Exhibit 4(C)(VI)(3)



 





Exhibit (4)(c)(vi)(3)




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



     WHEREAS the Company will issue a press release dated March 15, 2004, in
which it will report that it has determined that the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2003, will contain a
restatement of its consolidated financial statements for the fiscal years ended
December 31, 2000, December 31, 2001 and December 31, 2002 (the “Restatement”),
and in which it will describe the principal changes in such financial
statements that will result from the Restatement.



     WHEREAS Section 13.02 of the Indenture provides that the Company, the
Guarantors and the Trustee may amend the Indenture with the consent of the
Required Holders;



     WHEREAS the Company desires to amend certain provisions of the Indenture,
as set forth in Article I hereof;



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



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



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



ARTICLE I




     SECTION 1.1. (a) Amendment to Section 7.01(c). Clause (c) of Section
7.01 is hereby amended by inserting the following at the end of such clause
(c):




”; provided that no Default or Event of Default shall exist or
arise under this Section 7.01(c) as a result of (i) the
Restatement or (ii) any restatement of the Company’s previously
issued financial results on Form 10-Q/A for any quarterly periods to
the extent such restatement arises out of the same subject matter
as the Restatement;”.










 



2





     (b) Amendment to Section 7.01(d). Clause (d) of Section 7.01 is hereby
amended by inserting the following at the end of such clause (d):




”; provided that no Default or Event of Default shall exist or
arise under this Section 7.01(d) as a result of (i) the
Restatement or (ii) any restatement of the Company’s previously
issued financial results on Form 10-Q/A for any quarterly periods to
the extent such restatement arises out of the same subject matter
as the Restatement;”.



ARTICLE II




     SECTION 2.1. Interpretation. (a) Upon execution and delivery of this
Supplemental Indenture, the Indenture shall be modified and amended in
accordance with this Supplemental Indenture, and all the terms and conditions
of both shall be read together as though they constitute one instrument, except
that, in case of conflict, the provisions of this Supplemental Indenture will
control. The Indenture, as modified and amended by this Supplemental
Indenture, is hereby ratified and confirmed in all respects and shall bind
every Holder of Notes. In case of conflict between the terms and conditions
contained in the Notes and those contained in the Indenture, as modified and
amended by this Supplemental Indenture, the provisions of the Indenture, as
modified and amended by this Supplemental Indenture, shall control.



     (b) Except as provided for in this Supplemental Indenture, the Indenture
shall remain in full force and effect. The consent of the Holders to this
Supplemental Indenture shall not constitute an amendment or waiver of any
provision of the Indenture or the other Transaction Documents except to the
extent expressly set forth herein, and shall not be construed as a waiver or
consent to any further or future action on the part of the Company or waiver of
any other Default or Event of Default, including, without limitation, any
Default or Event of Default arising under Section 7.01(e) (whether or not
arising out of the same subject matter as the Restatement or otherwise).



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



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



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










 



3






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



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



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



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



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



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



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










 



4






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



	 	 	 	 	 	 	 
	 	 	COMPANY:
	 
	 	 	 	 	 	 
	 	 	CINCINNATI BELL INC.,
	 
	 	 	 	 	 	 
	

	 	 
	 	by	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	GUARANTORS:
	 
	 	 	 	 	 	 
	 	 	CINCINNATI BELL PUBLIC COMMUNICATIONS INC.,
	 
	 	 	 	 	 	 
	

	 	 
	 	by	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	ZOOMTOWN.COM INC.,
	 
	 	 	 	 	 	 
	

	 	 
	 	by	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	CINCINNATI BELL ANY DISTANCE, INC.,
	 
	 	 	 	 	 	 
	

	 	 
	 	by	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	CINCINNATI BELL TELECOMMUNICATIONS SERVICES INC.,
	 
	 	 	 	 	 	 
	

	 	 
	 	by	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:














 



5





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

	 	 
	 	by	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	CINCINNATI BELL WIRELESS COMPANY,
	 
	 	 	 	 	 	 
	

	 	 
	 	by	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	CINCINNATI BELL WIRELESS HOLDINGS LLC,
	 
	 	 	 	 	 	 
	

	 	 
	 	by	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name:
	

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

	 	 
	 	by	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Trustee,
	 
	 	 	 	 	 	 
	

	 	 
	 	by	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 














 



6





Accepted and agreed

as of the day and year

first above written:



	 	 	 	 	 	 	 
	 	 	GS MEZZANINE PARTNERS II, L.P.,
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	GS Mezzanine Advisors II, L.L.C., its General Partner
	

	 	 	 	By:	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name:
	

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

	 	 	 	By:
	 	GS Mezzanine Advisors II, L.L.C., its General Partner
	

	 	 	 	By:	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P.
	 
	 	 	 	 	 	 
	

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

	 	 	 	By:	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	GOLDMAN SACHS & CO.
	 
	 	 	 	 	 	 
	

	 	 	 	By:	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	GS CAPITAL PARTNERS 2000, L.P.
	 
	 	 	 	 	 	 
	

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

	 	 	 	By:	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:














 



7





	 	 	 	 	 	 	 
	 	 	GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
	 
	 	 	 	 	 	 
	

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

	 	 	 	By:	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 
	 	 	GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	Goldman Sachs Management GP GmbH, its General Partner
	

	 	 	 	By:	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name:
	

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

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

	 	 	 	By:	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title: