guarantors
in accordance with the terms of the Indenture.



5.     Subordination


          The Notes are unsecured obligations of the Company and subordinated in
right of payment, in the manner and to the extent set forth in the Indenture,
to the prior payment in full of all Senior Indebtedness of the Company, whether
outstanding on the date of the Indenture or thereafter created, incurred,
assumed or guaranteed. Each Holder by his acceptance hereof agrees to be bound
by such provisions and authorizes and expressly directs the Trustee, on his
behalf, to take such action as may be necessary or appropriate to effectuate
the subordination provided for in the Indenture and appoints the Trustee his
attorney-in-fact for such purposes.



6.     Optional Redemption


          Except as set forth in the following paragraph, the Company may not redeem
the Notes prior to January 15, 2009. 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



A-7






 





relevant interest payment date), if redeemed during the twelve month
period commencing on January 15 of the years set forth below:



	 	 	 	 	 
	Year	 	Redemption Price
	
	 	

	2009
	 	 	104.188	%
	2010
	 	 	102.792	%
	2011
	 	 	101.396	%
	2012 and thereafter
	 	 	100.000	%



          Prior to January 15, 2007, 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 108.375% 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.



7.     Sinking Fund


          The Notes are not subject to any sinking fund.



8.     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.



A-8






 





9.     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.



          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.



10.     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.



11.     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.



12.     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.



13.     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.



14.     Amendment, Waiver


A-9






 


          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 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.



15.     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



A-10






 





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.


16.     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.



17.     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.



18.     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.



19.     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).



20.     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.




A-11






 





21.     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.


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






 





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 the Note).



A-13






 



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




	 	 	 	 	 	 	 
	o	 	 	 	(1)	 	     the Company; or
	 	 	 	 	 	 	 
	o	 	 	 	(2)	 	     to the Registrar for registration in the name of the Holder,
without transfer; or
	 	 	 	 	 	 	 
	o	 	 	 	(3)	 	     pursuant to an effective registration statement under the
Securities Act of 1933; or
	 	 	 	 	 	 	 
	o	 	 	 	(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
	 	 	 	 	 	 	 
	o	 	 	 	(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
	 	 	 	 	 	 	 
	o	 	 	 	(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
	 	 	 	 	 	 	 
	o	 	 	 	(7)	 	     pursuant to another available exemption from registration
provided by Rule 144 under the Securities Act of 1933.



A-14






 




	 	 	 	 	 	 	 
	 	 	 	 	 	 	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
by a participant in a
recognized signature guaranty
medallion program or other
signature guarantor acceptable
to the Trustee	 	
Signature of Signature Guarantee
	 	 	 
	




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






 



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:




	 	 	 
	o	 	
o
	Limitation on Sales of Assets

and Subsidiary Stock	 	
Change of Control



          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






 



[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:



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




A-17






 



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






 



	 	 	 
	No. [          ]	 	
$          



CUSIP No.           


8-3/8% Senior Subordinated Note due 2014



          CINCINNATI BELL INC., an Ohio corporation, promises to pay to           ,
or registered assigns, the principal amount of [        ] Dollars
on January 15, 2014 (the “Stated Maturity Date”).



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



          Record Dates: January 1 and July 1.




B-2






 





          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






 



[FORM OF REVERSE SIDE OF EXCHANGE NOTE

OR PRIVATE EXCHANGE NOTE]

8-3/8% Senior Subordinated Note due 2014



1.     Interest


          CINCINNATI BELL INC., an Ohio corporation (the “Company”), promises to pay
interest on the principal amount of this Note at 8-3/8% per annum from the most
recent date to which interest has been paid or, if no interest has been paid,
from November 19, 2003. The Company will pay interest semi-annually in arrears
on January 15 and July 15 of each year, commencing July 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






 





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 and Guarantees


          The Company issued the Notes under an Indenture, dated as of November 19,
2003 (the “Indenture”), among the Company, the Guarantors 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. §§
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 subordinated 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 subordinated unsecured basis, by all
existing and future Restricted Subsidiaries that are or shall become Guarantors
in accordance with the terms of the Indenture.



5.     Subordination


          The Notes are unsecured obligations of the Company and subordinated in
right of payment, in the manner and to the extent set forth in the Indenture,
to the prior payment in full of all Senior Indebtedness of the Company, whether
outstanding on the date of the Indenture or thereafter created, incurred,
assumed or guaranteed. Each Holder by his acceptance hereof agrees to be bound
by such provisions and authorizes and expressly directs the Trustee, on his
behalf, to take such action as may be necessary or appropriate to effectuate
the subordination provided for in the Indenture and appoints the Trustee his
attorney-in-fact for such purposes.




B-5






 





6.     Optional Redemption


          Except as set forth in the following paragraph, the Company may not redeem
the Notes prior to January 15, 2009. 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 January 15 of the years
set forth below:




	 	 	 	 	 
	Year	 	Redemption Price
	
	 	

	2009
	 	 	104.188	%
	2010
	 	 	102.792	%
	2011
	 	 	101.396	%
	2012 and thereafter
	 	 	100.000	%



          Prior to January 15, 2007, 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 108.375% 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.



7.     Sinking Fund


          The Notes are not subject to any sinking fund.



8.     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



B-6






 





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.


9.     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 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.



10.     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.



11.     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.



12.     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.



13.     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



B-7






 





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.


14.     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 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.



15.     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



B-8






 





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.


16.     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.



17.     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.



18.     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.



19.     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).



20.     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




B-9






 





EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.


21.     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.



          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






 





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






 



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:




	 	 	 
	o	 	
o
	Limitation on Sales of Assets

and Subsidiary Stock	 	
Change of Control



          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



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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 November 19, 2003, providing for the issuance by
the Company of its 8-3/8% Senior Subordinated Notes due 2014 (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



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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:



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EXHIBIT D


FORM OF NOTATION OF GUARANTEE



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




	 	 	 	 	 
	 	 	[GUARANTOR]
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:
	 	 	 	 	Title:




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