CINCINNATI BELL TELEPHONE CO /OH
S-3, 1998-10-13
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>   1
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 13, 1998
                                                     REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                              CINCINNATI BELL INC.
                           AS ISSUER AND AS GUARANTOR
 
<TABLE>
<S>                                   <C>                                   <C>
                                                                                      I.R.S. EMPLOYER
        AN OHIO CORPORATION                           4813                             NO. 31-1056105
       201 EAST FOURTH STREET                   PRIMARY STANDARD                     AGENT FOR SERVICE
       CINCINNATI, OHIO 45202                      INDUSTRIAL                         KEVIN W. MOONEY,
           (513) 397-9900                     CLASSIFICATION CODE                 CHIEF FINANCIAL OFFICER
                                                                                   201 EAST FOURTH STREET
                                                                                   CINCINNATI, OHIO 45202
                                                                                       (513) 397-9900
</TABLE>
 
                            ------------------------
 
                       CINCINNATI BELL TELEPHONE COMPANY
                                   AS ISSUER
 
<TABLE>
<S>                                   <C>                                   <C>
                                                                                      I.R.S. EMPLOYER
        AN OHIO CORPORATION                           4813                             NO. 31-0241390
       201 EAST FOURTH STREET                   PRIMARY STANDARD                     AGENT FOR SERVICE
       CINCINNATI, OHIO 45202                      INDUSTRIAL                         KEVIN W. MOONEY,
           (513) 397-9900                     CLASSIFICATION CODE                 CHIEF FINANCIAL OFFICER
                                                                                   201 EAST FOURTH STREET
                                                                                   CINCINNATI, OHIO 45202
                                                                                       (513) 397-9900
</TABLE>
 
                            ------------------------
 
                                   Copies to:
 
<TABLE>
<S>                                                      <C>
                  Neil Ganulin, Esq.                                      David W. Hirsch, Esq.
                  Frost & Jacobs LLP                               Cleary, Gottlieb, Steen & Hamilton
                 201 East Fifth Street                                      One Liberty Plaza
                Cincinnati, Ohio 45202                                  New York, New York 10006
</TABLE>
 
    Approximate date of commencement of proposed sale to the public: From time
to time after the Registration Statement becomes effective.
                            ------------------------
    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
 
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
 
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
 
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
                            ------------------------
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
                                                                           PROPOSED              PROPOSED          AMOUNT OF
              TITLE OF EACH CLASS OF                    AMOUNT         MAXIMUM OFFERING     MAXIMUM AGGREGATE     REGISTRATION
           SECURITIES TO BE REGISTERED             TO BE REGISTERED     PRICE PER UNIT        OFFERING PRICE          FEE
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>               <C>                  <C>                    <C>
Debt Securities and Guaranteed Debt Securities....   $350,000,000            100%              $350,000,000         $103,250
Guarantees of Debt Securities.....................                           (1)                   (1)                None
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
(1) No proceeds will be received by Cincinnati Bell Inc. for the Guarantees.
 
    Each of the registrants hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
registrants shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2
 
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
                 SUBJECT TO COMPLETION, DATED OCTOBER 13, 1998
PROSPECTUS
                                  $350,000,000
                              CINCINNATI BELL INC.
                                DEBT SECURITIES
                               ------------------
                       CINCINNATI BELL TELEPHONE COMPANY
                           GUARANTEED DEBT SECURITIES
                               ------------------
 
     From time to time, Cincinnati Bell Inc. ("Cincinnati Bell") may offer debt
securities and Cincinnati Bell Telephone Company ("Cincinnati Bell Telephone")
may offer its debt securities guaranteed as to payment of principal, premium, if
any, and interest by Cincinnati Bell (collectively, the "Securities"). The
aggregate initial offering price may not exceed $350,000,000. The Securities may
be offered, separately or together, in one or more separate series, in amounts,
at prices and on terms to be determined at the time of sale and set forth in one
or more supplements to this Prospectus (a "Prospectus Supplement").
 
     We will describe the specific terms of any Securities offered by this
Prospectus in an accompanying Prospectus Supplement. Such terms include, as
applicable, the specific designation, aggregate principal amount, initial public
offering price, maturity, interest rates, interest payment dates, redemption
provisions and any other terms in connection with the offering and sale of the
Securities.
 
     We may sell the Securities to or through underwriters or dealers and also
may sell the Securities directly to other purchasers or through agents. The
accompanying Prospectus Supplement will set forth the names of any underwriters,
dealers or agents involved in the sale of the Securities, the principal amounts,
if any, to be purchased by underwriters and the compensation of such
underwriters, dealers and agents.
                               ------------------
 
     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
                               ------------------
 
     This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
                               ------------------
          , 1998
<PAGE>   3
 
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 SAFE HARBOR CAUTIONARY
STATEMENT
 
     This Prospectus and the documents incorporated by reference herein contain
"forward-looking" statements, as defined in the Private Securities Litigation
Reform Act of 1995, that are based on current expectations, estimates and
projections. Statements that are not historical facts, including statements
about the beliefs and expectations of Cincinnati Bell or Cincinnati Bell
Telephone, are forward-looking statements. These statements discuss potential
risks and uncertainties and, therefore, actual results may differ materially.
You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date on which they were made. Neither
Cincinnati Bell nor Cincinnati Bell Telephone undertakes any obligation to
update any forward-looking statements, whether as a result of new information,
future events or otherwise.
 
     Important factors that may affect these projections or expectations
include, but are not limited to: changes in the overall economy; changes in
competition in markets in which Cincinnati Bell operates; advances in
telecommunications technology; changes in the telecommunications regulatory
environment; changes in the demand for Cincinnati Bell's services and products;
Cincinnati Bell's ability to successfully introduce new service and product
offerings on a timely and cost effective basis; failure of Cincinnati Bell to
achieve Year 2000 compliance; and start-up of Cincinnati Bell's digital wireless
communications business.
                            ------------------------
 
     At the date of this Prospectus Cincinnati Bell is a diversified
telecommunications company with principal businesses in three industry segments:
communications services (including Cincinnati Bell Telephone), billing and
information services (operated by Convergys Information Management Group Inc.,
formerly known as Cincinnati Bell Information Systems Inc. ("CBIS")) and
customer management solutions (operated by Convergys Customer Management Group
Inc., formerly known as MATRIXX Marketing Inc. ("MATRIXX")). In April 1998,
Cincinnati Bell began taking steps to divest itself of the CBIS and MATRIXX
businesses. Since Cincinnati Bell expects to complete the divestiture entirely
by December 31, 1998, the description of Cincinnati Bell's business in this
Prospectus does not include CBIS or MATRIXX. The obligations of Cincinnati Bell
and other parties to complete the divestiture are subject to a number of
conditions. Although Cincinnati Bell cannot assure you that the divestiture will
be completed, Cincinnati Bell is not aware at the date of this Prospectus of any
condition that would prevent it from completing the divestiture.
 
     For more information about Cincinnati Bell's divestiture plans, see "Recent
Developments." For information regarding Convergys Corporation ("Convergys"), a
newly formed holding company of CBIS and MATRIXX, see the Form S-1 Registration
Statement No. 333-53619, as amended, originally filed by Convergys with the SEC
on May 26, 1998 (the "Convergys S-1"). For information on how to obtain a copy
of the Convergys S-1, see "Where You Can Find More Information."
 
                                        2
<PAGE>   4
 
                                    SUMMARY
 
     This summary highlights selected information from this Prospectus and does
not contain all of the information that may be important to you. You should
carefully read this entire Prospectus and the documents incorporated by
reference in this Prospectus. See "Where You Can Find More Information."
 
                 CINCINNATI BELL AND CINCINNATI BELL TELEPHONE
 
     Cincinnati Bell is a diversified telecommunications services holding
company that:
 
     - provides local, long distance, data networking, data transport, Internet
       and directory advertising services and products;
 
     - resells long distance telecommunications services; and
 
     - resells used telecommunications and computer equipment in the secondary
       market.
 
     In addition, Cincinnati Bell is managing a new digital wireless
communications business and intends to acquire an 80% ownership interest in such
business.
 
     Cincinnati Bell Telephone provides telecommunications services to
residential and business customers in the Cincinnati, Ohio, metropolitan market
area.
 
                          THE SECURITIES WE MAY OFFER
 
     Cincinnati Bell and Cincinnati Bell Telephone from time to time may offer
any combination of the debt securities and guaranteed debt securities.
 
                                 MAXIMUM AMOUNT
 
     The aggregate initial offering price may not exceed $350,000,000.
 
                              PLAN OF DISTRIBUTION
 
     We may sell the debt securities and guaranteed debt securities to or
through underwriters or dealers or to other purchasers directly or through
agents.
 
                            FORM OF DEBT SECURITIES
 
     We may issue the debt securities and guaranteed debt securities in
registered global form or registered certificate form.
 
                            TERMS OF DEBT SECURITIES
 
     The specific designation, aggregate principal amount, maturity, rate and
time of payment of interest, initial offering price and other terms of the debt
securities and guaranteed debt securities will be described in a Prospectus
Supplement.
 
                                   INDENTURE
 
     The debt securities will be issued under an Indenture between Cincinnati
Bell and The Bank of New York, as Trustee. The guaranteed debt securities will
be issued under an Indenture among Cincinnati Bell Telephone, Cincinnati Bell,
as Guarantor, and The Bank of New York, as Trustee.
 
                                USE OF PROCEEDS
 
     Unless otherwise indicated in a Prospectus Supplement, Cincinnati Bell and
Cincinnati Bell Telephone intend to use the net proceeds from the sale of the
Securities offered by this Prospectus to repay existing indebtedness and for
general corporate purposes.
 
                      WHERE YOU CAN FIND MORE INFORMATION
 
     This Prospectus "incorporates by reference" certain information about
Cincinnati Bell and Cincinnati Bell Telephone from Cincinnati Bell's filings
with the SEC. See "Where You Can Find More Information" for information on how
to obtain copies of such filings.
 
                             ADDRESS AND TELEPHONE
 
     The address of Cincinnati Bell and Cincinnati Bell Telephone is 201 East
Fourth Street, Cincinnati, Ohio 45202, and their telephone number is (513)
397-9900.
 
                                        3
<PAGE>   5
 
                                CINCINNATI BELL
 
GENERAL
 
   
     Cincinnati Bell is a full service telecommunications company that (i)
provides local, long distance, data networking, data transport, Internet and
directory advertising services in the Cincinnati, Ohio metropolitan market area,
(ii) resells long distance service and data services and products to small- and
medium-sized business customers mainly in a five-state Midwestern area, (iii)
manages a digital wireless communications business and (iv) resells
telecommunications and computer equipment in the secondary market. Cincinnati
Bell conducts its business through its subsidiaries, which are Cincinnati Bell
Telephone, Cincinnati Bell Directory Inc., Cincinnati Bell Long Distance Inc.,
Cincinnati Bell Wireless Company and Cincinnati Bell Supply Company.
    
 
COMPETITIVE STRENGTHS AND STRATEGY
 
   
     Cincinnati Bell believes that it is the most recognized single source,
full-service communications provider in the Cincinnati metropolitan market area.
Cincinnati Bell's competitive strengths include its (i) well-regarded brand
name, (ii) technologically advanced network, (iii) communications industry
focus, knowledge and experience, (iv) reputation for service quality, (v) large
installed telephone customer base and (vi) strategic relationships with targeted
industry leaders, including AT&T Corp. ("AT&T"), Lucent Technologies ("Lucent"),
DIRECTV(R) and United States Satellite Broadcasting Co. ("USSB"). By leveraging
its competitive strengths, Cincinnati Bell believes that it can increase the
market penetration of its existing services, effectively market new services,
establish and deliver its data network solutions and wireless capabilities, and
capture the full benefit of its strategic relationships with these targeted
industry leaders.
    
 
   
     Cincinnati Bell is exploring growth opportunities on its own and in
partnership with other companies, within and beyond its traditional geographic
market area. Cincinnati Bell's overall strategy is to expand beyond its
traditional telephone business and geographic market, to take advantage of the
expanding growth of the data transport business and to become an integrated
communications provider of end-to-end data and telecommunications solutions to
its customers. Cincinnati Bell has recently formed a network integration
business to offer end-to-end broadband network connectivity and management.
Cincinnati Bell has also entered into various agreements that will allow it to
offer Asynchronous Digital Subscriber Line ("ADSL") technology in the Cincinnati
metropolitan market area and high capacity and dial-up Internet access outside
of Cincinnati. Earlier this year, Cincinnati Bell expanded its product offerings
to include digital wireless communications services through a venture with AT&T
Wireless PCS Inc. Cincinnati Bell believes that, by bundling core and advanced
telecommunication related services on one bill, it achieves a competitive
advantage over current and future competitors.
    
 
CINCINNATI BELL TELEPHONE COMPANY
 
   
     Cincinnati Bell Telephone is the 12th largest local telecommunications
service company in the United States, based on its network access lines in
service at the end of 1997. In 1997, on a pro forma basis giving effect to the
Convergys divestiture, Cincinnati Bell Telephone provided 80% of Cincinnati
Bell's revenue and 74% of its operating income excluding special items.
    
 
     Cincinnati Bell Telephone provides telecommunications services to business
and residential customers in the Cincinnati metropolitan market area. This
market is 2,400 square miles located approximately within a 25 mile radius of
Cincinnati and includes all or significant parts of four counties of
southwestern Ohio, six counties in northern Kentucky and two counties in
southeastern Indiana. Approximately 1.5 million people lived in this region in
1990, including 656,000 households. Approximately 98% of Cincinnati Bell
Telephone's network access lines are in one local access transport area
("LATA").
 
   
     Cincinnati Bell Telephone has historically focused on providing
telecommunication services to a single geographic market, which has allowed it
to introduce various innovative new products and services before many other
incumbent local exchange carriers ("ILECs"). To solidify its reputation of being
the most recognized single source, full-service communications provider in the
Cincinnati metropolitan market area,
    
                                        4
<PAGE>   6
 
Cincinnati Bell Telephone markets the following products and services, on its
own or through strategic relationships with industry leaders. FUSE(SM), an
Internet access service, was launched in early 1997 by Cincinnati Bell Telephone
and has grown to serve approximately 27,000 subscribers as of September 30, 1998
in the Cincinnati metropolitan market area. With this launch, Cincinnati Bell
Telephone became one of the first ILECs in the nation to introduce an Internet
access service for its residential and small-business customers. Through
Cincinnati Bell Network Solutions, Cincinnati Bell Telephone is expanding its
presence in the data network solutions arena, offering project management,
installation, maintenance, monitoring and Internet/intranet solutions to its
customers, as it progresses towards its goal of becoming an end-to-end data
solutions provider. Cincinnati Bell recently expanded the scope of its network
solutions business by acquiring KSM Consulting, a systems and network integrator
located in Indianapolis, Indiana that designs and implements network solutions
for businesses. Additionally, Cincinnati Bell Telephone has recently tested ADSL
technology and is currently performing pre-launch market trials of this
technology. ADSL uses Cincinnati Bell Telephone's existing copper telephone
wiring to access data networks and the Internet to provide enhanced high-speed
data communications. This technology enables a customer to stay connected to the
Internet or other data networks over a dedicated portion of its telephone line
while still being able to make or receive telephone calls on the same line
simultaneously. Cincinnati Bell Telephone serves as the exclusive sales agent
for Lucent in the Cincinnati metropolitan market area, providing a full-service
line of communications equipment to business customers. Cincinnati Bell
Telephone also sells direct broadcast satellite ("DBS") services and installs
equipment under agreements with DIRECTV(R), USSB and certain DBS equipment
vendors. Cincinnati Bell Telephone also owns a 10 Mhz "E block" PCS license
covering the Cincinnati metropolitan market area which it can use for future yet
to be determined wireless services.
 
     Through its long-standing contractual relationships with AT&T, Cincinnati
Bell Telephone provides services to and for AT&T in the Cincinnati metropolitan
market area. As part of this relationship, Cincinnati Bell Telephone is able to
leverage AT&T's size and strength to acquire and deploy technology under
favorable terms.
 
     Cincinnati Bell Telephone's service record is among the best in the
industry. Based on reports to the Federal Communications Commission (the "FCC"),
Cincinnati Bell Telephone receives fewer customer reports of service trouble per
line than do nearly all other large U.S. telecommunications companies reporting
to the FCC. In 1997 (the latest year for which information is available),
Cincinnati Bell Telephone averaged only 1.18 trouble reports per 100 customer
lines per month, while comparable rates for other large reporting companies
ranged from 1.29 to 2.68. Additionally, Cincinnati Bell Telephone was recently
awarded the second highest customer satisfaction ranking by J.D. Power and
Associates as part of a comprehensive survey in 1998 of 14,000 residential
telephone customers of the 14 largest ILECs. In the face of increased access
line growth, Cincinnati Bell Telephone has a superior record for keeping
installation appointments and for completing new service orders within five
days.
 
     As a result of previous investments, Cincinnati Bell Telephone's plant,
equipment and network are modern and capable of handling new service offerings
as they are developed. Of its network access lines, 97% are served by digital
switches, 100% have ISDN capability and 100% have Signaling System 7 capability,
which supports enhanced features such as Caller ID, Call Trace and Call Return.
The network also includes more than 1,200 miles of fiber-optic cable, with seven
rings of cable equipped with SONET technology linking Cincinnati's downtown and
other major business centers. These SONET rings offer increased reliability and
redundancy to Cincinnati Bell Telephone's major business customers.
 
     On June 30, 1998, Cincinnati Bell Telephone had approximately 1,025,000
network access lines in service, an increase of 4.0% or 41,000 lines from June
30, 1997. Approximately 68% of Cincinnati Bell Telephone's network access lines
serve residential customers and 32% serve business customers. These residential
customers are adding lines for Internet access, home offices and increased voice
communications use. In 1997, additional lines accounted for more than 56% of
total access lines added during the year. As of September 30, 1998,
approximately 12% of Cincinnati Bell Telephone's residential customers had
additional access lines.
 
                                        5
<PAGE>   7
 
     Local services generated approximately 58% of Cincinnati Bell Telephone's
revenues in 1997, while the increasingly competitive network access and toll
services generated only 29%. The remainder of Cincinnati Bell Telephone's
revenues come from other communications services including commissioned sales,
maintenance and repair services, as well as billing services.
 
  Regulation
 
     Cincinnati Bell Telephone's local exchange, network access and toll
telephone operations are regulated by the Public Utility Commission of Ohio
("PUCO"), the Public Service Commission of Kentucky ("PSCK") and the FCC with
respect to rates, services and other matters.
 
     Present and future legislative and regulatory initiatives will have an
impact on Cincinnati Bell Telephone and other ILECs, including the Regional Bell
Operating Companies ("RBOCs") and other independent telephone companies. The
extent of that impact will not be known until the initiatives are fully
implemented. These initiatives are designed to encourage and accelerate the
development of competition in the telecommunications industry by removing legal
barriers to competition across major industry segments. Under the initiatives,
companies that were historically limited to providing service within one or more
of those segments, including local exchange, long distance, wireless, cable
television and information services, can enter other segments to compete with
the incumbent providers and other new entrants after meeting certain regulatory
requirements.
 
     In April 1998, the PUCO approved Cincinnati Bell Telephone's "Commitment
2000" alternative regulation plan which provides Cincinnati Bell Telephone
flexibility to price according to the market for competitive services and also
motivates it, by capping certain rates, to reduce costs. The approved rate caps
create a range of pricing flexibility and are not subject to change based on
inflation or productivity improvements. These types of changes have generally
led to some price reductions where they have been implemented for other ILECs.
The "Commitment 2000" plan expires in June 2001, but the Company has the option
to extend the plan for two additional years.
 
     For additional information on laws and regulations affecting Cincinnati
Bell Telephone, see Cincinnati Bell's most recent Form 10-K and any subsequent
Cincinnati Bell Forms 10-Q. For information on how to obtain a copy of these
reports, see "Where You Can Find More Information."
 
CINCINNATI BELL DIRECTORY INC.
 
     Cincinnati Bell Directory Inc. ("CBD") provides Yellow Pages, other
directory products and related information and advertising services. Its
principal products are a White Pages directory and 14 Yellow Pages directories,
which together reach more than 1.2 million residential and business consumers.
CBD continually evaluates new product offerings in both the print and emerging
electronic categories of distribution.
 
     CBD recently launched new Internet advertising services designed to add
value to the printed directory services it provides and to allow its customers
to better target and update their advertising message. These services include
the development of a community focused Internet site for directory customers,
expanded audiotext services, a regional business-to-business directory and
CD-ROM directory listing services.
 
CINCINNATI BELL LONG DISTANCE INC.
 
     Cincinnati Bell Long Distance Inc. ("CBLD") is an integrated communications
provider that resells long distance telecommunications services and products as
well as voice mail and paging services mainly in Ohio, Indiana, Michigan,
Kentucky and Pennsylvania. CBLD is licensed, however, as a long distance
provider in every state except Alaska. Its principal market focus is small- and
medium-sized businesses. CBLD augments its high-quality long-distance services
with calling plans, network features and enhanced calling services to create
customized packages of communications services for its clients. CBLD intends to
add new data communications services for business customers, including
high-speed dedicated and dial-up Internet access services and other high-speed
data transport using frame relay technology.
 
                                        6
<PAGE>   8
 
CINCINNATI BELL SUPPLY COMPANY
 
     Cincinnati Bell Supply Company ("CBS") markets telecommunications and
computer equipment. Its principal market is the secondary market for used
telecommunications systems, including AT&T- and Lucent-branded systems.
 
CINCINNATI BELL WIRELESS COMPANY
 
     Cincinnati Bell and AT&T Wireless PCS, Inc. ("AT&T PCS"), an indirect
wholly owned subsidiary of AT&T, signed a preliminary agreement in February 1998
to form a joint venture to provide digital wireless communications services in
the Cincinnati and Dayton metropolitan market areas. Cincinnati Bell expects
that it will initially contribute approximately $115 million to the joint
venture and acquire an interest of approximately 80% in return and that AT&T PCS
will contribute a 20 Mhz partitioned PCS license for this geographic region, as
well as network assets and other related assets and liabilities in exchange for
an interest of approximately 20%. Cincinnati Bell will hold its investment in
the venture through Cincinnati Bell Wireless Company ("Cincinnati Bell
Wireless").
 
     The digital wireless services offered by the joint venture, which will be
sold under the Cincinnati Bell Wireless brand name, will operate on AT&T PCS's
national network. Cincinnati Bell Wireless and AT&T PCS are currently finalizing
the details of how the joint venture will operate, but Cincinnati Bell expects
that the joint venture initially will contract with AT&T PCS for a significant
number of operational services, including network management. As time goes on,
the venture itself may choose to perform many of these operational services.
Cincinnati Bell will oversee the joint venture's day-to-day administration of
the wireless business, which includes marketing and retailing, as well as
financial, regulatory and other legal affairs.
 
     The joint venture will not be established until a number of conditions are
satisfied (or waived), including the negotiation of final terms and the
execution of a joint venture agreement and related operating agreements.
Cincinnati Bell and AT&T PCS have each agreed to use commercially reasonable
efforts to satisfy these conditions. Cincinnati Bell believes that the venture
is likely to be established during the fourth quarter of 1998 or the first
quarter of 1999, although there can be no assurance that the venture will be
established at any particular time or at all. If the venture is not established
by December 31, 1998, either Cincinnati Bell or AT&T PCS may terminate the
preliminary agreement.
 
     Cincinnati Bell Wireless and AT&T PCS signed an interim management
agreement, also in February 1998, pursuant to which Cincinnati Bell Wireless
immediately assumed responsibility for the day-to-day administration of the
wireless communications business (under AT&T PCS's overall supervision). Within
the framework of this agreement, Cincinnati Bell Wireless began offering
wireless services under its own brand name in the Cincinnati metropolitan market
area in May 1998 and in the Dayton metropolitan market area in August 1998.
Cincinnati Bell Wireless recently achieved AT&T PCS's most successful digital
wireless communications services launch (based upon new subscriber acquisitions)
by gaining more than 20,000 subscribers in the first three months of operations.
As of September 30, 1998, the business had more than 25,000 subscribers. The
interim management agreement will terminate when the joint venture agreements
are finalized or if the preliminary agreement is terminated. If final agreement
relating to the joint venture is not reached, AT&T PCS will retain its
partitioned PCS license and Cincinnati Bell Wireless will transfer control of
the business and the network assets to AT&T PCS. Cincinnati Bell Wireless may,
however, continue to act as a reseller of the wireless services to select
customers.
 
     In connection with establishing the joint venture, Cincinnati Bell Wireless
will commit to funding its proportional share of certain start-up operating
losses of the venture beginning in February 1998. Cincinnati Bell accordingly is
including these losses in its consolidated financial statements as the losses
are incurred. These losses totaled $8.8 million before taxes as of June 30,
1998, and Cincinnati Bell expects that its share of the losses for all of 1998
will total approximately $30 million before taxes. If Cincinnati Bell's
assumptions prove to be incorrect, actual losses could be significantly higher
or lower. Cincinnati Bell also believes that significant losses associated with
the joint venture will continue for the joint venture's first several years.
 
                                        7
<PAGE>   9
 
     In addition to its initial capital contribution of approximately $115
million, Cincinnati Bell expects to loan (through Cincinnati Bell Wireless)
approximately $50 to $60 million to the venture when it is formed. After
formation, the venture will pay to AT&T PCS approximately $160 million to
acquire the 20 Mhz, partioned PCS license and other assets contributed to the
venture by AT&T PCS and to reimburse AT&T PCS for its start-up costs. Although
it is not obligated to do so, Cincinnati Bell expects to loan (through
Cincinnati Bell Wireless) additional capital to the joint venture from time to
time as needed. Cincinnati Bell expects to fund those contributions and loans to
the joint venture by issuing commercial paper and through long-term debt
financing in the capital markets. There can be no assurance that Cincinnati Bell
will be successful in obtaining the financing necessary for the venture.
 
COMPETITION
 
     Evolving technology, the preferences of consumers, the legislative and
regulatory initiatives of policy makers and the convergence of other industries
with the telecommunications industry are causes for increasing competition
throughout the telecommunications industry. The range of communications
services, the equipment available to provide and access such services and the
number of competitors offering such services continue to increase. These
initiatives and developments could make it difficult for Cincinnati Bell
Telephone to maintain current revenue and profit levels.
 
     Local exchange telecommunications competitors will include other major
local exchange telecommunications companies, wireless services providers,
interexchange carriers, competitive local exchange carriers and others.
Cincinnati Bell's name and reputation are well regarded as a result of its
having provided telecommunications services to the Cincinnati metropolitan
market area since 1878 and having a record of superior customer service. Thus,
even though Cincinnati Bell Telephone has signed nine interconnection agreements
with competitors since August 1997, as of September 1998, Cincinnati Bell
Telephone has transferred fewer than 1,000 access lines to a total of six
competitors. Cincinnati Bell Telephone does not have any information about how
many potential new customers have been lost to competitors.
 
     Cincinnati Bell's other subsidiaries face intense competition in their
markets, principally from larger companies. These subsidiaries primarily seek to
differentiate themselves by leveraging the strength and recognition of the
Cincinnati Bell brand name, by providing existing customers with superior
service and by focusing on niche markets and opportunities to develop and market
customized packages of services. CBD's competitors are directory services
companies, newspapers and other media advertising services providers in the
Cincinnati metropolitan market area. CBD now competes with its former sales
representative for Yellow Pages directory customers; such competition may affect
CBD's ability to grow or maintain profits and revenues. CBLD's competitors
include interexchange carriers and certain local telecommunications services
companies. CBS's competitors include vendors of new and used communications and
computer equipment, operating regionally and across the nation. Cincinnati Bell
Wireless is one of five active wireless service providers in the Cincinnati and
Dayton metropolitan market areas.
 
YEAR 2000
 
     Since 1996, Cincinnati Bell has devoted significant time and resources to
achieve Year 2000 compliance. Accordingly, Cincinnati Bell has and will continue
to incur a substantial amount of Year 2000 remediation costs to repair or
replace non-compliant network elements, operations support systems and
application software prior to the new millennium. Cincinnati Bell expects Year
2000 costs in 1998 to be in the range of $10 million to $15 million, with costs
in 1999 estimated in the range of $5 million to $8 million. Cincinnati Bell
Telephone's goal is to have its network, information technology ("IT") and
facilities systems equipped with any required fixes or upgrades and tested by
March 31, 1999. Certain other systems and equipment will be replaced rather than
fixed, and Cincinnati Bell Telephone's goal is to have these replacements
installed and tested within the first six months of 1999. For additional
information on Year 2000 matters, see Cincinnati Bell's Form 8-K, date of report
October 13, 1998. For information on how to obtain a copy of this report, see
"Where You Can Find More Information."
 
                                        8
<PAGE>   10
 
                              RECENT DEVELOPMENTS
 
CONVERGYS
 
     In April 1998, Cincinnati Bell announced its intent to separate its billing
and information services (CBIS) and customer management solutions (MATRIXX)
businesses from its telecommunications businesses. As the initial step of this
separation, Cincinnati Bell established a wholly owned subsidiary, Convergys,
and contributed to it the businesses of CBIS and MATRIXX and a 45% limited
partnership interest in Cincinnati SMSA Limited Partnership (the "Cellular
Partnership") which operates a cellular telecommunications business in
southwestern Ohio and northern Kentucky. Cincinnati Bell's Board of Directors
believes that the separation of the businesses will (1) permit the management of
each business to focus on their respective core businesses without regard to the
corporate objectives and policies of the other businesses and (2) permit the
financial community to focus separately on Cincinnati Bell and Convergys and
their respective business opportunities.
 
     In July 1998, Cincinnati Bell and Convergys executed a Plan of
Reorganization and Distribution Agreement (the "Distribution Agreement") to
implement the separation. In the first step, completed in August 1998, Convergys
sold approximately 10% of its outstanding stock in an initial public offering.
In the second step, Cincinnati Bell will distribute the balance of its shares of
Convergys (approximately 90% of the outstanding stock of Convergys) to
Cincinnati Bell shareholders (the "Convergys Distribution"). Under the terms of
the Distribution Agreement, Cincinnati Bell may set the date of the Convergys
Distribution at any time prior to February 18, 1999, although Cincinnati Bell
currently intends to complete the Convergys Distribution by December 31, 1998.
Cincinnati Bell's obligation to complete the Convergys Distribution is subject
to the satisfaction or waiver by Cincinnati Bell, in its sole discretion, of
certain conditions. These include a condition that no events or developments
shall have occurred that, in the judgment of the Cincinnati Bell Board of
Directors, would result in the Convergys Distribution having a material adverse
effect on Cincinnati Bell or its shareholders. In addition, Cincinnati Bell and
Convergys may terminate the Convergys Distribution by mutual agreement at any
time prior to the date of the Convergys Distribution. At the date of this
Prospectus, Cincinnati Bell is not aware of any condition that would prevent it
from completing the Convergys Distribution.
 
     Prior to the initial public offering of Convergys in August 1998,
Cincinnati Bell provided Convergys with significant management functions and
services. Cincinnati Bell charged and/or allocated approximately $6.1 million,
$6.7 million and $7.7 million to Convergys for such functions and services in
1995, 1996 and 1997, respectively. Cincinnati Bell and Convergys have entered
into or will enter into a number of agreements for the purpose of defining their
continuing relationship. Cincinnati Bell and Convergys intend for these
agreements, taken as a whole, to accommodate both parties' interests fairly,
while continuing certain mutually beneficial arrangements. Due to the complexity
of the various relationships between Cincinnati Bell and Convergys, however,
there can be no assurance that these agreements will be at least as favorable to
Cincinnati Bell as could have been obtained from unaffiliated third parties.
 
     For more information about Convergys, the Convergys Distribution, the
continuing relationship between Cincinnati Bell and Convergys, and the financial
effect of the Convergys Distribution on Cincinnati Bell, you should read
Cincinnati Bell's Current Report on Form 8-K, date of report October 13, 1998
and the Convergys S-1 and exhibits filed with the Convergys S-1. For information
on how to obtain a copy of these documents, see "Where You Can Find More
Information."
 
                                        9
<PAGE>   11
 
                       RATIO OF EARNINGS TO FIXED CHARGES
 
   
<TABLE>
<CAPTION>
                                                                                       SIX MONTHS
                                                                                         ENDED
                                                     YEAR ENDED DECEMBER 31,            JUNE 30,
                                               ------------------------------------    ----------
                                               1993    1994    1995    1996    1997       1998
                                               ----    ----    ----    ----    ----    ----------
<S>                                            <C>     <C>     <C>     <C>     <C>     <C>
Ratio of earnings to fixed charges of
  Cincinnati Bell (1) (2)..................    --      2.62    --      5.57    5.22       2.75
</TABLE>
    
 
- ---------------
 
   
(1) For these ratios, "earnings" is determined by adding "total fixed charges"
    (excluding capitalized interest), income taxes, minority interest and
    amortization of capitalized interest to income from continuing operations
    after eliminating equity in undistributed earnings. For this purpose, "total
    fixed charges" consists of (i) interest on all indebtedness and amortization
    of debt discount and expense, (ii) capitalized interest and (iii) the
    interest component of rental expense. In 1993 and 1995, Cincinnati Bell's
    earnings were insufficient to cover fixed charges by $53.8 million and $24.1
    million, respectively. Cincinnati Bell's ratio of earnings to fixed charges
    reflects special items (credits) of $132.9 million in 1993, $5.7 million in
    1994, $178.7 million in 1995, $(24.7) million in 1996, $14.0 million in 1997
    and $42.6 million for the first six months of 1998. Excluding these special
    items, Cincinnati Bell's ratio of earnings to fixed charges would have been
    2.04 in 1993, 2.70 in 1994, 3.04 in 1995, 5.17 in 1996, 5.42 in 1997 and
    3.60 for the first six months of 1998.
    
 
   
(2) Cincinnati Bell's ratio of earnings to fixed charges, pro forma for the
    Convergys Distribution, would have been 2.61 in 1993, 2.52 in 1994, 5.96 in
    1996, 5.66 in 1997 and 5.74 for the first six months of 1998. Cincinnati
    Bell's earnings in 1995, pro forma for the Convergys Distribution, were
    insufficient to cover fixed charges by $45.1 million. Cincinnati Bell's
    ratio of earnings to fixed charges, pro forma for the Convergys
    Distribution, reflects special items (credits) of $9.6 million in 1993, $7.7
    million in 1994, $131.6 million in 1995, $(29.7) million in 1996 and $(21.0)
    million in 1997. Excluding these special items, Cincinnati Bell's ratio of
    earnings to fixed charges, pro forma for the Convergys Distribution, would
    have been 2.82 in 1993, 2.70 in 1994, 2.75 in 1995, 5.00 in 1996 and 5.05 in
    1997. Cincinnati Bell's ratio of earnings to fixed charges, pro forma for
    the Convergys Distribution, for the six months ended June 30, 1998 was not
    affected by special items.
    
 
                           DESCRIPTION OF SECURITIES
 
     Cincinnati Bell will issue debt securities (the "Debt Securities") under
one or more Indentures between Cincinnati Bell and The Bank of New York, as
Trustee (the "Cincinnati Bell Indenture"). Cincinnati Bell Telephone will issue
guaranteed debt securities (the "Guaranteed Debt Securities") under one or more
Indentures among Cincinnati Bell Telephone, Cincinnati Bell, as Guarantor, and
The Bank of New York, as Trustee (the "Cincinnati Bell Telephone Indenture").
Cincinnati Bell will guarantee on a subordinated basis the Guaranteed Debt
Securities issued by Cincinnati Bell Telephone pursuant to a guarantee contained
in the Cincinnati Bell Telephone Indenture. The Cincinnati Bell Indenture and
the Cincinnati Bell Telephone Indenture are together called the "Indentures."
The Debt Securities and the Guaranteed Debt Securities are together referred to
as the "Securities."
 
   
     Selected provisions of the Securities and the Indentures are summarized
below. The Indentures are substantially identical, except for the guarantee by
Cincinnati Bell of the Guaranteed Debt Securities issued by Cincinnati Bell
Telephone. The terms of Cincinnati Bell's guarantee are summarized at the end of
this section under the heading "Description of the Guarantee." In the summary,
we have included references to section numbers of the applicable Indentures so
that you can easily locate these provisions.
    
 
     The summary is not complete. The forms of the Indentures have been filed as
exhibits to the registration statement, and you should read the Indentures for
provisions that may be important to you. See "Where You Can Find More
Information" for information on how to locate the Indentures and any
supplemental indentures that we may file. You may also review the Indentures as
the Trustee's offices at 101 Barclay Street, New York, New York.
 
                                       10
<PAGE>   12
 
GENERAL
 
     Debt Securities issued by Cincinnati Bell will be unsecured and will rank
equally with all of Cincinnati Bell's other senior and unsubordinated debt. The
Guaranteed Debt Securities issued by Cincinnati Bell Telephone will be unsecured
and will rank equally with all of Cincinnati Bell Telephone's other senior and
unsubordinated debt. Cincinnati Bell will unconditionally guarantee the due and
punctual payment of principal, premium, if any, and interest payable pursuant to
the terms of the Guaranteed Debt Securities. However, the guarantee by
Cincinnati Bell will be subordinated in right of payment to Cincinnati Bell's
other senior and unsubordinated debt, including any Securities issued by
Cincinnati Bell under the Cincinnati Bell Indenture described in this section.
 
     The Indentures do not limit the amount of securities that either Cincinnati
Bell or Cincinnati Bell Telephone may issue or the amount of debt that may be
incurred (or guaranteed) by Cincinnati Bell or Cincinnati Bell Telephone. Since
Cincinnati Bell is a holding company that conducts all of its operations through
its subsidiaries, holders of Debt Securities issued by Cincinnati Bell will
generally have a junior position to claims of creditors of Cincinnati Bell's
subsidiaries, including trade creditors, debtholders, secured creditors, taxing
authorities, guarantee holders and any preferred stockholders. For current
information on the outstanding debt of Cincinnati Bell and Cincinnati Bell
Telephone, see Cincinnati Bell's most recent Forms 10-K and 10-Q. See "Where You
Can Find More Information."
 
     Each series of Securities may have different terms. A Prospectus Supplement
relating to any series of Securities being offered will include specific terms
relating to the offering. These terms will include some or all of the following:
 
          - The title and type of the Securities;
 
          - The total principal amount of the Securities;
 
          - The dates on which the principal of the Securities will be payable;
 
          - The interest rate that the Securities will bear, the interest
            payment dates for the Securities and the record date for the
            interest payable on any interest payment date;
 
          - Any optional redemption provisions;
 
          - Any sinking fund or other provisions that would obligate us to
            repurchase or otherwise redeem the Securities;
 
          - Any changes to or additional Events of Defaults or covenants;
 
          - Any special tax implications of the Securities, including for any
            Securities offered with original issue discount; and
 
          - Any other terms of the Securities.
 
DENOMINATION AND FORM
 
     Unless otherwise specified in the applicable Prospectus Supplement, the
Securities will be issued in registered form without coupons, in multiples of
$1,000. We expect that the Securities will be issued in "book-entry" form,
represented by a permanent global note registered in the name of The Depository
Trust Company, or its nominee. However, we reserve the right to issue notes in
certificate form registered in the names of the holders of the Securities.
 
                                       11
<PAGE>   13
 
   
NEGATIVE PLEDGE
    
 
   
     Guaranteed Debt Securities
    
 
   
     The Cincinnati Bell Telephone Indenture restricts the ability of Cincinnati
Bell Telephone to pledge its assets. If Cincinnati Bell Telephone pledges or
mortgages any of its property to secure any debt or other obligation, then as
long as such debt or other obligation is secured by such property, Cincinnati
Bell Telephone also will pledge or mortgage the same property to the Trustee to
secure the Guaranteed Debt Securities issued by Cincinnati Bell Telephone. This
restriction will not apply to certain pledges or mortgages, including
    
 
   
          - pledges of property to secure money borrowed to acquire property
            (including capital lease obligations) or pledges existing when the
            property was acquired by Cincinnati Bell Telephone,
    
 
   
          - deposits or pledges to secure public statutory obligations, or
    
 
   
          - deposits or pledges with any governmental body for certain specified
            purposes, such as in connection with court proceedings.
    
 
   
     In addition, this restriction does not limit the ability of any subsidiary
or other affiliate of Cincinnati Bell Telephone (including Cincinnati Bell) to
pledge or mortgage property of that subsidiary or affiliate, even if the
property was acquired from Cincinnati Bell Telephone. (Section 4.03)
    
 
   
     Debt Securities
    
 
   
     The Cincinnati Bell Indenture restricts the ability of Cincinnati Bell and
certain of its subsidiaries to pledge their assets. If Cincinnati Bell or any
Restricted Subsidiary (as we define this term below) of Cincinnati Bell pledges
or mortgages any of its property to secure any debt or other obligation, then as
long as such debt or other obligation is secured by such property, Cincinnati
Bell or such Restricted Subsidiary also will pledge or mortgage the same
property to the Trustee to secure the Debt Securities issued by Cincinnati Bell.
(Section 4.03)
    
 
   
     This restriction will not apply in certain situations. Cincinnati Bell or
any Restricted Subsidiary may pledge its assets if the pledge is a Permitted
Lien (as we define this term below) without regard to the amount of debt secured
by the pledge. Cincinnati Bell or any Restricted Subsidiary may also pledge its
assets if
    
 
   
          - the amount of debt secured by such assets, plus
    
 
   
          - the total amount of other secured debt not permitted by this
            restriction (other than debt that is secured by a Permitted Lien),
            plus
    
 
   
          - the total amount of Attributable Debt in respect of all Sale and
            Leaseback Transactions does not exceed 10% of the Company's
            Consolidated Net Tangible Assets immediately before the new secured
            debt is incurred, assumed or guaranteed.
    
 
   
     Below are summaries of definitions for terms that we have just used that
begin with capital letters. For the full definition of such terms, you should
refer to the form of the Cincinnati Bell Indenture filed as an exhibit to the
registration statement.
    
 
   
     "Attributable Debt" means the amount of rent required to be paid during the
remaining term of a lease (excluding payments for maintenance and repairs,
services, insurance, taxes, assessments, water rates and similar charges and
contingent rent), discounted from the dates on which the rent payments are due
at the weighted average of the rates of interest borne by the Securities then
outstanding under the Cincinnati Bell Indenture, compounded semi-annually.
    
 
   
     "Capital Lease Obligations" means debt under a lease that GAAP requires
companies to capitalize for financial reporting purposes.
    
 
   
     "Capital Stock" means shares or other equivalents (however designated) of
corporate stock, partnership interest or any other participation, right,
warrant, option or other interest in the nature of an equity interest, but
excluding any debt security convertible or exchangeable into such equity
interest.
    
 
                                       12
<PAGE>   14
 
   
     "Consolidated Net Tangible Assets" means the consolidated total assets of
Cincinnati Bell and its Subsidiaries as reflected in Cincinnati Bell's most
recent balance sheet prepared in accordance with GAAP, less (1) current
liabilities (excluding current maturities of long-term debt and Capital Lease
Obligations) and (2) goodwill, trademarks, patents and minority interests of
others.
    
 
   
     "GAAP" means United States generally accepted accounting principles.
    
 
   
     "Lien" means any mortgage or deed of trust, pledge, hypothecation,
assignment, deposit arrangement, security interest, lien, charge, easement or
zoning restriction (other than any easement or zoning restriction that does not
materially impair usefulness or marketability), encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind,
including any Capital Lease Obligation, conditional sale or other title
retention agreement having substantially the same economic effect as any of the
foregoing or any Sale and Leaseback Transaction.
    
 
   
     "Permitted Liens" mean
    
 
   
     (1) Liens existing on the date of the Cincinnati Bell Indenture;
    
 
   
     (2) Liens on property existing at the time of acquisition of such property
or to secure the payment of all or any part of the purchase price of such
property or to secure any debt incurred prior to, at the time of or within 270
days after the acquisition of such property for the purpose of financing all or
any part of the purchase price of such property; or Liens securing Capital Lease
Obligations, provided that (a) any such Lien attaches to the property within 270
days after the acquisition of such property and (b) such Lien attaches solely to
the property so acquired;
    
 
   
     (3) Liens securing debt owing by a Restricted Subsidiary to Cincinnati Bell
or any wholly owned Subsidiary of Cincinnati Bell;
    
 
   
     (4) Liens on property of any entity, or on the stock, debt or other
obligations of such entity, existing at the time (a) such entity becomes a
Restricted Subsidiary, (b) such entity is merged into or consolidated with
Cincinnati Bell or a Restricted Subsidiary or (c) Cincinnati Bell or a
Restricted Subsidiary acquires all or substantially all of the assets of such
entity; provided that no such Lien extends to any other property of Cincinnati
Bell or any other Restricted Subsidiary;
    
 
   
     (5) Liens on the property of Cincinnati Bell or any of its Subsidiaries
securing (a) nondelinquent performance of bids or contracts (other than for
borrowed money, obtaining of advances or credit or the securing of debt), (b)
contingent obligations on surety and appeal bonds and (c) other nondelinquent
obligations of a like nature, in each case, incurred in the ordinary course of
business;
    
 
   
     (6) pledges or deposits under worker's compensation laws, unemployment
insurance laws or similar legislation;
    
 
   
     (7) statutory and tax Liens for sums not yet due or delinquent or which are
being contested or appealed in good faith by appropriate proceedings;
    
 
   
     (8) Liens arising solely by operation of law and in the ordinary course of
business, such as mechanics', materialmen's, warehousemen's and carriers' Liens
and Liens of landlords or of mortgages of landlords on fixtures and movable
property located on premises leased in the ordinary course of business;
    
 
   
     (9) any renewal, extension or replacement (in whole or in part) for any
Lien permitted pursuant to exceptions (1) through (8) above or of any debt
secured by such Lien, provided that such extension, renewal or replacement Lien
shall be limited to all or any part of the same property that secured the Lien
that was extended, renewed or replaced (plus improvements on such property).
    
 
   
     "Restricted Subsidiary" means any Subsidiary of Cincinnati Bell if, at the
end of the most recent fiscal quarter of Cincinnati Bell, the aggregate amount
of (1) securities of, (2) loans and advances to and (3) other investments in
such Subsidiary held by Cincinnati Bell and its other Subsidiaries exceeded 10%
of Cincinnati Bell's Consolidated Net Tangible Assets;
    
 
                                       13
<PAGE>   15
 
   
     "Sale and Leaseback Transaction" means any direct or indirect arrangement
with a third party pursuant to which Cincinnati Bell or a Restricted Subsidiary
leases any property that has been or is to be sold or transferred by Cincinnati
Bell or any Restricted Subsidiary to such third party.
    
 
   
     "Subsidiary" means (1) a corporation of which at the date of determination
Cincinnati Bell, one or more Subsidiaries or Cincinnati Bell and one or more
Subsidiaries, directly or indirectly, owns a majority of the capital stock with
voting power, under ordinary circumstances, to elect directors or (2) any other
Person (other than a corporation) in which at the date of determination
Cincinnati Bell, one or more Subsidiaries or Cincinnati Bell together with one
or more Subsidiaries, directly or indirectly, has at least a majority ownership
and power to direct the policies, management and affairs of such Person.
(Section 4.03)
    
 
   
CONSOLIDATION, MERGER OR SALE
    
 
     The Indentures generally permit Cincinnati Bell or Cincinnati Bell
Telephone to consolidate or merge with each other or any other company or to
sell substantially all of its assets to each other or any other company, as long
as the following conditions are met:
 
          - The company surviving the consolidation, merger or sale (if it is
            not Cincinnati Bell or Cincinnati Bell Telephone) expressly assumes
            all of the obligations of the relevant issuer under all outstanding
            Indentures relating to the Securities;
 
          - Immediately after the consolidation, merger or sale of assets, no
            Event of Default has occurred or appears likely to occur; and
 
          - The surviving company is organized under the laws of the United
            States of America, any U.S. state or the District of Columbia.
 
     The surviving or acquiring corporation will be substituted for Cincinnati
Bell or Cincinnati Bell Telephone in the Indentures with the same effect as if
it had been an original party to the Indentures. (Section 10.02) Thereafter, the
surviving or acquiring corporation may exercise the rights and powers of
Cincinnati Bell or Cincinnati Bell Telephone under the Indentures and the
Securities, and Cincinnati Bell or Cincinnati Bell Telephone will be released
from all of its liabilities and obligations under the Indentures and the
Securities.
 
     Unless otherwise indicated in a Prospectus Supplement, the covenants
contained in the Indentures and the Securities do not afford holders of the
Securities protection in the event of a highly leveraged or other transaction
involving Cincinnati Bell or Cincinnati Bell Telephone that may adversely affect
holders of the Securities.
 
EVENT OF DEFAULT
 
     "Event of Default" means any of the following:
 
          - failure to pay interest on any Security for 30 days;
 
          - failure to deposit any sinking fund payment when due;
 
          - failure to pay the principal or any premium on any Security when
            due;
 
          - failure to perform any other covenant in the Indenture that
            continues for 60 days after receiving written notice from the
            Trustee or the holders of at least 25% in principal amount of the
            outstanding Securities;
 
   
          - failure to make payments and certain other defaults with respect to
            other outstanding debt of $20 million or more;
    
 
   
          - certain events in bankruptcy, insolvency or reorganization; or
    
 
          - any other Event of Default included in any Indenture or Supplemental
            Indenture.
 
                                       14
<PAGE>   16
 
     If an Event of Default for any series of Securities occurs and continues,
either the Trustee or the holders of at least 25% in aggregate principal amount
of that series of Securities may declare the entire principal of all Securities
of that series to be due and payable immediately. If this happens, subject to
certain conditions, the holders of a majority of the aggregate principal amount
of that series of Securities can rescind the declaration. (Section 6.01) If an
Event of Default resulting from certain events of bankruptcy, insolvency or
reorganization of Cincinnati Bell or Cincinnati Bell Telephone occurs, the
entire principal of all Securities of all series will become due and payable
immediately without any declaration or any act on the part of the Trustee or the
Securities Holders. (Section 6.02)
 
     An Event of Default for a particular series of Securities does not
necessarily constitute an Event of Default for any other series of Securities
issued under an Indenture. It is possible for an Event of Default to occur with
respect to one or more series of Securities while other series are not affected.
 
     Within 90 days after a default for any series of Securities occurs, the
Trustee must notify the holders of Securities of that series of the default if
it is known to the Trustee and Cincinnati Bell or Cincinnati Bell Telephone has
not remedied it (a default means the events specified above without the grace
periods or notice). The Trustee may withhold notice to the holders of such
Securities of any default (except in the payment of principal or interest) if it
in good faith considers such withholding to be in the best interests of the
holders. Cincinnati Bell and Cincinnati Bell Telephone are required to file an
annual certificate with the Trustee, signed by an officer, about any default by
them under any provisions of the Indentures. (Section 5.03)
 
     Other than its duties in case of a default, a Trustee is not obligated to
exercise any of its rights or powers under any Indenture at the request, order
or direction of any holders, unless the holders offer the Trustee indemnity
satisfactory to the Trustee. (Sections 7.01 and 7.02) If they provide this
indemnification satisfactory to the Trustee, the holders of a majority in
principal amount of any series of Securities may direct the time, method and
place of conducting any proceeding or any remedy available to the Trustee, or
exercising any power conferred upon the Trustee, for any series of Securities.
(Section 6.06)
 
MODIFICATION OF INDENTURES
 
     The rights and obligations of Cincinnati Bell and Cincinnati Bell Telephone
and the rights of the holders of the Securities under each Indenture may be
modified with the consent of the holders of at least 66 2/3% in principal amount
of the outstanding Securities of each series affected by the modification. No
modification may extend the fixed maturity of any Securities, reduce the
principal amount of the Securities, reduce the rate or extend the time of
payment of interest or reduce any premium payable upon the redemption of the
Securities. Also, the percentage of holders required to consent to a
modification may not be reduced. (Section 9.02)
 
     Unless otherwise specified in the applicable prospectus supplement, the
Indentures may also be modified without the consent of any holders of the
Securities for certain specified purposes, including in order to correct any
ambiguity, defect or inconsistency in the Indentures. (Section 9.01)
 
BOOK-ENTRY NOTES -- REGISTRATION, TRANSFER AND PAYMENT OF INTEREST AND PRINCIPAL
 
     Book-entry notes of a series will be issued in the form of a global note
that will be deposited with The Depository Trust Company, New York, New York
("DTC"). This means that Cincinnati Bell and Cincinnati Bell Telephone will not
issue certificates to each holder. One global note will be issued to DTC who
will keep a computerized record of its participants (for example, your broker)
whose clients have purchased the notes. The participant will then keep a record
of its clients who purchased the notes. Unless it is exchanged in whole or in
part for a certificate note, a global note may not be transferred; except that
DTC, its nominees, and their successors may transfer a global note as a whole to
one another.
 
     Beneficial interests in global notes will be shown on, and transfers of
global notes will be made only through, records maintained by DTC and its
participants.
 
                                       15
<PAGE>   17
 
     DTC has provided us the following information: DTC is a limited-purpose
trust company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the United States
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered under the
provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds
securities that its participants ("Direct Participants") deposit with DTC. DTC
also records the settlement among Direct Participants of securities
transactions, such as transfers and pledges, in deposited securities through
computerized records for Direct Participant's accounts. This eliminates the need
to exchange certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations. DTC's book-entry system is also used by other organizations such
as securities brokers and dealers, banks and trust companies that work through a
Direct Participant. The rules that apply to DTC and its participants are on file
with the SEC.
 
     DTC is owned by a number of its Direct Participants and by the New York
Stock Exchange, Inc., The American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc.
 
     We will wire principal and interest payments to DTC's nominee. We and the
Trustee will treat DTC's nominee as the owner of the global notes for all
purposes. Accordingly, we, the Trustee and any paying agent will have no direct
responsibility or liability to pay amounts due on the global notes to owners of
beneficial interests in the global notes.
 
     It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit Direct Participants' accounts on the payment date according
to their respective holdings of beneficial interests in the global notes as
shown on DTC's records. In addition, it is DTC's current practice to assign any
consenting or voting rights to Direct Participants whose accounts are credited
with notes on a record date, by using an omnibus proxy. Payments by participants
to owners of beneficial interests in the global notes, and voting by
participants, will be governed by the customary practices between the
participants and owners of beneficial interests, as is the case with notes held
for the account of customers registered in "street name." However, payments will
be the responsibility of the participants and not of DTC, the Trustee or us.
 
     Notes represented by a global note will be exchangeable for certificate
notes with the same terms in authorized denominations only if:
 
          - DTC notifies us that it is unwilling or unable to continue as
            depositary or if DTC ceases to be a clearing agency registered under
            applicable law and a successor depositary is not appointed by us
            within 90 days; or
 
          - we determine not to require all of the notes of a series to be
            represented by a global note and notify the Trustee of our decision.
 
     Settlement for the Securities will be made by the Underwriters in
immediately available funds. All payments of principal and interest will be made
in immediately available funds, except as otherwise indicated in this section.
 
CERTIFICATE NOTES -- REGISTRATION, TRANSFER AND PAYMENT OF INTEREST AND
PRINCIPAL
 
     If Cincinnati Bell or Cincinnati Bell Telephone issues certificate notes,
they will be registered in the name of the noteholder. The notes may be
transferred or exchanged, pursuant to administrative procedures in the
Indenture, without the payment of any service charge (other than any tax or
other governmental charge) by contacting the paying agent.
 
     Holders of over $5 million in principal amount of Securities can request
that payment of principal, premium, if any, and interest be wired to them by
contacting the paying agent at least one business day prior to the payment date.
Otherwise, payments will be made by check and sent by first class mail.
 
                                       16
<PAGE>   18
 
THE PAYING AGENT
 
     Unless otherwise specified in the Prospectus Supplement, the paying agent
will be The Bank of New York, 101 Barclay Street, New York, New York.
 
DISCHARGE
 
     Cincinnati Bell or Cincinnati Bell Telephone will be discharged from its
obligations on the Securities of any series at any time if it deposits with the
Trustee sufficient cash or government securities to pay the principal, premium,
if any, and interest and any other sums due to the stated maturity date or a
redemption date of the Securities of that series, and if it satisfies certain
other conditions. If this happens, the holders of the Securities of that series
will not be entitled to the benefits of the Indenture except for registration of
transfer and exchange of Securities and replacement of lost, stolen or mutilated
Securities. (Section 11.01) To exercise this option, Cincinnati Bell or
Cincinnati Bell Telephone must provide the Trustee with an opinion of recognized
tax counsel to the effect that, among other things, the deposit and related
discharge would not cause the holders of the Securities of that series to
recognize income, gain or loss for federal income tax purposes.
 
REPORTS BY CINCINNATI BELL AND CINCINNATI BELL TELEPHONE
 
     Each of Cincinnati Bell and Cincinnati Bell Telephone will provide to the
Trustee (and to holders of the Securities upon request) copies of any annual and
quarterly reports and other information that Cincinnati Bell or Cincinnati Bell
Telephone is required to file with the SEC pursuant to the Securities Exchange
Act of 1934. Even if Cincinnati Bell is not required to file any such reports or
information with the SEC, Cincinnati Bell (but not Cincinnati Bell Telephone)
will continue to provide such information to the Trustee (and to holders of the
Securities upon request), as if Cincinnati Bell were still subject to the SEC's
reporting requirements.
 
DESCRIPTION OF GUARANTEE
 
     Cincinnati Bell will unconditionally guarantee the due and punctual payment
of the principal of, premium, if any, and interest on the Guaranteed Debt
Securities, whether due and payable at maturity or by declaration of
acceleration, call for redemption or otherwise. The Guarantee will be an
unsecured obligation of Cincinnati Bell and will be subordinated and subject in
right of payment to the prior payment in full of all Senior Debt of Cincinnati
Bell, including any Debt Securities issued by Cincinnati Bell under the
Cincinnati Bell Indenture described in this section. (Articles One and Fourteen)
 
     "Senior Debt" is defined to include the principal of, premium (if any) and
interest on the indebtedness of Cincinnati Bell outstanding on the date that any
series of Securities are issued or on any date after the issue date including
guarantees of, endorsements and other contingent obligations in respect of, or
agreements to purchase or otherwise acquire, the indebtedness of others.
However, Senior Debt does not include any of the following: (1) the Guaranteed
Debt Securities, (2) any obligation of Cincinnati Bell to any of its
subsidiaries, (3) trade payables, (4) indebtedness of Cincinnati Bell that, by
the express terms of the agreement creating it, is subordinate to other
obligations of Cincinnati Bell, (5) any portion of Cincinnati Bell's
indebtedness that is incurred in violation of the Cincinnati Bell Telephone
Indenture or (6) tax liabilities.
 
     The Cincinnati Bell Telephone Indenture does not limit the amount of debt
(including Senior Debt) that Cincinnati Bell may incur or guarantee. Because
Cincinnati Bell is a holding company that conducts all of its operations through
its subsidiaries, claims of holders of Guaranteed Debt Securities against
Cincinnati Bell under the Guarantees will generally have a junior position to
claims of creditors of Cincinnati Bell, including trade creditors, debtholders,
secured creditors, taxing authorities, guarantee holders and any preferred
stockholders.
 
     For current information on the outstanding debt of Cincinnati Bell and
Cincinnati Bell Telephone, see Cincinnati Bell's most recent Forms 10-K and
10-Q. See "Where You Can Find More Information."
 
                                       17
<PAGE>   19
 
GOVERNING LAW
 
     New York state law will govern the Indentures, Securities and Guarantees,
without regard to conflict of law principles.
 
                              PLAN OF DISTRIBUTION
 
     We may sell the Securities (a) directly to one or more purchasers, (b)
through underwriters or dealers, and (c) through agents.
 
     If an underwriter or dealer is used in the sale, the Securities will be
acquired by the underwriters or dealers for their own account. The underwriters
or dealers may resell the Securities in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of sale. The obligations of the underwriters or dealers
to purchase the Securities will be subject to certain conditions. The
underwriters or dealers will be obligated to purchase all of the Securities of
the series offered if any of the Securities are purchased.
 
     Securities may be sold directly by us. In this case, no underwriters or
agents would be involved.
 
     Securities may also be sold through agents designated by us. The agents
will agree to use their reasonable best efforts to solicit purchases for the
period of their appointment.
 
     We may effect the distribution of the Securities from time to time in one
or more transactions whether (a) at a fixed price or prices, which may be
changed, (b) at market prices prevailing at the time of sale, (c) at prices
related to such prevailing market prices or (d) at negotiated prices.
 
     Underwriters, dealers and agents that participate in the distribution of
the Securities may be underwriters as defined in the Securities Act of 1933 (the
"Securities Act"), and any discounts or commissions received by them from us and
any profit on the resale of the Securities by them may be treated as
underwriting discounts and commissions under the Securities Act. Any
underwriters or agents will be identified and their compensation described in a
prospectus supplement.
 
     We may have agreements with underwriters, dealers and agents to indemnify
them against certain civil liabilities, including liabilities under the
Securities Act or to contribute with respect to payments which the underwriters,
dealers or agents may be required to make.
 
     Underwriters, dealers and agents may engage in transactions with, or
perform services to, us or our subsidiaries in the ordinary course of business.
 
                                 LEGAL MATTERS
 
     Frost & Jacobs LLP, counsel of Cincinnati Bell and Cincinnati Bell
Telephone, is passing upon the legality of the Debt Securities for Cincinnati
Bell and the Guaranteed Debt Securities for Cincinnati Bell and Cincinnati Bell
Telephone.
 
     Cleary, Gottlieb, Steen & Hamilton of New York, New York will issue an
opinion about certain legal matters relating to the Securities for the
underwriters. Cleary, Gottlieb, Steen & Hamilton will rely on Frost & Jacobs LLP
as to matters of Ohio law.
 
                                    EXPERTS
 
     The consolidated balance sheets as of December 31, 1997 and 1996 and the
consolidated statements of income, shareowners' equity, and cash flows for each
of the three years in the period ended December 31, 1997 of Cincinnati Bell Inc.
and Transtech, incorporated by reference in this Prospectus, have been
incorporated herein in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
 
                                       18
<PAGE>   20
 
                      WHERE YOU CAN FIND MORE INFORMATION
 
     Cincinnati Bell Inc. files annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
document we file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our SEC filings are also
available to the public from the SEC's web site at http://www.sec.gov.
 
     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to other documents. The information incorporated by reference is
considered to be part of this Prospectus, and later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we sell
all the debt securities.
 
     - Cincinnati Bell Annual Report on Form 10-K for the year ended December
       31, 1997;
 
     - Cincinnati Bell Quarterly Reports on Form 10-Q for the quarters ended
       March 31, 1998 and June 30, 1998; and
 
     - Current Reports on Form 8-K, dates of report February 2, 1998, March 3,
     1998 (as amended by Form
      8-K/A, date of report March 3, 1998), September 2, 1998 and October 13,
     1998.
 
     You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
         Investor Relations
         Cincinnati Bell Inc.
         201 East Fourth Street
         Cincinnati, Ohio 45202
         (513) 397-9900
 
     You may also find information about Cincinnati Bell and Cincinnati Bell
Telephone at their web sites. Cincinnati Bell's web site is a
http://www.cinbellinc.com. Cincinnati Bell Telephone's web site is at
http://www.cincinnatibell.com.
 
     You should rely only on the information incorporated by reference or
provided in this Prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this Prospectus or any Prospectus
Supplement is accurate as of any date other than the date on the front of those
documents.
 
     Convergys has filed the Convergys S-1 with the SEC. In addition, Convergys
Corporation files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document that
Convergys files at the SEC's reference rooms in Washington, D.C., New York, New
York and Chicago, Illinois. You may call the SEC at the phone number indicated
above and also obtain the Convergys filings from the SEC website identified
above.
 
     You may request a copy of the Convergys S-1 or any of its other filings, at
no cost, by writing or telephoning Cincinnati Bell at the Investor Relations
address indicated above.
 
     In addition, you may also find information about Convergys at its website
at http://www.convergys.com.
 
                                       19
<PAGE>   21
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
<TABLE>
<S>                                                             <C>
Securities and Exchange Commission Filing Fee...............    $103,250
Rating Agency Fees..........................................     100,000*
Fees and Expenses of Trustee................................      15,000*
Printing and Engraving of Securities........................       5,000*
Printing and Distributing Registration Statement and
  Prospectuses..............................................     100,000*
Attorneys' Fees and Expenses................................      50,000*
Accountants' Fee............................................      50,000*
Blue Sky Expenses...........................................       1,000*
Miscellaneous Expenses......................................       5,750
                                                                --------
Total.......................................................    $430,000
                                                                ========
</TABLE>
 
- ---------------
 
* Estimated
 
ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     There are no provisions in the Amended Articles of Incorporation of
Cincinnati Bell and Cincinnati Bell Telephone by which an officer or director
may be indemnified against any liability which he or she may incur in his or her
capacity as such. However, each of Cincinnati Bell and Cincinnati Bell Telephone
has indemnification provisions in its Amended Regulations and Regulations,
respectively, which provide that Cincinnati Bell and Cincinnati Bell Telephone
will, to the full extent permitted by Ohio law, indemnify all persons whom it
may indemnify under such law. Reference is made to Section 1701.13(E) of the
Ohio Revised Code which provides for indemnification of directors and officers
in certain circumstances. The foregoing references are necessarily subject to
the complete text of the Amended Regulations and Regulations and statute
referred to above and are qualified in their entirety by reference thereto.
 
     Liability insurance for its directors and officers for certain losses
arising from certain claims and charges, including claims and charges under the
Securities Act, which may be made against such persons while acting in their
capacities as directors and officers of Cincinnati Bell and Cincinnati Bell
Telephone, is provided under a Company insurance policy.
 
     The Underwriting Agreement, the form of which is filed as Exhibit 1 to the
Registration Statement, provides for the indemnification of the directors and
officers of Cincinnati Bell and Cincinnati Bell Telephone against certain
liabilities, including liabilities arising under the Securities Act.
 
     The above discussion of the Amended Articles, Amended Regulations and
Regulations, Underwriting Agreement and Section 1701.13(E) of the Ohio Revised
Code is not intended to be exhaustive and is respectively qualified in its
entirety by the Amended Articles, Amended Regulations and Regulations,
Underwriting Agreement and such statute.
 
ITEM 16.  EXHIBITS.
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C>        <S>
  1        Form of Underwriting Agreement.
  4-A      Form of Indenture between Cincinnati Bell and The Bank of
           New York, as Trustee.
  4-B      Form of Indenture among Cincinnati Bell, Cincinnati Bell
           Telephone and The Bank of New York, as Trustee.
  4-C      Form of Note (contained as Appendix A in Exhibit 4-A).
  4-D      Form of Guaranteed Note (contained as Appendix A in Exhibit
           4-B).
</TABLE>
 
                                      II-1
<PAGE>   22
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C>        <S>
  5        Opinion of Frost & Jacobs LLP, counsel for Cincinnati Bell
           and Cincinnati Bell Telephone, as to the legality of the
           Securities being registered.
 12-A      Cincinnati Bell Inc. Computation of Ratio of Earnings to
           Fixed Charges.
 12-B      Cincinnati Bell Telephone Computation of Ratio of Earnings
           to Fixed Charges.
 12-C      Cincinnati Bell Inc. Pro Forma Computation of Ratio of
           Earnings to Fixed Charges.
 23-A.1    Consent of PricewaterhouseCoopers LLP.
 23-A.2    Consent of PricewaterhouseCoopers LLP.
 23-B      Consent of Frost & Jacobs LLP is contained in opinion of
           counsel filed as Exhibit 5.
 24        Powers of Attorney executed by directors and officers of
           Cincinnati Bell and Cincinnati Bell Telephone.
 25        Statement of Eligibility of Trustee.
</TABLE>
 
ITEM 17.  UNDERTAKINGS.
 
     (a) The undersigned registrants hereby undertake:
 
          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement;
 
             (i) To include any prospectus required by section 10(a)(3) of the
        Securities Act of 1933;
 
             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement; and
 
             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement;
 
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
     (b) The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
annual report of Cincinnati Bell Inc. pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
 
     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the provisions referred to in Item 15 (other than
the insurance policies referred to therein), or otherwise, the registrants have
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
 
                                      II-2
<PAGE>   23
 
such liabilities (other than the payment by either registrant of expenses
incurred or paid by director, officer or controlling person of such registrant
in the successful defense of any action, suit or proceeding) is asserted against
either registrant by such director, officer or controlling person in connection
with the securities being registered, such registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
 
     (d) The undersigned registrants hereby undertake that:
 
          (1) For purposes of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus filed as part
     of this registration statement in reliance upon Rule 430A and contained in
     a form of prospectus filed by the registrant pursuant to Rules 424(b)(1) or
     (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
     of this registration statement as of the time it was declared effective.
 
          (2) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.
 
                                      II-3
<PAGE>   24
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, Cincinnati Bell
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cincinnati and State of Ohio, on the
9th day of October, 1998.
 
                                          CINCINNATI BELL INC.
 
                                          By: /s/ JOHN T. LAMACCHIA
                                            ------------------------------------
                                              John T. LaMacchia
                                              President and Chief Executive
                                              Officer
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed on the 9th day of
October, 1998 by the following persons in the capacities and on the date
indicated.
 
<TABLE>
<CAPTION>
                 SIGNATURE
                 ---------
<S>                                             <C>
/s/ JOHN T. LAMACCHIA                           Principal Executive Officer: President,
- --------------------------------------------    Chief Executive Officer and Director
John T. LaMacchia
 
/s/ KEVIN W. MOONEY                             Principal Financial Officer and Principal
- --------------------------------------------    Accounting Officer: Chief Financial Officer
Kevin W. Mooney
 
/s/ CHARLES J. MECHEM, JR.*                     Chairman of the Board and Director
- --------------------------------------------
Charles J. Mechem, Jr.
 
/s/ JOHN F. BARRETT*                            Director
- --------------------------------------------
John F. Barrett
 
/s/ JUDITH G. BOYNTON*                          Director
- --------------------------------------------
Judith G. Boynton
 
/s/ PHILLIP R. COX*                             Director
- --------------------------------------------
Phillip R. Cox
 
/s/ WILLIAM A. FRIEDLANDER*                     Director
- --------------------------------------------
William A. Friedlander
 
/s/ ROGER L. HOWE*                              Director
- --------------------------------------------
Roger L. Howe
 
/s/ ROBERT P. HUMMEL*                           Director
- --------------------------------------------
Robert P. Hummel
 
/s/ JAMES D. KIGGEN*                            Director
- --------------------------------------------
James D. Kiggen
 
/s/ STEVEN C. MASON*                            Director
- --------------------------------------------
Steven C. Mason
 
/s/ MARY D. NELSON*                             Director
- --------------------------------------------
Mary D. Nelson
 
/s/ JAMES F. ORR*                               Director
- --------------------------------------------
James F. Orr
 
/s/ BRIAN H. ROWE*                              Director
- --------------------------------------------
Brian H. Rowe
 
/s/ DAVID B. SHARROCK*                          Director
- --------------------------------------------
David B. Sharrock
 
                                                /s/ KEVIN W. MOONEY
                                                --------------------------------------------
                                                Kevin W. Mooney, as attorney-in-fact
</TABLE>
 
                                      II-4
<PAGE>   25
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, Cincinnati Bell
Telephone Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cincinnati and State of
Ohio, on the 9th day of October, 1998.
 
                                          CINCINNATI BELL TELEPHONE COMPANY
 
                                          By: /s/ RICHARD G. ELLENBERGER
                                            ------------------------------------
                                              Richard G. Ellenberger
                                              President and Chief Executive
                                              Officer
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed on the 9th day of
October, 1998 by the following persons in the capacities and on the date
indicated.
 
<TABLE>
<CAPTION>
                 SIGNATURE
                 ---------
<S>                                             <C>
 
/s/ RICHARD G. ELLENBERGER                      Principal Executive Officer: President,
- --------------------------------------------    Chief Executive Officer and Director
Richard G. Ellenberger
 
/s/ KEVIN W. MOONEY                             Principal Financial Officer and Principal
- --------------------------------------------    Accounting Officer: Chief Financial Officer
Kevin W. Mooney                                 and Director
 
/s/ JOHN T. LAMACCHIA                           Chairman of the Board and Director
- --------------------------------------------
John T. LaMacchia
</TABLE>
 
                                      II-5
<PAGE>   26
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C>        <S>                                                          <C>
  1        Form of Underwriting Agreement.
  4-A      Form of Indenture between Cincinnati Bell and The Bank of
           New York, as Trustee.
  4-B      Form of Indenture among Cincinnati Bell, Cincinnati Bell
           Telephone and The Bank of New York, as Trustee.
  4-C      Form of Note (contained as Appendix A in Exhibit 4-A).
  4-D      Form of Guaranteed Note (contained as Appendix A in Exhibit
           4-B).
  5        Opinion of Frost & Jacobs LLP, counsel for Cincinnati Bell
           and Cincinnati Bell Telephone, as to the legality of the
           Securities being registered.
 12-A      Cincinnati Bell Inc. Computation of Ratio of Earnings to
           Fixed Charges.
 12-B      Cincinnati Bell Telephone Computation of Ratio of Earnings
           to Fixed Charges.
 12-C      Cincinnati Bell Inc. Pro Forma Computation of Ratio of
           Earnings to Fixed Charges.
 23-A.1    Consent of PricewaterhouseCoopers LLP.
 23-A.2    Consent of PricewaterhouseCoopers LLP.
 23-B      Consent of Frost & Jacobs LLP is contained in opinion of
           counsel filed as Exhibit 5.
 24        Powers of Attorney executed by directors and officers of
           Cincinnati Bell and Cincinnati Bell Telephone.
 25        Statement of Eligibility of Trustee.
</TABLE>
 
 
                                      II-6

<PAGE>   1

                                                                      EXHIBIT 1

                                                              Draft of 10/12/98
 
                                ----------------

                            Debt Securities Offering

                             Underwriting Agreement

                                                              New York, New York
                                                                          , 1998

To the Representatives 
 named in Schedule I 
 hereto of the Underwriters 
 named in Schedule II hereto

Ladies and Gentlemen:

                  ________________, an Ohio corporation (the "Company"),
proposes to sell to the several underwriters named in Schedule II hereto (the
"Underwriters"), for whom you (the "Representatives") are acting as
representatives, the principal amount of its debt securities identified in
Schedule I hereto (the "Notes"), to be issued under an indenture (the
"Indenture") dated as of , 1998, between the Company and Bank of New York, as
trustee (the "Trustee") [(said Notes to be issued and sold by the Company being
hereinafter called the "Underwritten Securities"). The Company also proposes to
grant to the Underwriters an option to purchase up to the additional principal
amount of its Notes set forth in Schedule II hereto to cover over-allotments
(the "Option Securities"; the Option Securities, together with the Underwritten
Securities, being hereinafter called the "Securities").] [If the firm or firms
listed in Schedule II hereto include only the firm or firms listed in Schedule I
hereto, then the terms "Underwriters" and "Representatives", as used herein,
shall each be deemed to refer to such firm or firms.] To the extent there are no
additional Underwriters listed on Schedule I other than you, the term
Representatives as used herein shall mean you, as Underwriters, and the terms
Representatives and Underwriters shall mean either the singular or plural as the
context requires. Any reference herein to the Registration Statement, the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be
deemed to refer to and include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or
before the Effective Date of the Registration Statement or the issue date of the
Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as
the case may be; and any reference herein to the terms "amend," "amendment" or
"supplement" with respect to the Registration Statement, the Basic Prospectus,
any Preliminary Final Prospectus or the Final Prospectus shall be deemed to
refer to and include the filing of any document under the Exchange Act after the
Effective Date of the Registration Statement or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the
case may be, deemed to be incorporated therein by reference. Certain terms used
herein are defined in Section 17 hereof.


<PAGE>   2


                                                                               2

          1. Representations and Warranties. The Company represents and warrants
to, and agrees with, each Underwriter as set forth below in this Section 1.

          (a) The Company meets the requirements for use of Form S-3 under the
     Act and has prepared and filed with the Commission a registration statement
     (the file number of which is set forth in Schedule I hereto) on Form S-3,
     including a related basic prospectus, for registration under the Act of the
     offering and sale of the Securities. The Company may have filed one or more
     amendments thereto, including a Preliminary Final Prospectus, each of which
     has previously been furnished to you. The Company will next file with the
     Commission one of the following: (1) after the Effective Date of such
     registration statement, a final prospectus supplement relating to the
     Securities in accordance with Rules 430A and 424(b), (2) prior to the
     Effective Date of such registration statement, an amendment to such
     registration statement (including the form of final prospectus supplement)
     or (3) after the Effective Date of such Registration Statement, a final
     prospectus in accordance with Rules 415 and 424(b). In the case of clause
     (1), the Company has included in such registration statement, as amended at
     the Effective Date, all information (other than Rule 430A Information)
     required by the Act and the rules thereunder to be included in such
     registration statement and the Final Prospectus. As filed, such final
     prospectus supplement or such amendment and form of final prospectus
     supplement shall contain all Rule 430A Information, together with all other
     such required information, and, except to the extent the Representatives
     shall agree in writing to a modification, shall be in all substantive
     respects in the form furnished to you prior to the Execution Time or, to
     the extent not completed at the Execution Time, shall contain only such
     specific additional information and other changes (beyond that contained in
     the Basic Prospectus and any Preliminary Final Prospectus) as the Company
     has advised you, prior to the Execution Time, will be included or made
     therein. The Registration Statement, at the Execution Time, meets the
     requirements set forth in Rule 415(a)(1)(x).

          (b) On the Effective Date, the Registration Statement did or will, and
     when the Final Prospectus is first filed (if required) in accordance with
     Rule 424(b) and on the Closing Date and on any date on which Option
     Securities are purchased, if such date is not the Closing Date (a
     "settlement date"), the Final Prospectus (and any supplement thereto) will,
     comply in all material respects with the applicable requirements of the
     Act, the Exchange Act and the Trust Indenture Act and the respective rules
     thereunder; on the Effective Date and at the Execution Time, the
     Registration Statement did not or will not contain any untrue statement of
     a material fact or omit to state any material fact required to be stated
     therein or necessary in order to make the statements therein not
     misleading; on the Effective Date and on the Closing Date the Indenture did
     or will comply in all material respects with the requirements of the Trust
     Indenture Act and the rules thereunder; and, on the Effective Date, the
     Final Prospectus, if not filed pursuant to Rule 424(b), will not, and on
     the date of any filing pursuant to Rule 424(b) and on the Closing Date and
     on any settlement date, the Final Prospectus (together 


<PAGE>   3


                                                                               3

     with any supplement thereto) will not, include any untrue statement of a
     material fact or omit to state a material fact necessary in order to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading; provided, however, that the Company makes no
     representations or warranties as to (i) that part of the Registration
     Statement which shall constitute the Statement of Eligibility and
     Qualification (Form T-1) under the Trust Indenture Act of the Trustee or
     (ii) the information contained in or omitted from the Registration
     Statement or the Final Prospectus (or any supplement thereto) in reliance
     upon and in conformity with information furnished herein or in writing to
     the Company by or on behalf of any Underwriter through the Representatives
     specifically for inclusion in the Registration Statement or the Final
     Prospectus (or any supplement thereto).

          (c) The Company has been duly incorporated, is validly existing as a
     corporation in good standing under the laws of the jurisdiction of its
     incorporation, has the corporate power and authority to own its property
     and to conduct its business as described in the Basic Prospectus, any
     Preliminary Final Prospectus and the Final Prospectus and is duly qualified
     to transact business and is in good standing in each jurisdiction in which
     the conduct of its business or its ownership or leasing of property
     requires such qualification, except to the extent that the failure to be so
     qualified or be in good standing would not have a material adverse effect
     on the Company and its subsidiaries, taken as a whole.

          (d) Each subsidiary of the Company has been duly incorporated, is
     validly existing as a corporation in good standing under the laws of the
     jurisdiction of its incorporation, has the corporate power and authority to
     own its property and to conduct its business as described in the Basic
     Prospectus, any Preliminary Final Prospectus and the Final Prospectus and
     is duly qualified to transact business and is in good standing in each
     jurisdiction in which the conduct of its business or its ownership or
     leasing of property requires such qualification, except to the extent that
     the failure to be so qualified or be in good standing would not have a
     material adverse effect on the Company and its subsidiaries, taken as a
     whole.

          (e) All the outstanding shares of capital stock of each subsidiary of
     the Company have been duly and validly authorized and issued and are fully
     paid and nonassessable, and, except as otherwise set forth in the Basic
     Prospectus, any Preliminary Final Prospectus and the Final Prospectus and
     the documents incorporated by reference therein, all outstanding shares of
     capital stock of each such subsidiary are owned by the Company either
     directly or through wholly owned subsidiaries free and clear of any
     perfected security interest and, any other security interests, claims,
     liens or encumbrances;

          (f) This Agreement has been duly authorized, executed and delivered by
     the Company.


<PAGE>   4

                                                                              4



          (g) The Company's authorized equity capitalization consists of
     __________ shares of common stock and __________ preferred shares.

          (h) [The Securities have been duly authorized for listing on the New
     York Stock Exchange (the "NYSE").]

          (i) PricewaterhouseCoopers LLP, whose reports appear in the documents
     incorporated by reference in the Registration Statement, are independent
     public accountants with respect to the Company and its subsidiaries as
     required by the Act and the rules and regulations thereunder.

          (j) The historical consolidated financial statements (including the
     related notes) included or incorporated by reference in the Registration
     Statement present fairly the consolidated financial position of the Company
     and its consolidated subsidiaries as of the dates indicated and the results
     of operations and changes in financial condition for the periods specified;
     such financial statements have been prepared in conformity with generally
     accepted accounting principles applied on a consistent basis through the
     periods involved; and the supporting schedules included or incorporated by
     reference in the Registration Statement present fairly the information
     required to be stated therein. The selected historical consolidated
     financial data included in the Basic Prospectus, any Preliminary Final
     Prospectus and the Final Prospectus present fairly the information shown
     therein and have been compiled on a basis consistent with that of the
     related historical consolidated financial statements included or
     incorporated by reference in the Registration Statement.

          (k) The unaudited pro forma financial statements (including the
     related notes) included in the Registration Statement and the Final
     Prospectus comply as to form in all material respects with the requirements
     of the Act; the pro forma adjustments have been properly applied to the
     historical amounts in the compilation of such pro forma statements; the
     assumptions described in the notes to such pro forma statements provide a
     reasonable basis for presenting the significant direct effects of the
     transactions contemplated therein; and such pro forma adjustments give
     appropriate effect to those adjustments, in each case, in accordance with
     Regulation S-X.

          (l) The execution and delivery by the Company of, and the performance
     by the Company of its obligations under, this Agreement will not contravene
     any provision of applicable law or the articles of incorporation or
     regulations of the Company or any agreement or other instrument binding
     upon the Company or any of its subsidiaries that is material to the Company
     and its subsidiaries, taken as a whole, or any judgment, order or decree of
     any governmental body, agency or court having jurisdiction over the Company
     or any subsidiary, and no consent, approval, authorization or order of, or
     qualification with, any governmental body or agency is required for the
     performance by the Company of its obligations under 
<PAGE>   5
                                                                              5



     this Agreement, except such as may be required by the securities or Blue
     Sky laws of the various states in connection with the offer and sale of the
     Securities.

          (m) There has not occurred any material adverse change, or any
     development involving a prospective material adverse change, in the
     condition, financial or otherwise, or in the earnings, business or
     operations of the Company and its subsidiaries, taken as a whole, from that
     set forth in the Basic Prospectus, any Preliminary Final Prospectus and the
     Final Prospectus, as the case may be, (exclusive of any amendments or
     supplements thereto subsequent to the date of this Agreement).

          (n) There is no legal or governmental proceeding pending or threatened
     to which the Company or any of its subsidiaries is a party or to which any
     of the properties of the Company or any of its subsidiaries is subject that
     (A) has adversely affected, or would reasonably be likely to adversely
     affect, the execution by the Company of this Agreement, the performance by
     the Company of any of its obligations hereunder or the consummation of any
     of the transactions contemplated in this Agreement, (B) except as disclosed
     in the Basic Prospectus, any Preliminary Final Prospectus and the Final
     Prospectus, as the case may be, has had or is reasonably likely to have,
     singularly or in the aggregate with all such actions, suits, proceedings or
     investigations, a material adverse effect on the Company and its
     subsidiaries, taken as a whole, or (C) is required to be described in the
     Registration Statement or the Basic Prospectus, any Preliminary Final
     Prospectus and the Final Prospectus, as the case may be, and is not so
     described; and there are no statutes, regulations, contracts or other
     documents that are required to be described in the Registration Statement
     or the Basic Prospectus, any Preliminary Final Prospectus and the Final
     Prospectus, as the case may be, or to be filed as exhibits to the
     Registration Statement that are not described or filed as required.

          (o) The Company is not an "investment company" as such term is defined
     in the Investment Company Act of 1940, as amended.

          (p) The Company and its subsidiaries (A) are in compliance with any
     and all applicable foreign, federal, state and local laws and regulations
     relating to the protection of human health and safety, the environment or
     hazardous or toxic substances or wastes, pollutants or contaminants
     ("Environmental Laws"), (B) have received all permits, licenses or other
     approvals required of them under applicable Environmental Laws to conduct
     their respective businesses and (C) are in compliance with all terms and
     conditions of any such permit, license or approval, except where such
     noncompliance with Environmental Laws, failure to receive required permits,
     licenses or other approvals or failure to comply with the terms and
     conditions of such permits, licenses or approvals would not, singly or in
     the aggregate, have a material adverse effect on the Company and its
     subsidiaries, taken as a whole.

<PAGE>   6

                                                                               6



          (q) In the ordinary course of its business, the Company reviews the
     effect of Environmental Laws on the business, operations and properties of
     the Company and its subsidiaries, in the course of which it identifies and
     evaluates associated costs and liabilities (including, without limitation,
     any capital or operating expenditures required for clean-up, closure of
     properties or compliance with Environmental Laws or any permit, license or
     approval, and any potential liabilities to third parties). On the basis of
     such review, the Company has reasonably concluded that such associated
     costs and liabilities would not, singly or in the aggregate, have a
     material adverse effect on the Company and its subsidiaries, taken as a
     whole.

          (r) There are no contracts, agreements or understandings between the
     Company and any person granting such person the right to require the
     Company to file a registration statement under the Act with respect to any
     securities of the Company.

          (s) The Company and its subsidiaries are implementing a comprehensive,
     detailed program to analyze and address the risk that the computer hardware
     and software used by them may be unable to recognize and properly execute
     date-sensitive functions involving certain dates prior to and any dates
     after December 31, 1999 (the "Year 2000 Problem"), except as disclosed in
     the Basic Prospectus (exclusive of any amendments or supplements thereto
     subsequent to the date of this Agreement). The Company reasonably believes
     that such risk will be remedied on a timely basis without material expense
     and will not have a material adverse effect upon the financial condition
     and results of operations of the Company and its subsidiaries, taken as a
     whole, except as disclosed in the Basic Prospectus (exclusive of any
     amendments or supplements thereto subsequent to the date of this
     Agreement). And, except as disclosed in the Basic Prospectus (exclusive of
     any amendments or supplements thereto subsequent to the date of this
     Agreement), the Company believes, after due inquiry, that each supplier,
     vendor, customer or financial service organization used or serviced by the
     Company and its subsidiaries will remedy on a timely basis the Year 2000
     Problem, except to the extent that a failure to remedy by any such
     supplier, vendor, customer or financial service organization would not have
     a material adverse effect on the Company and its subsidiaries, taken as a
     whole. The Company is in compliance, in all material respects, with the
     Commission's most recent regulations relating to the Year 2000 Problem,
     currently codified at 17 C.F.R. Sections 231, 241, 271, 276 (1998).



<PAGE>   7

                                                                               7


          Any certificate signed by any officer of the Company and delivered to
the Representatives or counsel for the Underwriters in connection with the
offering of the Securities shall be deemed a representation and warranty by the
Company, as to matters covered thereby, to each Underwriter.

          2. Purchase and Sale. [(a)] Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company, at the purchase price set forth in
Schedule I hereto the principal amount of the Underwritten Securities set forth
opposite such Underwriter's name in Schedule II hereto.

          [(b) Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company hereby grants an
option to the several Underwriters to purchase, severally and not jointly, up to
$__________ principal amount of the Option Securities at the same purchase price
per Note as the Underwriters shall pay for the Underwritten Securities. Said
option may be exercised only to cover over-allotments in the sale of the
Underwritten Securities by the Underwriters. Said option may be exercised in
whole or in part at any time (but not more than once) on or before the 30th day
after the date of the Prospectus upon written or telegraphic notice by the
Representatives to the Company setting forth the principal amount of the Option
Securities as to which the several Underwriters are exercising the option and
the settlement date. The principal amount of the Option Securities to be
purchased by each Underwriter shall be the same percentage of the total
principal amount of the Option Securities to be purchased by the several
Underwriters as such Underwriter is purchasing of the Underwritten Securities,
subject to such adjustments as you in your absolute discretion shall make to
eliminate any fractional Notes.]

          3. Delivery and Payment. Delivery of and payment for the Underwritten
Securities [and (if the option provided for in Section 2(b) hereof shall have
been exercised on or before the third Business Day prior to the Closing Date)
the Option Securities] shall be made on the date and at the time specified in
Schedule I hereto or at such time on such later date not more than three
Business Days after the foregoing date as the Representatives shall designate,
which date and time may be postponed by agreement between the Representatives
and the Company or as provided in Section 9 hereof (such date and time of
delivery and payment for the Securities being herein called the "Closing Date").
Delivery of the Securities shall be made to the Representatives for the
respective accounts of the several Underwriters against payment by the several
Underwriters through the Representatives of the purchase price thereof to or
upon the order of the Company by wire transfer payable in same-day funds to an
account specified by the Company. Delivery of the Underwritten and Option
Securities shall be made through the 

<PAGE>   8

                                                                               8


facilities of The Depository Trust Company unless the Representatives shall
otherwise instruct.

          If the option provided for in Section 2(b) hereof is exercised after
the third Business Day prior to the Closing Date, the Company will deliver the
Option Securities (at the expense of the Company) to the Representatives on the
date specified by the Representatives (which shall be within three Business Days
after exercise of said option) for the respective accounts of the several
Underwriters, against payment by the several Underwriters through the
Representatives of the purchase price thereof to or upon the order of the
Company by wire transfer payable in same-day funds to an account specified by
the Company. If settlement for the Option Securities occurs after the Closing
Date, the Company will deliver to the Representatives on the settlement date for
the Option Securities, and the obligation of the Underwriters to purchase the
Option Securities shall be conditioned upon receipt of, supplemental opinions,
certificates and letters confirming as of such date the opinions, certificates
and letters delivered on the Closing Date pursuant to Section 6 hereof.

          4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Securities for sale to the public as set forth
in the Final Prospectus.

          5. Agreements. The Company agrees with the several Underwriters that:

          (a) The Company will use its best efforts to cause the Registration
     Statement, if not effective at the Execution Time, and any amendment
     thereof, to become effective. Prior to the termination of the offering of
     the Securities, the Company will not file any amendment of the Registration
     Statement or supplement (including the Final Prospectus or any Preliminary
     Final Prospectus) to the Basic Prospectus or any Rule 462(b) Registration
     Statement unless the Company has furnished you a copy for your review prior
     to filing and will not file any such proposed amendment or supplement to
     which you reasonably object. Subject to the foregoing sentence, if the
     Registration Statement has become or becomes effective pursuant to Rule
     430A, or filing of the Final Prospectus is otherwise required under Rule
     424(b), the Company will cause the Final Prospectus, properly completed,
     and any supplement thereto to be filed with the Commission pursuant to the
     applicable paragraph of Rule 424(b) within the time period prescribed and
     will provide evidence satisfactory to the Representatives of such timely
     filing. The Company will promptly advise the Representatives (1) when the
     Registration Statement, if not effective at the Execution Time, shall have
     become effective, (2) when the Final Prospectus, and any supplement
     thereto, shall have been filed (if required) with the Commission pursuant
     to Rule 424(b) or when any Rule 462(b) Registration Statement shall have
     been filed with the Commission, (3) when, prior to termination of the
     offering of the Securities, any amendment to the Registration Statement
     shall have been filed or become effective, (4) of any request by the
     Commission or its staff for any 


<PAGE>   9

                                                                               9


     amendment of the Registration Statement, or any Rule 462(b) Registration
     Statement, or for any supplement to the Final Prospectus or for any
     additional information, (5) of the issuance by the Commission of any stop
     order suspending the effectiveness of the Registration Statement or the
     institution or threatening of any proceeding for that purpose and (6) of
     the receipt by the Company of any notification with respect to the
     suspension of the qualification of the Securities for sale in any
     jurisdiction or the institution or threatening of any proceeding for such
     purpose. The Company will use its best efforts to prevent the issuance of
     any such stop order or the suspension of any such qualification and, if
     issued, to obtain as soon as possible the withdrawal thereof.

          (b) If, at any time when a prospectus relating to the Securities is
     required to be delivered under the Act, any event occurs as a result of
     which the Final Prospectus as then supplemented 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 if it shall be necessary to amend
     the Registration Statement or supplement the Final Prospectus to comply
     with the Act or the Exchange Act or the respective rules thereunder, the
     Company promptly will (1) notify the Representatives of such event, (2)
     prepare and file with the Commission, subject to the second sentence of
     paragraph (a) of this Section 5, an amendment or supplement which will
     correct such statement or omission or effect such compliance and (3) supply
     any supplemented Final Prospectus to you in such quantities as you may
     reasonably request.

          (c) As soon as practicable, the Company will make generally available
     to its security holders and to the Representatives an earnings statement or
     statements of the Company and its subsidiaries which will satisfy the
     provisions of Section 11(a) of the Act and Rule 158 under the Act.

          (d) The Company will furnish to the Representatives and counsel for
     the Underwriters, without charge, signed copies of the Registration
     Statement (including exhibits thereto) and to each other Underwriter a copy
     of the Registration Statement (without exhibits thereto) and, so long as
     delivery of a prospectus by an Underwriter or dealer may be required by the
     Act, as many copies of each Preliminary Final Prospectus and the Final
     Prospectus and any supplement thereto as the Representatives may reasonably
     request. The Company will pay the expenses of printing or other production
     of all documents relating to the offering.

          (e) The Company will arrange, if necessary, for the qualification of
     the Securities for sale under the laws of such jurisdictions as the
     Representatives may designate, will maintain such qualifications in effect
     so long as required for the distribution of the Securities and will pay any
     fee of the National Association of Securities Dealers, Inc., in connection
     with its review of the offering; provided 

<PAGE>   10

                                                                              10


     that in no event shall the Company be obligated to qualify to do business
     in any jurisdiction where it is not now so qualified or to take any action
     that would subject it to service of process in suits, other than those
     arising out of the offering or sale of the Securities, in any jurisdiction
     where it is not now so subject.

          (f) Until the Business Day set forth on Schedule I hereto, the Company
     will not, without the prior written consent of Salomon Smith Barney, offer,
     sell or contract to sell, or otherwise dispose of (or enter into any
     transaction which is designed to, or might reasonably be expected to,
     result in the disposition (whether by actual disposition or effective
     economic disposition due to cash settlement or otherwise) by the Company or
     any affiliate of the Company or any person in privity with the Company or
     any affiliate of the Company) directly or indirectly, or announce the
     offering of, any debt securities issued or guaranteed by the Company (other
     than the Securities).

          (g) The Company will not take, directly or indirectly, any action
     designed to or which has constituted or which might reasonably be expected
     to cause or result, under the Exchange Act or otherwise, in stabilization
     or manipulation of the price of any security of the Company to facilitate
     the sale or resale of the Securities.

          (h) The Company will furnish to the Trustee copies of the Company's
     annual report to shareholders and reports on Forms 10-K and 10-Q as soon as
     practicable after such reports are required to be filed with the Commission
     and in sufficient quantities for transmission to holders of the Securities.

          6. Conditions to the Obligations of the Underwriters. The obligations
of the Underwriters to purchase the Underwritten Securities and the Option
Securities, as the case may be, shall be subject to the accuracy of the
representations and warranties on the part of the Company contained herein as of
the Execution Time and the Closing Date and any settlement date pursuant to
Section 3 hereof, to the accuracy of the statements of the Company made in any
certificates pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions:

          (a) If the Registration Statement has not become effective prior to
     the Execution Time, unless the Representatives agree in writing to a later
     time, the Registration Statement will become effective not later than (i)
     6:00 PM New York City time, on the date of determination of the public
     offering price, if such determination occurred at or prior to 3:00 PM New
     York City time on such date or (ii) 9:30 AM on the Business Day following
     the day on which the public offering price was determined, if such
     determination occurred after 3:00 PM New York City time on such date; if
     filing of the Final Prospectus, or any supplement thereto, is required
     pursuant to Rule 424(b), the Final Prospectus, and any such supplement,
     will be filed in the manner and within the time period required by Rule
     424(b); and no stop order suspending the effectiveness of the Registration


<PAGE>   11

                                                                              11


     Statement shall have been issued and no proceedings for that purpose shall
     have been instituted or threatened.

          (b) The Company shall have caused Frost & Jacobs, counsel for the
     Company, to have furnished to the Representatives their opinion, dated the
     Closing Date and addressed to the Representatives, to the effect that:

               (i) the Company has been duly incorporated, is validly existing
          as a corporation in good standing under the laws of the jurisdiction
          of its incorporation, has the corporate power and authority to own its
          property and to conduct its business as described in the Final
          Prospectus and is duly qualified to transact business and is in good
          standing in each jurisdiction in which the Company has informed such
          counsel that the conduct of its business or its ownership or leasing
          of property requires such qualification, except to the extent that the
          failure to be so qualified or be in good standing would not have a
          material adverse effect on the Company and its subsidiaries, taken as
          a whole;

               (ii) each of the Company and Cincinnati Bell Telephone Company,
          Cincinnati Bell Directory Inc., Cincinnati Bell Long Distance Inc.,
          Cincinnati Bell Wireless Company and Cincinnati Bell Supply Company
          (individually a "Subsidiary" and collectively the "Subsidiaries") has
          been duly incorporated, is validly existing as a corporation in good
          standing under the laws of the jurisdiction of its incorporation, has
          the corporate power and authority to own its property and to conduct
          its business as described in the Final Prospectus and is duly
          qualified to transact business and is in good standing in each
          jurisdiction in which the Company has informed such counsel that the
          conduct of its business or its ownership or leasing of property
          requires such qualification, except to the extent that the failure to
          be so qualified or be in good standing would not have a material
          adverse effect on the Company and its subsidiaries, taken as a whole;

               (iii) all the outstanding shares of capital stock of the Company
          and of each subsidiary of the Company have been duly and validly
          authorized and issued and are fully paid and nonassessable, and,
          except as otherwise set forth in the Final Prospectus and any
          documents incorporated by reference therein, all outstanding shares of
          capital stock of each such subsidiary are owned by the Company either
          directly or through wholly owned subsidiaries free and clear of any
          perfected security interest and, to the knowledge of such counsel,
          after due inquiry, any other security interests, claims, liens or
          encumbrances;

               (iv) this Agreement has been duly authorized, executed and
          delivered by the Company;

<PAGE>   12
                                                                              12


               (v) the Company's authorized equity capitalization consists of
          shares of common stock and preferred shares; the Securities conform in
          all material respects to the description thereof contained in the
          Final Prospectus; and, to the knowledge of such counsel except as set
          forth in the Final Prospectus, no options, warrants or other rights to
          purchase, agreements or other obligations to issue, or rights to
          convert any obligations into or exchange any securities for, shares of
          capital stock of or ownership interests in the Company are
          outstanding;

              [(vi) the Securities have been duly authorized for listing on the
          NYSE;]

               (vii) the Indenture has been duly authorized, executed and
          delivered, has been duly qualified under the Trust Indenture Act, and
          constitutes a legal, valid and binding instrument enforceable against
          the Company in accordance with its terms (subject, as to enforcement
          of remedies, to applicable bankruptcy, reorganization, insolvency,
          moratorium or other laws affecting creditors' rights generally from
          time to time in effect); and the Securities have been duly authorized
          and, when executed and authenticated in accordance with the provisions
          of the Indenture and delivered to and paid for by the Underwriters
          pursuant to this Agreement, will constitute legal, valid and binding
          obligations of the Company entitled to the benefits of the Indenture;

               (viii) the execution and delivery by the Company of, and the
          performance by the Company of its obligations under, this Agreement
          will not contravene any provision of applicable law or the articles of
          incorporation or regulations of the Company or, to the best of such
          counsel's knowledge, any agreement or other instrument binding upon
          the Company or any of its subsidiaries that is material to the Company
          and its subsidiaries, taken as a whole, or, to the best of such
          counsel's knowledge, any judgment, order or decree of any governmental
          body, agency or court having jurisdiction over the Company or any
          subsidiary; no consent, approval, authorization, filing with or order
          of any court or governmental agency or body is required in connection
          with the transactions contemplated herein, except such as have been
          obtained under the Act and such as may be required under the blue sky
          laws of any jurisdiction in connection with the purchase and
          distribution of the Securities by the Underwriters in the manner
          contemplated in this Agreement and in the Final Prospectus and such
          other approvals (specified in such opinion) as have been obtained;

<PAGE>   13

                                                                              13


               (ix) the statements in the Company's Form 8-K filed on October
          13, 1998, under "Certain Information Concerning Cincinnati Bell and
          Cincinnati Bell Telephone--Relationship between Cincinnati Bell and
          Convergys Corporation" insofar as such statements constitute summaries
          of the legal matters, documents or proceedings referred to therein,
          fairly present the information called for with respect to such legal
          matters, documents and proceedings and fairly summarize the matters
          referred to therein;

               (x) such counsel has no reason to believe that on the Effective
          Date or at the Execution Time the Registration Statement contained any
          untrue statement of a material fact or omitted to state any material
          fact required to be stated therein or necessary to make the statements
          therein not misleading or that the Final Prospectus as of its date and
          on the Closing Date included or includes any untrue statement of a
          material fact or omitted or omits to state a material fact necessary
          to make the statements therein, in the light of the circumstances
          under which they were made, not misleading (in each case, other than
          the financial statements and other financial information contained
          therein, as to which such counsel need express no opinion);

               (xi) the Company is not an "investment company" as such term is
          defined in the Investment Company Act of 1940, as amended;

               (xii) the Registration Statement has become effective under the
          Act; any required filing of the Basic Prospectus, any Preliminary
          Final Prospectus and the Final Prospectus, and any supplements
          thereto, pursuant to Rule 424(b) has been made in the manner and
          within the time period required by Rule 424(b); to the knowledge of
          such counsel, no stop order suspending the effectiveness of the
          Registration Statement has been issued, no proceedings for that
          purpose have been instituted or threatened, and the Registration
          Statement and the Final Prospectus (other than the financial
          statements and other financial information contained therein, as to
          which such counsel need express no opinion) comply as to form in all
          material respects with the applicable requirements of the Act, the
          Exchange Act and the Trust Indenture Act and the respective rules;

               (xiii) no holders of securities of the Company have rights to the
          registration of such securities under the Registration Statement
          pursuant to the terms of such securities; and

               (xiv) neither the execution and delivery of the Indenture, the
          issue and sale of the Securities, nor the consummation of any other of
          the transactions herein contemplated nor the fulfillment of the terms
          hereof will conflict with, result in a breach or violation of or
          imposition of any 


<PAGE>   14

                                                                              14


          lien, charge or encumbrance upon any property or assets of the Company
          or its subsidiaries pursuant to, (i) the articles of incorporation or
          regulations of the Company or its subsidiaries, (ii) the terms of any
          material indenture, contract, lease, mortgage, deed of trust, note
          agreement, loan agreement or other agreement, obligation, condition,
          covenant or instrument to which the Company or its subsidiaries is a
          party or bound or to which its or their property is subject or (iii)
          to the knowledge of such counsel any statute, law, rule, regulation,
          judgment, order or decree applicable to the Company or its
          subsidiaries of any court, regulatory body, administrative agency,
          governmental body, arbitrator or other authority having jurisdiction
          over the Company or its subsidiaries or any of its or their
          properties.

     In rendering such opinion, such counsel may rely (A) as to matters
     involving the application of laws of any jurisdiction other than the State
     of Ohio or the Federal Laws of the United States, to the extent they deem
     proper and specified in such opinion, upon the opinion of other counsel of
     good standing whom they believe to be reliable and who are satisfactory to
     counsel for the Underwriters and (B) as to matters of fact, to the extent
     they deem proper, on certificates of responsible officers of the Company
     and public officials. References to the Final Prospectus in this paragraph
     (b) include any supplements thereto at the Closing Date.

          (c) The Company shall have caused its General Counsel to have
     furnished to the Representatives an opinion, dated the Closing Date and
     addressed to the Representatives, to the effect that the statements (A) in
     the Final Prospectus under "Business--Cincinnati Bell Telephone
     Company--Regulation" and "Business--Cincinnati Bell Wireless Company;" (B)
     in the Registration Statement in Item 15; (C) in the Company's Annual
     Report on Form 10-K under "Business--Communications--Cincinnati Bell
     Telephone Company--Regulation" and "Legal Proceedings;" (D) in the
     Company's Annual Report under "Management's Discussion and Analysis of
     Financial Condition and Results of Operations--Regulatory;" (E) in the
     Company's Quarterly Reports on Forms 10-Q under "Management Discussion and
     Analysis of Financial Condition and Results of Operations--Regulatory
     Matters and Competitive Trends" and (F) in the Company's Form 8-K filed on
     October 13, 1998, under "Regulatory Matters," in each case insofar as such
     statements constitute summaries of the legal matters, documents or
     proceedings referred to therein, fairly present the information called for
     with respect to such legal matters, documents and proceedings and fairly
     summarize the matters referred to therein.

     In rendering such opinion, such counsel may rely (A) as to matters
     involving the application of laws of any jurisdiction other than the State
     of Ohio or the Federal Laws of the United States, to the extent he or she
     deems proper and specified in such opinion, upon the opinion of other
     counsel of good standing whom he or she believes to be reliable and who are
     satisfactory to counsel for the Underwriters and (B) as to matters of fact,
     to the extent he or she deems proper, on certificates of responsible
     officers of the Company and public officials. References to the Final
     Prospectus in this paragraph (c) include any supplements thereto at the
     Closing Date. 

          (d) The Representatives shall have received from Cleary, Gottlieb,
     Steen & Hamilton, counsel for the Underwriters, such opinion or opinions,
     dated the Closing Date and addressed to the Representatives, with respect
     to the issuance and sale of the Securities, the Indenture, the Registration
     Statement, the Final Prospectus (together with any supplement thereto) and
     other related matters as the 


<PAGE>   15
                                                                              15

     Representatives may reasonably require, and the Company shall have
     furnished to such counsel such documents as they request for the purpose of
     enabling them to pass upon such matters.

          (e) The Company shall have furnished to the Representatives a
     certificate of the Company, signed by the Chairman of the Board or the
     President and the principal financial or accounting officer of the Company,
     dated the Closing Date, to the effect that the signers of such certificate
     have carefully examined the Registration Statement, the Final Prospectus,
     any supplements to the Final Prospectus and this Agreement and that:

               (i) the representations and warranties of the Company in this
          Agreement are true and correct in all material respects on and as of
          the Closing Date with the same effect as if made on the Closing Date
          and the Company has complied with all the agreements and satisfied all
          the conditions on its part to be performed or satisfied at or prior to
          the Closing Date;

               (ii) no stop order suspending the effectiveness of the
          Registration Statement has been issued and no proceedings for that
          purpose have been instituted or, to the Company's knowledge,
          threatened; and

               (iii) since the date of the most recent financial statements
          included or incorporated by reference in the Final Prospectus
          (exclusive of any supplement thereto), there has been no material
          adverse effect on the condition (financial or otherwise), prospects,
          earnings, business or properties of the Company and its subsidiaries,
          taken as a whole, whether or not arising from transactions in the
          ordinary course of business, except as set forth in or contemplated in
          the Final Prospectus (exclusive of any supplement thereto).

          (f) The Company shall have caused PricewaterhouseCoopers LLP to have
     furnished to the Representatives, at the Execution Time and at the Closing
     Date, letters (which may refer to letters previously delivered to one or
     more of the Representatives), dated respectively as of the Execution Time
     and as of the Closing Date, in form and substance satisfactory to the
     Representatives, confirming that they are independent accountants within
     the meaning of the Act and the Exchange Act and the respective applicable
     published rules and regulations thereunder and that they have performed a
     review of the unaudited interim financial information of the Company for
     the [6] month period ended [June 30, 1998], and as at [June 30, 1998], in
     accordance with Statement on Auditing Standards No. 71, and stating in
     effect, except as provided in Schedule I hereto, that:

<PAGE>   16

                                                                              16



               (i) in their opinion the audited financial statements and
          financial statement schedules included or incorporated by reference in
          the Registration Statement and the Final Prospectus and reported on by
          them comply as to form in all material respects with the applicable
          accounting requirements of the Act and the Exchange Act and the
          related published rules and regulations;

               (ii) on the basis of a reading of the latest unaudited financial
          statements made available by the Company and its subsidiaries; their
          limited review, in accordance with standards established under
          Statement on Auditing Standards No. 71, of the unaudited interim
          financial information for the [6] month period ended [June] 30, 1998
          and as at [June] 30, 1998; carrying out certain specified procedures
          (but not an examination in accordance with generally accepted auditing
          standards) which would not necessarily reveal matters of significance
          with respect to the comments set forth in such letter; a reading of
          the minutes of the meetings of the stockholders, directors and
          Executive, Audit, Finance and Benefits and Compensation committees of
          the Company and the Subsidiaries; and inquiries of certain officials
          of the Company who have responsibility for financial and accounting
          matters of the Company and its subsidiaries as to transactions and
          events subsequent to December 31, 1997, nothing came to their
          attention which caused them to believe that:

                    (1) any unaudited financial statements included or
               incorporated by reference in the Registration Statement and the
               Final Prospectus do not comply as to form in all material
               respects with applicable accounting requirements of the Act and
               with the published rules and regulations of the Commission with
               respect to financial statements included or incorporated by
               reference in quarterly reports on Form 10-Q under the Exchange
               Act; and said unaudited financial statements are not in
               conformity with generally accepted accounting principles applied
               on a basis substantially consistent with that of the audited
               financial statements included or incorporated by reference in the
               Registration Statement and the Final Prospectus;

                    (2) with respect to the period subsequent to [June 30,
               1998], there were any changes, at a specified date not more than
               five business days prior to the date of the letter, in the
               long-term debt of the Company and its subsidiaries or capital
               stock of the Company or any decreases in the shareowners' equity
               of the Company as compared with the amounts shown on the [June
               30, 1998] consolidated balance sheet included or incorporated by
               reference in the Registration Statement and the Basic Prospectus,
               any Preliminary Final Prospectus or the Final Prospectus, or for
               the 

<PAGE>   17

                                                                              17



               period from [July 1, 1998] to such specified date there were any
               decreases, as compared with the corresponding period in the
               preceding year in revenues, operating income or income before
               income taxes, extraordinary charges and cumulative effect of
               change in accounting principles or in the total or per share
               amounts of net income, except in all instances for changes or
               decreases set forth in such letter, in which case the letter
               shall be accompanied by an explanation by the Company as to the
               significance thereof unless said explanation is not deemed
               necessary by the Representatives; or

                    (3) the information included or incorporated by reference in
               the Registration Statement and Final Prospectus in response to
               Regulation S-K, Item 301 (Selected Financial Data), Item 302
               (Supplementary Financial Information), Item 402 (Executive
               Compensation) and Item 503(d) (Ratio of Earnings to Fixed
               Charges) is not in conformity with the applicable disclosure
               requirements of Regulation S-K; and

               (iii) they have performed certain other specified procedures as a
          result of which they determined that certain information of an
          accounting, financial or statistical nature (which is limited to
          accounting, financial or statistical information derived from the
          general accounting records of the Company and its subsidiaries) set
          forth in the Registration Statement and the Final Prospectus and in
          Exhibit 12 to the Registration Statement, including the information
          set forth under the captions "Use of Proceeds," Ratio of Earnings to
          Fixed Charges," "Capitalization," "Selected Historical Financial Data
          for the Company," "Selected Pro Forma Financial Data for the Company,"
          "Selected Historical Financial Data for CBT" and "Selected Pro Forma
          Financial Data for CBT" in the Final Prospectus, the information
          included or incorporated by reference in Items 1, 2, 3, 6, 7, 8 and 11
          of the Company's Annual Report on Form 10-K incorporated in the
          Registration Statement and the Final Prospectus, the information
          included in the portions of the Company's Proxy Statement dated March
          12, 1998, incorporated by reference in Form 10-K and thereby
          incorporated by reference in the Registration Statement and the Final
          Prospectus, the information included in the "Management's Discussion
          and Analysis of Financial Condition and Results of Operations"
          included or incorporated by reference in the Company's Quarterly
          Reports on Form 10-Q, incorporated by reference in the Registration
          Statement and the Final Prospectus and the information included on
          Form 8-K/A filed May 15, 1998, incorporated by reference in the
          Registration Statement and the Final Prospectus agrees with the
          accounting records of the Company and its subsidiaries, excluding any
          questions of legal interpretation; and

<PAGE>   18

                                                                              18


               (iv) on the basis of a reading of the unaudited pro forma
          financial statements included or incorporated by reference in the
          Registration Statement and the Final Prospectus (the "pro forma
          financial statements"); carrying out certain specified procedures;
          inquiries of certain officials of the Company, of AT & T Solutions
          Customer Care ("Transtech") and of Convergys Corporation who have
          responsibility for financial and accounting matters; and proving the
          arithmetic accuracy of the application of the pro forma adjustments to
          the historical amounts in the pro forma financial statements, nothing
          came to their attention which caused them to believe that the pro
          forma financial statements do not comply as to form in all material
          respects with the applicable accounting requirements of Rule 11-02 of
          Regulation S-X or that the pro forma adjustments have not been
          properly applied to the historical amounts in the compilation of such
          statements.

          References to the Final Prospectus in this paragraph (f) include any
supplement thereto at the date of the letter.

          (g) Subsequent to the Execution Time or, if earlier, the dates as of
     which information is given in the Registration Statement (exclusive of any
     amendment thereof) and the Final Prospectus (exclusive of any supplement
     thereto), there shall not have been (i) any change or decrease specified in
     the letter or letters referred to in paragraph (f) of this Section 6 or
     (ii) any change, or any development involving a prospective change, in or
     affecting the condition (financial or otherwise), earnings, business or
     properties of the Company and its subsidiaries, taken as a whole, whether
     or not arising from transactions in the ordinary course of business, except
     as set forth in or contemplated in the Final Prospectus (exclusive of any
     supplement thereto) the effect of which, in any case referred to in clause
     (i) or (ii) above, is, in the sole judgment of the Representatives, so
     material and adverse as to make it impractical or inadvisable to proceed
     with the offering or delivery of the Securities as contemplated by the
     Registration Statement (exclusive of any amendment thereof) and the Final
     Prospectus (exclusive of any supplement thereto).

          (h) Subsequent to the Execution Time, there shall not have been any
     decrease in the rating of any of the Company's debt securities by any
     "nationally recognized statistical rating organization" (as defined for
     purposes of Rule 436(g) under the Act) or any notice given of any intended
     or potential decrease in any such rating or of a possible change in any
     such rating that does not indicate the direction of the possible change.

          (i) [The Securities shall have been listed and admitted and authorized
     for trading on the New York Stock Exchange, and satisfactory evidence of
     such actions shall have been provided to the Representatives.]


<PAGE>   19
                                                                              19

          (j) Prior to the Closing Date, each of the Subsidiaries and the 
     Company shall have furnished to the Representatives such further 
     information, certificates and documents as the Representatives may 
     reasonably request.

          If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date by the Representatives. Notice of such
cancellation shall be given to the Company in writing or by telephone or
facsimile confirmed in writing.

          The documents required to be delivered by this Section 6 shall be
delivered at the office of Cleary, Gottlieb, Steen & Hamilton, counsel for the
Underwriters, at One Liberty Plaza, New York, New York, on the Closing Date.

          7. Reimbursement of Underwriters' Expenses. If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 6 hereof is not satisfied,
because of any termination pursuant to Section 10 hereof or because of any
refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by any of the Underwriters, the Company will reimburse the Underwriters
severally through Salomon Smith Barney on demand for all out-of-pocket expenses
(including reasonable fees and disbursements of counsel) that shall have been
incurred by them in connection with the proposed purchase and sale of the
Securities.

          8. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Underwriter, the directors, officers, employees
and agents of each Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the registration statement for the registration of
the Securities as originally filed or in any amendment thereof, or in the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any such 

<PAGE>   20

                                                                              20


case to the extent that any such loss, claim, damage or liability arises out of
or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of any
Underwriter through the Representatives specifically for inclusion therein. This
indemnity agreement will be in addition to any liability which the Company may
otherwise have.

          (b) Each Underwriter severally and not jointly agrees to indemnify and
hold harmless the Company, each of its directors, each of its officers who signs
the Registration Statement, and each person who controls the Company within the
meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to each Underwriter, but only with
reference to written information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through the Representatives
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which
any Underwriter may otherwise have. The Company acknowledges that the statements
set forth in the last paragraph of the cover page regarding delivery of the
Securities, the legend in block capital letters on page 2 related to
stabilization, syndicate covering transactions and penalty bids and, under the
heading "Underwriting" or "Plan of Distribution", (i) the sentences related to
concessions and reallowances and (ii) the paragraph related to stabilization,
syndicate covering transactions and penalty bids in any Preliminary Final
Prospectus and the Final Prospectus constitute the only information furnished in
writing by or on behalf of the several Underwriters for inclusion in any
Preliminary Final Prospectus or the Final Prospectus.

          (c) Promptly after receipt by an indemnified party under this Section
8 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be
satisfactory to the indemnified party. Notwithstanding the indemnifying party's
election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees, costs
and expenses of such separate counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such 
<PAGE>   21

                                                                              21



counsel with a conflict of interest, (ii) the actual or potential defendants in,
or targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, (iii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of the institution of such action or (iv) the
indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding. 


          (d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company and the Underwriters severally
agree to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively "Losses") to which the Company
and one or more of the Underwriters may be subject in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and by the Underwriters on the other from the offering of the Securities;
provided, however, that in no case shall any Underwriter (except as may be
provided in any agreement among underwriters relating to the offering of the
Securities) be responsible for any amount in excess of the underwriting discount
or commission applicable to the Securities purchased by such Underwriter
hereunder. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the Company and the Underwriters severally shall
contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand and
of the Underwriters on the other in connection with the statements or omissions
which resulted in such Losses as well as any other relevant equitable
considerations. Benefits received by the Company shall be deemed to be equal to
the total net proceeds from the offering (before deducting expenses) received by
it, and benefits received by the Underwriters shall be deemed to be equal to the
total underwriting discounts and commissions, in each case as set forth on the
cover page of the Final Prospectus. Relative fault shall be determined by
reference to, among other things, whether any untrue or any alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information provided by the Company on the one hand or
the Underwriters on the other, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The Company and the Underwriters agree that it
would not be just and equitable if contribution were determined by pro rata
allocation or 


<PAGE>   22

                                                                              22


any other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 8, each person who controls an Underwriter within the meaning of
either the Act or the Exchange Act and each director, officer, employee and
agent of an Underwriter shall have the same rights to contribution as such
Underwriter, and each person who controls the Company within the meaning of
either the Act or the Exchange Act, each officer of the Company who shall have
signed the Registration Statement and each director of the Company shall have
the same rights to contribution as the Company, subject in each case to the
applicable terms and conditions of this paragraph (d).

          9. Default by an Underwriter. If any one or more Underwriters shall
fail to purchase and pay for any of the Securities agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the principal amount of
Securities set forth opposite their names in Schedule II hereto bears to the
aggregate principal amount of Securities set forth opposite the names of all the
remaining Underwriters) the Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in the event
that the aggregate principal amount of Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of
the aggregate principal amount of Securities set forth in Schedule II hereto,
the remaining Underwriters shall have the right to purchase all, but shall not
be under any obligation to purchase any, of the Securities, and if such
nondefaulting Underwriters do not purchase all the Securities, this Agreement
will terminate without liability to any nondefaulting Underwriter or the
Company. In the event of a default by any Underwriter as set forth in this
Section 9, the Closing Date shall be postponed for such period, not exceeding
five Business Days, as the Representatives shall determine in order that the
required changes in the Registration Statement and the Final Prospectus or in
any other documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its liability, if any, to
the Company and any nondefaulting Underwriter for damages occasioned by its
default hereunder.

         10. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for the Securities, if at any time prior to such time
(i) trading in any securities of the Company shall have been suspended by the
Commission, the NYSE or the Cincinnati Stock Exchange (the "CSE") or trading in
securities generally on the NYSE or the CSE shall have been suspended or limited
or minimum prices shall have been established on either of such Exchanges, (ii)
a banking moratorium shall have been declared either by Federal or New York
State authorities or (iii) there shall have occurred any outbreak or escalation
of hostilities, declaration by the United States of a national emergency or war,
or other calamity or crisis the effect of which on financial

<PAGE>   23

                                                                              23


markets is such as to make it, in the sole judgment of the Representatives,
impractical or inadvisable to proceed with the offering or delivery of the
Securities as contemplated by the Final Prospectus (exclusive of any supplement
thereto).

          11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
the officers, directors or controlling persons referred to in Section 8 hereof,
and will survive delivery of and payment for the Securities. The provisions of
Sections 7 and 8 hereof shall survive the termination or cancellation of this
Agreement.

          12. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telefaxed to the Salomon Smith Barney General Counsel (fax no.:
(212) 816-7912) and confirmed to the General Counsel, Salomon Smith Barney, at
388 Greenwich Street, New York, New York 10013, Attention: General Counsel; or
if sent to the Company, will be mailed, delivered or telefaxed to ________ (fax
no. _________) and confirmed to ___________ at 201 East Fourth Street,
Cincinnati, Ohio 45202, attention of __________.

          13. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 8 hereof, and no
other person will have any right or obligation hereunder.

          14. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York.

          15. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

          16. Headings. The section headings used herein are for convenience
only and shall not affect the construction hereof.

          17. Definitions. The terms which follow, when used in this Agreement,
shall have the meanings indicated.

          "Act" shall mean the Securities Act of 1933, as amended and the rules
     and regulations of the Commission promulgated thereunder.
<PAGE>   24

                                                                              24



          "Basic Prospectus" shall mean the prospectus referred to in paragraph
     1(a) above contained in the Registration Statement at the Effective Date
     including any Preliminary Final Prospectus.

          "Business Day" shall mean any day other than a Saturday, a Sunday or a
     legal holiday or a day on which banking institutions or trust companies are
     authorized or obligated by law to close in New York City.

          "Commission" shall mean the Securities and Exchange Commission.

          "Effective Date" shall mean each date and time that the Registration
     Statement, any post-effective amendment or amendments thereto and any Rule
     462(b) Registration Statement became or become effective.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
     amended, and the rules and regulations of the Commission promulgated
     thereunder.

          "Execution Time" shall mean the date and time that this Agreement is
     executed and delivered by the parties hereto.

          "Final Prospectus" shall mean the prospectus supplement relating to
     the Securities that was first filed pursuant to Rule 424(b) after the
     Execution Time, together with the Basic Prospectus.

          "Preliminary Final Prospectus" shall mean any preliminary prospectus
     supplement to the Basic Prospectus which describes the Securities and the
     offering thereof and is used prior to filing of the Final Prospectus,
     together with the Basic Prospectus.

          "Registration Statement" shall mean the registration statement
     referred to in paragraph 1(a) above, including exhibits and financial
     statements, as amended at the Execution Time (or, if not effective at the
     Execution Time, in the form in which it shall become effective) and, in the
     event any post-effective amendment thereto or any Rule 462(b) Registration
     Statement becomes effective prior to the Closing Date, shall also mean such
     registration statement as so amended or such Rule 462(b) Registration
     Statement, as the case may be. Such term shall include any Rule 430A
     Information deemed to be included therein at the Effective Date as provided
     by Rule 430A.

          " Rule 415", "Rule 424", "Rule 430A" and "Rule 462" refer to such
     rules under the Act.

          "Rule 430A Information" shall mean information with respect to the
     Securities and the offering thereof permitted to be omitted from the
     Registration Statement when it becomes effective pursuant to Rule 430A.

<PAGE>   25
                                                                              25


          "Rule 462(b) Registration Statement" shall mean a registration
     statement and any amendments thereto filed pursuant to Rule 462(b) relating
     to the offering covered by the initial registration statement.

          "Salomon Smith Barney" shall mean Salomon Smith Barney Inc.

          "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
     amended and the rules and regulations of the Commission promulgated
     thereunder.



<PAGE>   26


                                                                              26


          If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Underwriters.

                                             Very truly yours,


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


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


The foregoing Agreement is 
hereby confirmed and accepted 
as of the date specified in 
Schedule I hereto.

Salomon Smith Barney Inc.

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

For itself and the other 
several Underwriters, if any, 
named in Schedule II to the 
foregoing Agreement.




<PAGE>   27



                                   SCHEDULE I


Underwriting Agreement dated

Registration Statement No.

Representative(s):


Title, Purchase Price and Description of Securities:

                  Title:

                  Principal amount:

                  Purchase price (include accrued
                  interest or amortization, if
                  any):

                  Sinking fund provisions:

                  Redemption provisions:

                  Other provisions:

Closing Date, Time and Location:              , 1998 at 10:00 a.m. at
                                    Cleary, Gottlieb, Steen & Hamilton
                                    One Liberty Plaza
                                    New York, NY  10006

Type of Offering:  Delayed

Date referred to in Section 5(f) after which the Company may offer or sell debt
securities issued or guaranteed by the Company without the consent of the
Representative(s):

Modification of items to be covered by the letter from 
  PricewaterhouseCoopers LLP delivered pursuant to 
  Section 6(f) at the Execution Time:


<PAGE>   28



                                   SCHEDULE II

<TABLE>
<CAPTION>
Underwriters                                                            Principal Amount            Principal Amount
- ------------                                                            of Underwritten                of Option
                                                                         Securities to               Securities to
                                                                          be Purchased                be Purchased
                                                                        ----------------            ----------------
<S>                                                                      <C>                        <C>
Salomon Smith Barney Inc.............................                     $                          $







                                                                          ----------------           ---------------
                  Total .............................                     $                          $
                                                                          ================           ===============
</TABLE>




<PAGE>   1
                                                                      EXHIBIT 4A


                              CINCINNATI BELL INC.,
                                     ISSUER

                                       AND

                              THE BANK OF NEW YORK,
                                     TRUSTEE


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

                                    INDENTURE

                         Dated As Of [Date of Indenture]

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


                              Cincinnati Bell Inc.


<PAGE>   2
                             CROSS REFERENCE SHEET*
                                        
                                    between

the provisions of Sections 310 through 318(a) of the Trust Indenture Act of
1939, as amended, and the Indenture dated as of [Date of Indenture], between
Cincinnati Bell Inc., Issuer, and The Bank of New York, Trustee:
<TABLE>
<CAPTION>
         Section of Act                                       Section of Indenture
         --------------                                       --------------------
<S>                                                           <C>
         310(a)(1), (2) and (5)...............................4.04 and 7.09
         310(a)(3) and (4)....................................Not Applicable
         310(b)...............................................4.04, 7.08 and 7.10(b)
         310(c)...............................................Not Applicable
         311(a) and (b).......................................7.13
         311(c)...............................................Not Applicable
         312(a)...............................................5.01 and 5.02(a)
         312(b) and (c).......................................5.02(b) and (c)
         313(a)...............................................5.04(a)
         313(b)(1)............................................Not Applicable
         313(b)(2)............................................5.04(b)
         313(c)...............................................5.04(c)
         313(d)...............................................5.04(d)
         314(a)...............................................5.03
         314(b)...............................................Not Applicable
         314(c)(1) and (2)....................................13.05
         314(c)(3)............................................Not Applicable
         314(d)...............................................Not Applicable
         314(e)...............................................13.05
         314(f)...............................................Not Applicable
         315(a), (c) and (d)..................................7.01
         315(b)...............................................6.07
         315(e)...............................................6.08
         316(a)(1)............................................6.01 and 6.06
         316(a)(2)............................................Omitted
         316(a) last sentence.................................8.03
         316(b)...............................................6.04
         316(c)...............................................Omitted
         317(a)...............................................6.02
         317(b)...............................................4.05(a)
         318(a)...............................................13.07
</TABLE>

*This cross reference sheet is not part of the Indenture.

<PAGE>   3

                               TABLE OF CONTENTS*
<TABLE>
<CAPTION>
                                                                                                 PAGE
<S>                                                                                              <C>
PARTIES                                   .......................................................
RECITALS:
         Purpose of Indenture             .......................................................
         Compliance with legal requirements......................................................
</TABLE>
                                   ARTICLE ONE

                                   DEFINITIONS

SECTION 1.01          Certain terms defined; other terms defined in
                             Trust Indenture Act of 1939, as amended, or by
                             reference therein in Securities Act of 1933, as
                             amended, to have meanings therein assigned
<TABLE>
<CAPTION>
<S>                                                                                              <C>
                      Authenticating Agent.......................................................
                      Board of Directors  .......................................................
                      Business Day        .......................................................
                      Company             .......................................................
                      Event of Default    .......................................................
                      Holder              .......................................................
                      Indebtedness        .......................................................
                      Indenture           .......................................................
                      Interest            .......................................................
                      Officers' Certificate......................................................
                      Opinion of Counsel  .......................................................
                      Original Issue Date .......................................................
                      Original Issue Discount Securities.........................................
                      Outstanding         .......................................................
                      Person              .......................................................
                      Principal           .......................................................
                      Principal Corporate Trust Office of the Trustee............................
                      Record Date         .......................................................
                      Responsible Officer .......................................................
                      Security            .......................................................
                      Securities Registrar.......................................................
                      Trustee             .......................................................
                      Trust Indenture Act of 1939................................................
                      Yield to Maturity   .......................................................
</TABLE>

*The Table of Contents comprising pages i to x, inclusive is not part of the
Indenture

                                       i
<PAGE>   4
                                   ARTICLE TWO

             ISSUE, DESCRIPTION, EXECUTION, REGISTRATION, TRANSFER,
                           AND EXCHANGE OF SECURITIES
<TABLE>
<S>                                                                                              <C>
SECTION 2.01          Designation, amount, authentication and
                             delivery of Securities..............................................
SECTION 2.02          Form of Security and forms of certificates of
                             authentication......................................................
SECTION 2.03          Form of Trustee's certificate of
                             authentication......................................................
SECTION 2.04          Form of Authenticating Agent's alternate
                             certificate of authentication.......................................
SECTION 2.05          Securities in global form..................................................
SECTION 2.06          Form of legend of Securities in global form................................
SECTION 2.07          Amount unlimited; issuable in series ......................................
SECTION 2.08          Authentication and delivery of Securities..................................
SECTION 2.09          Denominations of Securities................................................
                      Date of Securities; date from which interest
                             accrues; record date................................................
                      Record date as affecting payment of interest...............................
SECTION 2.10          Execution and authentication of Securities.................................
SECTION 2.11          Exchanges of Securities....................................................
                      Registration of transfer of Securities.....................................
                      Securities to be endorsed or accompanied by
                             instruments of transfer.............................................
                      Charges upon exchange or transfer of Securities............................
                      Restrictions on Issue, registration of
                             transfer or exchange at time of redemption..........................
                      Depositary for global Securities...........................................
SECTION 2.12          Temporary Securities, if any...............................................
SECTION 2.13          Mutilated, destroyed, lost or stolen Securities............................
SECTION 2.14          Cancellation of surrendered Securities.....................................
SECTION 2.15          Provisions of the Indenture and Securities for
                             the sole benefit of the parties and the
                             Securityholders.....................................................
SECTION 2.16          CUSIP Numbers..............................................................
</TABLE>

                                  ARTICLE THREE

                            REDEMPTION OF SECURITIES
<TABLE>
<CAPTION>
<S>                                                                                              <C>
SECTION 3.01          Redemption prices of Securities............................................
SECTION 3.02          Giving of notice of redemption;
                      election of Securities in case less than
                      all Securities to be redeemed..............................................
</TABLE>

                                       ii
<PAGE>   5

<TABLE>
<S>                                                                                              <C>
SECTION 3.03          When Securities called for redemption
                      became due and payable; Securities
                      redeemed in part    .......................................................
SECTION 3.04          Mandatory and Optional Sinking Funds.......................................
</TABLE>

                                  ARTICLE FOUR

                       PARTICULAR COVENANTS OF THE COMPANY
<TABLE>
<CAPTION>
<S>                                                                                              <C>
SECTION 4.01          Payment of principal of (and premium, if any)
                             and interest on Securities..........................................
SECTION 4.02          Maintenance of office or agency for transfer,
                             exchange and payment of Securities..................................
SECTION 4.03          Not to mortgage property without securing
                             Securities ratably..................................................
SECTION 4.04          Appointment to fill a vacancy in the
                             office of Trustee...................................................
SECTION 4.05          (a)    Duties of paying agent..............................................
                      (b)    Company as paying agent.............................................
                      (c)    Turnover to Trustee by paying agent
                             or Company
                      (d)    Holding sums in trust...............................................
SECTION 4.06          Calculation of Original Issue Discount.....................................
</TABLE>

                                  ARTICLE FIVE

                    SECURITYHOLDERS' LISTS AND REPORTS BY THE
                             COMPANY AND THE TRUSTEE
<TABLE>
<CAPTION>
<S>                                                                                              <C>

SECTION 5.01          Company to furnish Trustee information as
                             to names and addresses of Securityholder............................
SECTION 5.02          (a)    Trustee to preserve information as to
                             names and addresses of Securityholders..............................
                      (b)    Trustee to make information as to
                                    names and addresses of Securityholders
                                    available to "applicants" or mail
                                    communications to Securityholder in
                                    certain circumstances........................................
                      (c)    Company and Trustee not accountable for
                                    disclosure of information....................................
SECTION 5.03          (a)    Annual and other reports to be filed
                                    by Company with Trustee......................................
                      (b)     Additional information and reports to
                                    be filed with Trustee and Securities
                                    and Exchange Commission......................................
                      (c)     Summaries of information and reports
</TABLE>

                                      iii
<PAGE>   6
<TABLE>
<S>                                                                                              <C>

                                    to be transmitted by Company to
                                    Securityholders..............................................
                      (d)    Company Officer's Certificate of
                                    Compliance...................................................
                      (e)    Statement by Officers as to default.................................
SECTION 5.04          Trustee reports to Securityholder..........................................
</TABLE>

                                   ARTICLE SIX

                 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON
                                EVENT OF DEFAULT
<TABLE>
<CAPTION>
<S>                                                                                              <C>

SECTION 6.01          Events of Default defined..................................................
                      Acceleration of maturity upon Event
                             of Default   .......................................................
                      Waiver of default and rescission of
                             declaration of maturity.............................................
                      Restoration of former position and rights..................................
SECTION 6.02          Covenant of Company to pay to Trustee upon
                             demand whole amount due on Securities on
                             default in payment of interest or principal
                             (or premium, if any)................................................
                      Trustee may recover judgment for whole amount
                             due on Securities on failure of Company to pay......................
                      Filing of proof of claim by Trustee in
                             bankruptcy, reorganization, receivership,
                             or other judicial proceedings.......................................
                      Rights of action and to assert claims may
                             be enforced by Trustee without possession
                             of Securities
                      Trustee may enforce rights vested in it by
                             Indenture by appropriate judicial
                             proceedings
SECTION 6.03          Application of moneys collected by Trustee.................................
SECTION 6.04          Limitation on suits by Holders of Securities...............................
SECTION 6.05          Remedies cumulative
                      Delay or omission in exercise of rights
                             not a waiver of default.............................................
SECTION 6.06          Rights of Holders of majority in principal
                             amount of Securities to direct Trustee and to
                             waive defaults......................................................
SECTION 6.07          Trustee to give notice of defaults known
                             to it, but may withhold in certain
                             circumstances
SECTION 6.08          Requirement of an undertaking to pay costs in
                             certain suits under this Indenture or against
</TABLE>

                                       iv
<PAGE>   7
<TABLE>
<CAPTION>
<S>                                                                                              <C>

                             the Trustee  .......................................................
SECTION 6.09          Covenant not to take the benefit of usury, stay
                             or extension law....................................................
</TABLE>

                                  ARTICLE SEVEN

                             CONCERNING THE TRUSTEE
<TABLE>
<CAPTION>
<S>                                                                                              <C>

SECTION 7.01          Upon event of Default occurring and
                             continuing, Trustee shall exercise such
                             powers vested in it, and use same
                             degree of care and skill in their
                             exercise, as a prudent person would use.............................
                      Trustee not relieved from liability
                             for negligence or willful misconduct
                             except as provided in this Section..................................
                      (a)     Prior to Event of Default and after
                                    the curing of all Events of Default
                                    which may have occurred......................................
                                    (1)   Trustee not liable except for
                                          performance of duties..................................
                                          specifically set forth.................................
                                    (2)    In absence of bad faith, Trustee
                                          may conclusively rely on
                                          certificates or opinions
                                          furnished it hereunder, subject
                                          to duty to examine the same if
                                          specifically required to be
                                          furnished to it........................................
                      (b)     Trustee not liable for error of
                                    judgment made in good faith by
                                    responsible officer unless Trustee
                                    negligent....................................................
                      (c)     Trustee not liable for action or
                                    nonaction in accordance with
                                    direction of Holders of majority
                                    in principal amount of Securities............................
SECTION 7.02          Except as otherwise provided in Section 7.01:
                      (a)     Trustee may rely on documents
                                    believed genuine and properly
                                    signed or presented..........................................
                      (b)    Sufficient evidence by certain
                                    instruments provided for.....................................
                      (c)    Trustee may act on Opinion of Counsel...............................
                      (d)     Trustee may require indemnity from
                                    Securityholders..............................................
</TABLE>

                                       v
<PAGE>   8
<TABLE>
<CAPTION>
<S>                                                                                              <C>

                      (e)     Trustee not liable for action in good
                                    faith believed to be authorized..............................
                      (f)    Trustee not bound to make investigation.............................
                      (g)    Trustee may act through agents......................................
SECTION 7.03          Trustee not liable for recitals in
                             Indenture or in Securities..........................................
                      No representations by Trustee as to
                             validity of Indenture or of Securities..............................
                      Trustee not accountable for use of
                             Securities or proceeds..............................................
SECTION 7.04          Trustee, authenticating agent, paying agent or
                             Security registrar may own Securities...............................
SECTION 7.05          Moneys received by Trustee to be held in trust;
                             interest not payable except by agreement............................
SECTION 7.06          Trustee entitled to compensation,
                             reimbursement and indemnity.........................................
SECTION 7.07          Right of Trustee to rely on certificate
                             of officers of Company where no other
                             evidence specifically prescribed....................................
SECTION 7.08          Trustee acquiring conflicting interest.....................................
SECTION 7.09          Requirements for eligibility of Trustee....................................
SECTION 7.10          (a)    Resignation of Trustee..............................................
                      (b)    Removal of Trustee by Company or by court
                                    on Securityholder's application..............................
                      (c)    Removal of Trustee by Holders of
                                    majority in principal amount of Securities...................
                      (d)    Time when resignation or removal of
                                    Trustee effective............................................
SECTION 7.11          Acceptance by successor to Trustee.........................................
                      Successor to be qualified and eligible.....................................
                      Mailing of notice of succession of a Trustee...............................
SECTION 7.12          Successor to Trustee by merger, conversion,
                             consolidation or succession to business.............................
SECTION 7.13          (a)    Limitations on rights of Trustee as a
                                    creditor to obtain payment of certain
                                    claims within three months prior to
                                    default or during default, or to realize on
                                    property as such creditor thereafter.........................
                      (b)    Certain creditor relationships excluded.............................
                      (c)    Definition of certain terms.........................................
SECTION 7.14          Appointment and qualifications of
                             authenticating agent................................................
                      Succession of authenticating agent without further act.....................
                      Resignation of authenticating agent or
                             termination of agency...............................................
                      Compensation of authenticating agent.......................................
</TABLE>

                                       vi
<PAGE>   9

                                  ARTICLE EIGHT

                         CONCERNING THE SECURITYHOLDERS
<TABLE>
<CAPTION>
<S>                                                                                              <C>

SECTION 8.01          (a)    Form and effectiveness of Securityholder action.....................
                      (b)    Proof of Execution of instruments...................................
                      (c)    Proof of holding of Securities......................................
SECTION 8.02          Who may be deemed owners of Securities.....................................
SECTION 8.03          Securities owned by Company or controlled or
                             controlling companies disregarded for
                             certain purposes....................................................
SECTION 8.04          Revocation of action by Securityholders; action
                             by Securityholder binds future Holders..............................
</TABLE>

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES
<TABLE>
<CAPTION>
<S>                                                                                              <C>

SECTION 9.01          Purposes for which supplemental indentures
                             may be entered into without consent of
                             Securityholders.....................................................
SECTION 9.02          Modification of Indenture with consent of
                             Holders of 66 2/3% in principal amount of
                             Securities   .......................................................
SECTION 9.03          Effect of supplemental indentures..........................................
                      Opinion of Counsel  .......................................................
SECTION 9.04          Securities may bear notation of changes by
                             supplemental indentures.............................................
</TABLE>

                                   ARTICLE TEN

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE
<TABLE>
<CAPTION>
<S>                                                                                              <C>

SECTION 10.01         Consolidation and merger of Company and
                             sale or conveyance permitted........................................
                      Assumption of obligations of Company by
                             successor corporation or transferee.................................
SECTION 10.02         Rights and duties of successor corporation.................................
                      Appropriate changes may be made in form of
                             Securities   .......................................................
                      Company may merge or acquire properties of
                             other corporations..................................................
SECTION 10.03         Opinion of Counsel  .......................................................
</TABLE>

                                      vii

<PAGE>   10


                                 ARTICLE ELEVEN

            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS
<TABLE>
<CAPTION>
<S>                                                                                              <C>

SECTION 11.01         Satisfaction and discharge of Indenture....................................
SECTION 11.02         Application by Trustee of funds deposited
                             for payment of Securities...........................................
SECTION 11.03         Repayment of moneys held by paying agent...................................
SECTION 11.04         Repayment of moneys held by Trustee........................................
</TABLE>

                                 ARTICLE TWELVE

                    IMMUNITY OF INCORPORATORS, SHAREHOLDERS,
                        OFFICERS, DIRECTORS AND EMPLOYEES
<TABLE>
<S>                                                                                              <C>

SECTION 12.01         Incorporators, shareholders, officers,
                             directors and employees of Company exempt
                             from individual liability...........................................
</TABLE>

                                ARTICLE THIRTEEN

                            MISCELLANEOUS PROVISIONS
<TABLE>
<CAPTION>
<S>                   <C>                                          
SECTION 13.01         Successors and assigns of Company bound
                             by Indenture ........................................................
SECTION 13.02         Acts of board, committee or officer of
                             successor corporation valid.........................................
SECTION 13.03         Surrender of powers by Company.............................................
SECTION 13.04         Required notices or demands may be
                             served by mail......................................................
SECTION 13.05         Officers' Certificate and Opinion of
                             Counsel to be furnished upon application
                             or demand by the Company............................................
                      Statements to be included in each
                             certificate or opinion with respect
                             to compliance with a condition
                             or covenant  .......................................................
SECTION 13.06         Payments due on non-business days..........................................
SECTION 13.07         Provisions required by Trust Indenture Act
                             of 1939 to control..................................................
SECTION 13.08         Indenture may be executed in counterparts..................................
SECTION 13.09         Governing law       .......................................................
SECTION 13.10         Severability        .......................................................
SECTION 13.11         Rules for action    .......................................................
</TABLE>

                                      viii
<PAGE>   11
<TABLE>
<CAPTION>
<S>                                                                                              <C>

ACCEPTANCE OF TRUST BY TRUSTEE            .......................................................
TESTIMONIUM                               .......................................................
SIGNATURES                                .......................................................
</TABLE>


                                   APPENDIX A
<TABLE>
<CAPTION>
<S>                                                                                              <C>
Form of Note [Face]                       .......................................................
Form of Trustee's Certificate of Authentication..................................................
Form of Note [Reverse]                    .......................................................
</TABLE>

                                       ix

<PAGE>   12



         THIS INDENTURE, dated as of [Date of Indenture], between CINCINNATI
BELL INC., an Ohio corporation (the "Company"), and THE BANK OF NEW YORK, a New
York banking corporation, as trustee (the "Trustee").

                                   WITNESSETH

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issue from time to time of its unsecured debentures, notes or
other evidences of indebtedness to be issued in one or more series (the
"Securities") up to such principal amount or amounts as may from time to time be
authorized in accordance with the terms of this Indenture and to provide, among
other things, for the authentication, delivery and administration thereof, the
Company has duly authorized the execution and delivery of this Indenture;

         WHEREAS, the Securities and certificates of authentication to be borne
by the Securities are to be substantially in the forms attached as Appendix A;

         WHEREAS, all acts and things necessary to make the Securities, when
executed by the Company and authenticated and delivered by or on behalf of the
Trustee as in this Indenture provided, the valid, binding and legal obligations
of the Company, and to constitute these presents a valid indenture and agreement
according to its terms, have been done and performed; and

         WHEREAS, all acts and things necessary to make this Indenture a valid,
binding and legal obligation of the Company, and to constitute these presents a
valid indenture and agreement according to its terms, have been done and
performed;

         NOW, THEREFORE:

         In consideration of the premises and the purchases of the Securities by
the Holders thereof, the Company covenants and agrees with the Trustee, for the
equal and proportionate benefit of the respective holders from time to time of
the Securities, as follows:

                                   ARTICLE ONE

                                   DEFINITIONS

         SECTION 1.01 The terms defined in this Section 1.01 (except as herein
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section 1.01. All other terms used in
this Indenture which are defined in the Trust Indenture Act of 1939, as amended,
or which are by reference therein defined in the Securities Act of 1933, as
amended, shall (except as herein otherwise expressly provided or unless the
context otherwise requires) have the meanings assigned to such terms in said
Trust Indenture Act and in said Securities Act as in force at the date of this
Indenture as originally executed.

                                       1
<PAGE>   13

Authenticating Agent:

         The term "authenticating agent" shall mean the agent of the Trustee, if
any, which at the time shall be appointed and acting pursuant to Section 7.14.

Board of Directors:

        The term "Board of Directors" shall mean the Board of Directors or the
Executive Committee thereof of the Company as the text may indicate.

Business Day:

        The term "business day" shall mean, with respect to any Security, a day
which is neither a legal holiday nor a day on which banking institutions are
authorized by law to close in New York, New York.

Company:

         The term "Company" shall mean Cincinnati Bell Inc., an Ohio
corporation, and, subject to the provisions of Article Ten, shall also include
its successors and assigns.

Event of Default:

         The term "Event of Default" shall mean any event specified in Section
6.01.

Holder:

         The term "Holder," "Holder of Securities," "Securityholder" or other
similar terms, shall mean any person who is the registered holder of any
Security.

Indebtedness:

         The term "Indebtedness" of any person shall mean (i) all obligations,
whether or not represented by bonds, debentures, notes or other securities, for
the repayment of money borrowed, (ii) all obligations for the deferred payment
of the purchase price of property or assets purchased, (iii) all guarantees,
endorsements, assumptions and other contingent obligations in respect of, or to
purchase or to otherwise acquire, indebtedness of others, and (iv) all
indebtedness secured by any mortgage, pledge or lien existing on property owned,
subject to such mortgage, pledge or lien, whether or not the indebtedness
secured thereby shall have been assumed.


                                       2
<PAGE>   14

Indenture:

         The term "Indenture" shall mean this instrument as originally executed
or, if amended or supplemented as herein provided, as so amended or supplemented
and shall include the forms and terms of a particular series of Securities
established as contemplated hereunder.

Interest:

         The term "interest" shall mean interest payable after maturity when
used with respect to an Original Issue Discount Security that by its terms bears
interest only after maturity.

Officers' Certificate:

         The term "Officers' Certificate" shall mean a certificate signed (i) by
the Chairman of the Board of Directors or a Vice Chairman of the Board of
Directors or the President or an Executive Vice President or Senior Vice
President and (ii) by the Chief Financial Officer, Treasurer or Assistant
Treasurer or the Controller or the Secretary or any Assistant Secretary of the
Company. Each such certificate shall include the statements provided for in
Section 13.05, if and to the extent required by the provisions thereof.

Opinion of Counsel:

         The term "Opinion of Counsel" shall mean an opinion in writing signed
by legal counsel, who may be an employee of or of counsel to the Company or the
Trustee or who may be other counsel satisfactory to the Trustee. Each such
opinion shall include the statements provided for in Section 13.05, if and to
the extent required by the provisions thereof.

Original Issue Date:

         The term "Original Issue Date" shall mean the date of any Security (or
portion thereof) which is the earlier of (a) the date of such Security or (b)
the date of any Security (or portion thereof) for which such Security was
issued, directly or indirectly, on registration or transfer, exchange or
substitution.

Original Issue Discount Securities:

         The term "Original Issue Discount Securities" shall mean any security
that provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration pursuant to Section 6.01.

Outstanding:

         The term "Outstanding," when used with reference to Securities, shall,
subject to the provisions of Section 8.03, mean, as of any particular time, all
Securities authenticated and delivered by the Trustee under this Indenture,
except

                                       3
<PAGE>   15

                  (a) Securities theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation;

                  (b) Securities, or portions thereof, for the payment or
redemption of which monies in the necessary amount shall have been deposited in
trust with the Trustee or with any paying agent (other than the Company) or
shall have been set aside, segregated and held in trust by the Company for the
Holders of such Securities (if the Company shall act as its own paying agent),
PROVIDED that if such Securities, or portions thereof, are to be redeemed prior
to the maturity thereof, notice of such redemption shall have been given as
herein provided, or provision satisfactory to the Trustee shall have been made
for giving such notice; and

                  (c) Securities in substitution for which other Securities
shall have been authenticated and delivered, or which shall have been paid,
pursuant to the terms of Section 2.11 (except with respect to any such Security
as to which proof satisfactory to the Trustee is presented that such Security is
held by a person in whose hands such Security is a legal, valid and binding
obligation of the Company).

         In determining whether the Holders of the requisite principal amount of
Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof pursuant to Section 6.01.


Person:

        The term "Person" shall mean any individual, corporation, partnership,
joint venture, association, joint stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.


Principal:

         The term "principal," whenever used with reference to the Securities or
any Security or any portion thereof, shall be deemed to include "and premium, if
any." 


Principal Corporate Trust Office of the Trustee:

         The term "principal corporate trust office of the Trustee" or other
similar term shall mean the principal corporate trust office of the Trustee at
which at any particular time its corporate trust business shall be administered
and shall initially be at 101 Barclay Street, Floor 21 West, New York, New York
10286.

Record Date:

         The term "record date" as used with respect to any interest payment
date shall have the meaning specified in Section 2.09.



                                       4
<PAGE>   16

Responsible Officer:

         The term "responsible officer" when used with respect to the Trustee
shall mean any vice president, any trust officer, any assistant trust officer,
any assistant secretary, any assistant treasurer, or any other officer of the
Trustee customarily performing functions similar to those performed by the
persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of his or her knowledge of and
familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.

Security:

         The term "Security" shall have the meaning stated in the first recital
of this Indenture, or, as the case may be, any Security that has been
authenticated and delivered under this Indenture.

Securities Register:

         The term "Securities Register" shall mean the register or registers
kept by the Company as provided in Section 2.09.

Trustee:

         The term "Trustee" shall mean The Bank of New York, a New York banking
corporation, and, subject to the provisions of Article Seven hereof, shall also
include its successors in the trusts created by this Indenture.

Trust Indenture Act of 1939:

         The term "Trust Indenture Act of 1939" shall mean the Trust Indenture
Act of 1939, as amended, as in force at the date of this Indenture as originally
executed.

Yield to Maturity:

         The term "Yield to Maturity" shall mean the yield to maturity on a
series of Securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent determination of interest on such series and
calculated in accordance with accepted financial practices.



                                   ARTICLE TWO

                  ISSUE, DESCRIPTION, EXECUTION, REGISTRATION,
                         TRANSFER AND EXCHANGE OF NOTES

                                       5
<PAGE>   17
         SECTION 2.01 The Securities of each series shall be substantially in
such form as set forth in Appendix A to this Indenture or in such form (not
inconsistent with this Indenture) as shall be established by or pursuant to a
resolution of the Board of Directors of the Company, in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have imprinted or otherwise reproduced thereon such legend or
legends, not inconsistent with the provisions of this Indenture, as may be
required to comply with any law or with any rules or regulations pursuant
thereto, or with any rules of any securities exchange or to conform to general
usage, all as may be determined by the officers executing such Securities, as
evidenced by their execution of the Securities.

         Upon the execution of this Indenture, or from time to time thereafter,
Securities of any issue may be executed and registered by the Company and
delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and make available for delivery said Securities to or upon the
written order of the Company, signed by its Chairman of the Board of Directors
or a Vice Chairman of the Board of Directors or its President or an Executive
Vice President and by its Chief Financial Officer, Treasurer or an Assistant
Treasurer under its corporate seal, without any further action by the Company
hereunder.

         SECTION 2.02 The Securities and the certificate of authentication and
alternate certificate of authentication to be borne by the Securities shall be
substantially of the tenor and purport as hereinabove recited. The Securities
may be engraved as a whole or in part and may have such letters, numbers or
other marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as may be required to comply with any
law or with any rule or regulation made pursuant thereto, or, if not
inconsistent with the provisions of this Indenture, as the Company may deem
appropriate or as may be required to comply with any rule or regulation of any
stock exchange on which the Securities may be listed or to conform to usage.

         SECTION 2.03 The Trustee's certificate of authentication on all
Securities shall be in substantially the following form:

                  This is one of Securities of the series designated herein and
referred to in the within-mentioned Indenture.

                                   THE BANK OF NEW YORK,
                                   as Trustee


                                   By____________________________________
                                         Authorized Signatory

         SECTION 2.04 The Authenticating Agent's alternative certificate of
authentication on all Securities shall be in substantially the following form:


                                       6
<PAGE>   18

         This is one of Securities of the series designated herein and referred
to in the within-mentioned Indenture.
                                   THE BANK OF NEW YORK,
                                   as Trustee

                                   By__________________________________
                                           Authenticating Agent


                                   By__________________________________
                                           Authorized Signature


         SECTION 2.05 Unless otherwise specified as contemplated by Section 2.07
and provided in Section 2.01, Securities of or within a series shall be issuable
in global form. Any such Security may provide that it shall represent the
aggregate amount of Outstanding Securities from time to time endorsed thereon
and may also provide that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced or increased to reflect
exchanges. Any endorsement of a Security in global form to reflect the amount,
or any increase or decrease in the amount, or changes in the rights of Holders,
of Outstanding Securities represented thereby, shall be made in such manner and
by such Person or Persons as shall be specified therein or in the order of the
Company to be delivered to the Trustee pursuant to Section 2.01. The Trustee
shall deliver and redeliver any security in permanent global form in the manner
and upon instructions given by the Person or Persons specified therein or in the
applicable order of the company. Any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not be accompanied by an Opinion of Counsel.

         Unless otherwise specified as contemplated by Section 2.01, payment of
principal of, premium, if any, and interest, if any, on any Security in
permanent global form shall be made (in immediately available funds) to the
Person or Persons specified therein.

         SECTION 2.06 Any Registered Security in global form authenticated and
delivered hereunder shall bear a legend in substantially the following form with
such changes as may be required by the depositary:

         This security is in global form within the meaning of the indenture
         hereinafter referred to and is registered in the name of a depositary
         or a nominee of a depositary. Unless and until it is exchanged in whole
         or in part for securities in certificated form in the limited
         circumstances described in the indenture, this security may not be
         transferred except as a whole by the depositary or a nominee of the
         depositary to the depositary or another nominee of the depositary or by
         the depositary or any such nominee to a successor depositary or a
         nominee of such successor depositary.

         SECTION 2.07 The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

                                       7
<PAGE>   19

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a resolution of the Board of Directors and set
forth in an Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series,

                  (1) the title of the Securities of the series (which shall
         distinguish the Securities of the series from all other Securities);

                  (2) any limit upon the aggregate principal amount of the
         Securities of the series that may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Sections 2.11, 2.12, 2.13 or
         3.03);

                  (3) the date or dates on which the principal of the Securities
         of the series is payable;

                  (4) the rate or rates at which the Securities of the series
         shall bear interest, if any, or the method by which such rate shall be
         determined, the date or dates from which such interest shall accrue,
         the interest payment dates on which such interest shall be payable and
         the record dates for the determination of Holders to whom interest is
         payable;

                  (5) the place or places where the principal of and any
         interest on Securities of the series shall be payable (if other than as
         provided in Section 4.02);

                  (6) the price or prices at which, the period or periods within
         which and the terms and conditions upon which, Securities of the series
         may be redeemed, in whole or in part, at the option of the Company,
         pursuant to any sinking fund or otherwise;

                  (7) the obligation, if any, of the Company to redeem, purchase
         or repay Securities of the series pursuant to any sinking fund or
         analogous provisions or at the option of a Holder thereof and the price
         or prices at which and the period or periods within which and the terms
         and conditions upon which Securities of the series shall be redeemed,
         purchased or repaid, in whole or in part, pursuant to such obligation;

                  (8) if other than denominations of $1,000 and any multiple
         thereof, the denominations in which Securities of the series shall be
         issuable;

                  (9) if other than the principal amount thereof, the portion of
         the principal amount of Securities of the series which shall be payable
         upon declaration of acceleration of the maturity thereof pursuant to
         Section 6.01 or provable in bankruptcy pursuant to Section 6.02;

                  (10) any other terms of the series (which terms shall not be
         inconsistent with the provisions of this Indenture);

                                       8
<PAGE>   20

                  (11) any trustees, authenticating or paying agents, transfer
         agents or registrars or any other agents with respect to the Securities
         of such series; and

                  (12) if the Securities of the series shall be issued in
         definitive or global form and the depositary if the Securities shall be
         in global form.

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such resolution of the Board of Directors or in any such indenture
supplemental hereto. All Securities of any one series need not be issued at the
same time and, unless otherwise provided, a series may be reopened, without the
consent of the Holders, for issuances of additional Securities of such series.

         SECTION 2.08 In authenticating such Securities and accepting the
additional responsibilities under this Indenture in relation to such Securities
the Trustee shall be entitled to receive and (subject to Section 7.01) shall be
fully protected in relying upon:

         (1) a certified copy of any resolution or resolutions of the Board of
Directors authorizing the action taken pursuant to the resolution or resolutions
delivered under clause (2) below;

         (2) a copy of any resolution or resolutions of the Board of Directors
relating to such series, in each case certified by the Secretary or an Assistant
Secretary of the Company;

         (3) an executed supplemental indenture, if any;

         (4) an Officers' Certificate setting forth the form and terms of the
Securities as required pursuant to Sections 2.01 and 2.05, respectively, and
prepared in accordance with Section 13.05;

         (5) an Opinion of Counsel, prepared in accordance with Section 13.05,
to the effect that

         (a) the form or forms and terms of such Securities have been
established in this Indenture or by or pursuant to a resolution of the Board of
Directors or by a supplemental indenture as permitted by Sections 2.01 and 2.07
in conformity with the provisions of this Indenture;

         (b) such Securities, when authenticated and delivered by the Trustee
and issued by the Company in the manner and subject to any conditions specified
in such Opinion of Counsel, will constitute valid and binding obligations of the
Company;

         (c) all laws and requirements in respect of the execution and delivery
by the Company of the Securities, have been complied with; and

         (d) covering such other matters as the Trustee may reasonably request.

                                       9
<PAGE>   21

         The Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Company or if the
Trustee in good faith by its board of directors or board of trustees, executive
committee, or a trust committee of directors or trustees or Responsible Officers
shall determine that such action would expose the Trustee to personal liability
to existing Holders.

         SECTION 2.09 The Securities shall be issuable as registered Securities
without coupons in denominations as shall be specified as contemplated by
Section 2.07. In the absence of any such specification with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any multiple thereof. The Securities shall be
numbered, lettered or otherwise distinguished in such manner or in accordance
with such plan as the officers of the Company executing the same may determine
with the approval of the Trustee as evidenced by the execution and
authentication thereof.

         Each Security shall be dated the date of authentication and shall bear
interest, if any, from the applicable date and shall be payable on the dates, in
each case, which shall be specified as contemplated by Section 2.07.

         The person in whose name any Security is registered at the close of
business on any record date applicable to a particular series with respect to
any interest payment date for such series shall be entitled to receive the
interest, if any, payable on such interest payment date notwithstanding the
cancellation of such Security upon any transfer or exchange thereof subsequent
to such record date and prior to such interest payment date; PROVIDED, HOWEVER,
that if and to the extent the Company shall default in the payment of the
interest due, if any, on such interest payment date, such defaulted interest
shall be paid to the persons in whose names the Securities are registered at the
close of business on a record date established for such payment by notice by or
on behalf of the Company to the Holders of the Securities mailed by first class
mail not less than fifteen days prior to such record date to their last
addresses as they shall appear upon the Securities register, such record date to
be not less than five days preceding the date of payment of such defaulted
interest. The term "record date" as used with respect to any interest payment
date (except a date for payment of defaulted interest) shall mean the date
specified as such in the terms of the Securities of any particular series, or,
if no such date is so specified, if such interest payment date is the first day
of a calendar month, the fifteenth day of the next preceding calendar month, or,
if such interest payment date is the fifteenth day of a calendar month, the
first day of such calendar month, whether or not such record date is a Business
Day.

         SECTION 2.10 The Securities shall be signed on behalf of the Company
(i) by its Chairman of the Board of Directors or a Vice Chairman of the Board of
Directors or its President or a Senior Vice President, and (ii) by its Chief
Financial Officer, Treasurer or an Assistant Treasurer or its Secretary or an
Assistant Secretary, under its corporate seal which may, but need not, be
attested. Each such signature upon the Securities may be in the form of a
facsimile signature of any such officer and may be imprinted or otherwise
reproduced on the Securities and for that purpose the Company may adopt and use
the facsimile signature of any person who has been or is or shall be such
officer, and in case any such officer of the Company signing any of the


                                       10
<PAGE>   22

Securities of any particular issue shall cease to be such officer before such
Securities so signed shall have been authenticated and made available for
delivery by the Trustee or by the authenticating agent on its behalf, or
disposed of by the Company, such Securities nevertheless may be authenticated
and delivered or disposed of as though such person had not ceased to be such
officer of the Company. The seal of the Company may be in the form of a
facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities.

         Only such Securities as shall bear thereon either a certificate of
authentication substantially in the form recited in Section 2.03, above, or an
alternate certificate of authentication substantially in the form recited in
Section 2.04, above, duly executed by the Trustee or by the authenticating agent
on its behalf, respectively, shall be entitled to the benefits of this Indenture
or be valid or obligatory for any purpose. Such certificate by the Trustee or by
the authenticating agent on its behalf upon any Security executed by the Company
shall be conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture.

         Unless the Company shall establish pursuant to Section 2.07 that the
Securities of a series are to be issued in whole or in part in definitive form,
the Company shall execute and the Trustee shall, in accordance with this Section
and the order of the Company with respect to such series, authenticate and
deliver one or more Securities in global form that (i) shall represent and shall
be denominated in an amount equal to the aggregate principal amount of the
Outstanding Securities of such series to be represented by such Security or
Securities in global form, (ii) shall be registered, if a Registered Security,
in the name of the depositary for such Security or Securities in global form or
the nominee of such depositary, (iii) shall be delivered by the Trustee to such
depositary or pursuant to such depositary's instruction and (iv) shall bear the
legends set forth in Section 2.06 and the terms determined by or pursuant to the
Board Resolution or supplemental indenture relating to such series.

         Each depositary designated pursuant to Section 2.07 for a Registered
Security in global form must, at the time of its designation and at all times
while it serves as depositary, be a clearing agency registered under the
Securities Exchange Act of 1934 and any other applicable statute or regulation.
The Trustee shall have no responsibility to determine if the depositary is so
registered. Each depositary shall enter into an agreement with the Trustee
governing the respective duties and rights of such depositary and the Trustee
with regard to Securities issued in global form.

         SECTION 2.11 Any Security of any series may be exchanged for a like
aggregate principal amount of any Security of the same series of other
authorized denominations. Securities of any series to be exchanged shall be
surrendered at the office or agency to be maintained by the Company as provided
in Section 4.02 (or at either of such offices or agencies if more than one), and
the Company shall execute and register and the Trustee or the authenticating
agent on its behalf shall authenticate and make available for delivery in
exchange therefor the Security or Securities of the same series which the Holder
making the exchange shall be entitled to receive.

         The Company shall keep or cause to be kept, at the office or agency to
be maintained by the Company as provided in Section 4.02 (or at least one of
said offices or agencies, if more than 



                                       11
<PAGE>   23

one), a register or registers in which, subject to such reasonable regulations
as it may prescribe, the Company shall register Securities and shall register
the transfer of Securities as in this Article Two provided. Any such register
shall be in written form or in any other form capable of being converted into
written form within a reasonable time. At all reasonable times the information
contained in such register or registers shall be available for inspection by the
Trustee. Upon due presentment for registration of transfer of any Security of
any series at such office or agency, the Company shall execute and register and
the Trustee or the authenticating agent on its behalf shall authenticate and
make available for delivery in the name of the transferee or transferees a new
Security or Securities for a like aggregate principal amount of any such series.

         All Securities presented for registration of transfer or for exchange
or payment shall (if so required by the Company or the Trustee) be duly endorsed
by, or be accompanied by a written instrument or instruments of transfer in form
satisfactory to the Trustee duly executed by, the Holder or his or her attorney
duly authorized in writing.

         The Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange or
transfer of Securities. No service charge shall be made for any such
transaction.

         The Company shall not be required (a) to issue, register the transfer
of or exchange any Securities of any series for a period of fifteen days
preceding the first mailing of notice of redemption of Securities of such series
to be redeemed, or (b) to register the transfer of or exchange any Securities
selected, called or being called for redemption as a whole or the portion being
redeemed of any such Securities selected, called or being called for redemption
in part.

         All Securities issued upon any transfer or exchange of Securities shall
be valid obligations of the Company, evidencing the same debt, and entitled to
the same benefits under this Indenture, as the Securities surrendered upon such
transfer or exchange.

         Each Security issued in global form authenticated under this Indenture
shall be registered in the name of the depositary designated for such series or
a nominee thereof and delivered to such depositary or a nominee thereof or
custodian therefor, and each such Security issued in global form shall
constitute a single Security for all purposes of this Indenture.

         Notwithstanding any other provision (other than the provisions set
forth in the eleventh, twelfth and thirteenth paragraphs of this Section) of
this Section, unless and until it is exchanged in whole or in part for
Securities in certificated form in the circumstances described below, a Security
in global form representing all or a portion of the Securities of a series may
not be transferred except as a whole by the depositary for such series to a
nominee of such depositary or by a nominee of such depositary to such depositary
or another nominee of such depositary or by such depositary or any such nominee
to a successor depositary for such series or a nominee of such successor
depositary.

         If at any time the depositary for the Securities of a series notifies
the Company that it is unwilling or unable to continue as depositary for the
Securities of such series or if at any time the depositary for the Securities of
such series shall no longer be eligible under Section 2.10, the 



                                       12
<PAGE>   24

Company shall appoint a successor Depositary with respect to the Securities of
such series. If a successor Depositary for the Securities of such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company shall execute, and the
Trustee, upon receipt of a order of the company for the authentication and
delivery of certificated Securities of such series of like tenor, shall
authenticate and deliver Securities of such series of like tenor in certificated
form, in authorized denominations and in an aggregate principal amount equal to
the principal amount of the Security or Securities of such series of like tenor
in global form in exchange for such Security or Securities in global form.

         The Company may at any time in its sole discretion determine that
Securities of a series issued in global form shall no longer be represented by
such a Security or Securities in global form. In such event the Company shall
execute, and the Trustee, upon receipt of a order of the Company for the
authentication and delivery of certificated Securities of such series of like
tenor, shall authenticate and make available for delivery, Securities of such
series of like tenor in certificated form, in authorized denominations and in an
aggregate principal amount equal to the principal amount of the Security or
Securities of such series of like tenor in global form in exchange for such
Security or Securities in global form.

         If specified by the Company pursuant to Section 2.07 with respect to a
series of Securities, the Depositary for such series may surrender a Security in
global form of such series in exchange in whole or in part for Securities of
such series in certificated form on such terms as are acceptable to the Company
and such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

         (a) to each Person specified by such Depositary a new certificated
Security or Securities of the same series of like tenor, of any authorized
denomination as requested by such Person, in aggregate principal amount equal to
and in exchange for such Person's beneficial interest in the Security in global
form; and

         (b) to such Depositary a new Security in global form of like tenor in a
denomination equal to the difference, if any, between the principal amount of
the surrendered Security in global form and the aggregate principal amount of
certificated Securities delivered to Holders thereof.

         Upon the exchange of a Security in global form for Securities in
certificated form, such Security in global form shall be canceled by the
Trustee. Securities in certificated form issued in exchange for a Security in
global form pursuant to this Section shall be registered in such names and in
such authorized denominations as the Depositary for such Security in global
form, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. The Trustee shall make available for
delivery such Securities to the Persons in whose names such Securities are so
registered.

         SECTION 2.12 Pending the preparation of definitive Securities for any
series the Company may execute and register and the Trustee shall authenticate
and make available for delivery temporary Securities for such series, which
temporary Securities for such series are printed, lithographed or typewritten.
Temporary Securities for any series may be of any denomination and substantially
in the form of the definitive Securities for such series, but with 



                                       13
<PAGE>   25

such omissions, insertions and variations as may be appropriate for temporary
Securities for any series all as may be determined by the Company. Temporary
Securities for any series may contain such reference to any provisions of this
Indenture as may be appropriate. Every temporary Security shall be executed and
registered by the Company and be authenticated by the Trustee or by the
authenticating agent on its behalf upon the same conditions and in substantially
the same manner, and with like effect, as the definitive Securities for such
series. In the case of Securities of any series, such temporary Securities may
be in global form, representing all or a portion of the Outstanding Securities
of such series. Except in the case of temporary Securities in global form, each
of which shall be exchanged in accordance with the provisions thereof, without
unreasonable delay the Company shall execute and register and shall furnish
definitive Securities for such series and thereupon temporary Securities for
such series may be surrendered in exchange therefor at the office or agency to
be maintained by the Company as provided in Section 4.02 (or at any of said
offices or agencies, if more than one), and the Trustee or the authenticating
agent on its behalf shall authenticate and make available for delivery in
exchange for such temporary Securities for such series a like aggregate
principal amount of definitive Securities for such series of authorized
denominations. Until so exchanged, the temporary Securities for any series shall
be entitled to the same benefits under this Indenture as definitive Securities
for such series.

         SECTION 2.13 In case any temporary or definitive Security shall become
mutilated or be destroyed, lost or stolen, the Company in its discretion may
execute and register, and upon its request the Trustee shall authenticate and
make available for delivery, a new Security of the same series, bearing a number
not contemporaneously outstanding, in exchange and substitution for the Security
so mutilated, or in lieu of and substitution for the Security so destroyed, lost
or stolen. In every case the applicant for a substituted Security of the same
series shall furnish to the Company and to the Trustee such security or
indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and to the Trustee evidence to their satisfaction of the
destruction, loss or theft of such Security and of the ownership thereof. The
Trustee may authenticate any such substituted Security of the same series and
make available for delivery the same upon the written request or authorization
of any officer of the Company. Upon the issuance of any substituted Security,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses connected therewith. In case any Security which has matured or is about
to mature shall become mutilated or be destroyed, lost or stolen, the Company
may, instead of issuing a substitute Security of the same series, pay or
authorize the payment of such Security (without surrender thereof except in the
case of a mutilated Security) if the applicant for such payment shall furnish to
the Company and to the Trustee such security or indemnity as may be required by
them to save each of them harmless and, in case of destruction, loss or theft,
evidence to the satisfaction of the Company and the Trustee of the destruction,
loss or theft of such Security and of the ownership thereof.

         Every substituted Security of any series issued pursuant to the
provisions of this Section 2.13 by virtue of the fact that any such Security is
destroyed, lost or stolen shall, with respect to such Security, constitute an
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall at any time be enforceable by anyone, and shall be
entitled 



                                       14
<PAGE>   26

to all the benefits of this Indenture equally and proportionately with any and
all other Securities of the same series duly issued under this Indenture. All
Securities shall be held and owned upon the express condition that (to the
extent lawful) the foregoing provisions shall be exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities and
shall preclude any and all other rights or remedies, notwithstanding any law or
statute now existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

         SECTION 2.14 All Securities surrendered for payment, exchange or
registration of transfer shall, if surrendered to the Company, the
authenticating agent or any paying agent, be cancelled and delivered to the
Trustee or, if surrendered to the Trustee, be cancelled by it, and no Securities
shall be issued in lieu thereof except as expressly permitted by any of the
provisions of this Indenture. On written request of the Company, the Trustee
shall deliver to the Company cancelled Securities held by the Trustee. With the
consent of the Company, the Trustee may but shall not be required to destroy
cancelled Securities. If the Company shall acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
cancelled and delivered to the Trustee or surrendered to the Trustee for
cancellation.

         SECTION 2.15 Nothing in this Indenture or in any Security of any
series, expressed or implied, shall give or be construed to give to any person
other than the parties hereto and their successors and the Holders of the
Securities any legal or equitable right, remedy or claim under or in respect of
this Indenture, or under any covenant, condition or provision herein contained,
all the covenants, conditions and provisions hereof being for the sole benefit
of the parties hereto and their successors and of the Holders of the Securities.

         SECTION 2.16 The Company in issuing the Securities of any series may
use 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
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities of the same
series or as contained in any notice of a redemption and that reliance may be
placed only on the other identification numbers printed on such Securities, and
any such redemption shall not be affected by any defect in or omission of such
numbers. The Company will promptly notify the Trustee of any change in the
"CUSIP" numbers.


                                  ARTICLE THREE

                               REDEMPTION OF NOTES

         SECTION 3.01 The provisions of this Article Three shall be applicable
to the Securities of any series which are redeemable before their maturity or to
any sinking fund for the retirement of Securities of a series except as
otherwise specified as contemplated by Section 2.05 for Securities of such
series.

                                       15
<PAGE>   27

         SECTION 3.02 In case the Company shall desire to exercise any right to
redeem all or any part of Securities of any series, as the case may be, in
accordance with the right reserved so to do, it shall fix a date for redemption
and shall give notice of such redemption to the Holders of the Securities of
such series to be redeemed as a whole or in part by mailing a notice of such
redemption by first class mail not less than thirty nor more than sixty days
prior to the date fixed for redemption to their last addresses as they shall
appear upon the Securities register. Any notice which is mailed in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the Holder receives the notice. In any case, failure duly to give notice
by mail, or any defect in the notice, to the Holder of any Security of a series
designated for redemption as a whole or in part shall not affect the validity of
the proceedings for the redemption of any other Security of the same series.

         Each such notice of redemption shall identify the Securities to be
redeemed (including the CUSIP number), shall specify the date fixed for
redemption and the redemption price at which Securities of such series are to be
redeemed and shall state that payment of the redemption price of the Securities
of such series or portions thereof to be redeemed will be made at the office or
agency to be maintained by the Company as provided in Section 4.02 (or any of
said offices or agencies, if more than one) upon presentation and surrender of
such Securities, that interest accrued to the date fixed for redemption will be
paid as specified in said notice, and that on and after said date interest
thereon or on the portions thereof to be redeemed will cease to accrue. If less
than all the Securities of any series are to be redeemed, each notice of
redemption shall identify which of such Securities are to be redeemed. In case
any Security is to be redeemed in part only, the notice shall state the portion
of the principal amount thereof to be redeemed and shall state that on and after
the date fixed for redemption, upon presentation and surrender of such Security,
a new Security or Securities of such series in principal amount equal to the
unredeemed portion thereof will be issued.

         If any Securities are to be redeemed, the Company shall give the
Trustee forty-five (45) days' written notice (or such lesser period of time as
approved by the Trustee) in advance as to the aggregate principal amount of such
Securities to be redeemed, and if less than all the Securities of any one series
are to be redeemed, thereupon the Trustee shall select, in such manner as in its
sole discretion it shall deem appropriate and fair, the Securities or portions
thereof to be redeemed and shall thereafter promptly notify the Company in
writing which of the Securities of such series or portions thereof are to be
redeemed. If less than all the Securities of any series with differing issue
dates, interest rates or stated maturities are to be redeemed, the Company, in
its sole discretion, shall select the particular Securities to be redeemed and
shall notify the Trustee in writing thereof at least forty-five (45) days prior
to the relevant redemption date.

         SECTION 3.03 If the giving of notice of redemption shall have been
completed as above provided, the Securities or portions of such Securities
identified in such notice shall become due and payable on the date and at the
place or places stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption, and unless the
Company shall default in the payment of such Securities, at the redemption
price, together with interest accrued to said date, interest on the Securities
or portions of Securities so called for redemption shall cease to accrue on and
after said date. On presentation and surrender 



                                       16
<PAGE>   28

of such Securities at said place or places of payment in said notice specified,
such Securities or portions thereof to be redeemed shall be paid and redeemed by
the Company at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption.

         Upon presentation and surrender of any Security of a series which is
redeemed in part only, the Company shall execute and register and the Trustee or
the authenticating agent on its behalf shall authenticate and make available for
delivery, at the expense of the Company, a new Security or Securities of the
same series, of authorized denominations, in principal amount equal to the
unredeemed portion of the Security so presented.

         SECTION 3.04 The minimum amount of any sinking fund payment provided
for by the terms of Securities of any series is herein referred to as a
"mandatory sinking fund payment", and any payment in excess of such minimum
amount provided for by the terms of Securities of any series is herein referred
to as an "optional sinking fund payment". The date on which a sinking fund
payment is to be made is herein referred to as the "sinking fund payment date".

         In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Company may, at its
option, (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Company or receive credit for Securities of such
series (not previously so credited) theretofore purchased or otherwise acquired
(except as aforesaid) by the Company and delivered to the Trustee for
cancellation pursuant to Section 2.14, (b) receive credit for optional sinking
fund payments (not previously so credited) made pursuant to this Section 3.04,
or (c) receive credit for Securities of such series (not previously so credited)
redeemed by the Issuer through any optional redemption provision contained in
the terms of such series. Securities so delivered or credited shall be received
or credited by the Trustee at the sinking fund redemption price specified in
such Securities.

         On or before the sixtieth day next preceding each sinking fund payment
date for any series, the Company will deliver to the Trustee a written statement
(which need not contain the statements required by Section 13.05) signed by an
authorized officer of the Company (a) specifying the portion of the mandatory
sinking fund payment to be satisfied by payment of cash and the portion to be
satisfied by credit of Securities of such series, (b) stating that none of the
Securities of such series has theretofore been so credited, (c) stating that no
defaults in the payment of interest or Events of Default with respect to such
series have occurred (which have not been waived or cured) and are continuing
and (d) stating whether or not the Company intends to exercise its right to make
an optional sinking fund payment with respect to such series and, if so,
specifying the amount of such optional sinking fund payment which the Company
intends to pay on or before the next succeeding sinking fund payment date. Any
Securities of such series to be credited and required to be delivered to the
Trustee in order for the Company to be entitled to credit therefore as aforesaid
which have not theretofore been delivered to the Trustee shall be delivered for
cancellation pursuant to Section 2.14 to the Trustee with such written statement
(or as reasonably promptly thereafter is acceptable to the Trustee). Such
written statement shall be irrevocable and upon its receipt by the Trustee the
Company shall become unconditionally obligated to make all the cash payments or
payments therein referred to, if any, on or before the 



                                       17
<PAGE>   29

next succeeding sinking fund payment date. Failure of the Company, on or before
any such sixtieth day, to deliver such written statement and Securities
specified in this paragraph, if any, shall not constitute a default but shall
constitute, on and as of such date, the irrevocable election of the Company (i)
that the mandatory sinking fund payment for such series due on the next
succeeding sinking fund payment date shall be paid entirely in cash without the
option to deliver or credit Securities of such series in respect thereof and
(ii) that the Company will make no optional sinking fund payment with respect to
such series as provided in this Section 3.04.

         If the sinking fund payment or payments (mandatory or optional or both)
to be made in cash on the next succeeding sinking fund payment date plus any
unused balance of any preceding sinking fund payments made in cash shall exceed
$50,000 (or a lesser sum if the Company shall so request) with respect to the
Securities of any particular series, such cash shall be applied on the next
succeeding sinking fund payment date to the redemption of Securities of such
series at the sinking fund redemption price together with accrued interest to
the date fixed for redemption. If such amount shall be $50,000 or less and the
Company makes no such request then it shall be carried over until a sum in
excess of $50,000 is available. The Trustee shall select, in the manner provided
in Section 3.02, for redemption on such sinking fund payment date a sufficient
principal amount of Securities of such series to absorb said cash, as nearly as
may be, and shall (if requested in writing by the Company) inform the Company of
the serial numbers of the Securities of such series (or portions thereof) so
selected. Securities of any series which are (a) owned by the Company or an
entity known by the Trustee to be directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company, as
shown by the Security register, and not known to the Trustee to have been
pledged or hypothecated by the Company or any such entity or (b) identified in
an Officer's Certificate at least 60 days prior to the sinking fund payment date
as being beneficially owned by, and not pledged or hypothecated by, the Company
or an entity directly or indirectly controlling or controlled by or under direct
or indirect common control with the Company shall be excluded from Securities of
such series eligible for selection for redemption. The Trustee, in the name and
at the expense of the Company (or the Company, if it shall so request the
Trustee in writing) shall cause notice of redemption of the Securities of such
series to be given in substantially the manner provided in Section 3.02 (and
with the effect provided in Section 3.03) for the redemption of Securities of
such series in part at the option of the Company. The amount of any sinking fund
payments not so applied or allocated to the redemption of Securities of such
series shall be added to the next cash sinking fund payment for such series and,
together with such payment, shall be applied in accordance with the provisions
of this Section 3.04. Any and all sinking fund moneys held on the stated
maturity date of the Securities of any particular series (or earlier, if such
maturity is accelerated), which are not held for the payment or redemption of
particular Securities of such series shall be applied, together with other
moneys, if necessary, sufficient for the purpose, to the payment of the
principal of, and interest on, the Securities of such series at maturity.

         At least one Business Day before each sinking fund payment date, the
Company shall pay to the Trustee in cash or shall otherwise provide for the
payment of all interest accrued to the date fixed for redemption on Securities
to be redeemed on the next following sinking fund payment date.

                                       18
<PAGE>   30

         The Trustee shall not redeem or cause to be redeemed any Securities of
a series with sinking fund moneys or mail any notice of redemption of Securities
for such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
except that, where the mailing of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Company a sum
sufficient for such redemption. Except as aforesaid, any moneys in the sinking
fund for such series at the time when any such default or Event of Default shall
occur, and any moneys thereafter paid into the sinking fund, shall, during the
continuance of such default or Event of Default, be deemed to have been
collected under Article Six and held for the payment of all such Securities. In
case such Event of Default shall have been waived as provided in Section 6.06 or
the default cured on or before the sixtieth day preceding the sinking fund
payment date in any year, such moneys shall thereafter be applied on the next
succeeding sinking fund payment date in accordance with this Section 3.04 to the
redemption of such Securities.


                                  ARTICLE FOUR

                       PARTICULAR COVENANTS OF THE COMPANY

         SECTION 4.01 The Company will duly and punctually pay or cause to be
paid the principal of (and premium, if any) and interest on each of the
Securities of any series, at the place or places, at the respective times and in
the manner provided in the Securities of such series and in this Indenture.

         SECTION 4.02 As long as any of the Securities of any series remain
outstanding, the Company will maintain an office or agency in the Borough of
Manhattan, The City of New York, State of New York (and at such other place, if
any, as shall be specified in the form of such Security as a place for payment
of principal and interest) where the Securities may be presented for
registration of transfer and for exchange as in this Indenture provided, where
notices and demands to or upon the Company in respect of the Securities or of
this Indenture may be served and where the Securities may be presented for
payment. The Company will give to the Trustee notice of the location of each
such office or agency and of any change in the location thereof. In case the
Company shall fail to maintain any such office or agency or shall fail to give
such notice of the location or of any change in the location thereof,
presentations may be made and notices and demands may be served at the principal
corporate trust office of the Trustee.



                                       19
<PAGE>   31
         SECTION 4.03 The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, create, or suffer to be created or to
exist, any Lien (other than Permitted Liens) upon any of its Property or assets,
whether now owned or hereafter acquired, or any interest therein or any income
or profits therefrom, unless it has made or will make effective provision
whereby the Securities will be secured by such Lien equally and ratably with (or
prior to) all other indebtedness of the Company or any Restricted Subsidiary
secured by such Lien for so long as any such other indebtedness of the Company
or any Restricted Subsidiary shall be so secured. Notwithstanding the foregoing,
the Company may, and may permit any Restricted Subsidiary to, issue, assume,
guarantee or permit to exist indebtedness secured by Liens on Property that are
not Permitted Liens without equally and ratably securing the Securities,
PROVIDED that the sum of (1) the principal amount of all such indebtedness then
being issued, assumed or guaranteed, plus (2) the aggregate outstanding
principal amount of secured indebtedness that would otherwise be subject to the
foregoing restrictions (other than indebtedness secured by Permitted Liens),
plus (3) the total amount of Attributable Debt in respect of all Sale and
Leaseback Transactions, does not exceed 10% of the Company's Consolidated Net
Tangible Assets immediately prior to the time such indebtedness is issued,
assumed or guaranteed.

         "Attributable Debt" means, as to any particular lease under which any
Person is at the time liable, at the date of determination, the total net amount
of rent required to be paid by such Person under such lease during the remaining
term thereof (excluding amounts required to be paid on account of maintenance
and repairs, services, insurance, taxes, assessments, water rates and similar
charges and contingent rents), discounted from the respective due dates thereof
at the weighted average of the rates of interest (or Yield to Maturity, in the
case of Original Issue Discount Securities) borne by the Securities then
outstanding under the Indenture, compounded semi-annually.

         "Capital Lease Obligations" means indebtedness represented by
obligations under a lease that is required to be capitalized for financial
reporting purposes in accordance with GAAP, and the amount of such indebtedness
shall be the capitalized amount of such obligations determined in accordance
with GAAP. For purposes of the Indenture, a Capital Lease Obligation shall be
deemed secured by a Lien on the Property being leased.

         "Capital Stock" means, with respect to any Person, any and all shares
or other equivalents (however designated) of corporate stock, partnership
interest or any other participation, right, warrant, option or other interest in
the nature of an equity interest in such Person, but excluding any debt security
convertible or exchangeable into such equity interest.

         "Consolidated Net Tangible Assets" means the consolidated total assets
of the Company and its Subsidiaries as reflected in the Company's most recent
balance sheet prepared in accordance with GAAP, less (i) current liabilities
(excluding current maturities of long-term debt and Capital Lease Obligations)
and (ii) goodwill, trademarks, patents and minority interests of others.

                                       20
<PAGE>   32


         "GAAP" means United States generally accepted accounting principles as
in effect as of the date of determination, unless stated otherwise.

         "Lien" means, with respect to any Property of any Person, any mortgage
or deed of trust, pledge, hypothecation, assignment, deposit arrangement,
security interest, lien, charge, easement or zoning restriction (other than any
easement or zoning restriction not materially impairing usefulness or
marketability), encumbrance, preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever on or with respect to
such Property, including any Capital Lease Obligation, conditional sale or other
title retention agreement having substantially the same economic effect as any
of the foregoing or any Sale and Leaseback Transaction.

         "Permitted Liens" means

         (1) Liens existing on the date of this Indenture;

         (2) Liens on Property existing at the time of acquisition thereof or to
secure the payment of all or any part of the purchase price thereof or to secure
any indebtedness incurred prior to, at the time of or within 270 days after the
acquisition of such Property for the purpose of financing all or any part of the
purchase price thereof; or Liens securing Capital Lease Obligations, PROVIDED
that (a) any such Lien attaches to the Property within 270 days after the
acquisition thereof and (b) such Lien attaches solely to the Property so
acquired;

         (3) Liens securing indebtedness owing by a Restricted Subsidiary to the
Company or any wholly-owned Subsidiary of the Company;

         (4) Liens on Property of any entity, or on the stock, indebtedness or
other obligations of such entity, existing at the time (a) such entity becomes a
Restricted Subsidiary, (b) such entity is merged into or consolidated with the
Company or a Restricted Subsidiary or (c) the Company or a Restricted Subsidiary
acquires all or substantially all of the assets of such entity; PROVIDED that no
such Lien extends to any other Property of the Company or any other Restricted
Subsidiary;

         (5) Liens on the Property of the Company or any of its Subsidiaries
securing (a) nondelinquent performance of bids or contracts (other than for
borrowed money, obtaining of advances or credit or the securing of debt), (b)
contingent obligations on surety and appeal bonds and (c) other nondelinquent
obligations of a like nature, in each case, incurred in the ordinary course of
business;

         (6) pledges or deposits under worker's compensation laws, unemployment
insurance laws or similar legislation;

         (7) statutory and tax Liens for sums not yet due or delinquent or which
are being contested or appealed in good faith by appropriate proceedings;


                                       21
<PAGE>   33

         (8) Liens arising solely by operation of law and in the ordinary course
of business, such as mechanics', materialmen's, warehousemen's and carriers'
Liens and Liens of landlords or of mortgages of landlords on fixtures and
movable Property located on premises leased in the ordinary course of business;
and

         (9) any renewal, extension or replacement (in whole or in part) for any
Lien permitted pursuant to exceptions (1) through (8) above or of any
indebtedness secured thereby, PROVIDED that such extension, renewal or
replacement Lien shall be limited to all or any part of the same Property that
secured the Lien extended, renewed or replaced (plus improvements on such
Property).

         "Property" means, with respect to any Person, any interest of such
Person in any kind of property or asset, whether real, personal or mixed, or
tangible or intangible, including, without limitation, Capital Stock in any
other Person (but excluding Capital Stock or other securities issued by such
first mentioned Person).

         "Restricted Subsidiary" means any Subsidiary of the Company if, at the
end of the most recent fiscal quarter of the Company, the aggregate amount,
determined in accordance with GAAP consistently applied, of securities of, loans
and advances to, and other investments in, such Subsidiary held by the Company
and its other Subsidiaries exceeded 10% of the Company's Consolidated Net
Tangible Assets;

         "Sale and Leaseback Transaction" means any direct or indirect
arrangement with a Person pursuant to which the Company or a Restricted
Subsidiary leases any Property that has been or is to be sold or transferred by
the Company or any Restricted Subsidiary to such Person.

         "Subsidiary" means (i) a corporation of which at the date of
determination the Company, one or more Subsidiaries or the Company and one or
more Subsidiaries, directly or indirectly, owns a majority of the Capital Stock
with voting power, under ordinary circumstances, to elect directors or (ii) any
other Person (other than a corporation) in which at the date of determination
the Company, one or more Subsidiaries or the Company together with one or more
Subsidiaries, directly or indirectly, has at least a majority ownership and
power to direct the policies, management and affairs thereof.


                                       22
<PAGE>   34
         SECTION 4.04 The Company, whenever necessary to avoid or fill a vacancy
in the office of Trustee, will appoint, in the manner provided in Section 7.10,
a Trustee, so that there shall at all times be a Trustee hereunder.

         SECTION 4.05 (a) Whenever the Company shall appoint a paying agent
other than the Trustee, it will cause such paying agent to execute and deliver
to the Trustee an instrument in which such agent shall agree with the Trustee,
subject to the provisions of this Section 4.05,

                   (1) that it will hold all sums held by it as such agent for
         the payment of the principal of (and premium, if any) or interest on
         the Securities of any series (whether such sums have been paid to it by
         the Company or by any other obligor on the Securities of such series)
         in trust for the benefit of the respective Holders of the Securities of
         such series entitled thereto and will notify the Trustee of the receipt
         of sums to be so held,

                   (2) that it will give the Trustee notice of any failure by
         the Company (or by any other obligor on the Securities of such series)
         to make any payment of the principal of (or premium, if any) or
         interest on the Securities when the same shall be due and payable, and

                  (3) at any time during the continuance of such failure,
         immediately pay to the Trustee all sums so held in trust by the paying
         agent.


         (b) If the Company shall act as its own paying agent, it will, on or
before each due date of the principal of (and premium, if any) or interest on
the Securities of any series, set aside, segregate and hold in trust for the
benefit of the respective holders of the Securities of such series entitled
thereto a sum sufficient to pay such principal (and premium, if any) or interest
if any, so becoming due. The Company will promptly notify the Trustee of any
failure to take such action.

         (c) Anything in this Section 4.05 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture pursuant to Section 11.01, or for any other reason,
pay or cause to be paid to the Trustee all sums held in trust by it or any
paying agent hereunder as required by this Section 4.05, such sums to be held by
the Trustee upon the trusts herein contained.

                                      23
<PAGE>   35

         (d) Anything in this Section 4.05 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 4.05 is subject to
the provisions of Sections 11.03 and 11.04.

         SECTION 4.06 The Company shall file with the Trustee promptly at the
end of each calendar year (i) a written notice specifying the amount of original
issue discount (including daily rates and amounts of original issue discount
(including daily rates and accrual periods) accrued on Outstanding Securities as
of the end of such year and (ii) such other specific information relating to
such original issue discount as may then be relevant under the Internal Revenue
Code of 1986, as amended from time to time.

                                  ARTICLE FIVE

                    SECURITYHOLDERS' LISTS AND REPORTS BY THE
                             COMPANY AND THE TRUSTEE

         SECTION 5.01 The Company covenants and agrees that it will furnish or
cause to be furnished to the Trustee a list in such form as the Trustee may
reasonably require of the names and addresses of the Holders of Securities:

                  (a) semiannually, not more than fifteen days after each record
         date for the payment of semiannual interest on the Securities of such
         series, as specified in the form of such Security, as of such record
         date, and

                  (b) at such other times as the Trustee may request in writing,
         within thirty days after receipt by the Company of any such request, as
         of a date not more than fifteen days prior to the time such information
         is furnished, excluding from any such list names and addresses received
         by the Trustee in the capacity of Securities registrar, if so acting.

         SECTION 5.02 The Company agrees to provide information relating to the
Holders of the Securities to the Trustee pursuant to the requirements of Section
312 of the Trust Indenture Act. The Trustee agrees to furnish information to the
Holders of Securities pursuant to the requirements of Section 312 of the Trust
Indenture Act.

         SECTION 5.03      The Company covenants:

         (a) to file with the Trustee, within fifteen days after the Company is
required to file the same with the Securities and Exchange Commission, copies of
the annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as said Commission may from time
to time by rules and regulations prescribe) which the Company may be required to
file with said Commission pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended; or, if the Company is not required
to file information, documents or reports pursuant to either of such sections,
then to file with the Trustee and said Commission, in accordance with rules and
regulations prescribed from time to time by said Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Securities Exchange Act of 1934, as



                                       24
<PAGE>   36

amended, in respect of a security listed and registered on a national securities
exchange as may be prescribed from time to time in such rules and regulations;

          (b) to file with the Trustee and the Securities and Exchange
Commission, in accordance with the rules and regulations prescribed from time to
time by said Commission, such additional information, documents, and reports
with respect to compliance by the Company with the conditions and covenants
provided for in this Indenture as may be required from time to time by such
rules and regulations;

         (c) to transmit by mail to all Holders of Securities, as the names and
addresses of such holders appear on the Securities register, within thirty days
after the filing thereof with the Trustee, such summaries of any information,
documents and reports required to be filed by the Company pursuant to
subsections (a) and (b) of this Section 5.03 as may be required by rules and
regulations prescribed from time to time by the Securities and Exchange
Commission delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates); and

         (d) to deliver to the Trustee within 120 days after the end of each
fiscal year of the Company (beginning with respect to Securities of any series
with the fiscal year next following the issue date of such series of Securities)
commencing April 30, 1999, a certificate from its principal executive officer,
principal financial officer or principal accounting officer, stating whether to
the best knowledge of the signer thereof, the Company is in compliance (without
regard to periods of grace or notice requirements) with all conditions and
covenants under this Indenture, and if the Company shall not be in compliance,
specifying such non-compliance and the nature and status thereof of which such
signer may have knowledge. For purposes of this Section 5.03(d), such compliance
shall be determined without regard to any period of grace or requirement of
notice provided under this Indenture.

         (e) to deliver to the Trustee, as soon as possible and in any event
within five days after the Company becomes aware of the occurrence of any Event
of Default or an event which, with notice of the lapse of time or both, would
constitute an Event of Default, an Officers' Certificate setting forth the
details of such Event of Default or default and the action which the Company
proposes to take with respect thereto.

         SECTION 5.04 (a) The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act of 1939 at the times and in the manner
provided pursuant thereto. If required by Section 313(a) of the Trust Indenture
Act of 1939, the Trustee shall, within sixty days after each May 15, comply with
the provisions of such Section 313(a).

         (b) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange, if any, upon which
the Securities are listed, with the Commission and with the Company. The Company
will promptly notify the Trustee when the Securities are listed on any stock
exchange and of any delisting thereof.

                                       25
<PAGE>   37

                                   ARTICLE SIX

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

         SECTION 6.01 In case one or more of the following Events of Default
shall have occurred and be continuing, that is to say:

         (a) default in the payment of any installment of interest upon any of
the Securities of such series as and when the same shall become due and payable,
and continuance of such default for a period of thirty days; or

         (b) default in the payment of the principal of (or premium, if any,
on) any of the Securities as and when the same shall become due and payable
either at maturity, by declaration of acceleration or otherwise; or

         (c) failure on the part of the Company duly to observe or perform any
other of the covenants or agreements on the part of the Company in the
Securities of any one series or in this Indenture contained for a period of
sixty days after the date on which written notice of such failure, requiring the
Company to remedy the same, shall have been given to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least twenty-five percent
in aggregate principal amount of the Securities of such series at the time
outstanding; or

         (d) default in the payment of any sinking fund installment as and when
the same shall become due and payable by the terms of the Securities of such
series; or

         (e) default by the Company in the payment of the principal of, interest
on, or other amounts payable in respect of, or failure by the Company to perform
or comply with any of its other agreements in respect of any of, its
Indebtedness (other than the Securities) in the aggregate principal or like
amount of $20 million or more, which default or failure permits the holder
thereof to declare such Indebtedness immediately due and payable; provided,
however, that if such default or failure in respect of any such Indebtedness
shall be cured by the Company as may be permitted by the terms of such
Indebtedness, then the Event of Default hereunder by reason of such default or
failure shall be deemed likewise to have been cured or waived; or

         (f) a court having jurisdiction shall enter a decree or order for
relief in respect to the Company in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of the Company or of its property or ordering the
winding-up or liquidation of its affairs and such decree or order shall remain
unstayed and in effect for a period of 60 consecutive days; or

         (g) the Company shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or shall
consent to the entry of an order 



                                       26
<PAGE>   38

for relief in an involuntary case under any such law, or shall consent to the
appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or similar official) of the Company or of its
property, or shall make any general assignment for the benefit of creditors, or
shall fail generally to pay its debts as they become due or shall take any
corporate action in furtherance of any of the foregoing; or

         (h) any other Event of Default provided in the supplemental indenture
or resolution of the Board of Directors of the Company under which such series
of Securities is issued or in the form of Security for such series;

then and in each and every such case, unless the principal of all the series of
Securities then outstanding shall have already become due and payable, either
the Trustee or the Holders of not less than twenty-five percent in aggregate
principal amount of the Securities of such series then outstanding hereunder, by
notice in writing to the Company (and to the Trustee if given by
Securityholders), shall declare the principal (or, if the Securities of such
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the term of such series) of all Securities of such
series to be due and payable immediately, and upon any such declaration the same
shall become and shall be immediately due and payable, anything in this
Indenture or in the Securities of such series contained to the contrary
notwithstanding, PROVIDED, HOWEVER, that if an Event of Default specified in
Section 6.01(f) or (g) occurs, all unpaid principal of, premium, if any, and
accrued interest on all outstanding Securities shall, IPSO FACTO, become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder. This provision, however, is subject to the condition
that if, at any time after the principal (or, if Securities of such series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of such series) of the Securities of such series shall
have been so declared due and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as hereinafter
provided, the Company shall pay, or shall deposit with the Trustee a sum
sufficient to pay, all matured installments of interest, if any, upon all the
Securities of such series and the principal of (and premium, if any, on) any and
all Securities of such series which shall have become due otherwise than by
declaration, with interest upon such principal (and premium, if any) and (to the
extent that payment of such interest is enforceable under applicable law) upon
any overdue installments of interest at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified
in the Securities of such series (or at respective rates of interest or Yields
to Maturity of all the Securities, as the case may be), to the date of such
payment or deposit, and such amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee, its agents and
counsel except as a result of its negligence or bad faith, and if any and all
defaults under this Indenture, other than the nonpayment of the principal of
Securities which shall have become due by acceleration, shall have been remedied
then and in every such case the Holders of a majority in aggregate principal
amount of the Securities of such series, each series voting as a separate class,
then outstanding by written notice to the Company and to the Trustee may waive
all defaults with respect to such series and rescind and annul such declaration
and its consequences; but no such waiver or rescission or annulment shall extend
to or shall affect any subsequent default or shall impair any right consequent
thereon.

                                       27
<PAGE>   39

         For all purposes under this Indenture, if a portion of the principal of
any Original Issue Discount Securities shall have been accelerated and declared
due and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, together with interest, if
any, thereon and all other amounts owing thereunder, shall constitute payment in
full of such Original Issue Discount Securities.

         In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
because of such waiver or rescission or annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such case
the Company or the Trustee and the Holders of the Securities shall be restored
respectively to their former positions and rights hereunder, and all rights,
remedies and powers of the Company, the Trustee and the Holders of the
Securities shall continue as though no such proceedings had been taken.

         SECTION 6.02 The Company covenants that (1) in case default shall be
made in the payment of any installment of interest on any of the Securities of
any issue, as and when the same shall become due and payable, and such default
shall have continued for a period of thirty days, or (2) in case default shall
be made in the payment of the principal of (or premium, if any, on) any of the
Securities of any series when the same shall have become due and payable,
whether upon maturity or upon declaration or otherwise - then, upon demand of
the Trustee, the Company will pay to the Trustee, for the benefit of the Holders
of the Securities of such series, the whole amount that then shall have become
due and payable on all such Securities for principal (and premium, if any) and
interest, as the case may be, with interest upon any overdue principal (and
premium, if any) and (to the extent that payment of such interest is enforceable
under applicable law) upon any overdue installments of interest at the same rate
as the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) specified in the Securities of such series, and, in
addition thereto, such further amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee, its agents and
counsel except as a result of its negligence or bad faith.

         Until such demand is made by the Trustee, the Company may pay the
principal of and interest on the Securities of any series to the registered
Holders, whether or not the principal of and interest on the Securities of such
series is overdue.

         In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree and may enforce any such
judgment or final decree against the Company or other obligor upon the
Securities of any series and collect in the manner provided by law out of the
property of the Company or other obligor upon the Securities of such series
wherever situated the moneys adjudged or decreed to be payable.

                                       28
<PAGE>   40

         In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor upon the Securities of
any series under Title 11 of the United States Code or any other applicable law,
or in case a receiver or trustee shall have been appointed for the property of
the Company or other obligor, or in case of any other judicial proceedings
relative to the Company or such other obligor upon the Securities of any series,
or to the creditors or property of the Company or such other obligor, the
Trustee, irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section 6.02, shall be entitled and empowered, by
intervention in such proceedings or otherwise:

         (a) to file and prove a claim or claims for the whole amount of
principal and interest (or, if the Securities of any series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of such series) owing and unpaid in respect of the Securities of any
series, and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
reasonable compensation to the Trustee, its agents and counsel, and for
reimbursement of all expenses and liabilities incurred, and all advances made,
by the Trustee, its agents and counsel except as a result of its negligence or
bad faith) and of the Holders allowed in any judicial proceedings relative to
the Company, or other obligor upon the Securities of any series, or to the
creditors or property of the Company, or other such obligor; and

         (b) unless prohibited by applicable law and regulations, to vote on
behalf of the Holders of the Securities of any series in any election of a
trustee or a standby trustee in arrangement, reorganization, liquidation or
other bankruptcy or insolvency proceedings or person performing similar
functions in comparable proceedings; and

         (c) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute all amounts received with
respect to the claims of the Holders and of the Trustee on their behalf; and any
receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the Holders to make payments to the Trustee and, in the
event that the Trustee shall consent to the making of payments directly to the
Holders, to pay to the Trustee such amount as shall be sufficient to cover
reasonable compensation to the Trustee, its agents and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Trustee, its
agents and counsel except as a result of its negligence or bad faith.

         All rights of action and to assert claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities or the production thereof on any trial or
other proceedings relative thereto, any such action or proceedings instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall be for the ratable benefit of the holders of the
Securities.

         In case of a default hereunder the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by the Indenture by such
appropriate judicial proceedings as the 



                                       29
<PAGE>   41

Trustee shall deem most effectual to protect and enforce any of such rights,
either at law or in equity or in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in this Indenture or
in aid of the exercise of any power granted in this Indenture, or otherwise, and
the Trustee may enforce any other legal or equitable right vested in the Trustee
by this Indenture or by law.

         SECTION 6.03 Any moneys collected by the Trustee pursuant to Section
6.02 in respect of any series shall be applied in the order following, at the
date or dates fixed by the Trustee and, in case of the distribution of such
moneys on account of principal (or premium, if any) or interest, upon
presentation of the several Securities and stamping thereon the payment if only
partially paid, and upon surrender thereof if fully paid:

                  FIRST: To the payment of costs and expenses of collection,
         reasonable compensation to the Trustee, its agents and counsel, and all
         other expenses and liabilities incurred, and all advances made, by the
         Trustee except as a result of its negligence or bad faith;

                  SECOND: In case the principal of the Securities of such series
         in respect of which moneys have been collected shall not have become
         and be then due and payable, to the payment of interest on the
         Securities of such series in default, in the order of the maturity of
         the installments of such interest, with interest (to the extent that
         such interest has been collected by the Trustee) upon the overdue
         installments of interest at the same rate as the rate of interest
         specified in such Securities, such payments to be made ratably to the
         persons entitled thereto, without discrimination or preference;

                  THIRD: In case the principal of the Securities of such series
         in respect of which moneys have been collected shall have become and
         shall be then due by declaration or otherwise, to the payment of the
         whole amount then owing and unpaid upon the Securities of such series
         for principal (and premium, if any) and interest, with interest upon
         the overdue principal (and premium, if any), and (to the extent that
         such interest has been collected by the Trustee) upon overdue
         installments of interest, at the same rate as the rate of interest
         specified in the Securities of such series; and in case such moneys
         shall be insufficient to pay in full the whole amount so due and unpaid
         upon the Securities of such series, then to the payment of such
         principal (and premium, if any) and interest or Yield to Maturity, as
         the case may be, without preference or priority of principal (and
         premium, if any) over interest, or Yield to Maturity, as the case may
         be, or of interest or Yield to Maturity, as the case may be, over
         principal (and premium, if any), or of any installment of interest over
         any other installment of interest, or of any Security of such series
         over any other Security, ratably to the aggregate of such principal
         (and premium, if any) and interest or Yield to Maturity.

          SECTION 6.04 No Holder of any Security of any series shall have any
right by virtue or by availing of any provision of this Indenture to institute
any action or proceedings at law or in equity or in bankruptcy or otherwise upon
or under or with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless such Holder previously
shall have given to the Trustee written notice of any Event of Default and


                                       30
<PAGE>   42

unless also the Holders of not less than twenty-five percent in aggregate
principal amount of the Securities of such series then outstanding shall have
made written request upon the Trustee to institute such action or proceedings in
its own name as trustee hereunder and shall have offered to the Trustee such
indemnity satisfactory to it against the costs, expenses and liabilities to be
incurred therein or thereby and the Trustee, for sixty days after its receipt of
such notice, request and offer of indemnity, shall have failed to institute any
such action or proceedings and no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Section 6.06; it being
understood and intended and being expressly covenanted by the taker and Holder
of every Security with every other taker and Holder and the Trustee that no one
or more Holders of Securities of any series shall have any right in any manner
whatever by virtue or by availing of any provision of this Indenture to affect,
disturb or prejudice the rights of any other Holder of Securities, or to obtain
or seek to obtain priority over or preference to any other such Holder, or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal, ratable and common benefit of all Holders of Securities of the
applicable series. For the protection and enforcement of the provisions of this
Section 6.04, each and every Holder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.

          Notwithstanding any other provision in this Indenture, however, the
right of any Holder of any Security to receive payment of the principal of and
interest on such Security, on or after the respective due dates expressed in
such Security, or to institute 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 6.05 All powers and remedies given by this Article Six to the
Trustee or to the Holders shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any thereof or of any other powers and remedies
available to the Trustee or the Holders, by judicial proceedings or otherwise,
to enforce the performance or observance of the covenants and agreements
contained in this Indenture, and no delay or omission of the Trustee or of any
Holder of any of the Securities in exercising any right or power accruing upon
any default occurring and continuing as aforesaid shall impair any such right or
power or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section 6.04, every
power and remedy given by this Article Six or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Holders.

         SECTION 6.06 The Holders of a majority in aggregate principal amount of
the Securities of each series affected (with each series voting as a separate
class) at the time outstanding shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee with respect to the
Securities of such series by this Indenture.

         In the case of any such waiver, the Company, the Trustee and the
Holders of the Securities shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

                                       31
<PAGE>   43

         Upon any such waiver, such default shall cease to exist and be deemed
to have been cured and not to have occurred for every purpose of this Indenture;
but no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon.

         SECTION 6.07 The Trustee shall, within ninety days after the occurrence
of a default, give to all Holders of any series, as the names and addresses of
such Holders appear on the Securities register, notice by mail of all defaults
known to the Trustee, which have occurred with respect to such series, unless
such defaults shall have been cured before the giving of such notice (the term
"default" or "defaults" for the purposes of this Section 6.07 being hereby
defined to be any event or events, as the case may be, specified in clauses (a),
(b), (c), (d), (e), (f), (g) and (h) of Section 6.01, not including periods of
grace, if any, provided for therein and irrespective of the giving of written
notice specified in clause (c) of Section 6.01; provided, that, except in the
case of a default in the payment of the principal of (or premium, if any) or
interest on any of the Securities of such series, the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the
executive committee, or a trust committee of directors and/or Responsible
Officers, of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of Securities of such series. The
Trustee shall not be deemed to have knowledge of any default hereunder unless a
Responsible Officer of the Trustee has actual knowledge of the default or the
Trustee receives written notice thereof.

         SECTION 6.08 All parties to this Indenture agree, and each holder of
any Security by his or her acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, 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, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section 6.08 shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group
of Holders of Securities of any series, holding in the aggregate more than ten
percent in principal amount of the Securities outstanding of such series, or, in
the case of any suit relating to or arising under clauses (c) and (h) of Section
6.01 (if the suit relates to Securities of more than one but less than all
series), ten percent in aggregate principal amount of Securities Outstanding
affected thereby, or in the case of any suit relating to or arising under
clauses (c) (if the suit relates to all the Securities then Outstanding), (f) or
(g) of Section 6.01, ten percent in aggregate principal amount of all Securities
Outstanding, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest on any Security on
or after the due date expressed in such Security.

                  SECTION 6.09 The Company covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any usury, stay or
extension law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of 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 covenant that it will not hinder, delay or impede
the execution of 



                                       32
<PAGE>   44

any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.


                                  ARTICLE SEVEN

                             CONCERNING THE TRUSTEE

         SECTION 7.01 With respect to the Holders of any series of Securities
issued hereunder, the Trustee, prior to the occurrence of an Event of Default
with respect to the Securities of a particular series and after the curing of
all Events of Default which may have occurred with respect to such series,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default has occurred (which has not
been cured), the Trustee shall exercise such of 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 his or her own affairs.

         No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that

                  (a) prior to the occurrence of an Event of Default with
         respect to the Securities of any series and after the curing of all
         Events of Default with respect to such series which may have occurred:

                           (1) the duties and obligations of the Trustee with
                  respect to the Securities of any series shall be determined
                  solely by the express provisions of this Indenture, and the
                  Trustee shall not be liable except for the performance of such
                  duties and obligations as are specifically set forth in this
                  Indenture, and no implied covenants or obligations shall be
                  read into this Indenture against the Trustee; and

                           (2) in the absence of bad faith on the part of the
                  Trustee, the Trustee may conclusively rely, as to the truth of
                  the statements and the correctness of the opinions expressed
                  therein, upon any certificates or opinions furnished to the
                  Trustee and conforming to the requirements of this Indenture;
                  but in the case of any such certificates or opinions which by
                  any provision hereof are specifically required to be furnished
                  to the Trustee, the Trustee shall be under a duty to examine
                  the same to determine whether or not they conform to the
                  requirements of this Indenture;

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

                                       33
<PAGE>   45

                  (c) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         direction of the Holders of not less than a majority in aggregate
         principal amount of Securities of all series at the time outstanding
         (determined as provided in Section 8.03) relating to the time, method
         and place of conducting any proceeding for any remedy available to the
         Trustee, or exercising any trust or power conferred upon the Trustee,
         under this Indenture.

         No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it.

         SECTION 7.02 Except as otherwise provided in Section 7.01:

                  (a) the Trustee may rely conclusively and shall be protected
         in acting or refraining from acting in reliance upon any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, bond, debenture or other paper or document believed by
         it to be genuine and to have been signed or presented by the proper
         party or parties;

                  (b) any request, direction, order, demand, notice or other
         communication of the Company mentioned herein shall be sufficiently
         evidenced by an instrument signed in the name of the Company by the
         Chairman of the Board of Directors or a Vice Chairman of the Board of
         Directors or the President or an Executive Vice President and the
         Secretary or an Assistant Secretary or the Chief Financial Officer,
         Treasurer or Assistant Treasurer (unless other evidence in respect
         thereof be herein specifically prescribed); and any resolution of the
         Board of Directors may be evidenced to the Trustee by a copy thereof
         certified by the Secretary or an Assistant Secretary of the Company;

                  (c) the Trustee may consult with counsel of its selection and
         the advice of such counsel or any Opinion of Counsel shall be full and
         complete authorization and protection in respect of any action taken,
         suffered or omitted by it hereunder in good faith and in accordance
         with such Opinion of Counsel;

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

                  (e) the Trustee shall not be liable for any action taken,
         suffered or omitted by it in good faith and believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Indenture;

                                       34
<PAGE>   46

                  (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, direction,
         consent, order, bond, debenture or other paper or document but the
         Trustee, in its discretion, may make such further inquiry or
         investigation into such facts or matters as it may see fit, and, if the
         Trustee shall determine to make such further inquiry or investigation,
         it shall be entitled to examine the books, records and premises of the
         Company, personally or by agent or attorney;

                  (g) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys and the Trustee shall not be responsible
         for any misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder; and

                  (h) the rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its right
         to be indemnified, are extended to, and shall be enforceable by, the
         Trustee in each of its capacities hereunder, and to each agent,
         custodian or other Person employed to act hereunder.

          SECTION 7.03 The recitals contained herein and in the Securities
(except in the certificates of authentication) shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for the correctness of
the same. The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Securities. The Trustee shall not be accountable for
the use or application by the Company of any of the Securities or of the
proceeds thereof.

          SECTION 7.04 The Trustee or the authenticating agent or any paying
agent or Security registrar, in its individual or any other capacity, may become
the owner or pledgee of Securities with the same rights it would have if it were
not Trustee, authenticating agent, paying agent or Security registrar.

          SECTION 7.05 Subject to the provisions of Section 11.04 hereof, all
moneys received by the Trustee shall, until used or applied as herein provided,
be held in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any moneys received by it hereunder
except such as it may agree in writing with the Company to pay thereon. So long
as no Event of Default shall have occurred and be continuing, all interest
allowed on any such moneys shall be paid from time to time upon the written
order of the Company, signed by its Chairman of the Board of Directors or a Vice
Chairman of the Board of Directors or its President or an Executive Vice
President or its Chief Financial Officer, Treasurer or Assistant Treasurer.

          SECTION 7.06 The Company covenants and agrees to pay to the Trustee
from time to time, and the Trustee shall be entitled to, such compensation as
shall be agreed to by the Company and the Trustee in writing (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust) and, except as otherwise expressly provided, the Company will pay
or reimburse the Trustee upon its request for all reasonable expenses,


                                       35
<PAGE>   47

disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the compensation and the
expenses and disbursements of its counsel and its agents) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
If any property other than cash shall at any time be subject to the lien of this
Indenture, the Trustee, if and to the extent authorized by a receivership or
bankruptcy court of competent jurisdiction or by the supplemental instrument
subjecting such property to such lien, shall be entitled but not required to
make advances for the purpose of preserving such property or of discharging tax
liens or other prior liens or encumbrances thereon and the Trustee shall be
entitled to reimbursement thereof. The Company also covenants to indemnify the
Trustee for, and to hold it harmless against, any and all damage, claims, loss,
liability or expense, including taxes, incurred without gross negligence or bad
faith on the part of the Trustee, arising out of or in connection with the
acceptance or administration of this trust, including the costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its duties hereunder. The obligations of the Company
under this Section 7.06 shall constitute additional indebtedness hereunder. Such
additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular
Securities.

          When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Sections 6.01(f) or Section 6.01(g), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.

         The provisions of this Section shall survive the termination of this
Indenture.

         SECTION 7.07 Except as otherwise provided in Section 7.01, whenever in
the administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, such matter (unless other evidence
in respect thereof be herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by a certificate signed by the Chairman of the Board of
Directors or a Vice Chairman of the Board of Directors or the President or an
Executive Vice President and by the Chief Financial Officer, Treasurer or
Assistant Treasurer of the Company and delivered to the Trustee and such
certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted by it under the provisions of this Indenture upon the faith thereof.

         SECTION 7.08 If the Trustee has or shall acquire any conflicting
interest within the meaning of the Trust Indenture Act of 1939, the Trustee
shall eliminate such interest or resign to the extent and in the manner provided
by and subject to the provisions of the Trust Indenture Act of 1939.

         SECTION 7.09 The Trustee for each series of Securities hereunder shall
at all times be a corporation organized and doing business under the laws of the
United States or of 



                                       36
<PAGE>   48

any State or Territory or of the District of Columbia authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least one hundred million dollars and being subject to supervision or
examination by Federal, State, Territorial, or District of Columbia authority.
If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section 7.09 the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 7.09, the Trustee shall resign immediately in the
manner and with the effect specified in Section 7.10.

         SECTION 7.10 (a) The Trustee may at any time resign with respect to one
or more of all series of Securities by giving written notice of resignation to
the Company. Upon receiving such notice of resignation the Company shall
promptly appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
within thirty days after the giving of such notice of resignation, the resigning
Trustee may, at the expense of the Company, petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Securityholder
who has been a bona fide holder of a Security or Securities of the applicable
series for at least six months may, subject to the provisions of Section 6.08,
on behalf of himself and all others similarly situated, petition any such court
for the appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

        (b) In case at any time any of the following shall occur--

                  (1) the Trustee of a series of Securities shall fail to comply
        with the provisions of subsection (a) of Section 7.08 after written
        request therefor by the Company or by any Securityholder who has been a
        bona fide holder of a Security or Securities of the applicable series
        for at least six months, or

                 (2) such Trustee shall cease to be eligible in accordance with
        the provisions of Section 7.09 and shall fail to resign after written
        request therefor by the Company or by any such Securityholder, or

                 (3) such Trustee shall become incapable of acting, or shall be
        adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its
        property shall be appointed, or any public officer shall take charge or
        control of the Trustee or of its property or affairs for the purpose of
        rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company may remove the Trustee of such series of
Security and appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee,
(ii) subject to the provisions of Section 6.08, any Securityholder who has been
a bona fide Holder of such series of Security for at least six months may, on
behalf 



                                       37
<PAGE>   49

of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee of such series of Securities and the
appointment of a successor trustee, or (iii) such Trustee may petition any court
of competent jurisdiction for the appointment of a successor trustee. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee.

         (c) The holders of a majority in aggregate principal amount of the
Securities of a series at the time outstanding may at any time remove the
Trustee of such series of Securities and nominate a successor trustee which
shall be deemed appointed as successor trustee unless within ten days after such
nomination the Company objects thereto, in which case the Trustee so removed or
any Securityholder of the same series, upon the terms and conditions and
otherwise as in subdivision (a) of this Section 7.10 provided, may petition, at
the expense of the Company, any court of competent jurisdiction for an
appointment of a successor trustee. If no successor trustee shall have been so
appointed and have accepted appointment within sixty days after the giving of
such notice of removal, the Trustee being removed may petition, at the expense
of the Company, any court of competent jurisdiction for the appointment of a
successor trustee with respect to the Securities of such series.


         (d) Any resignation or removal of the Trustee of any series of
Securities and any appointment of a successor trustee pursuant to any of the
provisions of this Section 7.10 shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 7.11.

         SECTION 7.11 Any successor trustee appointed as provided in Section
7.10 shall execute, acknowledge and deliver to the Company, and to its
predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee herein; but, nevertheless, on the written request of the
Company or of the successor trustee, the trustee ceasing to act shall, upon
payment of any amounts then due it pursuant to the provisions of Section 7.06,
execute and deliver an instrument transferring to such successor trustee all of
the rights and powers of the trustee so ceasing to act. Upon request of any such
successor trustee, the Company shall execute any and all instruments in writing
for more fully and certainly vesting in and confirming to such successor trustee
all such rights and powers. Any trustee ceasing to act shall, nevertheless,
retain a lien upon all property or funds held or collected by such trustee to
secure any amounts then due it pursuant to the provisions of Section 7.06.

         No successor trustee shall accept appointment as provided in this
Section 7.11 unless at the time of such acceptance such successor trustee shall
be qualified under the provisions of Section 7.08 and eligible under the
provisions of Section 7.09.

         Upon acceptance of appointment by a successor trustee of one or more
series of Securities as provided in this Section 7.11, the Company shall mail
notice of the succession of such trustee hereunder to all Holders of Securities
of such series as the names and addresses of 



                                       38
<PAGE>   50

such holders appear upon the Security register. If the Company fails to mail
such notice in the prescribed manner within ten days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be so mailed at the expense of the Company.

         SECTION 7.12 Any corporation into which the Trustee of any series of
Securities may be merged or converted or with which it may be consolidated, or
any corporation resulting from any merger, conversion or consolidation to which
the Trustee of such Securities shall be a party, or any corporation succeeding
to all or substantially all the corporate trust business of the Trustee, shall
be the successor of such Trustee hereunder, provided such corporation shall be
qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

         SECTION 7.13 If and when the Trustee shall be or become a creditor of
the Company (or any other obligor upon the Securities), the Trustee shall be
subject to the provisions of the Trust Indenture Act of 1939 regarding the
collection of claims against the Company (or any such other obligor).

         SECTION 7.14 As long as any of the Securities remain outstanding, there
may be one or more authenticating agents appointed by the Trustee of the
Securities of such series to act on its behalf and subject to its direction in
connection with the authentication of the Securities of such series as set forth
in Articles Two and Three. For all purposes of this Indenture, the
authentication and delivery of Securities by any authenticating agent pursuant
to this Section shall be deemed to be authentication and delivery of such
Securities "by the Trustee." Each such authenticating agent shall at all times
be a corporation organized and doing business under the laws of the United
States or of any State or Territory or of the District of Columbia authorized
under such laws to act as authenticating agent, having a combined capital and
surplus of at least ten million dollars, and being subject to supervision or
examination by Federal, State, Territorial, or District of Columbia authority
and shall be satisfactory to the Company. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 7.14, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.

         Any corporation into which an authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any authenticating agent
shall be a party, or any corporation succeeding to all or substantially all the
corporate agency business of any authenticating agent, shall continue to be the
authenticating agent without the execution or filing of any paper or any further
act on the part of the Trustee of Securities of such series or the
authenticating agent.

         Any authenticating agent may at any time resign by giving written
notice of resignation to the Trustee of the Securities of such series and to the
Company. Such Trustee may at any time terminate the agency of any authenticating
agent by giving written notice of termination to such authenticating agent, to
the Company. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any authenticating agent shall cease to be
eligible in 

                                       39
<PAGE>   51

accordance with the provisions of this Section 7.14, the Trustee promptly shall
appoint a successor authenticating agent, if the terms of this Section 7.14
require that there shall be an authenticating agent, shall give written notice
of such appointment to the Company and shall mail notice of such appointment to
all Holders of Securities of such series as the names and addresses of such
Holders appear upon the Securities register. Any successor authenticating agent
upon acceptance of its appointment hereunder shall become vested with all the
rights, powers, duties and responsibilities of its predecessor hereunder, with
like effect as if originally named as authenticating agent herein. No successor
authenticating agent shall be appointed unless eligible under the provisions of
this Section 7.14.

         The Company agrees to pay to the authenticating agent from time to time
reasonable compensation for its services.



                                  ARTICLE EIGHT

                         CONCERNING THE SECURITYHOLDERS

         SECTION 8.01 (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by a specified percentage in principal amount of the Securityholders of any or
all series may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such specified percentage of
Securityholders in person or by agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee, and, where it is
hereby expressly required, to the Company. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Sections 7.01 and 7.02) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
section.

         (b) Subject to the provisions of Sections 7.01 and 7.02, the execution
of any instrument by a Securityholder or his or her agent or proxy may be proved
in accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee.

         (c) The holding of Securities shall be proved by the Security register
or by a certificate of the registrar thereof.

         SECTION 8.02 The Company, the Trustee, any authenticating agent, any
paying agent and any Securities registrar may deem and treat the person in whose
name any Security shall be registered upon the Securities register as the
absolute owner of such Security (whether or not such Security shall be overdue
and notwithstanding any notation of ownership or other writing thereon) for the
purpose of receiving payment of or on account of the principal of (and premium,
if any) and, subject to the provisions of this Indenture, interest on such
Security and for all other purposes; and neither the Company nor the Trustee nor
any authenticating agent nor any paying agent nor any Security registrar shall
be affected by any notice to the contrary. All such 

                                       40

<PAGE>   52

payments so made to any such person, or upon his order, shall be valid, and, to
the extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Security.

         None of the Company, the Trustee or any agent of the Company or the
Trustee shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a
Security in global form, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests. Notwithstanding the
foregoing, with respect to any Security in global form, nothing herein shall
prevent the Company or the Trustee, or any agent of the Company or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by any Depositary (or its nominee) as a Holder, with respect to such
Security in global form or impair, as between such Depositary and owners of
beneficial interests in such Security in global form, the operation of customary
practices governing the exercise of the rights of such Depositary (or its
nominee) as Holder of such Security in global form.


         SECTION 8.03 In determining whether the Holders of the requisite
aggregate principal amount of Securities of any or all series have concurred in
any demand or request, the giving of any notice, direction, consent or waiver or
the taking of any other action under this Indenture, Securities which are owned
by the Company or any other obligor on the Securities or by any person directly
or indirectly controlling or controlled by or under direct or indirect common
control with the Company or any other obligor on the Securities shall be
disregarded and deemed not to be outstanding for the purpose of any such
determination except that for the purpose of determining whether the Trustee
shall be protected in relying on any such demand, request, notice, direction,
consent or waiver only Securities which a Responsible Officers of the Trustee
actually knows are so owned shall be so disregarded.

         SECTION 8.04 At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 8.01, of the taking of any action by the Holders
of the percentage in aggregate principal amount of the Securities of any or all
series, as the case may be, specified in this Indenture in connection with such
action, any holder of a Security the serial number of which is shown by the
evidence to be included in the Securities the Holders of which have joined in
such action may, by filing written notice with the Trustee at its office and
upon proof of ownership as provided in Section 8.01, revoke such action so far
as concerns such Security. Except as aforesaid any such action taken by the
Holder of any Security shall be conclusive and binding upon such Holder and upon
all future Holders and owners of such Security and of any Security issued upon
the transfer thereof or in exchange or substitution therefor, irrespective of
whether or not any notation in regard thereto is made upon such Security. Any
action taken by the Holders of the percentage in aggregate principal amount of
the Securities of any or all series, as the case may be, specified in this
Indenture in connection with such action shall be conclusively binding upon the
Company, the Trustee and the Holders of all the Securities affected by such
action.


                                  ARTICLE NINE

                                       41
<PAGE>   53

                             SUPPLEMENTAL INDENTURES

         SECTION 9.01 The Company, when authorized by the resolutions of its
Board of Directors, and the Trustee may from time to time and at any time enter
into an indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act of 1939 as in force at the date of
execution of such supplemental indenture) for one or more of the following
purposes:

                  (a) to evidence the succession of another corporation to the
         Company, or successive successions, and the assumption by the successor
         corporation of the covenants, agreements and obligations of the Company
         pursuant to Article Ten hereof;

                  (b) to add to the covenants of the Company such further
         covenants, restrictions, conditions or provisions as the Board of
         Directors of the Company and the Trustee shall consider to be for the
         protection of the Holders of Securities, and to make the occurrence, or
         the occurrence and continuance, of a default in any of such additional
         covenants, restrictions, conditions or provisions a default or an Event
         of Default permitting the enforcement of all or any of the several
         remedies provided in this Indenture; provided, however, that in respect
         of any such additional covenant, restriction, condition or provision
         such supplemental indenture may provide for a particular period of
         grace after default (which period may be shorter or longer than that
         allowed in the case of other defaults) or may provide for an immediate
         enforcement upon such default or may limit the remedies available to
         the Trustee upon such default or may limit the right of the holders of
         a majority in aggregate principal amount of the Securities to waive
         such default;

                  (c) to provide for the issuance under this Indenture of
         Securities in bearer form (including Securities registrable as to
         principal only) and to provide for exchangeability of such Securities
         with the Securities of the same series issued hereunder in fully
         registered form and to make all appropriate changes for such purposes;

                  (d) to cure any ambiguity or to correct or supplement any
         provision contained herein or in any supplemental indenture which may
         be defective or inconsistent with any other provision contained herein
         or in any supplemental indenture, to convey, transfer, assign, mortgage
         or pledge any property to or with the Trustee or to make such other
         provisions in regard to matters or questions arising under this
         Indenture as shall not adversely affect the interests of the Holders of
         the Securities; and

                  (e) to establish the form or terms of Securities of any series
         as permitted by Sections 2.01, 2.02 or 2.07.

         The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee shall not be obligated to enter into any such 

                                       42
<PAGE>   54

supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

         Any supplemental indenture authorized by the provisions of this Section
9.01 may be executed by the Company and the Trustee without the consent of the
Holders of any of the Securities at the time outstanding.

SECTION 9.02 With the consent (evidenced as provided in Section 8.01) of the
Holders of not less than 66 2/3% in aggregate principal amount of the Securities
at the time Outstanding, the Company, when authorized by resolutions of its
Board of Directors, and the Trustee may from time to time and at any time enter
into an indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act of 1939 as in force at the date of
execution of such supplemental indenture) for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture; PROVIDED, HOWEVER, that without
the consent of the Holder of each Outstanding Security affected thereby, a
supplemental indenture under this Section may not:

                  (a) change the stated maturity of the principal of, or
         premium, if any, on, or any installment of principal of or premium, if
         any, or rate of interest, if any, on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon or any premium
         payable upon the redemption, repurchase or repayment thereof, or change
         the manner in which the amount of any principal thereof or premium, if
         any, or rate of interest, if any, thereon is determined or reduce the
         amount of the principal of any Original Issue Discount Security that
         would be due and payable upon a declaration of acceleration of the
         maturity thereof pursuant to Section 6.02, or change the place of
         payment where, or impair the right to institute suit for the
         enforcement of any such payment on or after the stated maturity thereof
         (or, in the case of redemption, on or after the redemption date);

                  (b) reduce the percentage in principal amount of the
         Outstanding Securities of such series affected thereby, the consent of
         whose Holders is required for any such supplemental indenture, or the
         consent of whose Holders is required for any waiver (of compliance with
         certain provisions of this Indenture or certain defaults hereunder and
         their consequences) provided for in this Indenture;

                  (c) waive a default in the payment of principal of, premium,
         if any, or interest, if any, on, any Security of such series;

                  (d) change any obligation of the Company to maintain an office
         or agency in the places and for the purposes specified in Section 4.02;
         or

                  (e) make any change in Section 6.01 or this Section except to
         increase any percentage or to provide that certain other provisions of
         this Indenture cannot be modified or waived without the consent of the
         Holders of each Outstanding Security of such series affected thereby,
         except in circumstances beneficial to the Holders.

                                       43
<PAGE>   55

         Upon the request of the Company, accompanied by a copy of resolutions
of its Board of Directors certified by the Secretary or an Assistant Secretary
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion but shall not be obligated to enter into
such supplemental indenture.

         It shall not be necessary for the Securityholders under this Section
9.02 to consent to the particular form of any proposed supplemental indenture,
but it shall be sufficient if they consent to the substance thereof.

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 9.02, the
Company shall mail a notice, setting forth in general terms the substance of
such supplemental indenture, to all Holders of Notes as the names and addresses
of such holders appear upon the Note register. Any failure of the Company to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture.

         SECTION 9.03 Upon the execution of any supplemental indenture pursuant
to the provisions of this Article Nine, this Indenture shall be and be deemed to
be modified and amended in accordance therewith and the respective rights,
limitation of rights, obligations, duties and immunities under this Indenture of
the Trustee, the Company and the Holders of Securities of each series shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

         The Trustee, subject to the provisions of Sections 7.01 and 7.02, may
receive an Opinion of Counsel as conclusive evidence that any such supplemental
indenture complies with the provisions of this Article Nine.

         SECTION 9.04 Securities authenticated and delivered after the execution
of any supplemental indenture pursuant to the provisions of this Article Nine
may bear a notation in form approved by the Trustee for such series as to any
matter provided for in such supplemental indenture. New Securities of any series
so modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any modification or amendment of this Indenture contained in any
such supplemental indenture may be prepared and executed by the Company,
authenticated by the Trustee or by the authenticating agent on its behalf and
delivered in exchange for the Securities then outstanding.

         Every amendment to this Indenture or the Securities of one or more
series shall be set forth in an Officer's Certificate or supplemental indenture
that complies with the Trust Indenture Act as then in effect.


                                   ARTICLE TEN


                                       44
<PAGE>   56
\
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

         SECTION 10.01 Nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation of the Company with, or merger of the
Company into, any other corporation or corporations (whether or not affiliated
with the Company), or successive consolidations or mergers to which the Company
or its successor or successors shall be a party or parties, or shall prevent any
sale or conveyance of the property of the Company as an entirety or
substantially as an entirety to any other corporation (whether or not affiliated
with the Company) authorized to acquire and operate the same; PROVIDED, HOWEVER,
and the Company hereby covenants and agrees, that:

                  (a) upon any such consolidation, merger, sale or conveyance,
         the due and punctual payment of the principal of (and premium, if any)
         and interest on all of the Securities according to their tenor, and the
         due and punctual performance and observance of all of the covenants and
         conditions of this Indenture to be performed or observed by the
         Company, shall be expressly assumed, by supplemental indenture
         satisfactory in form to the Trustee, executed and delivered to the
         Trustee by the corporation formed by such consolidation, or into which
         the Company shall have been merged, or which shall have acquired such
         property;

                  (b) immediately after giving effect to such transaction, no
         Event of Default, and no event which, after notice of lapse of time, or
         both, would become an Event of Default, shall have happened and be
         continuing; and

                  (c) the corporation formed by such consolidation or into which
         the Company is merged or the person which acquires by conveyance or
         transfer the properties and assets of the Company substantially as an
         entirety shall be a corporation organized and existing under the laws
         of the United States of America or any State thereof or the District of
         Columbia.

         SECTION 10.02 In case of any such consolidation, merger, sale or
conveyance, and following such an assumption by the successor corporation, such
successor corporation shall succeed to and be substituted for the Company, with
the same effect as if it had been named herein.

         Such successor corporation may cause to be signed, and may issue either
in its own name or in the name of the Company prior to such succession, any or
all of the Securities issuable pursuant to the provisions of Section 2.01 which
theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor corporation instead of the
Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed by the officers of the
Company and delivered to the Trustee for authentication pursuant to such
provisions and any Securities which such successor corporation thereafter shall
cause to be signed and such successor corporation shall cause to be delivered to
the Trustee on its behalf for that purpose pursuant to such provisions. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or 

                                       45
<PAGE>   57

thereafter issued in accordance with the terms of this Indenture as though all
of such Securities had been issued at the date of the execution hereof.

         In case of any such consolidation, merger, sale or conveyance, such
changes in phraseology and form may be made in the Securities thereafter to be
issued as may be appropriate.

         Nothing contained in this Indenture or in any of the Securities shall
prevent the Company from merging into itself any other corporation (whether or
not affiliated with the Company) or acquiring by purchase or otherwise all or
any part of the property of any other corporation (whether or not affiliated
with the Company).

         SECTION 10.03 The Trustee, subject to the provisions of Sections 7.01
and 7.02, may receive an Opinion of Counsel as conclusive evidence that any
consolidation, merger, sale or conveyance and any such assumption complied with
the provisions of this Article Ten.



                                 ARTICLE ELEVEN

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                                UNCLAIMED MONEYS

         SECTION 11.01 If at any time (a) the Company shall have delivered to
the Trustee cancelled or for cancellation all Securities theretofore
authenticated (other than any Securities of such series which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 2.11), or (b) the Company shall deposit or cause to be deposited with
the Trustee as trust funds, money or U.S. Government Obligations in an amount
sufficient to pay all principal (and premium, if any) and interest and any other
sums due or to become due to the date of maturity or redemption of such
Securities but excluding, however, the amount of any moneys for the payment of
principal of (and premium, if any) or interest on the Securities of such series
(1) theretofore deposited with the Trustee and repaid by the Trustee to the
Company in accordance with the provisions of Section 11.04, or (2) paid to any
State or to the District of Columbia pursuant to its unclaimed property or
similar laws, and if in either case the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company, then this Indenture shall
cease to be of further effect (except as to (i) the provisions applicable to
transfers and exchange of the Securities of such series or (ii) the rights of
Holders to receive payments of principal thereof and interest thereon, and
remaining rights of the Holders to receive mandatory sinking fund payments, if
any) and the Trustee, on demand of and at the cost and expense of the Company,
shall execute proper instruments acknowledging satisfaction of and discharging
this Indenture, PROVIDED that in the case of a discharge pursuant to clause (b),
the Company has delivered to the Trustee an opinion of a nationally recognized
independent tax counsel to the Company experienced in such matters to the effect
that the Holders will not recognize income, gain or loss for U.S. federal income
tax purposes as a result of the deposit and discharge pursuant to clause (b) and
will be subject to U.S. federal income tax on the same amount, in the same
manner and at the same times as would have been the case if such deposit and
discharge had not occurred. The Company agrees to reimburse the Trustee for any
costs or expenses thereafter reasonably and properly incurred by the Trustee in
connection with this Indenture or the Securities of such series.

         SECTION 11.02 All moneys deposited with the Trustee pursuant to Section
11.01 shall be held in trust and applied by it to the payment, either directly
or through any paying agent 

                                       46
<PAGE>   58

(including the Company acting as its own paying agent), to the Holders of the
particular Securities of such series for the payment of which such moneys have
been deposited with the Trustee, of all sums due and to become due thereon for
principal (and premium, if any) and interest.

         SECTION 11.03 In connection with the satisfaction and discharge of this
Indenture all moneys then held by any paying agent under the provisions of this
Indenture shall, upon demand of the Company, be repaid to it or paid to the
Trustee and thereupon such paying agent shall be released from all further
liability with respect to such moneys.

         SECTION 11.04 Any moneys deposited with or paid to the Trustee or any
paying agent pursuant to any provision of this Indenture for payment of the
principal of (and premium, if any) or interest on any Security of any series and
not applied but remaining unclaimed by the Holders of the Securities of such
series for two years after the date upon which the principal of (and premium, if
any) or interest on such Securities, as the case may be, shall have become due
and payable, shall be repaid to the Company by the Trustee or such paying agent
on demand; and the Holder of any of the Securities of such series shall
thereafter look only to the Company for any payment which such holder may be
entitled to collect.


                                 ARTICLE TWELVE

                    IMMUNITY OF INCORPORATORS, SHAREHOLDERS,
                        OFFICERS, DIRECTORS AND EMPLOYEES

         SECTION 12.01 No recourse under or upon any obligation, covenant or
agreement of this Indenture, or of any Security of any series, or for any claim
based thereon or otherwise in respect thereof, shall be had against any
incorporator, shareholder, officer, director or employee, as such, past, present
or future, of the Company or any successor corporation, either directly or
through the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issue of the Securities.


                                ARTICLE THIRTEEN

                            MISCELLANEOUS PROVISIONS

         SECTION 13.01 All the covenants, stipulations, promises and agreements
in this Indenture contained by or in behalf of the Company shall bind its
successors and assigns, whether so expressed or not.

         SECTION 13.02 Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and
effect by the like board, 


                                       47
<PAGE>   59


committee or officer of any corporation that shall at the time be the lawful
sole successor of the Company.

         SECTION 13.03 The Company by instrument in writing executed by
authority of two-thirds of its Board of Directors and delivered to the Trustee
may surrender any of the powers or rights reserved to the Company and thereupon
such power or right so surrendered shall terminate as to the Company and as to
any successor corporations.

         SECTION 13.04 Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the Holders of Securities to or on the Company maybe given or served by being
deposited postage prepaid in a post office letter box addressed as follows:
Chief Financial Officer, Cincinnati Bell Inc., 201 East Fourth Street,
Cincinnati, Ohio 45202. Any notice, direction, request or demand by any
Securityholder to or upon the Trustee shall be deemed to have been sufficiently
given or made for all purposes if given or made in writing at the principal
corporate trust office of the Trustee.

         SECTION 13.05 Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such document is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

         Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include: (1) a statement that the person
making such certificate or opinion has read such covenant or condition; (2) 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; (3) a statement that, in the opinion of such person, 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 (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

         SECTION 13.06 If the date of maturity of interest on or principal (and
premium, if any) of the Securities of any series shall not be a Business Day,
then payment of interest or principal (and premium, if any) need not be made on
such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on the date of maturity, and no interest shall
accrue for the period after such date.

         SECTION 13.07 If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with any provision included in this Indenture
which is required to be included in this Indenture by any of Section 310 to 317,
inclusive, of the Trust Indenture Act of 1939, such required provision shall
control.

                                       48
<PAGE>   60

         SECTION 13.08 This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

         SECTION 13.09 This Indenture and each Security shall be governed by and
construed in accordance with the laws of the State of New York without regard to
conflicts of law principles thereof. This Indenture is subject to the Trust
Indenture Act and if any provision hereof limits, qualifies or conflicts with
any provision of the Trust Indenture Act, which is required under such Act to be
a part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case
may be. Whether or not this Indenture is required to be qualified under the
Trust Indenture Act, the provisions of the Trust Indenture Act required to be
included in an indenture in order for such indenture to be so qualified shall be
deemed to be included in this Indenture with the same effect as if such
provisions were set forth herein and any provisions hereof that may not be
included in an indenture that is so qualified shall be deemed to be deleted or
modified to the extent such provisions would be required to be deleted or
modified in an indenture so qualified.

         SECTION 13.10 In case any provision of this Indenture or the Securities
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 13.11 The Registrar, Paying Agent or Tender Agent may make
reasonable rules for their respective functions.


         The Bank of New York hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.

         IN WITNESS WHEREOF, CINCINNATI BELL INC. has caused this Indenture to
be signed and acknowledged by its Chairman, its President, one of its Executive
Vice Presidents or its Chief Financial Officer or its Treasurer and THE BANK OF
NEW YORK has caused this Indenture to be signed and acknowledged by one of its
Vice Presidents. Executed and delivered as of the day and year first written
above.

                                          CINCINNATI BELL INC.

                                          By______________________________
                                            Date___________________, 1998

                                          THE BANK OF NEW YORK


                                          By______________________________
                                            Date___________________, 1998


                                       49
<PAGE>   61


                                   APPENDIX A

                                 [FORM OF NOTE]

                                     [FACE]

NO. _________________                                          $_______________

                              CINCINNATI BELL INC.
                                                               CUSIP NO.________
                             _____ YEAR ____% NOTE,
                                DUE _____________

         CINCINNATI BELL INC., an Ohio corporation (herein referred to as the
"Company"), for value received, hereby promises to pay to , or registered
assigns, at the office or agency of the Company in the City of Cincinnati, State
of Ohio, or at the option of the registered holder, at the office or agency of
the Company in the Borough of Manhattan, The City of New York, State of New
York, the principal sum of ____________ dollars on ___________________in such
coin or currency of the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts, and to pay
interest, on said principal sum at the rate per annum specified in the title of
this Note, at either of said offices or agencies, in like coin or currency,
until payment of said principal sum has been made or duly provided for;
provided, however, that payment of interest may be made at the option of the
Company by check mailed to the address of the person entitled thereto at such
address as it shall appear on the Note register. Interest will be computed on
the basis of a 360-day year of twelve 30-day months.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.

                                       A-1

<PAGE>   62

         This Note shall not be valid or become obligatory for any purpose until
the appropriate certificate of authentication hereon shall have been executed by
or on behalf of the Trustee under the Indenture referred to on the reverse
hereof.

         IN WITNESS WHEREOF, Cincinnati Bell Inc. has caused this Instrument to
be signed by its duly authorized officers, by a facsimile of each of their
signatures, and has caused a facsimile of its corporate seal to be affixed
hereunto or imprinted hereon.



                                            CINCINNATI BELL INC.


                                            By_________________________________
                                                                     President

                                            ___________________________________
                                                  Chief Financial Officer


                                      A-2
<PAGE>   63


                     [FORM OF CERTIFICATE OF AUTHENTICATION]


         This is one of Securities of the series designated herein and referred
to in the within-mentioned Indenture.

                                        THE BANK OF NEW YORK,
                                            As Trustee,


                                        By_________________________________
                                            Authorized Signatory

                [FORM OF ALTERNATE CERTIFICATE OF AUTHENTICATION]


         This is one of Securities of the series designated herein and referred
to in the within-mentioned Indenture.


                                        THE BANK OF NEW YORK,
                                           As Trustee,


                                        By________________________________
                                                 Authenticating Agent


                                        By________________________________
                                                 Authorized Signature


                                 [FORM OF NOTE]

                                    [REVERSE]


                              CINCINNATI BELL INC.

                             ____ YEAR _____% NOTE,
                             DUE __________________

          This Note is one of a duly authorized issue of Notes of the Company,
designated as set forth on the face hereof (herein referred to as the "Notes"),
limited to the aggregate principal amount of $________________, all issued or to
be issued under and pursuant to an indenture dated as of _________________
(herein referred to as the "Indenture"), duly executed and


                                      A-3
<PAGE>   64

delivered by the Company and The Bank of New York, as Trustee (herein referred
to as the "Trustee"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders (the words "holders" or "holder" meaning the registered holders or
registered holder) of the Notes.

         In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.

         The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than 66 2/3% in aggregate
principal amount of the Notes at the time outstanding, evidenced as in the
Indenture provided, to execute supplemental indentures adding any provisions to
or changing in any manner or eliminating any of the provisions of the Indenture
or of any supplemental indenture or modifying in any manner the rights of the
holders of the Notes; provided, however, that no such supplemental indenture
shall (i) extend the fixed maturity of any Notes, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon,
or reduce any premium payable upon the redemption thereof without the consent of
the holder of each Note so affected, or (ii) reduce the aforesaid percentage of
Notes, the consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of all Notes then outstanding. It
is also provided in the Indenture that the holders of a majority in aggregate
principal amount of the Notes at the time outstanding may on behalf of the
holders of all of the Notes waive any past default under the Indenture and its
consequences, except a default in the payment of the principal of (or premium,
if any) or interest on any of the Notes. Any such consent or waiver by the
holder of any Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Note and of any Note issued upon the transfer thereof or in exchange or
substitution therefor, irrespective of whether or not any notation of such
consent or waiver is made upon such Note or such other Note.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the places, at the respective times, at the rate and in
the coin or currency herein prescribed.

         The Notes are issuable as registered Notes without coupons in
denominations of $1,000 and any integral multiple of $1,000. At either of the
offices or agencies of the Company referred to on the face hereof and in the
manner and subject to the limitations provided in the Indenture, Notes may be
exchanged without a service charge for a like aggregate principal amount of
Notes of other authorized denominations.

         The Notes may be represented by one or more global Notes deposited with
the Depository Trust Company ("DTC") and registered in the name of the nominee
of DTC, with certain limited exceptions. So long as DTC or any successor
depository or its nominee is the registered Holder of a global Note, DTC, such
depository or such nominee, as the case may be, will be considered 

                                      A-4
<PAGE>   65


to be the sole Holder of the Notes for all purposes of the Indenture. Except as
provided below, an owner of a beneficial interest in a global Note will not be
entitled to have Notes represented by such global Note registered in such
owner's name, will not receive or be entitled to receive physical delivery of
the Notes in certificated form and will not be considered the owner or Holder
thereof under the Indenture. Each person owning a beneficial interest in a
global Note must rely on DTC's procedures and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a Holder under the Indenture. If the
Company requests any action of Holders or if an owner of a beneficial interest
in a global Note desires to take any action that a Holder is entitled to take
under the Indenture, DTC will authorize the participants holding the relevant
beneficial interests to give or take such action, and such participants will
otherwise act upon the instructions of beneficial owners holding through them.

         If at any time DTC notifies the Company that it is unwilling or unable
to continue as depository for the global Note or Notes or if at any time DTC
ceases to be a clearing agency registered under the Securities Exchange Act of
1934, as amended, if so required by applicable law or regulation, the Company
shall appoint a successor depository with respect to such global Note or Notes.
If a successor depository for such global Note or Notes is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such unwillingness, inability or ineligibility or the Company, in its sole
discretion, determines at any time that all Outstanding Notes (but not less than
all) issued or issuable in the form of one or more global Notes shall no longer
be represented by such global Notes, then the Company shall execute, and the
Trustee shall authenticate and deliver, definitive Notes of like series, rank,
tenor and terms in definitive form in an aggregate principal amount equal to the
principal amount of such global Note or Notes. If any beneficial owner of an
interest in a permanent global Note is otherwise entitled to exchange such
interest for Notes of such series and of like tenor and principal amount of
another authorized form and denomination, as contemplated by the Indenture and
provided that any applicable notice provided in the permanent global Note shall
have been given then the Company shall execute, and the Trustee shall
authenticate and deliver, definitive Notes in aggregate principal amount equal
to the principal amount of such beneficial owner's interest in such permanent
global Note.

         Upon the exchange of a Note in global form for Notes in certificated
form, such Note in global form shall be canceled by the Trustee. Notes in
certificated form issued in exchange for a Note in global form shall be
registered in such names and in such authorized denominations as the Depositary
for such Note in global form, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Notes to the Persons in whose names such Notes are so
registered.

         None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in this Note in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
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 any depository,
as a Holder, with respect to this Note in global 

                                      A-5
<PAGE>   66



form or impair, as between such depository and owners of beneficial interests in
such global Note, the operation of customary practices governing the exercise of
the rights of such depository (or its nominee) as Holder of such global Note.



         No recourse shall be had for the payment of the principal of (or
premium, if any) or the interest on this Note or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer,
director or employee, as such, past, present or future, of the Company or of any
successor corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

         This Note shall be deemed a contract made under the laws of the State
of New York and for all purposes shall be governed by and construed in
accordance with the laws of said State.

                              [END OF FORM OF NOTE]





                                      A-6

<PAGE>   1
                                                                      Exhibit 4B



                       CINCINNATI BELL TELEPHONE COMPANY,
                                     ISSUER


                              CINCINNATI BELL INC.,
                                    GUARANTOR

                                       AND

                              THE BANK OF NEW YORK,
                                     TRUSTEE


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

                                    INDENTURE

                         Dated As Of [Date of Indenture]

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


                        Cincinnati Bell Telephone Company

                           Guaranteed Debt Securities

                     Guaranteed as to Payment of Principal,
                        Premium, if any, and Interest by
                              Cincinnati Bell Inc.



<PAGE>   2


                             CROSS REFERENCE SHEET*

                                     between

the provisions of Sections 310 through 318(a) of the Trust Indenture Act of
1939, as amended, and the Indenture dated as of [Date of Indenture], between
Cincinnati Bell Telephone Company, Issuer, Cincinnati Bell Inc., Guarantor, and
The Bank of New York, Trustee:

<TABLE>
<CAPTION>
         Section of Act                                       Section of Indenture
         --------------                                       --------------------

<S>      <C>                                                  <C>       
         310(a)(1), (2) and (5)...............................4.04 and 7.09
         310(a)(3) and (4)....................................Not Applicable
         310(b)...............................................4.04, 7.08 and 7.10(b)
         310(c)...............................................Not Applicable
         311(a) and (b).......................................7.13
         311(c)...............................................Not Applicable
         312(a)...............................................5.01 and 5.02(a)
         312(b) and (c).......................................5.02(b) and (c)
         313(a)...............................................5.04(a)
         313(b)(1)............................................Not Applicable
         313(b)(2)............................................5.04(b)
         313(c)...............................................5.04(c)
         313(d)...............................................5.04(d)
         314(a)...............................................5.03
         314(b)...............................................Not Applicable
         314(c)(1) and (2)....................................15.05
         314(c)(3)............................................Not Applicable
         314(d)...............................................Not Applicable
         314(e)...............................................15.05
         314(f)...............................................Not Applicable
         315(a), (c) and (d)..................................7.01
         315(b)...............................................6.07
         315(e)...............................................6.08
         316(a)(1)............................................6.01 and 6.06
         316(a)(2)............................................Omitted
         316(a) last sentence.................................8.03
         316(b)...............................................6.04
         316(c)...............................................Omitted
         317(a)...............................................6.02
         317(b)...............................................4.05(a)
         318(a)...............................................15.07
</TABLE>

*This cross reference sheet is not part of the Indenture.


<PAGE>   3



                              TABLE OF CONTENTS*


<TABLE>
<S>                                                                                <C>
PARTIES                                   .........................................
RECITALS:
         Purpose of Indenture             .........................................
         Compliance with legal requirements......................................................
</TABLE>

                                   ARTICLE ONE

                                   DEFINITIONS

<TABLE>
<CAPTION>
SECTION 1.01          Certain terms defined; other terms defined in
                             Trust Indenture Act of 1939, as amended, or by
                             reference therein in Securities Act of 1933, as
                             amended, to have meanings therein assigned

<S>                                                                                             <C>
                      Authenticating Agent.......................................................
                      Board of Directors  .......................................................
                      Business Day        .......................................................
                      Company             .......................................................
                      Event of Default    .......................................................
                      Guarantees          .......................................................
                      Guarantor           .......................................................
                      Holder              .......................................................
                      Indebtedness        .......................................................
                      Indenture           .......................................................
                      Interest            .......................................................
                      Officers' Certificate......................................................
                      Opinion of Counsel  .......................................................
                      Original Issue Date .......................................................
                      Original Issue Discount Securities.........................................
                      Outstanding         .......................................................
                      Payment Blockage Notice ...................................................
                      Person              .......................................................
                      Principal           .......................................................
                      Principal Corporate Trust Office of the Trustee............................
                      Record Date         .......................................................
                      Representative ............................................................
                      Responsible Officer .......................................................
                      Security            .......................................................
                      Securities Registrar.......................................................
                      Senior Indebtedness of the Guarantor.......................................
                      Trustee             .......................................................
                      Trust Indenture Act of 1939................................................
                      Yield to Maturity   .......................................................
</TABLE>

*The Table of Contents comprising pages i to x, inclusive is not part of the
Indenture


                                       i
<PAGE>   4



                                   ARTICLE TWO

             ISSUE, DESCRIPTION, EXECUTION, REGISTRATION, TRANSFER,
                      GUARANTEE AND EXCHANGE OF SECURITIES

<TABLE>
<S>                   <C>                                                                        <C>
SECTION 2.01          Designation, amount, authentication and
                             delivery of Securities..............................................
SECTION 2.02          Form of Security and forms of certificates of
                             authentication......................................................
SECTION 2.03          Form of Trustee's certificate of
                             authentication......................................................
SECTION 2.04          Form of Authenticating Agent's alternate
                             certificate of authentication.......................................
SECTION 2.05          Securities in Global Form..................................................
SECTION 2.06          Form of Legend on Securities in Global Form................................
SECTION 2.07          Amount unlimited; issuable in series ......................................
SECTION 2.08          Authentication and delivery of Securities..................................
SECTION 2.09          Denominations of Securities................................................
                      Date of Securities; date from which interest
                             accrues; record date................................................
                      Record date as affecting payment of interest...............................
SECTION 2.10          Execution and authentication of Securities.................................
SECTION 2.11          Exchanges of Securities....................................................
                      Registration of transfer of Securities.....................................
                      Securities to be endorsed or accompanied by
                             instruments of transfer.............................................
                      Charges upon exchange or transfer of Securities............................
                      Restrictions on Issue, registration of
                             transfer or exchange at time of redemption..........................
                      Depositary for Global Securities...........................................
SECTION 2.12          Temporary Securities, if any...............................................
SECTION 2.13          Mutilated, destroyed, lost or stolen Securities............................
SECTION 2.14          Cancellation of surrendered Securities.....................................
SECTION 2.15          Provisions of the Indenture and Securities for
                             the sole benefit of the parties and the
                             Securityholders.....................................................
SECTION 2.16          Subordinated Guarantee of Payment..........................................
SECTION 2.17          CUSIP Numbers

</TABLE>


                                  ARTICLE THREE

                            REDEMPTION OF SECURITIES

<TABLE>
<S>                   <C>
SECTION 3.01          Redemption prices of Securities............................................
SECTION 3.02          Giving of notice of redemption;
</TABLE>


                                       ii
<PAGE>   5

<TABLE>
<S>                   <C>                                                                        <C>
                      election of Securities in case less than
                      all Securities to be redeemed..............................................

SECTION 3.03          When Securities called for redemption
                      became due and payable; Securities
                      redeemed in part...........................................................
SECTION 3.04          Mandatory and Optional Sinking Funds.......................................

</TABLE>

                                  ARTICLE FOUR

                       PARTICULAR COVENANTS OF THE COMPANY

<TABLE>
<S>                   <C>                                                                          <C>
SECTION 4.01          Payment of principal of (and premium, if any)
                             and interest on Securities..........................................
SECTION 4.02          Maintenance of office or agency for transfer,
                             exchange and payment of Securities..................................
SECTION 4.03          Not to mortgage property without securing
                             Securities ratably..................................................
SECTION 4.04          Appointment to fill a vacancy in the
                             office of Trustee...................................................
SECTION 4.05          (a)    Duties of paying agent..............................................
                      (b)    Company as paying agent.............................................
                      (c)    Turnover to Trustee by paying agent
                             or Company .........................................................
                      (d)    Holding sums in trust...............................................
SECTION 4.06          Calculation of Original Issue Discount.....................................

</TABLE>

                                  ARTICLE FIVE

                    SECURITYHOLDERS' LISTS AND REPORTS BY THE
                             COMPANY AND THE TRUSTEE

<TABLE>
<S>                   <C>                                                                           <C>
SECTION 5.01          Company to furnish Trustee information as
                             to names and addresses of Securityholder............................
SECTION 5.02          (a)    Trustee to preserve information as to
                             names and addresses of Securityholders..............................
                      (b)    Trustee to make information as to
                                    names and addresses of Securityholders
                                    available to "applicants" or mail
                                    communications to Securityholder in
                                    certain circumstances........................................
                      (c)     Company and Trustee not accountable for
                                    disclosure of information....................................
SECTION 5.03          (a)    Annual and other reports to be filed
                                    by Company with Trustee......................................
                      (b)     Additional information and reports to
</TABLE>


                                      iii
<PAGE>   6

<TABLE>
<S>                   <C>                                                                        <C>
                                    be filed with Trustee and Securities
                                    and Exchange Commission......................................
                      (c)     Summaries of information and reports
                                    to be transmitted by Company to
                                    Securityholders..............................................
                      (d)    Company Officer's Certificate of
                                    Compliance...................................................
                      (e)    Statement by Officers as to default
SECTION 5.04          Trustee reports to Securityholder..........................................

</TABLE>

                                   ARTICLE SIX

                 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON
                                EVENT OF DEFAULT


<TABLE>
<S>                   <C>                                                                            <C>
SECTION 6.01          Events of Default defined..................................................
                      Acceleration of maturity upon Event
                             of Default   .......................................................
                      Waiver of default and rescission of
                             declaration of maturity.............................................
                      Restoration of former position and rights..................................
SECTION 6.02          Covenant of Company to pay to Trustee upon
                             demand whole amount due on Securities on
                             default in payment of interest or principal
                             (or premium, if any)................................................
                      Trustee may recover judgment for whole amount
                             due on Securities on failure of Company to pay......................
                      Filing of proof of claim by Trustee in
                             bankruptcy, reorganization, receivership,
                             or other judicial proceedings.......................................
                      Rights of action and to assert claims may
                             be enforced by Trustee without possession
                             of Securities
                      Trustee may enforce rights vested in it by
                             Indenture by appropriate judicial
                             proceedings
SECTION 6.03          Application of moneys collected by Trustee.................................
SECTION 6.04          Limitation on suits by Holders of Securities...............................
SECTION 6.05          Remedies cumulative
                      Delay or omission in exercise of rights
                             not a waiver of default.............................................
SECTION 6.06          Rights of Holders of majority in principal
                             amount of Securities to direct Trustee and to
                             waive defaults......................................................
SECTION 6.07          Trustee to give notice of defaults known
                             to it, but may withhold in certain
</TABLE>


                                       iv
<PAGE>   7

<TABLE>
<S>                   <C>                                                                        <C>
                             circumstances ......................................................
SECTION 6.08          Requirement of an undertaking to pay costs in
                             certain suits under this Indenture or against
                             the Trustee  .......................................................
SECTION 6.09          Covenant not to take benefit of usury, stay
                             Or extension law....................................................

</TABLE>

                                  ARTICLE SEVEN

                             CONCERNING THE TRUSTEE

<TABLE>
<S>                  <C>                                                                              <C>
SECTION 7.01          Upon event of Default occurring and
                             continuing, Trustee shall exercise such
                             powers vested in it, and use same
                             degree of care and skill in their
                             exercise, as a prudent person would use.............................
                      Trustee not relieved from liability
                             for negligence or willful misconduct
                             except as provided in this Section..................................
                      (a)    Prior to Event of Default and after
                                    the curing of all Events of Default
                                    which may have occurred......................................
                                    (1)   Trustee not liable except for
                                          performance of duties..................................
                                          specifically set forth.................................
                                    (2)   In absence of bad faith, Trustee
                                          may conclusively rely on
                                          certificates or opinions
                                          furnished it hereunder, subject
                                          to duty to examine the same if
                                          specifically required to be
                                          furnished to it........................................
                      (b)     Trustee not liable for error of
                                    judgment made in good faith by
                                    responsible officer unless Trustee
                                    negligent....................................................
                      (c)     Trustee not liable for action or
                                    nonaction in accordance with
                                    direction of Holders of majority
                                    in principal amount of Securities............................
SECTION 7.02          Except as otherwise provided in Section 7.01:
                      (a)     Trustee may rely on documents
                                    believed genuine and properly
                                    signed or presented..........................................
                      (b)    Sufficient evidence by certain
                                    instruments provided for.....................................
</TABLE>


                                        v
<PAGE>   8

<TABLE>
<S>                   <C>                                                                        <C>
                      (c)    Trustee may act on Opinion of Counsel...............................
                      (d)     Trustee may require indemnity from
                                    Securityholders..............................................
                      (e)     Trustee not liable for action in good
                                    faith believed to be authorized..............................
                      (f)    Trustee not bound to make investigation.............................
                      (g)    Trustee may act through agents......................................
SECTION 7.03          Trustee not liable for recitals in
                             Indenture or in Securities..........................................
                      No representations by Trustee as to
                             validity of Indenture or of Securities..............................
                      Trustee not accountable for use of
                             Securities or proceeds..............................................
SECTION 7.04          Trustee, authenticating agent, paying agent or
                             Security registrar may own Securities...............................
SECTION 7.05          Moneys received by Trustee to be held in trust;
                             interest not payable except by agreement............................
SECTION 7.06          Trustee entitled to compensation,
                             reimbursement and indemnity.........................................
SECTION 7.07          Right of Trustee to rely on certificate
                             of officers of Company where no other
                             evidence specifically prescribed....................................
SECTION 7.08          Trustee acquiring conflicting interest.....................................
SECTION 7.09          Requirements for eligibility of Trustee....................................
SECTION 7.10          (a)    Resignation of Trustee..............................................
                      (b)    Removal of Trustee by Company or by court
                                    on Securityholder's application..............................
                      (c)    Removal of Trustee by Holders of
                                    majority in principal amount of Securities
                      (d)    Time when resignation or removal of
                                    Trustee effective............................................
SECTION 7.11          Acceptance by successor to Trustee.........................................
                      Successor to be qualified and eligible.....................................
                      Mailing of notice of succession of a Trustee...............................
SECTION 7.12          Successor to Trustee by merger, conversion,
                             consolidation or succession to business.............................
SECTION 7.13          (a)    Limitations on rights of Trustee as a
                                    creditor to obtain payment of certain
                                    claims within three months prior to
                                    default or during default, or to realize on
                                    property as such creditor thereafter.........................
                      (b)    Certain creditor relationships excluded.............................
                      (c)    Definition of certain terms.........................................
SECTION 7.14          Appointment and qualifications of
                             authenticating agent................................................
                      Succession of authenticating agent without further act.....................
</TABLE>


                                       vi
<PAGE>   9

<TABLE>
<S>                   <C>                                                                        <C>
                      Resignation of authenticating agent or
                             termination of agency...............................................

                      Compensation of authenticating agent.......................................

</TABLE>

                                  ARTICLE EIGHT

                         CONCERNING THE SECURITYHOLDERS

<TABLE>
<S>                   <C>                                                                         <C>
SECTION 8.01          (a)    Form and effectiveness of Securityholder action.....................
                      (b)    Proof of Execution of instruments...................................
                      (c)    Proof of holding of Securities......................................
SECTION 8.02          Who may be deemed owners of Securities.....................................
SECTION 8.03          Securities owned by Company or controlled or
                             controlling companies disregarded for
                             certain purposes....................................................
SECTION 8.04          Revocation of action by Securityholders; action
                             by Securityholder binds future Holders..............................

</TABLE>

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

<TABLE>
<S>                   <C>                                                                         <C>
SECTION 9.01          Purposes for which supplemental indentures
                             may be entered into without consent of
                             Securityholders.....................................................
SECTION 9.02          Modification of Indenture with consent of
                             Holders of 66 2/3% in principal amount of
                             Securities..........................................................
SECTION 9.03          Effect of supplemental indentures..........................................
                      Opinion of Counsel.........................................................
SECTION 9.04          Securities may bear notation of changes by
                             supplemental indentures.............................................

</TABLE>

                                   ARTICLE TEN

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

<TABLE>
<S>                   <C>                                                                         <C>
SECTION 10.01         Consolidation and merger of Company and
                             sale or conveyance permitted........................................
                      Assumption of obligations of Company by
                             successor corporation or transferee.................................
SECTION 10.02         Rights and duties of successor corporation.................................
                      Appropriate changes may be made in form of
                             Securities..........................................................
                      Company may merge or acquire properties of
                             other corporations..................................................
</TABLE>


                                       vii
<PAGE>   10

<TABLE>
<S>                   <C>                                                                        <C>
SECTION 10.03         Opinion of Counsel ........................................................
SECTION 10.04         Guarantor may consolidate etc., on
                             certain terms ......................................................
SECTION 10.05         Successor corporation to be substituted for Guarantor......................
</TABLE>

                                ARTICLE ELEVEN

           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

<TABLE>
<S>                   <C>                                                                         <C>
SECTION 11.01         Satisfaction and discharge of Indenture....................................
SECTION 11.02         Application by Trustee of funds deposited
                             for payment of Securities...........................................
SECTION 11.03         Repayment of moneys held by paying agent...................................
SECTION 11.04         Repayment of moneys held by Trustee........................................
</TABLE>

                                 ARTICLE TWELVE

                    IMMUNITY OF INCORPORATORS, SHAREHOLDERS,
                        OFFICERS, DIRECTORS AND EMPLOYEES

<TABLE>
<S>                   <C>                                                                         <C>
SECTION 12.01         Incorporators, shareholders, officers,
                             directors and employees of Company exempt
                             from individual liability...........................................
</TABLE>

                                ARTICLE THIRTEEN

                      PARTICULAR COVENANT OF THE GUARANTOR

<TABLE> 
<S>                   <C>                                                                         <C>
SECTION 13.01         Guarantor to maintain office of Agency.....................................
</TABLE>

                                ARTICLE FOURTEEN

                           SUBORDINATION OF GUARANTEES

<TABLE>
<S>                   <C>                                                                         <C>
SECTION 14.01         Subordination of Guarantees to Senior
                             Indebtedness of the Guarantor.......................................
SECTION 14.02         No payment on Guarantees if Senior
                             Indebtedness of the Guarantor is
                             in default..........................................................
SECTION 14.03         Priority of Senior Indebtedness of the
                             Guarantor upon distribution of assets
                             of the Guarantor....................................................
SECTION 14.04         Certain payments received by Trustee
                             or Securityholders to be held in trust
                             for Holders of Senior Indebtedness
                             of the Guarantor....................................................
</TABLE>


                                      viii
<PAGE>   11

<TABLE>
<S>                   <C>                                                                        <C>
SECTION 14.05         Right of Trustee to rely on certificate
                             of liquidating agent................................................
SECTION 14.06         Subrogation of Securityholders to rights of
                             Holders of Senior Indebtedness of the
                             Guarantor...........................................................
SECTION 14.07         Obligation of the Guarantor and the
                             Company to pay Securityholders not to
                             be impaired ........................................................
SECTION 14.08         Obligation of the Guarantor to pay
                             Securityholders except as provided
                             not affected .......................................................
SECTION 14.09         Securityholders authorize Trustee to
                             effectuate subordination............................................
SECTION 14.10         Trustee may hold Senior Indebtedness
                             of the Guarantor....................................................
SECTION 14.11         Notice to Trustee of effectuation
                             of subordination....................................................
SECTION 14.12         Trustee's right to further evidence........................................
SECTION 14.13         Trustee not fiduciary for Senior...........................................
                             Indebtedness
SECTION 14.14         Notice of Acceleration.....................................................
SECTION 14.15         Funds held in trust pursuant to Article Eleven.............................
SECTION 14.16         All Provisions subject to Article Fourteen.................................
</TABLE>


                                 ARTICLE FIFTEEN

                            MISCELLANEOUS PROVISIONS


<TABLE>
<S>                   <C>        
SECTION 15.01         Successors and assigns of Company bound
                             by Indenture .......................................................
SECTION 15.02         Acts of board, committee or officer of
                             successor corporation valid.........................................
SECTION 15.03         Surrender of powers by Company.............................................
SECTION 15.04         Required notices or demands may be
                             served by mail......................................................
SECTION 15.05         Officers' Certificate and Opinion of
                             Counsel to be furnished upon application
                             or demand by the Company............................................
                      Statements to be included in each
                             certificate or opinion with respect
                             to compliance with a condition
                             or covenant ........................................................
SECTION 15.06         Payments due on non-business days..........................................
SECTION 15.07         Provisions required by Trust Indenture Act
                             of 1939 to control..................................................
SECTION 15.08         Indenture may be executed in counterparts..................................
SECTION 15.09         Governing law .............................................................
SECTION 15.10         Severability ..............................................................
</TABLE>


                                       ix
<PAGE>   12

<TABLE>
<S>                   <C>                                                                        <C>
SECTION 15.11         Rules for Action...........................................................

ACCEPTANCE OF TRUST BY TRUSTEE ..................................................................
TESTIMONIUM           ...........................................................................
SIGNATURES

</TABLE>

                                   APPENDIX A

<TABLE>
<S>                                                                                              <C>
Form of Note [Face]                   ...........................................................
Form of Trustee's Certificate of Authentication..................................................
Form of Note [Reverse]                    .......................................................
Form of Subordinated Guarantee of Payment .......................................................
</TABLE>

                                       x
<PAGE>   13



         THIS INDENTURE, dated as of [Date of Indenture], among CINCINNATI BELL
TELEPHONE COMPANY, an Ohio corporation (the "Company"), CINCINNATI BELL INC., an
Ohio corporation (the "Guarantor"), and THE BANK OF NEW YORK, a New York banking
corporation, as trustee (the "Trustee").

                                   WITNESSETH

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issue from time to time of its unsecured debentures, notes or
other evidences of indebtedness to be issued in one or more series (the
"Securities") up to such principal amount or amounts as may from time to time be
authorized in accordance with the terms of this Indenture and to provide, among
other things, for the authentication, delivery and administration thereof, the
Company has duly authorized the execution and delivery of this Indenture;

         WHEREAS, the Guarantor has duly authorized the guarantees to be
endorsed on the form of the Securities (the "Guarantees");

         WHEREAS, the Securities, the Guarantees to be endorsed on the
Securities and certificates of authentication to be borne by the Securities are
to be substantially in the forms attached as Appendix A, respectively;

         WHEREAS, all acts and things necessary to make the Securities, when
executed by the Company and authenticated and delivered by or on behalf of the
Trustee as in this Indenture provided, the valid, binding and legal obligations
of the Company, and to constitute these presents a valid indenture and agreement
according to its terms, have been done and performed;

         WHEREAS, all acts and things necessary to make the Guarantees, when
executed by the Guarantor and endorsed on the Securities executed and delivered
by the Company and authenticated by the Trustee, as in this Indenture provided,
and issued, the valid, binding and legal obligations of the Guarantor, and to
constitute each such Guarantee a valid guarantee and agreement in accordance
with its terms, have been done and performed;

         AND WHEREAS, all acts and things necessary to make this Indenture a
valid, binding and legal obligation of the Company, and to constitute these
presents a valid indenture and agreement according to its terms, have been done
and performed;

         NOW, THEREFORE:

         In consideration of the premises and the purchases of the Securities by
the Holders thereof, the Company and the Guarantor each covenant and agree with
each other and with the Trustee, for the equal and proportionate benefit of the
respective holders from time to time of the Securities, as follows:


                                       1
<PAGE>   14

                                   ARTICLE ONE
                                   DEFINITIONS

         SECTION 1.01 The terms defined in this Section 1.01 (except as herein
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section 1.01. All other terms used in
this Indenture which are defined in the Trust Indenture Act of 1939, as amended,
or which are by reference therein defined in the Securities Act of 1933, as
amended, shall (except as herein otherwise expressly provided or unless the
context otherwise requires) have the meanings assigned to such terms in said
Trust Indenture Act and in said Securities Act as in force at the date of this
Indenture as originally executed.

Authenticating Agent:

         The term "authenticating agent" shall mean the agent of the Trustee, if
any, which at the time shall be appointed and acting pursuant to Section 7.14.

Board of Directors:

        The term "Board of Directors" shall mean the Board of Directors or the
Executive Committee thereof of either the Company or the Guarantor as the text
may indicate.

Business Day:

        The term "business day" shall mean, with respect to any Security, a day
that is neither a legal holiday nor a day on which banking institutions are
authorized by law to close in New York, New York.

Company:

         The term "Company" shall mean Cincinnati Bell Telephone Company, an
Ohio corporation, and, subject to the provisions of Article Ten, shall also
include its successors and assigns.

Event of Default:

         The term "Event of Default" shall mean any event specified in Section
6.01.

Guarantees:

         The term "Guarantee" or "Guarantees" shall mean the subordinated
guarantee or guarantees, as the case may be, of payment of the Guarantor to be
endorsed on the form or forms of the Securities authenticated and delivered
hereunder.



                                       2
<PAGE>   15

Guarantor:

         The term "Guarantor" shall mean Cincinnati Bell Inc., an Ohio
corporation, and subject to the provisions of Article Ten, shall include its
successors and assigns.

Holder:

         The term "Holder," "Holder of Securities," "Securityholder" or other
similar terms, shall mean any person who is the registered holder of any
Security.

Indebtedness:

         The term "Indebtedness" of any person shall mean (i) all obligations,
whether or not represented by bonds, debentures, notes or other securities, for
the repayment of money borrowed, (ii) all obligations for the deferred payment
of the purchase price of property or assets purchased, (iii) all guarantees,
endorsements, assumptions and other contingent obligations in respect of, or to
purchase or to otherwise acquire, indebtedness of others, and (iv) all
indebtedness secured by any mortgage, pledge or lien existing on property owned,
subject to such mortgage, pledge or lien, whether or not the indebtedness
secured thereby shall have been assumed.

Indenture:

         The term "Indenture" shall mean this instrument as originally executed
or, if amended or supplemented as herein provided, as so amended or supplemented
and shall include the forms and terms of a particular series of Securities
established as contemplated hereunder.

Interest:

         The term "interest" shall mean interest payable after maturity when
used with respect to an Original Issue Discount Security that by its terms bears
interest only after maturity.

Officers' Certificate:

         The term "Officers' Certificate" shall mean a certificate signed (i) by
the Chairman of the Board of Directors or a Vice Chairman of the Board of
Directors or the President or an Executive Vice President or Senior Vice
President and (ii) by the Chief Financial Officer, Treasurer or any Assistant
Treasurer or the Controller or the Secretary or any Assistant Secretary of the
Company or of the Guarantor, as the case may be. Each such certificate shall
include the statements provided for in Section 15.05, if and to the extent
required by the provisions thereof.

Opinion of Counsel:

         The term "Opinion of Counsel" shall mean an opinion in writing signed
by legal counsel, who may be an employee of or of counsel to the Company or the
Guarantor or the Trustee or 


                                       3
<PAGE>   16

who may be other counsel satisfactory to the Trustee. Each such opinion shall
include the statements provided for in Section 15.05, if and to the extent
required by the provisions thereof.

Original Issue Date:

         The term "Original Issue Date" shall mean the date of any Security (or
portion thereof) which is the earlier of (a) the date of such Security or (b)
the date of any Security (or portion thereof) for which such Security was
issued, directly or indirectly, on registration or transfer, exchange or
substitution.

Original Issue Discount Securities:


         The term "Original Issue Discount Securities" shall mean any security
that provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration pursuant to Section 6.01.

Outstanding:

         The term "Outstanding," when used with reference to Securities, shall,
subject to the provisions of Section 8.03, mean, as of any particular time, all
Securities authenticated and delivered by the Trustee under this Indenture,
except

                  (a) Securities theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation;

                  (b) Securities, or portions thereof, for the payment or
redemption of which monies in the necessary amount shall have been deposited in
trust with the Trustee or with any paying agent (other than the Company) or
shall have been set aside, segregated and held in trust by the Company for the
Holders of such Securities (if the Company shall act as its own paying agent),
PROVIDED that if such Securities, or portions thereof, are to be redeemed prior
to the maturity thereof, notice of such redemption shall have been given as
herein provided, or provision satisfactory to the Trustee shall have been made
for giving such notice; and

                  (c) Securities in substitution for which other Securities
shall have been authenticated and delivered, or which shall have been paid,
pursuant to the terms of Section 2.11 (except with respect to any such Security
as to which proof satisfactory to the Trustee is presented that such Security is
held by a person in whose hands such Security is a legal, valid and binding
obligation of the Company).

         In determining whether the Holders of the requisite principal amount of
Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof pursuant to Section 6.01.

Payment Blockage Notice:

         The term "Payment Blockage Notice" has the meaning set forth in Section
14.02 hereof.


                                       4
<PAGE>   17

Person:

        The term "Person" shall mean any individual, corporation, partnership,
joint venture, association, joint stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.


Principal:

         The term "principal," whenever used with reference to the Securities or
any Security or any portion thereof, shall be deemed to include "and premium, if
any." 


Principal Corporate Trust Office of the Trustee:

         The term "principal corporate trust office of the Trustee" or other
similar term shall mean the principal corporate trust office of the Trustee at
which at any particular time its corporate trust business shall be administered
and shall initially be at 101 Barclay Street, Floor 21 West New York, New York
10286.

Record Date:

         The term "record date" as used with respect to any interest payment
date shall have the meaning specified in Section 2.09.

Representative:

         The term "Representative" shall mean the trustee, agent or
representative for an issue of Senior Indebtedness.

Responsible Officer:

         The term "responsible officer" when used with respect to the Trustee
shall mean any vice president, any trust officer, any assistant trust officer,
any assistant secretary, any assistant treasurer, or any other officer or
assistant officer of the Trustee customarily performing functions similar to
those performed by the persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of his
or her knowledge of and familiarity with the particular subject and shall have
direct responsibility for the administration of this indenture.

Security:

         The term "Security" shall have the meaning stated in the first recital
of this Indenture, or, as the case may be, any Security that has been
authenticated and delivered under this Indenture.

Securities Register:

         The term "Securities Register" shall mean the register or registers
kept by the Company as provided in Section 2.09.

                                       5
<PAGE>   18

Senior Indebtedness of the Guarantor:

         The term "Senior Indebtedness of the Guarantor" shall mean the
principal of, premium (if any) and interest on any and all Indebtedness and
obligations of the Guarantor outstanding on the Original Issue Date of
Securities of any one series, or thereafter incurred, which in accordance with
generally accepted accounting principles may be classified upon a balance sheet
of the Guarantor as a liability of the Guarantor, and without in any way
limiting the generality thereof, including guarantees of, endorsements and other
contingent obligations in respect of, or agreements to purchase or otherwise
acquire, Indebtedness of others. Notwithstanding the foregoing, Senior
Indebtedness of the Guarantor shall not include (i) the Securities, (ii) any
obligation of the Guarantor to any direct or indirect subsidiary, (iii) any
accounts payable or other liability to trade creditors arising in the ordinary
course of business (including guarantees thereof or instruments evidencing such
liabilities), (iv) any Indebtedness of the Guarantor (and any accrued and unpaid
interest in respect thereof) that by the express terms of the agreement or
instrument creating, evidencing or governing such Indebtedness is subordinate or
junior in any respect to any other Indebtedness or other obligation of the
Guarantor, (v) that portion of any Indebtedness which at the time of incurrence
is incurred in violation of the Indenture or (vi) any liability for federal,
state, local or other taxes owed or owing by the Guarantor.

Trustee:

         The term "Trustee" shall mean The Bank of New York, a New York banking
corporation, and, subject to the provisions of Article Seven hereof, shall also
include its successors in the trusts created by this Indenture.

Trust Indenture Act of 1939:

         The term "Trust Indenture Act of 1939" shall mean the Trust Indenture
Act of 1939, as amended, as in force at the date of this Indenture as originally
executed.

Yield to Maturity:

         The term "Yield to Maturity" shall mean the yield to maturity on a
series of Securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent determination of interest on such series and
calculated in accordance with accepted financial practices.



                                   ARTICLE TWO

                  ISSUE, DESCRIPTION, EXECUTION, REGISTRATION,
                         TRANSFER AND EXCHANGE OF NOTES

         SECTION 2.01 The Securities of each series and the Guarantees to be
endorsed thereon shall be substantially in such form as set forth in Appendix A
to this Indenture or in such form (not inconsistent with this Indenture) as
shall be established by or pursuant to a resolution of the Board of Directors of
the Company or the Guarantor, as the case may be, or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have imprinted or otherwise reproduced thereon such legend or
legends, not inconsistent with the provisions of this Indenture, as may be
required to comply with any law or with any rules or regulations pursuant
thereto, or with any rules of any securities exchange or to conform to


                                       6
<PAGE>   19

general usage, all as may be determined by the officers executing such
Securities, as evidenced by their execution of the Securities.

         Upon the execution of this Indenture, or from time to time thereafter,
Securities of any issue may be executed and registered by the Company, and the
Guarantees endorsed thereon executed by the Guarantor and delivered to the
Trustee for authentication, and the Trustee shall thereupon authenticate and
make available for delivery said Securities to or upon the written order of the
Company, signed by its Chairman of the Board of Directors or a Vice Chairman of
the Board of Directors or its President or an Executive Vice President and by
its Chief Financial Officer, Treasurer or an Assistant Treasurer under its
corporate seal, without any further action by the Company or the Guarantor
hereunder.

         SECTION 2.02 The Securities, the Guarantees to be endorsed thereon, and
the certificate of authentication and alternate certificate of authentication to
be borne by the Securities shall be substantially of the tenor and purport as
hereinabove recited. The Securities may be engraved as a whole or in part and
may have such letters, numbers or other marks of identification or designation
and such legends or endorsements printed, lithographed or engraved thereon as
may be required to comply with any law or with any rule or regulation made
pursuant thereto, or, if not inconsistent with the provisions of this Indenture,
as the Company may deem appropriate or as may be required to comply with any
rule or regulation of any stock exchange on which the Securities may be listed
or to conform to usage.

         SECTION 2.03 The Trustee's certificate of authentication on all
Securities shall be in substantially the following form:

                  This is one of the Securities of the series designated herein
and referred to in the within-mentioned Indenture.

                                   THE BANK OF NEW YORK,
                                   as Trustee



                                By__________________________________________
                                             Authorized Signatory

         SECTION 2.04 The Authenticating Agent's alternative certificate of
authentication on all Securities shall be in substantially the following form:

                  This is one of the Securities of the series designated herein
and referred to in the within-mentioned Indenture.

                                   THE BANK OF NEW YORK,
                                   as Trustee


                                       7
<PAGE>   20

                                   By__________________________________________
                                             Authenticating Agent


                                   By__________________________________________
                                             Authorized Signature

         SECTION 2.05 Unless otherwise specified as contemplated by Section 2.07
and provided in Section 2.01, Securities of or within a series shall be issuable
in global form. Any such Security may provide that it shall represent the
aggregate amount of Outstanding Securities from time to time endorsed thereon
and may also provide that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced or increased to reflect
exchanges. Any endorsement of a Security in global form to reflect the amount,
or any increase or decrease in the amount, or changes in the rights of Holders,
of Outstanding Securities represented thereby, shall be made in such manner and
by such Person or Persons as shall be specified therein or in the order of the
Company to be delivered to the Trustee pursuant to Section 2.01. The Trustee
shall deliver and redeliver any security in permanent global form in the manner
and upon instructions given by the Person or Persons specified therein or in the
applicable order of the Company. Any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not be accompanied by an Opinion of Counsel.

         Unless otherwise specified as contemplated by Section 2.07, payment of
principal of, premium, if any, and interest, if any, on any Security in
permanent global form shall be made (in immediately available funds) to the
Person or Persons specified therein.

         SECTION 2.06 Any Registered Security in global form authenticated and
delivered hereunder shall bear a legend in substantially the following form with
such changes as may be required by the depositary:

         This security is in global form within the meaning of the indenture
         hereinafter referred to and is registered in the name of a depositary
         or a nominee of a depositary. Unless and until it is exchanged in whole
         or in part for securities in certificated form in the limited
         circumstances described in the indenture, this security may not be
         transferred except as a whole by the depositary or a nominee of the
         depositary to the depositary or another nominee of the depositary or by
         the depositary or any such nominee to a successor depositary or a
         nominee of such successor depositary.


         SECTION 2.07 The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a resolution of the Board of Directors and set
forth in an Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series,

                                       8
<PAGE>   21

                  (1) the title of the Securities of the series (which shall
         distinguish the Securities of the series from all other Securities);

                  (2) any limit upon the aggregate principal amount of the
         Securities of the series that may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Sections 2.11, 2.12, 2.13 or
         3.03);

                  (3) the date or dates on which the principal of the Securities
         of the series is payable;

                  (4) the rate or rates at which the Securities of the series
         shall bear interest, if any, or the method by which such rate shall be
         determined, the date or dates from which such interest shall accrue,
         the interest payment dates on which such interest shall be payable and
         the record dates for the determination of Holders to whom interest is
         payable;

                  (5) the place or places where the principal of and any
         interest on Securities of the series shall be payable (if other than as
         provided in Section 4.02);

                  (6) the price or prices at which, the period or periods within
         which and the terms and conditions upon which, Securities of the series
         may be redeemed, in whole or in part, at the option of the Company,
         pursuant to any sinking fund or otherwise;

                  (7) the obligation, if any, of the Company to redeem, purchase
         or repay Securities of the series pursuant to any sinking fund or
         analogous provisions or at the option of a Holder thereof and the price
         or prices at which and the period or periods within which and the terms
         and conditions upon which Securities of the series shall be redeemed,
         purchased or repaid, in whole or in part, pursuant to such obligation;

                  (8) if other than denominations of $1,000 and any multiple
         thereof, the denominations in which Securities of the series shall be
         issuable;

                  (9) if other than the principal amount thereof, the portion of
         the principal amount of Securities of the series which shall be payable
         upon declaration of acceleration of the maturity thereof pursuant to
         Section 6.01 or provable in bankruptcy pursuant to Section 6.02;

                  (10) any other terms of the series (which terms shall not be
         inconsistent with the provisions of this Indenture);

                  (11) any trustees, authenticating or paying agents, transfer
         agents or registrars or any other agents with respect to the Securities
         of such series; and

                                       9
<PAGE>   22

                  (12) if the Securities of the series shall be issued in
         definitive or global form and the depositary if the series shall be
         issued in global form.

                  All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to such resolution of the Board of Directors or in any such
indenture supplemental hereto. All Securities of any one series need not be
issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of the Holders, for issuances of additional
Securities of such series.


         SECTION 2.08 In authenticating such Securities and accepting the
additional responsibilities under this Indenture in relation to such Securities
the Trustee shall be entitled to receive and (subject to Section 7.01) shall be
fully protected in relying upon:

         (1) a certified copy of any resolution or resolutions of the Board of
Directors authorizing the action taken pursuant to the resolution or resolutions
delivered under clause (2) below;

         (2) a copy of any resolution or resolutions of the Board of Directors
relating to such series, in each case certified by the Secretary or an Assistant
Secretary of the Company or the Guarantor, as the case may be;

         (3) an executed supplemental indenture, if any;

         (4) an Officers' Certificate setting forth the form and terms of the
Securities as required pursuant to Sections 2.01 and 2.05, respectively, and
prepared in accordance with Section 15.05;

         (5) an Opinion of Counsel, prepared in accordance with Section 15.05,
to the effect that

         (a) the form or forms and terms of such Securities have been
established in this Indenture or by or pursuant to a resolution of the Board of
Directors or by a supplemental indenture as permitted by Sections 2.01 and 2.07
in conformity with the provisions of this Indenture;

         (b) such Securities, when authenticated and delivered by the Trustee
and issued by the Company in the manner and subject to any conditions specified
in such Opinion of Counsel, will constitute valid and binding obligations of the
Company;

         (c) Guarantees on any such Securities, when authenticated and delivered
by the Trustee and issued by the Guarantor in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and
binding obligations of the Company;



                                       10
<PAGE>   23

         (d) all laws and requirements in respect of the execution and delivery
by the Company and the Guarantor of the Securities and the Guarantees,
respectively, have been complied with; and

         (e) covering such other matters as the Trustee may reasonably request.

         The Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Company or if the
Trustee in good faith by its board of directors or board of trustees, executive
committee, or a trust committee of directors or trustees or Responsible Officers
shall determine that such action would expose the Trustee to personal liability
to existing Holders.

         SECTION 2.09 The Securities shall be issuable as registered Securities
without coupons in denominations as shall be specified as contemplated by
Section 2.07. In the absence of any such specification with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any multiple thereof. The Securities shall be
numbered, lettered or otherwise distinguished in such manner or in accordance
with such plan as the officers of the Company executing the same may determine
with the approval of the Trustee as evidenced by the execution and
authentication thereof.

         Each Security shall be dated the date of authentication and shall bear
interest, if any, from the applicable date and shall be payable on the dates, in
each case, which shall be specified as contemplated by Section 2.07.

         The person in whose name any Security is registered at the close of
business on any record date applicable to a particular series with respect to
any interest payment date for such series shall be entitled to receive the
interest, if any, payable on such interest payment date notwithstanding the
cancellation of such Security upon any transfer or exchange thereof subsequent
to such record date and prior to such interest payment date; PROVIDED, HOWEVER,
that if and to the extent the Company shall default in the payment of the
interest due, if any, on such interest payment date, such defaulted interest
shall be paid to the persons in whose names the Securities are registered at the
close of business on a record date established for such payment by notice by or
on behalf of the Company to the Holders of the Securities mailed by first class
mail not less than fifteen days prior to such record date to their last
addresses as they shall appear upon the Securities register, such record date to
be not less than five days preceding the date of payment of such defaulted
interest. The term "record date" as used with respect to any interest payment
date (except a date for payment of defaulted interest) shall mean the date
specified as such in the terms of the Securities of any particular series, or,
if no such date is so specified, if such interest payment date is the first day
of a calendar month, the fifteenth day of the next preceding calendar month, or,
if such interest payment date is the fifteenth day of a calendar month, the
first day of such calendar month, whether or not such record date is a Business
Day.

         SECTION 2.10 The Securities shall be signed on behalf of the Company
(i) by its Chairman of the Board of Directors or a Vice Chairman of the Board of
Directors or its President or a Senior Vice President, and (ii) by its Chief
Financial Officer, Treasurer or an Assistant


                                       11
<PAGE>   24

Treasurer or its Secretary or an Assistant Secretary, under its corporate seal
which may, but need not, be attested. The Guarantee shall be signed on behalf of
the Guarantor (a) by its Chairman of the Board of Directors or a Vice Chairman
of the Board of Directors or its President or an Executive Vice President and
(b) by its Chief Financial Officer, Treasurer or an Assistant Treasurer or its
Secretary or an Assistant Secretary, under its corporate seal which may, but
need not, be attested. Each such signature upon the Securities may be in the
form of a facsimile signature of any such officer and may be imprinted or
otherwise reproduced on the Securities and for that purpose the Company and the
Guarantor may adopt and use the facsimile signature of any person who has been
or is or shall be such officer, and in case any such officer of the Company or
the Guarantor signing any of the Securities of any particular issue shall cease
to be such officer before such Securities so signed shall have been
authenticated and made available for delivery by the Trustee or by the
authenticating agent on its behalf, or disposed of by the Company, such
Securities nevertheless may be authenticated and delivered or disposed of as
though such person had not ceased to be such officer of the Company or the
Guarantor. The seals of the Company and the Guarantor may be in the form of a
facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities.

         Only such Securities as shall bear thereon either a certificate of
authentication substantially in the form recited in Section 2.03, above, or an
alternate certificate of authentication substantially in the form recited in
Section 2.04, above, duly executed by the Trustee or by the authenticating agent
on its behalf, respectively, shall be entitled to the benefits of this Indenture
and the Guarantees endorsed thereon or be valid or obligatory for any purpose.
Such certificate by the Trustee or by the authenticating agent on its behalf
upon any Security executed by the Company on which a Guarantee is endorsed by
the Guarantor shall be conclusive evidence that the Security so authenticated
has been duly authenticated and delivered hereunder and that the Holder is
entitled to the benefits of this Indenture and such Guarantee.

         Unless the Company shall establish pursuant to Section 2.07 that the
Securities of a series are to be issued in whole or in part in definitive form,
the Company shall execute and the Trustee shall, in accordance with this Section
and the order of the Company with respect to such series, authenticate and
deliver one or more Securities in global form that (i) shall represent and shall
be denominated in an amount equal to the aggregate principal amount of the
Outstanding Securities of such series to be represented by such Security or
Securities in global form, (ii) shall be registered, if a Registered Security,
in the name of the depositary for such Security or Securities in global form or
the nominee of such depositary, (iii) shall be delivered by the Trustee to such
depositary or pursuant to such depositary's instruction and (iv) shall bear the
legend set forth in Section 2.06 and the terms determined by or pursuant to the
Board Resolution or supplemental indenture relating to such series.

         Each depositary designated pursuant to Section 2.07 for a Registered
Security in global form must, at the time of its designation and at all times
while it serves as depositary, be a clearing agency registered under the
Securities Exchange Act of 1934 and any other applicable statute or regulation.
The Trustee shall have no responsibility to determine if the depositary is so
registered. Each depositary shall enter into an agreement with the Trustee
governing the respective duties and rights of such depositary and the Trustee
with regard to Securities issued in global form.


                                       12
<PAGE>   25

         SECTION 2.11 Any Security of any series may be exchanged for a like
aggregate principal amount of any Security of the same series of other
authorized denominations. Securities of any series to be exchanged shall be
surrendered at the office or agency to be maintained by the Company as provided
in Section 4.02 (or at either of such offices or agencies if more than one), and
the Company shall execute and register and the Trustee or the authenticating
agent on its behalf shall authenticate and make available for delivery in
exchange therefor the Security or Securities of the same series which the Holder
making the exchange shall be entitled to receive.

         The Company shall keep or cause to be kept, at the office or agency to
be maintained by the Company as provided in Section 4.02 (or at least one of
said offices or agencies, if more than one), a register or registers in which,
subject to such reasonable regulations as it may prescribe, the Company shall
register Securities and shall register the transfer of Securities as in this
Article Two provided. Any such register shall be in written form or in any other
form capable of being converted into written form within a reasonable time. At
all reasonable times the information contained in such register or registers
shall be available for inspection by the Trustee. Upon due presentment for
registration of transfer of any Security of any series at such office or agency,
the Company shall execute and register and the Trustee or the authenticating
agent on its behalf shall authenticate and make available for delivery in the
name of the transferee or transferees a new Security or Securities for a like
aggregate principal amount of any such series.

         All Securities presented for registration of transfer or for exchange
or payment shall (if so required by the Company or the Trustee) be duly endorsed
by, or be accompanied by a written instrument or instruments of transfer in form
satisfactory to the Trustee duly executed by, the Holder or his or her attorney
duly authorized in writing.

         The Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange
or transfer of Securities. No service charge shall be made for any such
transaction.

         The Company shall not be required (a) to issue, register the transfer
of or exchange any Securities of any series for a period of fifteen days
preceding the first mailing of notice of redemption of Securities of such series
to be redeemed and ending on the date of such mailing, or (b) to register the
transfer of or exchange any Securities selected, called or being called for
redemption as a whole or the portion being redeemed of any such Securities
selected, called or being called for redemption in part.

         All Securities issued upon any transfer or exchange of Securities shall
be valid obligations of the Company, evidencing the same debt, and entitled to
the same benefits under this Indenture, as the Securities surrendered upon such
transfer or exchange.

         Each Security issued in global form authenticated under this Indenture
shall be registered in the name of the depositary designated for such series or
a nominee thereof and delivered to such depositary or a nominee thereof or
custodian therefor, and each such Security issued in global form shall
constitute a single Security for all purposes of this Indenture.



                                       13
<PAGE>   26

         Notwithstanding any other provision (other than the provisions set
forth in the eleventh, twelfth and thirteenth paragraphs of this Section) of
this Section, unless and until it is exchanged in whole or in part for
Securities in certificated form in the circumstances described below, a Security
in global form representing all or a portion of the Securities of a series may
not be transferred except as a whole by the depositary for such series to a
nominee of such depositary or by a nominee of such depositary to such depositary
or another nominee of such depositary or by such depositary or any such nominee
to a successor depositary for such series or a nominee of such successor
depositary.

         If at any time the depositary for the Securities of a series notifies
the Company that it is unwilling or unable to continue as depositary for the
Securities of such series or if at any time the depositary for the Securities of
such series shall no longer be eligible under Section 2.10, the Company shall
appoint a successor Depositary with respect to the Securities of such series. If
a successor Depositary for the Securities of such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, the Company shall execute, and the Trustee, upon receipt
of a order of the Company for the authentication and delivery of certificated
Securities of such series of like tenor, shall authenticate and deliver
Securities of such series of like tenor in certificated form, in authorized
denominations and in an aggregate principal amount equal to the principal amount
of the Security or Securities of such series of like tenor in global form in
exchange for such Security or Securities in global form.

         The Company may at any time in its sole discretion determine that
Securities of a series issued in global form shall no longer be represented by
such a Security or Securities in global form. In such event the Company shall
execute, and the Trustee, upon receipt of an order of the Company for the
authentication and delivery of certificated Securities of such series of like
tenor, shall authenticate and make available for delivery, Securities of such 
series of like tenor in certificated form, in authorized denominations and in an
aggregate principal amount equal to the principal amount of the Security or 
Securities of such series of like tenor in global form in exchange for such 
Security or Securities in global form.

         If specified by the Company pursuant to Section 2.07 with respect to a
series of Securities, the Depositary for such series may surrender a Security in
global form of such series in exchange in whole or in part for Securities of
such series in certificated form on such terms as are acceptable to the Company
and such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

                  to each Person specified by such Depositary a new certificated
         Security or Securities of the same series of like tenor, of any
         authorized denomination as requested by such Person, in aggregate
         principal amount equal to and in exchange for such Person's beneficial
         interest in the Security in global form; and

                  to such Depositary a new Security in global form of like tenor
         in a denomination equal to the difference, if any, between the
         principal amount of the surrendered Security in global form and the
         aggregate principal amount of certificated Securities delivered to
         Holders thereof.



                                       14
<PAGE>   27

         Upon the exchange of a Security in global form for Securities in
certificated form, such Security in global form shall be canceled by the
Trustee. Securities in certificated form issued in exchange for a Security in
global form pursuant to this Section shall be registered in such names and in
such authorized denominations as the Depositary for such Security in global
form, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. The Trustee shall make available for
delivery such Securities to the Persons in whose names such Securities are so 
registered.


         SECTION 2.12 Pending the preparation of definitive Securities for any
series the Company may execute and register and the Trustee shall authenticate
and make available for delivery temporary Securities for such series (having
executed Guarantees endorsed thereon), which temporary Securities for such
series are printed, lithographed or typewritten. Temporary Securities for any
series may be of any denomination and substantially in the form of the
definitive Securities for such series, but with such omissions, insertions and
variations as may be appropriate for temporary Securities for any series all as
may be determined by the Company. Temporary Securities for any series may
contain such reference to any provisions of this Indenture as may be
appropriate. Every temporary Security shall be executed and registered by the
Company, have endorsed thereon an executed Guarantee of the Guarantor, and be
authenticated by the Trustee or by the authenticating agent on its behalf upon
the same conditions and in substantially the same manner, and with like effect,
as the definitive Securities for such series. In the case of Securities of any
series, such temporary Securities may be in global form, representing all or a
portion of the Outstanding Securities of such series. Except in the case of
temporary Securities in global form, each of which shall be exchanged in
accordance with the provisions thereof, without unreasonable delay the Company
shall execute and register and shall furnish definitive Securities for such
series (having executed Guarantees endorsed thereon) and thereupon temporary
Securities for such series may be surrendered in exchange therefor at the office
or agency to be maintained by the Company as provided in Section 4.02 (or at any
of said offices or agencies, if more than one), and the Trustee or the
authenticating agent on its behalf shall authenticate and make available for
delivery in exchange for such temporary Securities for such series a like
aggregate principal amount of definitive Securities for such series of
authorized denominations having endorsed thereon executed Guarantees of the
Guarantor. Until so exchanged, the temporary Securities for any series shall be
entitled to the same benefits under this Indenture as definitive Securities for
such series.


         SECTION 2.13 In case any temporary or definitive Security shall become
mutilated or be destroyed, lost or stolen, the Company in its discretion may
execute and register, and upon its request the Trustee shall authenticate and
make available for delivery, a new Security of the same series having an
executed Guarantee endorsed thereon, bearing a number not contemporaneously
outstanding, in exchange and substitution for the Security so mutilated, or in
lieu of and substitution for the Security so destroyed, lost or stolen. In every
case the applicant for a substituted Security of the same series shall furnish
to the Company, to the Guarantor and to the Trustee such security or indemnity
as may be required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company, to
the Guarantor and to the Trustee evidence to their satisfaction of the


                                       15
<PAGE>   28

destruction, loss or theft of such Security and of the ownership thereof. The
Trustee may authenticate any such substituted Security of the same series and
make available for delivery the same upon the written request or authorization
of any officer of the Company. Upon the issuance of any substituted Security,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses connected therewith. In case any Security which has matured or is about
to mature shall become mutilated or be destroyed, lost or stolen, the Company
may, instead of issuing a substitute Security of the same series, pay or
authorize the payment of such Security (without surrender thereof except in the
case of a mutilated Security) if the applicant for such payment shall furnish to
the Company, to the Guarantor and to the Trustee such security or indemnity as
may be required by them to save each of them harmless and, in case of
destruction, loss or theft, evidence to the satisfaction of the Company, the
Guarantor and the Trustee of the destruction, loss or theft of such Security and
of the ownership thereof.

         Every substituted Security of any series issued pursuant to the
provisions of this Section 2.13 by virtue of the fact that any such Security is
destroyed, lost or stolen shall, with respect to such Security, constitute an
additional contractual obligation of the Company guaranteed by the Guarantor as
herein provided, whether or not the destroyed, lost or stolen Security shall at
any time be enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of
the same series duly issued under this Indenture. All Securities shall be held
and owned upon the express condition that (to the extent lawful) the foregoing
provisions shall be exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities and shall preclude any and all
other rights or remedies, notwithstanding any law or statute now existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

         SECTION 2.14 All Securities surrendered for payment, exchange or
registration of transfer shall, if surrendered to the Company, the
authenticating agent or any paying agent, be cancelled and delivered to the
Trustee or, if surrendered to the Trustee, be cancelled by it, and no Securities
shall be issued in lieu thereof except as expressly permitted by any of the
provisions of this Indenture. On written request of the Company, the Trustee
shall deliver to the Company cancelled Securities held by the Trustee. With the
consent of the Company, the Trustee may but shall not be required to destroy
cancelled Securities. If the Company shall acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
cancelled and delivered to the Trustee or surrendered to the Trustee for
cancellation.

         SECTION 2.15 Nothing in this Indenture, the Guarantees or in any
Security of any series, expressed or implied, shall give or be construed to give
to any person other than the parties hereto and their successors and the Holders
of the Securities any legal or equitable right, remedy or claim under or in
respect of this Indenture, or under any covenant, condition or provision herein
contained, all the covenants, conditions and provisions hereof being for the
sole benefit of the parties hereto and their successors and of the Holders of
the Securities.



                                       16
<PAGE>   29

         SECTION 2.16 The Guarantor hereby guarantees to each Holder of a
Security of any series authenticated by the Trustee and delivered by or on
behalf of the Company the payment of the principal of (and premium, if any) and
interest, if any, on such Security, in accordance with the terms of such
Security and of this Indenture. In the event of any assignment of such Security,
the Guarantor shall have all defenses against the assignee which the Company or
the Guarantor may have against the assignor or any prior assignors. The
Guarantor hereby covenants that this Guarantee will not be discharged as to any
such Security except by payment in full of the principal of (and premium, if
any) and interest thereon.

         The Guarantor shall be subrogated to all rights of the Holder of any
Security against the Company in respect of any amounts paid by the Guarantor
pursuant to the provisions of the Guarantee endorsed thereon; provided, however,
that the Guarantor shall not be entitled to enforce, or to receive any payments
arising out of or based upon, such right of subrogation until the principal of
(and premium, if any) and interest on all Securities held by others shall have
been paid in full.

         The provisions of this Section 2.16 are subject to the provisions of
Article Fourteen, whereby the obligations of the Guarantor hereunder and under
the Guarantees are subordinated to the prior payment in full of all Senior
Indebtedness of the Guarantor.

         The Guarantee set forth in this Section 2.16 shall not be valid or
become obligatory for any purpose with respect to a Security of any series until
the certificate of authentication on such Security shall have been manually
executed by the Trustee.

        SECTION 2.17 The Company in issuing the Securities of any series may use
"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
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities of the same
series or as contained in any notice of a redemption and that reliance may be
placed only on the other identification numbers printed on such Securities, and
any such redemption shall not be affected by any defect in or omission of such
numbers. The Company will promptly notify the Trustee of any change in the
"CUSIP" numbers.



                                  ARTICLE THREE

                               REDEMPTION OF NOTES

         SECTION 3.01 The provisions of this Article Three shall be applicable
to the Securities of any series which are redeemable before their maturity or to
any sinking fund for the retirement of Securities of a series except as
otherwise specified as contemplated by Section 2.05 for Securities of such
series.

         SECTION 3.02 In case the Company shall desire to exercise any right to
redeem all or any part of Securities of any series, as the case may be, in
accordance with the right reserved


                                       17
<PAGE>   30

so to do, it shall fix a date for redemption and shall give notice of such
redemption to the Holders of the Securities of such series to be redeemed as a
whole or in part by mailing a notice of such redemption by first class mail not
less than thirty nor more than sixty days prior to the date fixed for redemption
to their last addresses as they shall appear upon the Securities register. Any
notice which is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holder receives the notice.
In any case, failure duly to give notice by mail, or any defect in the notice,
to the Holder of any Security of a series designated for redemption as a whole
or in part shall not affect the validity of the proceedings for the redemption
of any other Security of the same series.

         Each such notice of redemption shall identify the Securities to be
redeemed (including the CUSIP number), shall specify the date fixed for
redemption and the redemption price at which Securities of such series are to be
redeemed and shall state that payment of the redemption price of the Securities
of such series or portions thereof to be redeemed will be made at the office or
agency to be maintained by the Company as provided in Section 4.02 (or any of
said offices or agencies, if more than one) upon presentation and surrender of
such Securities, that interest accrued to the date fixed for redemption will be
paid as specified in said notice, and that on and after said date interest
thereon or on the portions thereof to be redeemed will cease to accrue. If less
than all the Securities of any series are to be redeemed, each notice of
redemption shall identify which of such Securities are to be redeemed. In case
any Security is to be redeemed in part only, the notice shall state the portion
of the principal amount thereof to be redeemed and shall state that on and after
the date fixed for redemption, upon presentation and surrender of such Security,
a new Security or Securities of such series in principal amount equal to the
unredeemed portion thereof will be issued.

         If any Securities are to be redeemed, the Company shall give the
Trustee forty-five (45) days' written notice (or such lesser period of time as
approved by the Trustee) in advance as to the aggregate principal amount of such
Securities to be redeemed, and if less than all the Securities of any one series
are to be redeemed, thereupon the Trustee shall select, in such manner as in its
sole discretion it shall deem appropriate and fair, the Securities or portions
thereof to be redeemed and shall thereafter promptly notify the Company in
writing which of the Securities of such series or portions thereof are to be
redeemed. If less than all the Securities of any series with differing issue
dates, interest rates or stated maturities are to be redeemed, the Company, in
its sole discretion, shall select the particular Securities to be redeemed and
shall notify the Trustee in writing thereof at least forty-five (45) days prior
to the relevant redemption date.

         SECTION 3.03 If the giving of notice of redemption shall have been
completed as above provided, the Securities or portions of such Securities
identified in such notice shall become due and payable on the date and at the
place or places stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption, and unless the
Company shall default in the payment of such Securities, at the redemption
price, together with interest accrued to said date, interest on the Securities
or portions of Securities so called for redemption shall cease to accrue on and
after said date. On presentation and surrender of such Securities at said place
or places of payment in said notice specified, such Securities or


                                       18
<PAGE>   31

portions thereof to be redeemed shall be paid and redeemed by the Company at the
applicable redemption price, together with interest accrued thereon to the date
fixed for redemption.

         Upon presentation and surrender of any Security of a series which is
redeemed in part only, the Company shall execute and register and the Trustee or
the authenticating agent on its behalf shall authenticate and make available for
delivery, at the expense of the Company, a new Security or Securities of the
same series, of authorized denominations, in principal amount equal to the
unredeemed portion of the Security so presented.

         SECTION 3.04 The minimum amount of any sinking fund payment provided
for by the terms of Securities of any series is herein referred to as a
"mandatory sinking fund payment", and any payment in excess of such minimum
amount provided for by the terms of Securities of any series is herein referred
to as an "optional sinking fund payment". The date on which a sinking fund
payment is to be made is herein referred to as the "sinking fund payment date".

         In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Company may, at its
option, (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Company or receive credit for Securities of such
series (not previously so credited) theretofore purchased or otherwise acquired
(except as aforesaid) by the Company and delivered to the Trustee for
cancellation pursuant to Section 2.14, (b) receive credit for optional sinking
fund payments (not previously so credited) made pursuant to this Section 3.04,
or (c) receive credit for Securities of such series (not previously so credited)
redeemed by the Issuer through any optional redemption provision contained in
the terms of such series. Securities so delivered or credited shall be received
or credited by the Trustee at the sinking fund redemption price specified in
such Securities.

         On or before the sixtieth day next preceding each sinking fund payment
date for any series, the Company will deliver to the Trustee a written statement
(which need not contain the statements required by Section 15.05) signed by an
authorized officer of the Company (a) specifying the portion of the mandatory
sinking fund payment to be satisfied by payment of cash and the portion to be
satisfied by credit of Securities of such series, (b) stating that none of the
Securities of such series has theretofore been so credited, (c) stating that no
defaults in the payment of interest or Events of Default with respect to such
series have occurred (which have not been waived or cured) and are continuing
and (d) stating whether or not the Company intends to exercise its right to make
an optional sinking fund payment with respect to such series and, if so,
specifying the amount of such optional sinking fund payment which the Company
intends to pay on or before the next succeeding sinking fund payment date. Any
Securities of such series to be credited and required to be delivered to the
Trustee in order for the Company to be entitled to credit therefore as aforesaid
which have not theretofore been delivered to the Trustee shall be delivered for
cancellation pursuant to Section 2.14 to the Trustee with such written statement
(or as reasonably promptly thereafter is acceptable to the Trustee). Such
written statement shall be irrevocable and upon its receipt by the Trustee the
Company shall become unconditionally obligated to make all the cash payments or
payments therein referred to, if any, on or before the next succeeding sinking
fund payment date. Failure of the Company, on or before any such 


                                       19
<PAGE>   32

sixtieth day, to deliver such written statement and Securities specified in this
paragraph, if any, shall not constitute a default but shall constitute, on and
as of such date, the irrevocable election of the Company (i) that the mandatory
sinking fund payment for such series due on the next succeeding sinking fund
payment date shall be paid entirely in cash without the option to deliver or
credit Securities of such series in respect thereof and (ii) that the Company
will make no optional sinking fund payment with respect to such series as
provided in this Section 3.04.

         If the sinking fund payment or payments (mandatory or optional or both)
to be made in cash on the next succeeding sinking fund payment date plus any
unused balance of any preceding sinking fund payments made in cash shall exceed
$50,000 (or a lesser sum if the Company shall so request) with respect to the
Securities of any particular series, such cash shall be applied on the next
succeeding sinking fund payment date to the redemption of Securities of such
series at the sinking fund redemption price together with accrued interest to
the date fixed for redemption. If such amount shall be $50,000 or less and the
Company makes no such request then it shall be carried over until a sum in
excess of $50,000 is available. The Trustee shall select, in the manner provided
in Section 3.02, for redemption on such sinking fund payment date a sufficient
principal amount of Securities of such series to absorb said cash, as nearly as
may be, and shall (if requested in writing by the Company) inform the Company of
the serial numbers of the Securities of such series (or portions thereof) so
selected. Securities of any series which are (a) owned by the Company or an
entity known by the Trustee to be directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company, as
shown by the Security register, and not known to the Trustee to have been
pledged or hypothecated by the Company or any such entity or (b) identified in
an Officer's Certificate at least 60 days prior to the sinking fund payment date
as being beneficially owned by, and not pledged or hypothecated by, the Company
or an entity directly or indirectly controlling or controlled by or under direct
or indirect common control with the Company shall be excluded from Securities of
such series eligible for selection for redemption. The Trustee, in the name and
at the expense of the Company (or the Company, if it shall so request the
Trustee in writing) shall cause notice of redemption of the Securities of such
series to be given in substantially the manner provided in Section 3.02 (and
with the effect provided in Section 3.03) for the redemption of Securities of
such series in part at the option of the Company. The amount of any sinking fund
payments not so applied or allocated to the redemption of Securities of such
series shall be added to the next cash sinking fund payment for such series and,
together with such payment, shall be applied in accordance with the provisions
of this Section 3.04. Any and all sinking fund moneys held on the stated
maturity date of the Securities of any particular series (or earlier, if such
maturity is accelerated), which are not held for the payment or redemption of
particular Securities of such series shall be applied, together with other
moneys, if necessary, sufficient for the purpose, to the payment of the
principal of, and interest on, the Securities of such series at maturity.

         At least one Business Day before each sinking fund payment date, the
Company shall pay to the Trustee in cash or shall otherwise provide for the
payment of all interest accrued to the date fixed for redemption on Securities
to be redeemed on the next following sinking fund payment date.

         The Trustee shall not redeem or cause to be redeemed any Securities of
a series with sinking fund moneys or mail any notice of redemption of Securities
for such series by operation 


                                       20
<PAGE>   33

of the sinking fund during the continuance of a default in payment of interest
on such Securities or of any Event of Default except that, where the mailing of
notice of redemption of any Securities shall theretofore have been made, the
Trustee shall redeem or cause to be redeemed such Securities, provided that it
shall have received from the Company a sum sufficient for such redemption.
Except as aforesaid, any moneys in the sinking fund for such series at the time
when any such default or Event of Default shall occur, and any moneys thereafter
paid into the sinking fund, shall, during the continuance of such default or
Event of Default, be deemed to have been collected under Article Six and held
for the payment of all such Securities. In case such Event of Default shall have
been waived as provided in Section 6.06 or the default cured on or before the
sixtieth day preceding the sinking fund payment date in any year, such moneys
shall thereafter be applied on the next succeeding sinking fund payment date in
accordance with this Section 3.04 to the redemption of such Securities.



                                 ARTICLE FOUR

                     PARTICULAR COVENANTS OF THE COMPANY

         SECTION 4.01 The Company will duly and punctually pay or cause to be
paid the principal of (and premium, if any) and interest on each of the
Securities of any series, at the place or places, at the respective times and in
the manner provided in the Securities of such series and in this Indenture.

         SECTION 4.02 As long as any of the Securities of any series remain
outstanding, the Company will maintain an office or agency in the Borough of
Manhattan, The City of New York, State of New York (and at such other place, if
any, as shall be specified in the form of such Security as a place for payment
of principal and interest) where the Securities may be presented for
registration of transfer and for exchange as in this Indenture provided, where
notices and demands to or upon the Company in respect of the Securities or of
this Indenture may be served and where the Securities may be presented for
payment. The Company will give to the Trustee notice of the location of each
such office or agency and of any change in the location thereof. In case the
Company shall fail to maintain any such office or agency or shall fail to give
such notice of the location or of any change in the location thereof,
presentations may be made and notices and demands may be served at the principal
corporate trust office of the Trustee.


         SECTION 4.03 If the Company shall at any time mortgage, pledge or
otherwise subject to any lien the whole or any part of any property or assets
now owned or hereafter acquired by it, except as hereinafter provided in this
Section 4.03, the Company will secure the outstanding Securities, and any other
obligations of the Company which may then be outstanding and entitled to the
benefit of a covenant similar in effect to this covenant, equally and ratably
with the indebtedness or obligations secured by such mortgage, pledge or lien,
so long as any such indebtedness or obligations shall be so secured. The
foregoing covenant shall not apply to (1) the creation of purchase money
mortgages or liens, including any capital lease obligations, or to the
extension, renewal or refunding thereof, (2) liens on property existing at the
time such property is acquired by the Company, or to the extension, renewal or
refunding thereof, or (3) to the making of any deposit or pledge to secure
public statutory obligations or with any governmental agency at any time
required by law in order to qualify the Company to conduct its business or any
part thereof or in order to entitle it to maintain self insurance or to obtain
benefits of any law relating to worker's compensation, unemployment insurance,
old age pensions or other social security, or with any court, board, commission,
or governmental agency as security incident to the proper conduct of any
proceeding before such court, board, commission or governmental agency. Nothing
herein contained shall prevent a subsidiary or other affiliate of the Company
from mortgaging, pledging or subjecting to any lien any property or assets
whether or not acquired by such subsidiary or affiliate from the Company.


                                       21
<PAGE>   34

         SECTION 4.04 The Company, whenever necessary to avoid or fill a vacancy
in the office of Trustee, will appoint, in the manner provided in Section 7.10,
a Trustee, so that there shall at all times be a Trustee hereunder.

         SECTION 4.05 (a) Whenever the Company shall appoint a paying agent
other than the Trustee, it will cause such paying agent to execute and deliver
to the Trustee an instrument in which such agent shall agree with the Trustee,
subject to the provisions of this Section 4.05,

                   (1) that it will hold all sums held by it as such agent for
         the payment of the principal of (and premium, if any) or interest on
         the Securities of any series (whether such sums have been paid to it by
         the Company or by any other obligor on the Securities of such series,
         including the Guarantor) in trust for the benefit of the respective
         Holders of the Securities of such series entitled thereto and will
         notify the Trustee of the receipt of sums to be so held,

                   (2) that it will give the Trustee notice of any failure by
         the Company (or by any other obligor on the Securities of such series,
         including the Guarantor) to make any payment of the principal of (or
         premium, if any) or interest on the Securities when the same shall be
         due and payable, and

                  (3) at any time during the continuance of such failure, 
         immediately pay to the Trustee all sums so held in trust by the paying
         agent.

          (b) If the Company shall act as its own paying agent, it will, on or
before each due date of the principal of (and premium, if any) or interest on
the Securities of any series, set aside, segregate and hold in trust for the
benefit of the respective holders of the Securities of such series entitled
thereto a sum sufficient to pay such principal (and premium, if any) or interest
if any, so becoming due. The Company will promptly notify the Trustee of any
failure to take such action.

         (c) Anything in this Section 4.05 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture pursuant to Section 11.01 or for any other reason,
pay or cause to be paid to the Trustee all sums held in trust by it or any
paying agent hereunder as required by this Section 4.05, such sums to be held by
the Trustee upon the trusts herein contained.

                                       22
<PAGE>   35

         (d) Anything in this Section 4.05 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 4.05 is subject to
the provisions of Sections 11.03 and 11.04.

         SECTION 4.06 The Company shall file with the Trustee promptly at the
end of each calendar year (i) a written notice specifying the amount of original
issue discount (including daily rates and amounts of original issue discount
(including daily rates and accrual periods) accrued on Outstanding Securities as
of the end of such year and (ii) such other specific information relating to 
such original issue discount as may then be relevant under the Internal Revenue
Code of 1986, as amended from time to time.

                                  ARTICLE FIVE

                    SECURITYHOLDERS' LISTS AND REPORTS BY THE
                             COMPANY AND THE TRUSTEE

         SECTION 5.01 The Company and Guarantor each covenant and agree that it
will furnish or cause to be furnished to the Trustee a list in such form as the
Trustee may reasonably require of the names and addresses of the Holders of
Securities:

                  (a) semiannually, not more than fifteen days after each record
         date for the payment of semiannual interest on the Securities of such
         series, as specified in the form of such Security, as of such record
         date, and

                  (b) at such other times as the Trustee may request in writing,
         within thirty days after receipt by the Company or the Guarantor of any
         such request, as of a date not more than fifteen days prior to the time
         such information is furnished,

excluding from any such list names and addresses received by the Trustee in the
capacity of Securities registrar, if so acting.

         SECTION 5.02 The Company and the Guarantor each agree to provide
information relating to the Holders of the Securities to the Trustee pursuant to
the requirements of Section 312 of the Trust Indenture Act. The Trustee agrees
to furnish information to the Holders of Securities pursuant to the requirements
of Section 312 of the Trust Indenture Act.

         SECTION 5.03 The Company and the Guarantor each covenant:

         (a) to file with the Trustee, within fifteen days after the Company or
the Guarantor is required to file the same with the Securities and Exchange
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as said
Commission may from time to time by rules and regulations prescribe) which the
Company or the Guarantor may be required to file with said Commission pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended; or, if the Company or the Guarantor is not required to file
information, documents or reports pursuant to either of such sections, then to
file with the Trustee and said Commission, in accordance with 


                                       23
<PAGE>   36

rules and regulations prescribed from time to time by said Commission, such of
the supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended, in respect of a security listed and registered on a national securities
exchange as may be prescribed from time to time in such rules and regulations,
PROVIDED, HOWEVER, that the Company will not be required to file such reports
with the Commission if (1) the Company has received a No-Action letter from the
Commission stating that the Company is exempt from such filing requirement due
to its reporting on a consolidated basis with the Guarantor, and (2) the Company
continues to report on a consolidated basis with the Guarantor;

          (b) to file with the Trustee and the Securities and Exchange
Commission, in accordance with the rules and regulations prescribed from time to
time by said Commission, such additional information, documents, and reports
with respect to compliance by the Company or the Guarantor, as the case may be,
with the conditions and covenants provided for in this Indenture as may be
required from time to time by such rules and regulations;

         (c) to transmit by mail to all Holders of Securities, as the names and
addresses of such holders appear on the Securities register, within thirty days
after the filing thereof with the Trustee, such summaries of any information,
documents and reports required to be filed by the Company or the Guarantor, as
the case may be, pursuant to subsections (a) and (b) of this Section 5.03 as may
be required by rules and regulations prescribed from time to time by the
Securities and Exchange Commission; delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates); and

         (d) to deliver to the Trustee within 120 days after the end of each
fiscal year of the Company (beginning with respect to Securities of any series
with the fiscal year next following the issue date of such series of Securities)
commencing April 30, 1999, a certificate from its principal executive officer,
principal financial officer or principal accounting officer, stating whether to
the best knowledge of the signer thereof, the Company or the Guarantor, as the
case may be, is in compliance (without regard to periods of grace or notice
requirements) with all conditions and covenants under this Indenture, and if the
Company or the Guarantor, as the case may be, shall not be in compliance,
specifying such non-compliance and the nature and status thereof of which such
signer may have knowledge. For purposes of this Section 5.03(d), such compliance
shall be determined without regard to any period of grace or requirement of
notice provided under this Indenture.

         (e) to deliver to the Trustee, as soon as possible and in any event
within five days after the Company becomes or the Guarantor becomes aware of the
occurrence of any Event of Default or an event which, with notice of the lapse
of time or both, would constitute an Event of Default, an Officers' Certificate
setting forth the details of such Event of Default or default and the action
which the Company or the Guarantor proposes to take with respect thereto.

         SECTION 5.04 (a) The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act of 1939 at the times and in the manner
provided pursuant thereto. If required 


                                       24
<PAGE>   37

by Section 313(a) of the Trust Indenture Act of 1939, the Trustee shall, within
sixty days after each May 15, comply with the provisions of such Section 313(a).

         (b) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange, if any, upon which
the Securities are listed, with the Commission and with the Company. The Company
will promptly notify the Trustee when the Securities are listed on any stock
exchange and of any delisting thereof.



                                   ARTICLE SIX

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

         SECTION 6.01 In case one or more of the following Events of Default
shall have occurred and be continuing, that is to say:

         (a) default in the payment of any installment of interest upon any of
the Securities of such series as and when the same shall become due and payable,
and continuance of such default for a period of thirty days; or

          (b) default in the payment of the principal of (or premium, if any,
on) any of the Securities as and when the same shall become due and payable
either at maturity, by declaration of acceleration or otherwise; or

         (c) failure on the part of the Company or the Guarantor duly to observe
or perform any other of the covenants or agreements on the part of the Company
or the Guarantor in the Securities of any one series or in this Indenture
contained for a period of sixty days after the date on which written notice of
such failure, requiring the Company or the Guarantor to remedy the same, shall
have been given to the Company or the Guarantor by the Trustee or to the
Company, the Guarantor and the Trustee by the Holders of at least twenty-five
percent in aggregate principal amount of the Securities of such series at the
time outstanding; or

         (d) default in the payment of any sinking fund installment as and when
the same shall become due and payable by the terms of the Securities of such
series; or

         (e) default by the Company or the Guarantor in the payment of the
principal of, interest on, or other amounts payable in respect of, or failure by
the Company or the Guarantor to perform or comply with any of its other
agreements in respect of any of, its Indebtedness (other than the Securities) in
the aggregate principal or like amount of $20 million or more, which default or
failure permits the holder thereof to declare such Indebtedness immediately due
and payable; provided, however, that if such default or failure in respect of
any such Indebtedness shall be cured by the Company or the Guarantor, as the
case may be, as may be permitted by the terms of such Indebtedness, then the
Event of Default hereunder by reason of such default or failure shall be deemed
likewise to have been cured or waived; or

                                       25
<PAGE>   38

         (f) a court having jurisdiction shall enter a decree or order for
relief in respect to the Company or the Guarantor, as the case may be, in an
involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of the Company or the
Guarantor or of the property of either, or ordering the winding-up or
liquidation of its affairs and such decree or order shall remain unstayed and in
effect for a period of 60 consecutive days; or

         (g) the Company or the Guarantor shall commence a voluntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or shall consent to the entry of an order for relief in an involuntary
case under any such law, or shall consent to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
(or similar official) of the Company or the Guarantor or of its property, or
shall make any general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due or shall take any corporate action
in furtherance of any of the foregoing; or

         (h) any other Event of Default provided in the supplemental indenture
or resolution of the Board of Directors of the Company under which such series
of Securities is issued or in the form of Security for such series;

then and in each and every such case, unless the principal of all the series of
Securities then outstanding shall have already become due and payable, either
the Trustee or the Holders of not less than twenty-five percent in aggregate
principal amount of the Securities of such series then outstanding hereunder, by
notice in writing to the Company and the Guarantor (and to the Trustee if given
by Securityholders), shall declare the principal (or, if the Securities of such
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the term of such series) of all Securities of such
series to be due and payable immediately, and upon any such declaration the same
shall become and shall be immediately due and payable, anything in this
Indenture or in the Securities of such series contained to the contrary
notwithstanding, PROVIDED, HOWEVER, that if an Event of Default specified in
Section 6.01(f) or (g) occurs, all unpaid principal of, premium, if any, and
accrued interest on all outstanding Securities shall, IPSO FACTO, become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder. This provision, however, is subject to the condition
that if, at any time after the principal (or, if Securities of such series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of such series) of the Securities of such series shall
have been so declared due and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as hereinafter
provided, the Company or the Guarantor shall pay, or shall deposit with the
Trustee a sum sufficient to pay, all matured installments of interest, if any,
upon all the Securities of such series and the principal of (and premium, if
any, on) any and all Securities of such series which shall have become due
otherwise than by declaration, with interest upon such principal (and premium,
if any) and (to the extent that payment of such interest is enforceable under
applicable law) upon any overdue installments of interest at the same rate as
the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) specified in the Securities of such series (or at the
respective rates of interest or Yields to Maturity of all the Securities, as the
case may be), to the date of such payment or deposit, and 


                                       26
<PAGE>   39

such amount as shall be sufficient to cover reasonable compensation to the
Trustee, its agents and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Trustee, its agents and counsel except
as a result of its negligence or bad faith, and if any and all defaults under
this Indenture, other than the nonpayment of the principal of Securities which
have become due by acceleration, shall have been remedied - then and in every
such case the Holders of a majority in aggregate principal amount of the
Securities of such series, each series voting as a separate class, then
outstanding by written notice to the Company, the Guarantor and to the Trustee
may waive all defaults with respect to such series and rescind and annul such
declaration and its consequences; but no such waiver or rescission or annulment
shall extend to or shall affect any subsequent default or shall impair any right
consequent thereon.

         For all purposes under this Indenture, if a portion of the principal of
any Original Issue Discount Securities shall have been accelerated and declared
due and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, together with interest, if
any, thereon and all other amounts owing thereunder, shall constitute payment in
full of such Original Issue Discount Securities.

         In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
because of such waiver or rescission or annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such case
the Company, the Guarantor, the Trustee and the Holders of the Securities shall
be restored respectively to their former positions and rights hereunder, and all
rights, remedies and powers of the Company, the Guarantor, the Trustee and the
Holders of the Securities shall continue as though no such proceedings had been
taken.

         SECTION 6.02 The Company covenants that (1) in case default shall be
made in the payment of any installment of interest on any of the Securities of
any issue, as and when the same shall become due and payable, and such default
shall have continued for a period of thirty days, or (2) in case default shall
be made in the payment of the principal of (or premium, if any, on) any of the
Securities of any series when the same shall have become due and payable,
whether upon maturity or upon declaration or otherwise - then, upon demand of
the Trustee, the Company will pay to the Trustee, for the benefit of the Holders
of the Securities of such series, the whole amount that then shall have become
due and payable on all such Securities for principal (and premium, if any) and
interest, as the case may be, with interest upon any overdue principal (and
premium, if any) and (to the extent that payment of such interest is enforceable
under applicable law) upon any overdue installments of interest at the same rate
as the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) specified in the Securities of such series, and, in
addition thereto, such further amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee, its agents and
counsel except as a result of its negligence or bad faith.

                                       27
<PAGE>   40

         Until such demand is made by the Trustee, the Company may pay the
principal of and interest on the Securities of any series to the registered
Holders, whether or not the principal of and interest on the Securities of such
series is overdue.

         In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree and may enforce any such
judgment or final decree against the Company or other obligor upon the
Securities of any series and against the Guarantor and collect in the manner
provided by law out of the property of the Company, the Guarantor or other
obligor upon the Securities of such series wherever situated the moneys adjudged
or decreed to be payable.

         In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company, the Guarantor or any other obligor upon the
Securities of any series under Title 11 of the United States Code or any other
applicable law, or in case a receiver or trustee shall have been appointed for
the property of the Company, the Guarantor or such other obligor, or in case of
any other judicial proceedings relative to the Company, the Guarantor or other
obligor upon the Securities of any series, or to the creditors or property of
the Company, the Guarantor or such other obligor, the Trustee, irrespective of
whether the principal of the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 6.02,
shall be entitled and empowered, by intervention in such proceedings or
otherwise:

         (a) to file and prove a claim or claims for the whole amount of
principal and interest (or, if the Securities of any series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of such series) owing and unpaid in respect of the Securities of any
series, and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
reasonable compensation to the Trustee, its agents and counsel, and for
reimbursement of all expenses and liabilities incurred, and all advances made,
by the Trustee, its agents and counsel except as a result of its negligence or
bad faith) and of the Holders allowed in any judicial proceedings relative to
the Company, the Guarantor or other obligor upon the Securities of any series,
or to the creditors or property of the Company, the Guarantor or such other
obligor; and

         (b) unless prohibited by applicable law and regulations, to vote on
behalf of the Holders of the Securities of any series in any election of a
trustee or a standby trustee in arrangement, reorganization, liquidation or
other bankruptcy or insolvency proceedings or person performing similar
functions in comparable proceedings; and

         (c) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute all amounts received with
respect to the claims of the Holders and of the Trustee on their behalf; and any
receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the Holders to make payments to the Trustee and, in the
event that the Trustee shall consent to the making of payments directly to the
Holders, to pay to the Trustee such amount as shall be sufficient to cover
reasonable compensation to the 


                                       28
<PAGE>   41
Trustee, its agents and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Trustee, its agents and counsel except
as a result of its negligence or bad faith.

         All rights of action and to assert claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities or the production thereof on any trial or
other proceedings relative thereto, any such action or proceedings instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall be for the ratable benefit of the holders of the
Securities.

         In case of a default hereunder the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by the Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or otherwise, and the Trustee may enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.

         SECTION 6.03 Any moneys collected by the Trustee pursuant to Section
6.02 in respect of any series shall be applied in the order following, at the
date or dates fixed by the Trustee and, in case of the distribution of such
moneys on account of principal (or premium, if any) or interest, upon
presentation of the several Securities and stamping thereon the payment if only
partially paid, and upon surrender thereof if fully paid:

                  FIRST:  To the  payment of costs and  expenses  of collection,
         reasonable compensation to the Trustee, its agents and counsel, and all
         other expenses and liabilities incurred, and all advances made, by the
         Trustee except as a result of its negligence or bad faith;

                  SECOND: In case the principal of the Securities of such series
         in respect of which moneys have been collected shall not have become
         and be then due and payable, to the payment of interest on the
         Securities of such series in default, in the order of the maturity of
         the installments of such interest, with interest (to the extent that
         such interest has been collected by the Trustee) upon the overdue
         installments of interest at the same rate as the rate of interest
         specified in such Securities, such payments to be made ratably to the
         persons entitled thereto, without discrimination or preference;

                  THIRD: In case the principal of the Securities of such series
         in respect of which moneys have been collected shall have become and
         shall be then due by declaration or otherwise, to the payment of the
         whole amount then owing and unpaid upon the Securities of such series
         for principal (and premium, if any) and interest, with interest upon
         the overdue principal (and premium, if any), and (to the extent that
         such interest has been collected by the Trustee) upon overdue
         installments of interest, at the same rate as the rate of interest
         specified in the Securities of such series; and in case such moneys
         shall be insufficient to pay in full the whole amount so due and unpaid
         upon the Securities of such series, then to the payment of such
         principal (and premium, if any) and interest or 


                                       29
<PAGE>   42


         Yield to Maturity, as the case may be, without preference or priority
         of principal (and premium, if any) over interest, or Yield to Maturity,
         as the case may be, or of interest or Yield to Maturity, as the case
         may be, over principal (and premium, if any), or of any installment of
         interest over any other installment of interest, or of any Security of
         such series over any other Security, ratably to the aggregate of such
         principal (and premium, if any) and interest or Yield to Maturity.

          SECTION 6.04 No Holder of any Security of any series shall have any
right by virtue or by availing of any provision of this Indenture to institute
any action or proceedings at law or in equity or in bankruptcy or otherwise upon
or under or with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless such Holder previously
shall have given to the Trustee written notice of any Event of Default and
unless also the Holders of not less than twenty-five percent in aggregate
principal amount of the Securities of such series then outstanding shall have
made written request upon the Trustee to institute such action or proceedings in
its own name as trustee hereunder and shall have offered to the Trustee such
indemnity satisfactory to it against the costs, expenses and liabilities to be
incurred therein or thereby and the Trustee, for sixty days after its receipt of
such notice, request and offer of indemnity, shall have failed to institute any
such action or proceedings and no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Section 6.06; it being
understood and intended and being expressly covenanted by the taker and Holder
of every Security with every other taker and Holder and the Trustee that no one
or more Holders of Securities of any series shall have any right in any manner
whatever by virtue or by availing of any provision of this Indenture to affect,
disturb or prejudice the rights of any other Holder of Securities, or to obtain
or seek to obtain priority over or preference to any other such Holder, or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal, ratable and common benefit of all Holders of Securities of the
applicable series. For the protection and enforcement of the provisions of this
Section 6.04, each and every Holder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.

          Notwithstanding any other provision in this Indenture, however, the
right of any Holder of any Security to receive payment of the principal of and
interest on such Security, on or after the respective due dates expressed in
such Security, or to institute 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 6.05 All powers and remedies given by this Article Six to the
Trustee or to the Holders shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any thereof or of any other powers and remedies
available to the Trustee or the Holders, by judicial proceedings or otherwise,
to enforce the performance or observance of the covenants and agreements
contained in this Indenture, and no delay or omission of the Trustee or of any
Holder of any of the Securities in exercising any right or power accruing upon
any default occurring and continuing as aforesaid shall impair any such right or
power or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section 6.04, every
power and remedy given by this Article Six or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Holders.

                                       30
<PAGE>   43

         SECTION 6.06 The Holders of a majority in aggregate principal amount of
the Securities of each series affected (with each series voting as a separate
class) at the time outstanding shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee with respect to the
Securities of such series by this Indenture.

         In the case of any such waiver, the Company, the Guarantor, the Trustee
and the Holders of the Securities shall be restored to their former positions
and rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

         Upon any such waiver, such default shall cease to exist and be deemed
to have been cured and not to have occurred for every purpose of this Indenture;
but no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon.

         SECTION 6.07 The Trustee shall, within ninety days after the occurrence
of a default, give to all Holders of any series, as the names and addresses of
such Holders appear on the Securities register, notice by mail of all defaults
known to the Trustee, which have occurred with respect to such series, unless
such defaults shall have been cured before the giving of such notice (the term
"default" or "defaults" for the purposes of this Section 6.07 being hereby
defined to be any event or events, as the case may be, specified in clauses (a),
(b), (c), (d), (e), (f), (g) and (h) of Section 6.01, not including periods of
grace, if any, provided for therein and irrespective of the giving of written
notice specified in clause (c) of Section 6.01; provided, that, except in the
case of a default in the payment of the principal of (or premium, if any) or
interest on any of the Securities of such series, the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the
executive committee, or a trust committee of directors and/or Responsible
Officers, of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of Securities of such series. The
Trustee shall not be deemed to have knowledge of any default hereunder unless a
Responsible Officer of the Trustee has actual knowledge of the default or the
Trustee receives written notice thereof.

         SECTION 6.08 All parties to this Indenture agree, and each holder of
any Security by his or her acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, 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, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section 6.08 shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group
of Holders of Securities of any series, holding in the aggregate more than ten
percent in principal amount of the Securities outstanding of such series, or, in
the case of any suit relating to or arising under clauses (c) and (h) of Section
6.01 (if the suit relates to Securities of more than one but less than all
series), ten percent in aggregate principal amount of Securities Outstanding
affected thereby, or in the case of any suit relating to or arising under
clauses (c) (if the suit 


                                       31
<PAGE>   44


relates to all the Securities then Outstanding), (f) or (g) of Section 6.01, ten
percent in aggregate principal amount of all Securities Outstanding, or to any
suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security on or after the
due date expressed in such Security.

         SECTION 6.09 The Company and the Guarantor covenant (to the extent that
it may lawfully do so) that they will not at any time insist upon, or plead, or
in any manner whatsoever claim or take the benefit or advantage of, any usury,
stay or extension law wherever enacted, now or at any time hereafter in force,
that may affect the covenants or the performance of this Indenture; and the
Company and the Guarantor (to the extent that it may lawfully do so) hereby
expressly waive all benefit or advantage of any such law and covenant that they
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.


                                  ARTICLE SEVEN

                             CONCERNING THE TRUSTEE

         SECTION 7.01 With respect to the Holders of any series of Securities
issued hereunder, the Trustee, prior to the occurrence of an Event of Default
with respect to the Securities of a particular series and after the curing of
all Events of Default which may have occurred with respect to such series,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default has occurred (which has not
been cured), the Trustee shall exercise such of 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 his or her own affairs.

         No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that

                  (a) prior to the occurrence of an Event of Default with
         respect to the Securities of any series and after the curing of all
         Events of Default with respect to such series which may have occurred:

                           (1) the duties and obligations of the Trustee with
                  respect to the Securities of any series shall be determined
                  solely by the express provisions of this Indenture, and the
                  Trustee shall not be liable except for the performance of such
                  duties and obligations as are specifically set forth in this
                  Indenture, and no implied covenants or obligations shall be
                  read into this Indenture against the Trustee; and

                           (2) in the absence of bad faith on the part of the
                  Trustee, the Trustee may conclusively rely, as to the truth of
                  the statements and the correctness of the opinions expressed
                  therein, upon any certificates or opinions furnished to the

                                       32
<PAGE>   45


                  Trustee and conforming to the requirements of this Indenture;
                  but in the case of any such certificates or opinions which by
                  any provision hereof are specifically required to be furnished
                  to the Trustee, the Trustee shall be under a duty to examine
                  the same to determine whether or not they conform to the
                  requirements of this Indenture;

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

                  (c) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         direction of the Holders of not less than a majority in aggregate
         principal amount of Securities of all series at the time outstanding
         (determined as provided in Section 8.03) relating to the time, method
         and place of conducting any proceeding for any remedy available to the
         Trustee, or exercising any trust or power conferred upon the Trustee,
         under this Indenture.

         No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it.

         SECTION 7.02 Except as otherwise provided in Section 7.01:

                  (a) the Trustee may rely conclusively and shall be protected
         in acting or refraining from acting in reliance upon any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, bond, debenture or other paper or document believed by
         it to be genuine and to have been signed or presented by the proper
         party or parties;

                  (b) any request, direction, order, demand, notice or other
         communication of the Company or the Guarantor mentioned herein shall be
         sufficiently evidenced by an instrument signed in the name of the
         Company or the Guarantor by the Chairman of the Board of Directors or a
         Vice Chairman of the Board of Directors or the President or an
         Executive Vice President and the Secretary or an Assistant Secretary or
         the Chief Financial Officer, the Treasurer or an Assistant Treasurer
         (unless other evidence in respect thereof be herein specifically
         prescribed); and any resolution of the Board of Directors may be
         evidenced to the Trustee by a copy thereof certified by the Secretary
         or an Assistant Secretary of the Company or the Guarantor, as the case
         may be;

                  (c) the Trustee may consult with counsel of its selection and
         the advice of such counsel or any Opinion of Counsel shall be full and
         complete authorization and protection in respect of any action taken,
         suffered or omitted by it hereunder in good faith and in accordance
         with such Opinion of Counsel;

                                       33
<PAGE>   46


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

                  (e) the Trustee shall not be liable for any action taken,
         suffered or omitted by it in good faith and believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Indenture;

                  (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, direction,
         consent, order, bond, debenture or other paper or document but the
         Trustee, in its discretion, may make such further inquiry or
         investigation into such facts or matters as it may see fit, and, if the
         Trustee shall determine to make such further inquiry or investigation,
         it shall be entitled to examine the books, records and premises of the
         Company, personally or by agent or attorney;

                  (g) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys and the Trustee shall not be responsible
         for any misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder; and

                  (h) the rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its right
         to be indemnified, are extended to, and shall be enforceable by, the
         Trustee in each of its capacities hereunder, and to each agent,
         custodian or other Person employed to act hereunder.

          SECTION 7.03 The recitals contained herein and in the Securities
(except in the certificates of authentication) shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for the correctness of
the same. The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Securities or the Guarantees. The Trustee shall not
be accountable for the use or application by the Company of any of the
Securities or of the proceeds thereof.

          SECTION 7.04 The Trustee or the authenticating agent or any paying
agent or Security registrar, in its individual or any other capacity, may become
the owner or pledgee of Securities with the same rights it would have if it were
not Trustee, authenticating agent, paying agent or Security registrar.

          SECTION 7.05 Subject to the provisions of Section 11.04 hereof, all
moneys received by the Trustee shall, until used or applied as herein provided,
be held in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any moneys received by it hereunder
except such as it may agree in writing with the Company to pay thereon. So long
as no Event of Default shall have occurred and be continuing, all interest
allowed on 


                                       34
<PAGE>   47


any such moneys shall be paid from time to time upon the written order of the
Company, signed by its Chairman of the Board of Directors or a Vice Chairman of
the Board of Directors or its President or an Executive Vice President or its
Chief Financial Officer or its Treasurer or an Assistant Treasurer.

          SECTION 7.06 The Company and the Guarantor each covenant and agree to
pay to the Trustee from time to time, and the Trustee shall be entitled to, such
compensation as shall be agreed to by the Company and the Trustee in writing
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) and, except as otherwise
expressly provided, the Company (or the Guarantor, if the Company fails to do
so) will pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
compensation and the expenses and disbursements of its counsel and its agents)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith. If any property other than cash shall at any time be
subject to the lien of this Indenture, the Trustee, if and to the extent
authorized by a receivership or bankruptcy court of competent jurisdiction or by
the supplemental instrument subjecting such property to such lien, shall be
entitled but not required to make advances for the purpose of preserving such
property or of discharging tax liens or other prior liens or encumbrances
thereon and the Trustee shall be entitled to reimbursement thereof. The Company
and the Guarantor also covenant to indemnify the Trustee for, and to hold it
harmless against, any and all damage, claims, loss, liability or expense,
including taxes, incurred without gross negligence or bad faith on the part of
the Trustee, arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its duties hereunder. The obligations of the Company under
this Section 7.06 shall constitute additional indebtedness hereunder. Such
additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular
Securities.

          When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Sections 6.01(f) or Section 6.01(g), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.

         The provisions of this Section shall survive the termination of this
Indenture.

         SECTION 7.07 Except as otherwise provided in Section 7.01, whenever in
the administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, such matter (unless other evidence
in respect thereof be herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by a certificate signed by the Chairman of the Board of
Directors or a Vice Chairman of the Board of Directors or the President or an
Executive Vice President and by the Chief Financial Officer or the Treasurer or
an Assistant Treasurer of the Company and 



                                       35
<PAGE>   48

delivered to the Trustee and such certificate, in the absence of negligence or
bad faith on the part of the Trustee, shall be full warrant to the Trustee for
any action taken, suffered or omitted by it under the provisions of this
Indenture upon the faith thereof.

         SECTION 7.08 If the Trustee has or shall acquire any conflicting
interest within the meaning of the Trust Indenture Act of 1939, the Trustee
shall eliminate such interest or resign to the extent and in the manner provided
by and subject to the provisions of the Trust Indenture Act of 1939.

         SECTION 7.09 The Trustee for each series of Securities hereunder shall
at all times be a corporation organized and doing business under the laws of the
United States or of any State or Territory or of the District of Columbia
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least one hundred million dollars and being subject to
supervision or examination by Federal, State, Territorial, or District of
Columbia authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 7.09 the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 7.09, the Trustee shall resign
immediately in the manner and with the effect specified in Section 7.10.

         SECTION 7.10 (a) The Trustee may at any time resign with respect to one
or more of all series of Securities by giving written notice of resignation to
the Company and to the Guarantor. Upon receiving such notice of resignation the
Company shall promptly appoint a successor trustee by written instrument, in
duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have
accepted appointment within thirty days after the giving of such notice of
resignation, the resigning Trustee may, at the expense of the Company, petition
any court of competent jurisdiction for the appointment of a successor trustee,
or any Securityholder who has been a bona fide holder of a Security or
Securities of the applicable series for at least six months may, subject to the
provisions of Section 6.08, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

         (b)       In case at any time any of the following shall occur--

                  (1) the Trustee of a series of Securities shall fail to comply
        with the provisions of subsection (a) of Section 7.08 after written
        request therefor by the Company or by any Securityholder who has been a
        bona fide holder of a Security or Securities of the applicable series
        for at least six months, or

                 (2) such Trustee shall cease to be eligible in accordance with
        the provisions of Section 7.09 and shall fail to resign after written
        request therefor by the Company or by any such Securityholder, or

                                       36
<PAGE>   49


                 (3) such Trustee shall become incapable of acting, or shall be
        adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its
        property shall be appointed, or any public officer shall take charge or
        control of the Trustee or of its property or affairs for the purpose of
        rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company may remove the Trustee of such series of
Security and appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee,
(ii) subject to the provisions of Section 6.08, any Securityholder who has been
a bona fide Holder of such series of Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee of such series of
Securities and the appointment of a successor trustee, or (iii) such Trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, remove the Trustee and appoint a successor trustee.

         (c) The holders of a majority in aggregate principal amount of the
Securities of a series at the time outstanding may at any time remove the
Trustee of such series of Securities and nominate a successor trustee which
shall be deemed appointed as successor trustee unless within ten days after such
nomination the Company objects thereto, in which case the Trustee so removed or
any Securityholder of the same series, upon the terms and conditions and
otherwise as in subdivision (a) of this Section 7.10 provided, may petition, at
the expense of the Company, any court of competent jurisdiction for an
appointment of a successor trustee. If no successor trustee shall have been so
appointed and have accepted appointment within sixty days after the giving of
such notice of removal, the Trustee being removed may petition, at the expense
of the Company, any court of competent jurisdiction for the appointment of a
successor trustee with respect to the Securities of such series.

         (d) Any resignation or removal of the Trustee of any series of
Securities and any appointment of a successor trustee pursuant to any of the
provisions of this Section 7.10 shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 7.11.

         SECTION 7.11 Any successor trustee appointed as provided in Section
7.10 shall execute, acknowledge and deliver to the Company, to the Guarantor and
to its predecessor trustee an instrument accepting such appointment hereunder,
and thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee herein; but, nevertheless, on the written request of the
Company or of the successor trustee, the trustee ceasing to act shall, upon
payment of any amounts then due it pursuant to the provisions of Section 7.06,
execute and deliver an instrument transferring to such successor trustee all of
the rights and powers of the trustee so ceasing to act. Upon request of any such
successor trustee, the Company and the Guarantor shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to
such successor trustee all such rights and powers. Any

                                       37
<PAGE>   50

trustee ceasing to act shall, nevertheless, retain a lien upon all property or
funds held or collected by such trustee to secure any amounts then due it
pursuant to the provisions of Section 7.06.

         No successor trustee shall accept appointment as provided in this
Section 7.11 unless at the time of such acceptance such successor trustee shall
be qualified under the provisions of Section 7.08 and eligible under the
provisions of Section 7.09.

         Upon acceptance of appointment by a successor trustee of one or more
series of Securities as provided in this Section 7.11, the Company shall mail
notice of the succession of such trustee hereunder to all Holders of Securities
of such series as the names and addresses of such holders appear upon the
Security register. If the Company fails to mail such notice in the prescribed
manner within ten days after acceptance of appointment by the successor trustee,
the successor trustee shall cause such notice to be so mailed at the expense of
the Company.

         SECTION 7.12 Any corporation into which the Trustee of any series of
Securities may be merged or converted or with which it may be consolidated, or
any corporation resulting from any merger, conversion or consolidation to which
the Trustee of such Securities shall be a party, or any corporation succeeding
to all or substantially all the corporate trust business of the Trustee, shall
be the successor of such Trustee hereunder, provided such corporation shall be
qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

          SECTION 7.13 If and when the Trustee shall be or become a creditor of
the Company (or any other obligor upon the Securities), the Trustee shall be
subject to the provisions of the Trust Indenture Act of 1939 regarding the
collection of claims against the Company (or any such other obligor).

         SECTION 7.14 As long as any of the Securities remain outstanding, there
may be one or more authenticating agents appointed by the Trustee of the
Securities of such series to act on its behalf and subject to its direction in
connection with the authentication of the Securities of such series as set forth
in Articles Two and Three. For all purposes of this Indenture, the
authentication and delivery of Securities by any authenticating agent pursuant
to this Section shall be deemed to be authentication and delivery of such
Securities "by the Trustee." Each such authenticating agent shall at all times
be a corporation organized and doing business under the laws of the United
States or of any State or Territory or of the District of Columbia authorized
under such laws to act as authenticating agent, having a combined capital and
surplus of at least ten million dollars, and being subject to supervision or
examination by Federal, State, Territorial, or District of Columbia authority
and shall be satisfactory to the Company. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 7.14, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.

         Any corporation into which an authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or 

                                       38
<PAGE>   51

consolidation to which any authenticating agent shall be a party, or any
corporation succeeding to all or substantially all the corporate agency business
of any authenticating agent, shall continue to be the authenticating agent
without the execution or filing of any paper or any further act on the part of
the Trustee of Securities of such series or the authenticating agent.

         Any authenticating agent may at any time resign by giving written
notice of resignation to the Trustee of the Securities of such series and to the
Company. Such Trustee may at any time terminate the agency of any authenticating
agent by giving written notice of termination to such authenticating agent, to
the Company and to the Guarantor. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time any authenticating agent shall
cease to be eligible in accordance with the provisions of this Section 7.14, the
Trustee promptly shall appoint a successor authenticating agent, if the terms of
this Section 7.14 require that there shall be an authenticating agent, shall
give written notice of such appointment to the Company and to the Guarantor and
shall mail notice of such appointment to all Holders of Securities of such
series as the names and addresses of such Holders appear upon the Securities
register. Any successor authenticating agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally
named as authenticating agent herein. No successor authenticating agent shall be
appointed unless eligible under the provisions of this Section 7.14.

         The Company agrees to pay to the authenticating agent from time to time
reasonable compensation for its services.



                                  ARTICLE EIGHT

                         CONCERNING THE SECURITYHOLDERS

         SECTION 8.01 (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by a specified percentage in principal amount of the Securityholders of any or
all series may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such specified percentage of
Securityholders in person or by agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee, and, where it is
hereby expressly required, to the Company and the Guarantor. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Sections 7.01 and
7.02) conclusive in favor of the Trustee and the Company and the Guarantor, if
made in the manner provided in this section.

         (b) Subject to the provisions of Sections 7.01 and 7.02, the execution
of any instrument by a Securityholder or his or her agent or proxy may be proved
in accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee.

                                       39
<PAGE>   52


         (c) The holding of Securities shall be proved by the Security register
or by a certificate of the registrar thereof.

         SECTION 8.02 The Company, the Guarantor, the Trustee, any
authenticating agent, any paying agent and any Securities registrar may deem and
treat the person in whose name any Security shall be registered upon the
Securities register as the absolute owner of such Security (whether or not such
Security shall be overdue and notwithstanding any notation of ownership or other
writing thereon) for the purpose of receiving payment of or on account of the
principal of (and premium, if any) and, subject to the provisions of this
Indenture, interest on such Security and for all other purposes; and neither the
Company, nor the Guarantor nor the Trustee nor any authenticating agent nor any
paying agent nor any Security registrar shall be affected by any notice to the
contrary. All such payments so made to any such person, or upon his order, shall
be valid, and, to the extent of the sum or sums so paid, effectual to satisfy
and discharge the liability for moneys payable upon any such Security.

         None of the Company, the Trustee or any agent of the Company or the
Trustee shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a
Security in global form, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests. Notwithstanding the
foregoing, with respect to any Security in global form, nothing herein shall
prevent the Company or the Trustee, or any agent of the Company or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by any Depositary (or its nominee) as a Holder, with respect to such
Security in global form or impair, as between such Depositary and owners of
beneficial interests in such Security in global form, the operation of customary
practices governing the exercise of the rights of such Depositary (or its
nominee) as Holder of such Security in global form.


         SECTION 8.03 In determining whether the Holders of the requisite
aggregate principal amount of Securities of any or all series have concurred in
any demand or request, the giving of any notice, direction, consent or waiver or
the taking of any other action under this Indenture, Securities which are owned
by the Company or the Guarantor or any other obligor on the Securities or by any
person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any other obligor on the Securities
shall be disregarded and deemed not to be outstanding for the purpose of any
such determination except that for the purpose of determining whether the
Trustee shall be protected in relying on any such demand, request, notice,
direction, consent or waiver only Securities which a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded.

         SECTION 8.04 At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 8.01, of the taking of any action by the Holders
of the percentage in aggregate principal amount of the Securities of any or all
series, as the case may be, specified in this Indenture in connection with such
action, any holder of a Security the serial number of which is shown by the
evidence to be included in the Securities the Holders of which have joined in
such action may, by filing written notice with the Trustee at its office and
upon proof of ownership as provided in Section 8.01, revoke such action so far
as concerns such Security. 

                                       40
<PAGE>   53

Except as aforesaid any such action taken by the Holder of any Security shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of such Security and of any Security issued upon the transfer thereof or in
exchange or substitution therefor, irrespective of whether or not any notation
in regard thereto is made upon such Security. Any action taken by the Holders of
the percentage in aggregate principal amount of the Securities of any or all
series, as the case may be, specified in this Indenture in connection with such
action shall be conclusively binding upon the Company, the Trustee and the
Holders of all the Securities affected by such action.


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

         SECTION 9.01 The Company and the Guarantor, when authorized by the
resolutions of its Board of Directors, and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act of 1939 as in force
at the date of execution of such supplemental indenture) for one or more of the
following purposes:

                  (a) to evidence the succession of another corporation to the
         Company, or to the Guarantor, or successive successions, and the
         assumption by the successor corporation of the covenants, agreements
         and obligations of the Company or the Guarantor, as the case may be,
         pursuant to Article Ten hereof;

                  (b) to add to the covenants of the Company or the Guarantor
         such further covenants, restrictions, conditions or provisions as the
         Board of Directors of the Company and the Guarantor and the Trustee
         shall consider to be for the protection of the Holders of Securities,
         and to make the occurrence, or the occurrence and continuance, of a
         default in any of such additional covenants, restrictions, conditions
         or provisions a default or an Event of Default permitting the
         enforcement of all or any of the several remedies provided in this
         Indenture; provided, however, that in respect of any such additional
         covenant, restriction, condition or provision such supplemental
         indenture may provide for a particular period of grace after default
         (which period may be shorter or longer than that allowed in the case of
         other defaults) or may provide for an immediate enforcement upon such
         default or may limit the remedies available to the Trustee upon such
         default or may limit the right of the holders of a majority in
         aggregate principal amount of the Securities to waive such default;

                  (c) to provide for the issuance under this Indenture of
         Securities in bearer form (including Securities registrable as to
         principal only) and to provide for exchangeability of such Securities
         with the Securities of the same series issued hereunder in fully
         registered form and to make all appropriate changes for such purposes;

                  (d) to cure any ambiguity or to correct or supplement any
         provision contained herein or in any supplemental indenture which may
         be defective or inconsistent with any 

                                       41
<PAGE>   54

         other provision contained herein or in any supplemental indenture, to
         convey, transfer, assign, mortgage or pledge any property to or with
         the Trustee or to make such other provisions in regard to matters or
         questions arising under this Indenture as shall not adversely affect
         the interests of the Holders of the Securities; and

                  (e) to establish the form or terms of Securities of any series
         as permitted by Sections 2.01, 2.02 or 2.07.

         The Trustee is hereby authorized to join with the Company and the
Guarantor in the execution of any such supplemental indenture, to make any
further appropriate agreements and stipulations which may be therein contained
and to accept the conveyance, transfer, assignment, mortgage or pledge of any
property thereunder, but the Trustee shall not be obligated to enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

         Any supplemental indenture authorized by the provisions of this Section
9.01 may be executed by the Company, the Guarantor and the Trustee without the
consent of the Holders of any of the Securities at the time outstanding.

SECTION 9.02 With the consent (evidenced as provided in Section 8.01) of the
Holders of not less than 66 2/3% in aggregate principal amount of the Securities
at the time Outstanding, the Company and the Guarantor, each when authorized by
resolutions of its Board of Directors, and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act of 1939 as in force
at the date of execution of such supplemental indenture) for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture; PROVIDED,
HOWEVER, that without the consent of the Holder of each Outstanding Security
affected thereby, a supplemental indenture under this Section may not:

                  (a) change the stated maturity of the principal of, or
         premium, if any, on, or any installment of principal of or premium, if
         any, or rate of interest, if any, on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon or any premium
         payable upon the redemption, repurchase or repayment thereof, or change
         the manner in which the amount of any principal thereof or premium, if
         any, or rate of interest, if any, thereon is determined or reduce the
         amount of the principal of any Original Issue Discount Security that
         would be due and payable upon a declaration of acceleration of the
         maturity thereof pursuant to Section 6.02, or change the place of
         payment where, or impair the right to institute suit for the
         enforcement of any such payment on or after the stated maturity thereof
         (or, in the case of redemption, on or after the redemption date);

                  (b) reduce the percentage in principal amount of the
         Outstanding Securities of such series affected thereby, the consent of
         whose Holders is required for any such supplemental indenture, or the
         consent of whose Holders is required for any waiver (of compliance with
         certain provisions of this Indenture or certain defaults hereunder and
         their consequences) provided for in this Indenture;

                                       42
<PAGE>   55

                  (c) waive a default in the payment of principal of, premium,
         if any, or interest, if any, on, any Security of such series;

                  (d) change any obligation of the Company to maintain an office
         or agency in the places and for the purposes specified in Section 4.02;
         or

                  (e) make any change in Section 6.01 or this Section except to
         increase any percentage or to provide that certain other provisions of
         this Indenture cannot be modified or waived without the consent of the
         Holders of each Outstanding Security of such series affected thereby,
         except in circumstances beneficial to the Holders.


         Upon the request of the Company and the Guarantor, accompanied by a
copy of resolutions of its Board of Directors certified by the Secretary or an
Assistant Secretary authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of the consent of
Securityholders as aforesaid, the Trustee shall join with the Company and the
Guarantor in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion but shall not be obligated to enter into such supplemental indenture.

         It shall not be necessary for the Securityholders under this Section
9.02 to consent to the particular form of any proposed supplemental indenture,
but it shall be sufficient if they consent to the substance thereof.

         Promptly after the execution by the Company, the Guarantor and the
Trustee of any supplemental indenture pursuant to the provisions of this Section
9.02, the Company shall mail a notice, setting forth in general terms the
substance of such supplemental indenture, to all Holders of Notes as the names
and addresses of such holders appear upon the Note register. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

         SECTION 9.03 Upon the execution of any supplemental indenture pursuant
to the provisions of this Article Nine, this Indenture shall be and be deemed to
be modified and amended in accordance therewith and the respective rights,
limitation of rights, obligations, duties and immunities under this Indenture of
the Trustee, the Company, the Guarantor and the Holders of Securities of each
series shall thereafter be determined, exercised and enforced hereunder subject
in all respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all purposes.

         The Trustee, subject to the provisions of Sections 7.01 and 7.02, may
receive an Opinion of Counsel as conclusive evidence that any such supplemental
indenture complies with the provisions of this Article Nine.


                                       43
<PAGE>   56

         SECTION 9.04 Securities authenticated and delivered after the execution
of any supplemental indenture pursuant to the provisions of this Article Nine
may bear a notation in form approved by the Trustee for such series as to any
matter provided for in such supplemental indenture. New Securities of any series
so modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any modification or amendment of this Indenture contained in any
such supplemental indenture may be prepared and executed by the Company and the
Guarantor, authenticated by the Trustee or by the authenticating agent on its
behalf and delivered in exchange for the Securities then outstanding.

         Every amendment to this Indenture or the Securities of one or more
series shall be set forth in an Officer's Certificate or supplemental indenture
that complies with the Trust Indenture Act as then in effect.


                                   ARTICLE TEN

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

         SECTION 10.01 Nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation of the Company with, or merger of the
Company into, any other corporation or corporations (whether or not affiliated
with the Company), or successive consolidations or mergers to which the Company
or its successor or successors shall be a party or parties, or shall prevent any
sale or conveyance of the property of the Company as an entirety or
substantially as an entirety to any other corporation (whether or not affiliated
with the Company) authorized to acquire and operate the same; PROVIDED, HOWEVER,
and the Company hereby covenants and agrees, that:

                  (a) upon any such consolidation, merger, sale or conveyance,
         the due and punctual payment of the principal of (and premium, if any)
         and interest on all of the Securities according to their tenor, and the
         due and punctual performance and observance of all of the covenants and
         conditions of this Indenture to be performed or observed by the
         Company, shall be expressly assumed, by supplemental indenture
         satisfactory in form to the Trustee, executed and delivered to the
         Trustee by the corporation formed by such consolidation, or into which
         the Company shall have been merged, or which shall have acquired such
         property;

                  (b) immediately after giving effect to such transaction, no
         Event of Default, and no event which, after notice of lapse of time, or
         both, would become an Event of Default, shall have happened and be
         continuing; and

                  (c) the corporation formed by such consolidation or into which
         the Company is merged or the person which acquires by conveyance or
         transfer the properties and assets of the Company substantially as an
         entirety shall be a corporation organized and existing under the laws
         of the United States of America or any State thereof or the District of
         Columbia.


                                       44
<PAGE>   57

         SECTION 10.02 In case of any such consolidation, merger, sale or
conveyance, and following such an assumption by the successor corporation, such
successor corporation shall succeed to and be substituted for the Company, with
the same effect as if it had been named herein.

         Such successor corporation may cause to be signed, and may issue either
in its own name or in the name of the Company prior to such succession, any or
all of the Securities issuable pursuant to the provisions of Section 2.01 which
theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor corporation instead of the
Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed by the officers of the
Company and endorsed with the Guarantee of the Guarantor and delivered to the
Trustee for authentication pursuant to such provisions and any Securities which
such successor corporation thereafter shall cause to be signed and the Guarantor
shall cause to be endorsed with the Guarantee and such successor corporation
shall cause to be delivered to the Trustee on its behalf for that purpose
pursuant to such provisions. All the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Securities had been issued at the date of the execution
hereof.

         In case of any such consolidation, merger, sale or conveyance, such
changes in phraseology and form may be made in the Securities thereafter to be
issued as may be appropriate.

         Nothing contained in this Indenture or in any of the Securities shall
prevent the Company from merging into itself any other corporation (whether or
not affiliated with the Company) or acquiring by purchase or otherwise all or
any part of the property of any other corporation (whether or not affiliated
with the Company).

         SECTION 10.03 The Trustee, subject to the provisions of Sections 7.01
and 7.02, may receive an Opinion of Counsel as conclusive evidence that any
consolidation, merger, sale or conveyance and any such assumption complied with
the provisions of this Article Ten.

         SECTION 10.04 Nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation or merger of the Guarantor with or
into any other corporation or corporations (whether or not affiliated with the
Guarantor), or successive consolidations or mergers in which the Guarantor or
its successor or successors shall be a party or parties, or shall prevent any
sale or conveyance of all or substantially all of the property of the Guarantor
to any other corporation (whether or not affiliated with the Guarantor)
authorized to acquire and operate the same; PROVIDED, HOWEVER, and the Guarantor
hereby covenants and agrees, that:

                  (a) upon any such consolidation, merger, sale or conveyance,
         the due and punctual payment of the principal of (and premium, if any)
         and interest on all of the Guarantees according to their tenor, and the
         due and punctual performance and observance of all of the covenants and
         conditions of this Indenture to be performed or observed by the
         Guarantor, shall be expressly assumed, by supplemental indenture
         satisfactory in form 


                                       45
<PAGE>   58


         to the Trustee, executed and delivered to the Trustee by the
         corporation formed by such consolidation, or into which the Guarantor
         shall have been merged, or which shall have acquired such property;

                  (b) immediately after giving effect to such transaction, no
         Event of Default, and no event which, after notice of lapse of time, or
         both, would become an Event of Default, shall have happened and be
         continuing; and

                  (c) the corporation formed by such consolidation or into which
         the Guarantor is merged or the person which acquires by conveyance or
         transfer the properties and assets of the Guarantor substantially as an
         entirety shall be a corporation organized and existing under the laws
         of the United States of America or any State thereof or the District of
         Columbia.

         SECTION 10.05 In case of any such consolidation, merger, sale or
conveyance and upon the assumption by the successor corporation, by supplemental
indenture executed and delivered to the Trustee and satisfactory in form to the
Trustee, of the Guarantees endorsed upon the Securities and of the due and
punctual performance of all covenants and conditions of this Indenture to be
performed by the Guarantor, such successor corporation shall succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as Guarantor. Such successor corporation thereupon may cause to be
executed, either in its own name or in the name of Cincinnati Bell Inc., any or
all of the Guarantees to be endorsed upon all of the Securities issuable
hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee.


                                 ARTICLE ELEVEN

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                                UNCLAIMED MONEYS

         SECTION 11.01 If at any time (a) the Company shall have delivered to
the Trustee cancelled or for cancellation all Securities theretofore
authenticated (other than any Securities of such series which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 2.11), or (b) the Company or the Guarantor shall deposit or cause to
be deposited with the Trustee as trust funds, money or U.S. Government
Obligations in an amount sufficient to pay all principal (and premium, if any)
and interest and any other sums due or to become due to the date of maturity or
redemption of such series of securities, but excluding, however, the amount of
any moneys for the payment of principal of (and premium, if any) or interest on
the Securities of such series (1) theretofore deposited with the Trustee and
repaid by the Trustee to the Company in accordance with the provisions of
Section 11.04, or (2) paid to any State or to the District of Columbia pursuant
to its unclaimed property or similar laws, and if in either case the Company
shall also pay or cause to be paid all other sums payable hereunder by the
Company, then this Indenture shall cease to be of further effect (except as to
(i) the provisions applicable to transfers and exchange of the Securities of
such series or (ii) the rights of Holders to receive payments of principal
thereof and interest thereon, and remaining rights of the 

                                       46
<PAGE>   59


Holders to receive mandatory sinking fund payments, if any) and the Trustee, on
demand of and at the cost and expense of the Company, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture,
PROVIDED that in the case of a discharge pursuant to clause (b), the Company has
delivered to the Trustee an opinion of a nationally recognized independent tax
counsel to the Company experienced in such matters to the effect that the
Holders will not recognize income, gain or loss for U.S. federal income tax
purposes as a result of the deposit and discharge pursuant to clause (b) and
will be subject to U.S. federal income tax on the same amount, in the same
manner and at the same times as would have been the case if such deposit and
discharge had not occurred. The Company agrees to reimburse the Trustee for any
costs or expenses thereafter reasonably and properly incurred by the Trustee in
connection with this Indenture or the Securities of such series.

         SECTION 11.02 All moneys deposited with the Trustee pursuant to Section
11.01 shall be held in trust and applied by it to the payment, either directly
or through any paying agent (including the Company acting as its own paying
agent), to the Holders of the particular Securities of such series for the
payment of which such moneys have been deposited with the Trustee, of all sums
due and to become due thereon for principal (and premium, if any) and interest.

         SECTION 11.03 In connection with the satisfaction and discharge of this
Indenture all moneys then held by any paying agent under the provisions of this
Indenture shall, upon demand of the Company, be repaid to it or paid to the
Trustee and thereupon such paying agent shall be released from all further
liability with respect to such moneys.

         SECTION 11.04 Any moneys deposited with or paid to the Trustee or any
paying agent pursuant to any provision of this Indenture for payment of the
principal of (and premium, if any) or interest on any Security of any series and
not applied but remaining unclaimed by the Holders of the Securities of such
series for two years after the date upon which the principal of (and premium, if
any) or interest on such Securities, as the case may be, shall have become due
and payable, shall be repaid to the Company by the Trustee or such paying agent
on written demand; and the Holder of any of the Securities of such series shall
thereafter look only to the Company for any payment which such holder may be
entitled to collect.


                                 ARTICLE TWELVE

                    IMMUNITY OF INCORPORATORS, SHAREHOLDERS,
                        OFFICERS, DIRECTORS AND EMPLOYEES

         SECTION 12.01 No recourse under or upon any obligation, covenant or
agreement of this Indenture, or of any Security of any series, or for any claim
based thereon or otherwise in respect thereof, shall be had against any
incorporator, shareholder, officer, director or employee, as such, past, present
or future, of the Company or of the Guarantor or any successor corporation,
either directly or through the Company or the Guarantor or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issue of the Securities.


                                ARTICLE THIRTEEN

                                       47
<PAGE>   60

                      PARTICULAR COVENANT OF THE GUARANTOR

         SECTION 13.01 So long as any of the Securities of any series remain
outstanding, the Guarantor will maintain in the Borough of Manhattan, The City
of New York, State of New York an office or agency where notices to and demands
or upon the Guarantor in respect of the Securities or of this Indenture may be
served and where the Securities may be presented for payment under the
Guarantees, provided that the Guarantor may maintain in Manhattan a separate
office or agency for one or more of the foregoing purposes. The Guarantor will
give to the Trustee notice of the location of each such office and agency and of
any change in the location of any such office or agency. In case the Guarantor
shall fail to maintain any such office or agency or shall fail to give such
notice of the location or of any change in the location thereof, presentations
and demands may be made and notices may be served at the principal corporate
trust office of the Trustee.


                                ARTICLE FOURTEEN

                           SUBORDINATION OF GUARANTEES

         SECTION 14.01 Notwithstanding anything to the contrary contained in
this Indenture, the Company and the Guarantor each covenant and agree, and each
Holder of Securities, by his or her acceptance thereof, likewise covenants and
agrees, that the Guarantees shall, to the extent and in the manner hereinafter
in this Article Fourteen set forth, be subordinated and subject in right of
payment to the prior payment in full of all Senior Indebtedness of the
Guarantor.

         SECTION 14.02     The Guarantor:

         (a) may not make any payment upon or in respect of the Guarantees
(other than distributions made from any trust created pursuant to Section
11.01 hereof) if:

                  (i) default in the payment of any principal, premium, if any,
         or interest with respect to any Senior Indebtedness occurs and is
         continuing beyond any applicable grace period in the agreement,
         indenture or other document governing the Senior Indebtedness; or

                  (ii) any other default occurs and is continuing with respect
         to any Senior Indebtedness which permits holders of such Senior
         Indebtedness as to which such default relates to accelerate its
         maturity and the Trustee receives a notice of such default (a "Payment
         Blockage Notice") from a person who may give it pursuant to Section
         14.11 hereof. If the Trustee receives any such Payment Blockage Notice,
         no subsequent Payment Blockage Notice shall be effective for purposes
         of this Section 14.03 unless and until at least 360 days shall have
         elapsed since the effectiveness of the immediately prior Payment
         Blockage Notice. No default specified in this clause (ii) that existed
         or was continuing on the date of delivery of any Payment Blockage
         Notice to the Trustee shall be, or be made, the basis for a subsequent
         Payment Blockage Notice, unless such default has been cured or waived
         for a period of not less than 90 days.

         (b) may and shall resume payments on the Guarantees upon the earlier
of:

                  (i) in the case of a default referred to in Section
         14.02(a)(i), the date upon which such default is cured or waived, or

                  (ii) in the case of a default referred to in Section
         14.02(a)(ii) hereof, the earlier of the date on which such default is
         cured or waived or 179 days after the date on which the applicable
         Payment Blockage Notice is received, unless the maturity of such Senior
         Indebtedness has been accelerated.

         SECTION 14.03 Upon any payment or distribution of assets of the
Guarantor of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or total or partial liquidation or
reorganization or the Guarantor, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership or other proceedings, full payment of all
amounts of principal (and premium, if any) and interest then due on all Senior
Indebtedness of the Guarantor shall first be made or duly provided for in money
or money's worth before the holders of the indebtedness evidenced by the
Securities or the Trustee under this Indenture shall be entitled to retain any
assets so paid or distributed pursuant to the Guarantees in respect of the
Securities of any series (for principal (and premium, if any) or interest) or of
this Indenture; and upon any such dissolution or winding-up or liquidation or
reorganization, any payment or distribution of assets of the Guarantor of any
kind or character, whether in case, property or 



                                       48
<PAGE>   61


securities, to which the Holders of the Securities of such series or the Trustee
under this Indenture would be entitled pursuant to the Guarantees except for the
provisions of this Article Fourteen shall be paid, by the Guarantor or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other person
making such payment or distribution directly to the holders of Senior
Indebtedness of the Guarantor or their representatives, to the extent necessary
to make full payment of all amounts of principal (and premium, if any) and
interest due on all such Senior Indebtedness of the Guarantor, in money or
money's worth, after giving effect to any concurrent payments or distributions
to, or for the benefit of, the holders of such Senior Indebtedness of the
Guarantor, before any payment or distribution is made to the holders of the
indebtedness evidenced by the Securities or to the Trustee under this Indenture,
provided, however, that nothing in this Section 14.03 shall apply to claims of,
or payments to, the Trustee under or pursuant to Section 7.06.

         SECTION 14.04 In the event that the Trustee or any Holder receives any
payment of any obligations with respect to the Guarantees at a time when the
Trustee or such Holder, as applicable, has actual knowledge that such payment is
prohibited by Sections 14.02 and 14.03 hereof, such payment shall be held by the
Trustee or such Holder, in trust for the benefit of, and shall be paid
immediately, upon written request, to the holders of Senior Indebtedness for
application to the payments due under such Senior Indebtedness remaining unpaid
to the extent necessary to cover all such payments due in full in accordance
with their terms, after giving effect to any concurrent payment or distribution
to or for the holders of Senior Indebtedness.

         SECTION 14.05 The Guarantor shall give prompt written notice to the
Trustee of any dissolution, winding-up, liquidation or reorganization of the
Guarantor within the meaning of this Article Fourteen. Upon any payment or
distribution of assets of the Guarantor referred to in this Article Fourteen,
the Trustee, subject to the provisions of Section 7.01, shall be entitled to
rely upon a certificate of the receiver, trustee in bankruptcy, liquidating
trustee, agent or other person making such payment or distribution, delivered to
the Trustee or to the Holders of Securities, for the purpose of ascertaining the
persons entitled to participate in such distribution, the holders of Senior
Indebtedness of the Guarantor and other indebtedness of the Guarantor, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article Fourteen.

         The Guarantor and the Company each agree to notify promptly the Trustee
of any other facts known to either the Guarantor or the Company that could cause
a payment of any obligations with respect to the Guarantees in contravention of
this Article Fourteen, but failure to give such notice shall not affect the
subordination of the Guarantees to Senior Indebtedness as provided in this
Article Fourteen.

         SECTION 14.06 Subject to the payment in full of all amounts of
principal (and premium, if any) and interest due on all Senior Indebtedness of
the Guarantor, the holders of the Securities of any series shall be subrogated
pro rata (based on respective amounts paid over for the benefit of the holders
of such Senior Indebtedness of the Guarantor) with the holders of any other
subordinated indebtedness of the Guarantor that by its terms ranks pari passu
with the Guarantees (such subordinated indebtedness being hereinafter in this
Section 14.06 referred to 

                                       49
<PAGE>   62


as "pari passu indebtedness") to the rights of the holders of Senior
Indebtedness of the Guarantor to receive payments or distributions of assets of
the Guarantor made on Senior Indebtedness of the Guarantor until the principal
of (and premium, if any) and interest on the Securities of such series shall be
paid in full; and, for the purposes of such subrogation, no payments or
distributions to the holders of Senior Indebtedness of the Guarantor to which
the Holders of the Securities of such series or the holders of pari passu
indebtedness, or the Trustee or the trustee with respect to any pari passu
indebtedness would be entitled except for the provisions of this Article
Fourteen shall, as between the Guarantor, its creditors other than the holders
of Senior Indebtedness of the Guarantor and the Holders of the Securities of
such series and the Holders of pari passu indebtedness be deemed to be a payment
by the Guarantor on account of the Guarantees, it being understood that the
provisions of this Article Fourteen are and are intended solely for the purpose
of defining the relative rights of the Holders of the Securities of such series,
the holders of pari passu indebtedness and the holders of Senior Indebtedness of
the Guarantor. 

         SECTION 14.07 Nothing contained in this Article Fourteen or elsewhere
in this Indenture, in the Securities of any series or in the Guarantees, is
intended to or shall impair, as among the Guarantor, its creditors other than
the holders of Senior Indebtedness of the Guarantor, and the Holders of the
Securities of such series, the obligation of the Guarantor set forth in Section
2.16 or is intended to or shall affect the relative rights of the Holders of the
Securities of such series or of other pari passu indebtedness and other
creditors of the Guarantor other than the holders of Senior Indebtedness of the
Guarantor, nor shall anything herein or therein prevent the Trustee or (subject
to the provisions of Section 6.04) the Holder of any Securities of such series
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article Fourteen
of the holders of Senior Indebtedness of the Guarantor in respect of cash,
property or securities of the Guarantor received upon the exercise of any such
remedy.

         Nothing contained in this Article Fourteen or elsewhere in this
Indenture, in the Securities of any series or in the Guarantees, is intended to
or shall impair the obligation of the Company, which is absolute and
unconditional and not subordinate to any other obligation of the Company, to pay
the principal of (and premium, if any) and interest on the Securities of such
series, as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the rights against the Company of
the Holders of the Security of such series, nor shall anything herein or therein
prevent the Trustee or (subject to the provisions of Section 6.04) the Holder of
any security of such series from exercising all remedies relative to the Company
permitted by applicable law upon default under this Indenture.

         SECTION 14.08 Nothing contained in this Article Fourteen or elsewhere
in this Indenture, or in the Securities of any series or in the Guarantees, is
intended to or shall prevent the Guarantor from making any payment pursuant to
the Guarantees of the principal of (and 

                                       50
<PAGE>   63


premium, if any) or interest on the Securities of such series at any time except
under the conditions described in Section 14.02 or during the pendency of any
dissolution, winding-up, liquidation or reorganization of the Guarantor,
PROVIDED, HOWEVER, that payments by the Guarantor pursuant to the Guarantees may
be made during the pendency of any such proceedings of the Company.

         SECTION 14.09 Each Holder of Securities by his or her acceptance
thereof authorizes and directs the Trustee in its behalf to take such action as
may be necessary or appropriate to effectuate the subordination as provided in
this Article Fourteen and appoints the Trustee his or her attorney-in-fact for
any and all such purposes.

         SECTION 14.10 The Trustee shall be entitled to all of the rights set
forth in this Article Fourteen in respect of any Senior Indebtedness of the
Guarantor at any time held by it, to the same extent as any other holder of
Senior Indebtedness of the Guarantor, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.

         SECTION 14.11 Notwithstanding any of the provisions of this Article
Fourteen or any other provision of this Indenture, the Trustee shall not at any
time be charged with knowledge of the existence of any facts which would
prohibit the making of any payment of moneys to or by the Trustee, unless and
until the Trustee shall have received written notice thereof at the principal
corporate trust office of the Trustee from the Guarantor, from a Representative
or, ONLY in cases where there is no Representative from one or more holders of
Senior Indebtedness of the Guarantor, and, prior to the receipt of any such
written notice, the Trustee, subject to the provisions of Section 7.01, shall be
entitled to assume that no such facts exist; PROVIDED, that, if not less than
three business days prior to the date upon which by the terms hereof any such
moneys may become payable for any purpose (including, without limitation, the
payment of either the principal (and premium, if any) or interest on any
Security) the Trustee shall not have received with respect to such moneys the
notice provided for in this Section 14.11, then, anything herein contained to
the contrary notwithstanding, the Trustee shall have full power and authority to
receive such moneys and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary which may be
received by it on or after such date.

         SECTION 14.12 In the event that the Trustee determines in good faith
that further 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 Fourteen, the Trustee may request such person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness of the Guarantor 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 Fourteen,
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 14.13 With respect to the holders of Senior Indebtedness of the
Guarantor, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article
Fourteen, and no implied covenants or obligations with respect to the holders of
Senior Indebtedness of the Guarantor shall be read into 

                                       51
<PAGE>   64

this Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness of the Guarantor and shall
not be liable to any holder of Senior Indebtedness of the Guarantor if it shall
pay over or deliver to Holders of Securities, the Company or any other person,
moneys or assets to which any holder of Senior Indebtedness of the Guarantor
shall be entitled by virtue of this Article Fourteen or otherwise.

         SECTION 14.14 If payment of the Guarantees is accelerated because of an
Event of Default of the Company, the Guarantor shall promptly notify holders of
Senior Indebtedness of the acceleration.

         SECTION 14.15 This Article 14 shall not apply to any payments to be
made on the Securities from funds held in trust pursuant to Article 11
provided that this Article 14 did not prohibit the deposit of such funds into
trust at the time of such deposit.

         SECTION 14.16 Notwithstanding anything herein contained to the
contrary, all the provisions of this Indenture shall be subject to the
provisions of this Article Fourteen, so far as the same may be applicable
thereto.

                                 ARTICLE FIFTEEN

                            MISCELLANEOUS PROVISIONS

         SECTION 15.01 All the covenants, stipulations, promises and agreements
in this Indenture contained by or in behalf of the Company or the Guarantor
shall bind their successors and assigns, whether so expressed or not.

         SECTION 15.02 Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company or the Guarantor shall and may be done and performed with
like force and effect by the like board, committee or officer of any corporation
that shall at the time be the lawful sole successor of the Company or the
Guarantor.

         SECTION 15.03 The Company and the Guarantor by instrument in writing
executed by authority of two-thirds of its Board of Directors and delivered to
the Trustee may surrender any of the powers or rights reserved to the Company or
the Guarantor and thereupon such power or right so surrendered shall terminate
as to the Company and the Guarantor and as to any successor corporations.

         SECTION 15.04 Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the Holders of Securities to or on the Company or on the Guarantor maybe given
or served by being deposited postage prepaid in a post office letter box
addressed as follows: if to the Company, Chief Financial Officer, Cincinnati
Bell Telephone Company, 201 East Fourth Street, Cincinnati, Ohio 45202; and if
to the Guarantor, Chief Financial Officer, Cincinnati Bell Inc., 201 East Fourth
Street, Cincinnati, Ohio 45202. Any notice, direction, request or demand by any
Securityholder to or upon the Trustee shall be deemed to have been sufficiently
given or made for all purposes if given or made in writing at the principal
corporate trust office of the Trustee.

         SECTION 15.05 Upon any application or demand by the Company or on the
Guarantor to the Trustee to take any action under any of the provisions of this
Indenture, the Company or the Guarantor shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent have been complied with, except that in the case of any such
application or


                                       52
<PAGE>   65

demand as to which the furnishing of such document is specifically required by
any provision of this Indenture relating to such particular application or
demand, no additional certificate or opinion need be furnished.

         Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include: (1) a statement that the person
making such certificate or opinion has read such covenant or condition; (2) 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; (3) a statement that, in the opinion of such person, 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 (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

         SECTION 15.06 If the date of maturity of interest on or principal (and
premium, if any) of the Securities of any series shall not be a Business Day,
then payment of interest or principal (and premium, if any) need not be made on
such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on the date of maturity, and no interest shall
accrue for the period after such date.

         SECTION 15.07 If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with any provision included in this Indenture
which is required to be included in this Indenture by any of Section 310 to 317,
inclusive, of the Trust Indenture Act of 1939, such required provision shall
control.

         SECTION 15.08 This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

         SECTION 15.09 This Indenture, each Security and each Guarantee shall be
governed by and construed in accordance with the laws of the State of New York
without regard to conflicts of laws principles thereof. This Indenture is
subject to the Trust Indenture Act and if any provision hereof limits, qualifies
or conflicts with any provision of the Trust Indenture Act, which is required
under such Act to be a part of and govern this Indenture, the latter provision
shall control. If any provision of this Indenture modifies or excludes any
provision of the Trust Indenture Act that may be so modified or excluded the
latter provision shall be deemed to apply to this Indenture as so modified or to
be excluded, as the case may be. Whether or not this Indenture is required to be
qualified under the Trust Indenture Act, the provisions of the Trust Indenture
Act required to be included in an indenture in order for such indenture to be so
qualified shall be deemed to be included in this Indenture with the same effect
as if such provisions were set forth herein and any provisions hereof that may
not be included in an indenture that is so qualified shall be deemed to be
deleted or modified to the extent such provisions would be required to be
deleted or modified in an indenture so qualified.

                                       53
<PAGE>   66

         SECTION 15.10 In case any provision of this Indenture or the Securities
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 15.11 The Trustee may make reasonable rules for action by or
at a meeting of holders of the Guarantees. The Registrar, Paying Agent or Tender
Agent may make reasonable rules for their respective functions.




                                       54
<PAGE>   67


         The Bank of New York hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.

         IN WITNESS WHEREOF, CINCINNATI BELL TELEPHONE COMPANY has caused this
Indenture to be signed and acknowledged by its Chairman, its President, one of
its Executive Vice Presidents or its Chief Financial Officer or Treasurer,
CINCINNATI BELL INC. has caused this Indenture to be signed and acknowledged by
its Chairman, its President, one of its Executive Vice Presidents or its Chief
Financial Officer or Treasurer, and THE BANK OF NEW YORK has caused this
Indenture to be signed and acknowledged by one of its Vice Presidents. Executed
and delivered as of the day and year first written above.

                                     CINCINNATI BELL TELEPHONE COMPANY



                                     By______________________________
                                       Date _________, 1998

                                     CINCINNATI BELL INC.



                                     By______________________________
                                       Date _________, 1998


                                     THE BANK OF NEW YORK



                                     By________________________________
                                       Date _________, 1998



                                       55
<PAGE>   68


                                   APPENDIX A


                                 [FORM OF NOTE]

                                     [FACE]

NO. _________________                                         $_______________

                        CINCINNATI BELL TELEPHONE COMPANY
                                                           CUSIP NO.__________

                         GUARANTEED ___ YEAR ____% NOTE,
                                DUE _____________
         CINCINNATI BELL TELEPHONE COMPANY, an Ohio corporation (herein referred
to as the "Company"), for value received, hereby promises to pay to _______, or
registered assigns, at the office or agency of the Company in the City of
Cincinnati, State of Ohio, or at the option of the registered holder, at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, State of New York, the principal sum of__________________ dollars on
___________________in such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of public and
private debts, and to pay interest, on said principal sum at the rate per annum
specified in the title of this Note, at either of said offices or agencies, in
like coin or currency, until payment of said principal sum has been made or duly
provided for; provided, however, that payment of interest may be made at the 
option of the Company by check mailed to the address of the person entitled 
thereto at such address as it shall appear on the Note register. Holders of over
$5 million in principal amount of Notes have the option of receiving payment by
wire by notifying the Paying Agent one business day prior to the payment date. 
Interest will be computed on the basis of a 360-day year of twelve 30-day 
months.

                                      A-1
<PAGE>   69


         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.

         This Note shall not be valid or become obligatory for any purpose until
the appropriate certificate of authentication hereon shall have been executed by
or on behalf of the Trustee under the Indenture referred to on the reverse
hereof.

         IN WITNESS WHEREOF, Cincinnati Bell Telephone Company has caused this
Instrument to be signed by its duly authorized officers, by a facsimile of each
of their signatures, and has caused a facsimile of its corporate seal to be
affixed hereunto or imprinted hereon.

                                    CINCINNATI BELL TELEPHONE COMPANY


                                    By_________________________________
                                                   President


                                    ___________________________________
                                         Chief Financial Officer


                     [FORM OF CERTIFICATE OF AUTHENTICATION]


         This is one of the Securities of the series designated herein and
referred to in the within-mentioned Indenture.

                                    THE BANK OF NEW YORK,
                                        As Trustee,


                                    By_________________________________
                                         Authorized Signatory

                [FORM OF ALTERNATE CERTIFICATE OF AUTHENTICATION]


         This is one of the Securities of the series designated herein and
referred to in the within-mentioned Indenture.

                                   THE BANK OF NEW YORK,
                                        As Trustee,


                                   By________________________________

                                      A-2



<PAGE>   70

                                         Authenticating Agent


                                   By________________________________
                                         Authorized Signature


                                 [FORM OF NOTE]

                                    [REVERSE]


                        CINCINNATI BELL TELEPHONE COMPANY

                       GUARANTEED ____ YEAR ______% NOTE,
                             DUE __________________

          This Note is one of a duly authorized issue of Notes of the Company,
designated as set forth on the face hereof (herein referred to as the "Notes"),
limited to the aggregate principal amount of $________________, all issued or to
be issued under and pursuant to an indenture dated as of _________________
(herein referred to as the "Indenture"), duly executed and delivered by the
Company, by Cincinnati Bell Inc., as guarantor (herein referred to as the
"Guarantor"), and The Bank of New York, as Trustee (herein referred to as the
"Trustee"), to which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company, the
Guarantor and the holders (the words "holders" or "holder" meaning the
registered holders or registered holder) of the Notes.

         In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.

         The Indenture contains provisions permitting the Company, the Guarantor
and the Trustee, with the consent of the holders of not less than 66 2/3% in
aggregate principal amount of the Notes at the time outstanding, evidenced as in
the Indenture provided, to execute supplemental indentures adding any provisions
to or changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in any manner the rights
of the holders of the Notes; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Notes, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any premium payable upon the redemption thereof,
without the consent of the holder of each Note so affected, or (ii) reduce the
aforesaid percentage of Notes, the consent of the holders of which is required
for any such supplemental indenture, without the consent of the holders of all
Notes then outstanding. It is also provided in the Indenture that the holders of
a majority in aggregate principal amount of the Notes at the time outstanding
may on behalf of the holders of all of the Notes waive any past 



                                      A-3
<PAGE>   71


default under the Indenture and its consequences, except a default in the
payment of the principal of (or premium, if any) or interest on any of the
Notes. Any such consent or waiver by the holder of any Note (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such holder and
upon all future holders and owners of such Note and of any Note issued upon the
transfer thereof or in exchange or substitution therefor, irrespective of
whether or not any notation of such consent or waiver is made upon such Note or
such other Note.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the places, at the respective times, at the rate and in
the coin or currency herein prescribed.

         The Notes are issuable as registered Notes without coupons in
denominations of $1,000 and any integral multiple of $1,000. At either of the
offices or agencies of the Company referred to on the face hereof and in the
manner and subject to the limitations provided in the Indenture, Notes may be
exchanged without a service charge for a like aggregate principal amount of
Notes of other authorized denominations.

         The Notes may be represented by one or more global Notes deposited with
The Depository Trust Company ("DTC") and registered in the name of the nominee
of DTC, with certain limited exceptions. So long as DTC or any successor
depository or its nominee is the registered Holder of a global Note, DTC, such
depository or such nominee, as the case may be, will be considered to be the
sole Holder of the Notes for all purposes of the Indenture. Except as provided
below, an owner of a beneficial interest in a global Note will not be entitled
to have Notes represented by such global Note registered in such owner's name,
will not receive or be entitled to receive physical delivery of the Notes in
certificated form and will not be considered the owner or Holder thereof under
the Indenture. Each person owning a beneficial interest in a global Note must
rely on DTC's procedures and, if such person is not a participant, on the
procedures of the participant through which such person owns its interest, to
exercise any rights of a Holder under the Indenture. If the Company requests any
action of Holders or if an owner of a beneficial interest in a global Note
desires to take any action that a Holder is entitled to take under the
Indenture, DTC will authorize the participants holding the relevant beneficial
interests to give or take such action, and such participants will otherwise act
upon the instructions of beneficial owners holding through them.

         If at any time DTC notifies the Company that it is unwilling or unable
to continue as depository for the global Note or Notes or if at any time DTC
ceases to be a clearing agency registered under the Securities Exchange Act of
1934, as amended, if so required by applicable law or regulation, the Company
shall appoint a successor depository with respect to such global Note or Notes.
If a successor depository for such global Note or Notes is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such unwillingness, inability or ineligibility or the Company, in its sole
discretion, determines at any time that all Outstanding Notes (but not less than
all) issued or issuable in the form of one or more global Notes shall no longer
be represented by such global Notes, then the Company shall execute, and the
Trustee shall authenticate and deliver, definitive Notes of like series, rank,
tenor and terms in definitive form in an aggregate principal amount equal to the
principal amount of 


                                      A-4
<PAGE>   72



such global Note or Notes. If any beneficial owner of an interest in a permanent
global Note is otherwise entitled to exchange such interest for Notes of such
series and of like tenor and principal amount of another authorized form and
denomination, as contemplated by the Indenture and provided that any applicable
notice provided in the permanent global Note shall have been given, then without
unnecessary delay, the Company shall execute, and the Trustee shall authenticate
and deliver, definitive Notes in aggregate principal amount equal to the
principal amount of such beneficial owner's interest in such permanent global
Note.

         Upon the exchange of a Note in global form for Notes in certificated
form, such Note in global form shall be canceled by the Trustee. Notes in
certificated form issued in exchange for a Note in global form shall be
registered in such names and in such authorized denominations as the Depositary
for such Note in global form, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Notes to the Persons in whose names such Notes are so
registered.

         None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in this Note in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
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 any depository,
as a Holder, with respect to this Note in global form or impair, as between such
depository and owners of beneficial interests in such global Note, the operation
of customary practices governing the exercise of the rights of such depository
(or its nominee) as Holder of such global Note.


                                      A-5
<PAGE>   73


         No recourse shall be had for the payment of the principal of (or
premium, if any) or the interest on this Note or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, shareholder (other
than the Guarantor, to the extent of its obligations under the Guarantee
endorsed hereon), officer, director or employee, as such, past, present or
future, of the Company or of the Guarantor or of any successor corporation,
either directly or through the Company or the Guarantor or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

         This Note shall be deemed a contract made under the laws of the State
of New York and for all purposes shall be governed by and construed in
accordance with the laws of said State.


                   [FORM OF SUBORDINATED GUARANTEE OF PAYMENT]

                        SUBORDINATED GUARANTEE OF PAYMENT

                             OF CINCINNATI BELL INC.


         FOR VALUE RECEIVED, Cincinnati Bell Inc., a corporation duly organized
and existing under the laws of the State of Ohio (herein called the
"Guarantor"), hereby guarantees to the holder of the Note upon which this
Guarantee is endorsed the payment of the principal of (and premium, if any) and
interest on said Note (including the costs and expenses of collection), in
accordance with the terms thereof and of the Indenture referred to therein. In
the event of any assignment of said Note, the Guarantor shall have all defenses
against the assignee which the Company or the Guarantor may have against the
assignor or any prior assignors. The Guarantor hereby covenants that this
Guarantee will not be discharged except by payment in full of the principal of
(and premium, if any) and interest on said Note (including the costs and
expenses of collection).

         The Guarantor shall be subrogated to all rights of the holder of said
Note against the Company in respect of any amounts paid by the Guarantor
pursuant to the provisions of this Guarantee; provided, however, that the
Guarantor shall not be entitled to enforce, or to receive any payments arising
out of or based upon, such right of subrogation until the principal of (and
premium, if any) and interest on all Notes issued under said Indenture held by
others (including the costs and expenses of collection) shall have been paid in
full.

         The obligations evidenced by this Guarantee shall be, to the extent and
in the manner provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness of the Guarantor
(as defined in the Indenture).

                                      A-6
<PAGE>   74

The Note on which this Guarantee is endorsed is issued subject
to the provisions of the Indenture with respect to such subordination, and each
holder of said Note, by accepting the same, agrees to and shall be bound by such
provisions of the Indenture.

         This Guarantee shall not be valid or become obligatory for any purpose
until the certificate of authentication on said Note shall have been manually
executed by the Trustee under the Indenture referred to in said Note.

         IN WITNESS WHEREOF, Cincinnati Bell Inc. has caused this Guarantee to
be executed in its corporate name by the manual or facsimile signatures of its
Chairman of the Board, its President or one of its Executive Vice Presidents and
its Chief Financial Officer, Treasurer or one of its Assistant Treasurers and
has caused a facsimile of its corporate seal to be affixed hereunto or imprinted
hereon.


                                     CINCINNATI BELL INC.

[Corporate Seal]
                                     By:___________________________________
                                              President

                                     By:___________________________________
                                              Chief Financial Officer

                              [END OF FORM OF NOTE]

                                      A-7


<PAGE>   1
                                                                       Exhibit 5

(513) 651-6800
                                                                October 13, 1998



Cincinnati Bell Inc.
201 East Fourth Street
Cincinnati, Ohio 45202

Cincinnati Bell Telephone Company
201 East Fourth Street
Cincinnati, Ohio 45202

Ladies and Gentlemen:

         Referring to the Registration Statement which Cincinnati Bell Inc.
("CBI") and Cincinnati Bell Telephone Company ("CBT") intend to file on or about
October 13, 1998 with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, related to the $350,000,000 principal amount
of CBI's debt securities (the "Debt Securities"), to be issued under an
Indenture (the "CBI Indenture") between CBI and The Bank of New York, Trustee,
and CBT's guaranteed debt securities (the "Guaranteed Debt Securities") and
CBI's guarantees thereof (the "Guarantees"), to be issued under an Indenture
(the "CBT Indenture") among CBT, CBI and The Bank of New York, Trustee, we are
of the opinion that:

                  (1) The execution and delivery of the CBI Indenture by CBI,
when completed as set forth in paragraph 2 below, and the issuance of the Debt
Securities have been duly authorized by the appropriate corporate actions of
CBI. The execution and delivery of the CBT Indenture by CBT and CBI, when
completed as set forth in paragraph 2 below, and the issuance of the Guaranteed
Debt Securities and Guarantees have been duly authorized by the appropriate
corporate actions of CBT and CBI.

                  (2) The CBI Indenture, when the final terms for the Debt
Securities have been determined and when it has been duly authorized, executed
and delivered by each of the parties thereto, will be a valid and binding
agreement of CBI in accordance with its terms. The CBT Indenture, when the final
terms for the Guaranteed Debt Securities have been determined and when it has
been duly authorized, executed and delivered by each of the parties thereto,
will be a valid and binding agreement of CBI and CBT in accordance with its
terms, provided 



<PAGE>   2

that at such time all required orders authorizing the issuance and sale of the
Guaranteed Debt Securities have been issued by the appropriate state regulatory
agencies and are still in effect.

                  (3) If the provisions of paragraph (2), above, relating to the
CBI Indenture have been fully complied with, the Debt Securities, when paid for
and when duly executed, authenticated and delivered in accordance with the
provisions of the CBI Indenture, will be valid and binding obligations of CBI,
in accordance with their terms and entitled to the benefits of the CBI
Indenture. If the provisions of paragraph (2), above, relating to the CBT
Indenture have been fully complied with, the Guaranteed Debt Securities and the
Guarantees, when paid for and when duly executed, authenticated and delivered in
accordance with the provisions of the CBT Indenture, will be valid and binding
obligations of CBT and CBI, respectively, in accordance with their terms and
entitled to the benefits of the CBT Indenture.

         This opinion is qualified to the extent that the enforceability of the
CBI Indenture, CBT Indenture, the Debt Securities, the Guaranteed Debt
Securities and the Guarantees are subject to (i) applicable bankruptcy,
insolvency, reorganization or other laws in effect from time to time relating to
or affecting the rights of creditors generally, (ii) general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law), and (iii) the effect of the federal or state securities
laws on the enforceability of provisions relating to indemnification or
contribution.

         We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement referred to
above. We also consent to the use of our name in the related prospectus under
the heading "Legal Opinions".



                                                          Very truly yours,


                                                          /s/ Frost & Jacobs LLP

<PAGE>   1
                                                                  Exhibit 12-A



                              CINCINNATI BELL INC.
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                              (Millions of Dollars)
<TABLE>
<CAPTION>
                                                                                                                        Six
                                                                                                                       Months
                                                                                  Year Ended                           Ended
                                                                                  December 31,                        June 30,
                                                        ----------------------------------------------------------    --------
                                                            1993       1994           1995      1996          1997      1998
                                                            ----       ----           ----      ----          ----      ----
<S>                                                      <C>         <C>          <C>         <C>          <C>        <C>   
Earnings
   (a)    Income (loss) before income taxes,
          extraordinary charges and cumulative
          effect of change in accounting principle       $ (55.1)    $ 117.6      $ (19.6)    $ 284.7      $ 296.9    $ 98.7
   (b)    Adjustment for undistributed (income)
          losses of partnerships                             1.3         1.3         (4.5)       (3.4)        (2.1)    (10.9)
   (c)    Interest expense                                  45.8        49.5         52.8        33.9         35.5      28.4
   (d)    One third of rental expense                       23.6        23.9         23.1        27.6         34.4      21.8
                                                       ---------    --------     --------    --------     --------   -------
          Total Earnings                                  $ 15.6     $ 192.3       $ 51.8     $ 342.8      $ 364.7   $ 138.0
                                                       =========    ========     ========    ========     ========   =======


Fixed Charges
   (a)    Interest expense                                $ 45.8      $ 49.5       $ 52.8      $ 33.9       $ 35.5    $ 28.4
   (b)    One third of rental expense                       23.6        23.9         23.1        27.6         34.4      21.8
                                                       ---------    --------     --------    --------     --------   -------
                                                          $ 69.4      $ 73.4       $ 75.9      $ 61.5       $ 69.9    $ 50.2
                                                       =========    ========     ========    ========     ========   =======
Ratio of earnings to  fixed charges                           --        2.62           --        5.57         5.22      2.75

Coverage deficiency                                       $ 53.8          --       $ 24.1          --           --        --
</TABLE>








<PAGE>   1
                                                                    Exhibit 12-B


                        CINCINNATI BELL TELEPHONE COMPANY
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                              (Millions of Dollars)
<TABLE>
<CAPTION>

                                                                          Year Ended                       Six Months Ended,
                                                                         December 31,                            June 30,
                                                              --------------------------------------   ------------------------
                                                                 1995           1996         1997          1997         1998
                                                                 ----           ----         ----          ----         ----
<S>                                                              <C>           <C>          <C>            <C>          <C>   
Earnings
   (a)    Income (loss) before income taxes,
          extraordinary charges and cumulative
          effect of change in accounting principle               $ (21.4)      $ 142.3      $ 132.1        $ 72.6       $ 55.9
   (c)    Interest expense                                          26.9          17.4         20.4          10.2          9.5
   (d)    One-third of rental expense                                3.7           2.5          3.2           1.3          1.8
                                                             -----------   -----------  -----------   -----------  -----------

          Total Earnings                                           $ 9.2       $ 162.2      $ 155.7        $ 84.1       $ 67.2
                                                             ===========   ===========  ===========   ===========  ===========

Fixed Charges
   (a)    Interest expense                                        $ 26.9        $ 17.4       $ 20.4        $ 10.3        $ 9.5
   (b)    One-third of rental expense                                3.7           2.5          3.2           1.3          1.8
                                                             -----------   -----------  -----------   -----------  -----------
                                                                  $ 30.6        $ 19.9       $ 23.6        $ 11.6       $ 11.3
                                                             ===========   ===========  ===========   ===========  ===========

Ratio of earnings to  fixed charges                                 -             8.15         6.60          7.25         5.95

Coverage deficiency                                               $ 21.4           -            -             -            -

</TABLE>








<PAGE>   1



                                                                    Exhibit 12-C


                          CINCINNATI BELL INC PRO FORMA
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                              (Millions of Dollars)
<TABLE>
<CAPTION>
                                                                                Year Ended                         Six Months Ended,
                                                                                December 31,                            June 30,
                                                           -----------------------------------------------------   ----------------
                                                           1993        1994        1995        1996      1997        1997    1998
                                                           ----        ----        ----        ----      ----        ----    ----
<S>                                                       <C>           <C>        <C>         <C>       <C>         <C>    <C>
Earnings
   (a)    Income (loss) before income taxes,
          extraordinary charges and cumulative
          effect of change in accounting principle        $ 72.0     $  67.4     $ (45.1)    $ 153.2   $ 158.6   $  85.2   $ 59.2
   (c)    Interest expense                                  36.3        40.1        45.4        27.9      30.1      15.5     10.8
   (d)    One-third of rental expense                        8.5         4.2         4.0         3.0       3.9       1.6      1.7
                                                        --------    --------    --------    --------   -------   -------   ------
          Total Earnings                                 $ 116.8     $ 111.7       $ 4.3     $ 184.1   $ 192.6    $102.3   $ 71.7
                                                        ========    ========    ========    ========   =======    ======   ======

Fixed Charges
   (a)    Interest expense                                $ 36.3      $ 40.1      $ 45.4      $ 27.9    $ 30.1     $15.5   $ 10.8
   (b)    One third of rental expense                        8.5         4.2         4.0         3.0       3.9       1.6      1.7
                                                        --------    --------    --------    --------   -------   -------   ------
                                                          $ 44.8      $ 44.3      $ 49.4      $ 30.9    $ 34.0     $17.1   $ 12.5
                                                        ========    ========    ========    ========   =======   ========  ======

Ratio of earnings to  fixed charges                         2.61        2.52        --         5.96      5.66       5.98    5.74

Coverage deficiency                                           --          --      $ 45.1         --        --         --      --

</TABLE>



<PAGE>   1
                                                                  Exhibit 23-A.1




                       CONSENT OF INDEPENDENT ACCOUNTANTS


         We consent to the inclusion in this registration statement on Form S-3
of our report dated February 16, 1998, on our audits of the financial statements
and financial statement schedules of Cincinnati Bell Inc. and subsidiaries. We
also consent to the references to our firm under the caption "Experts."


/s/ PricewaterhouseCoopers LLP

Cincinnati, Ohio
October 13, 1998



<PAGE>   1
                                                                  Exhibit 23-A.2




CONSENT OF INDEPENDENT ACCOUNTANTS

         We consent to the inclusion in this registration statement on Form S-3
of our report dated May 1, 1998, on our audits of the financial statements of
AT&T Solutions Customer Care. We also consent to the references to our firm
under the caption "Experts."

/s/ PricewaterhouseCoopers LLP

Jacksonville, Florida
October 13, 1998

<PAGE>   1
                                                                      Exhibit 24



                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company") and
CINCINNATI BELL TELEPHONE COMPANY, an Ohio corporation ("CBT"), propose to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, and the Rules and Regulations thereunder, a
registration statement on Form S-3 registering up to 350,000,000 in face amount
of the Company's and CBT's debt securities and the Company's guarantee of CBT's
debt securities; and

         WHEREAS, the undersigned is an officer of the Company and of CBT;

         NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Richard G. Ellenberger, Kevin W. Mooney and Thomas E. Taylor, and
each of them singly, his attorneys for him and in his name, place and stead, and
in his office and capacity in the Company and CBT, to execute and file such
registration statement on Form S-3, and thereafter to execute and file any
amendments or supplements thereto, hereby giving and granting to said attorneys
full power and authority to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as fully
to all intents and purposes as he might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
14th day of September, 1998.


                                            /s/ Richard G. Ellenberger
                                            ------------------------------------
                                            Richard G. Ellenberger
                                            Officer


STATE OF OHIO              )
                           )SS:
COUNTY OF HAMILTON         )

         On the 14th day of September, 1998, personally appeared before me
Richard G. Ellenberger, to me known and known to me to be the person described
in and who executed the foregoing instrument, and he duly acknowledged to me
that he executed and delivered the same for the purposes therein expressed.

         Witness my hand and official seal this 14th day of September, 1998.


                                            /s/ Susan D. McClarnon
                                            ------------------------------------
                                            SUSAN D. MCCLARNON
                                            Notary Public, State of Ohio
                                            My Commission Expires March 16, 2003
<PAGE>   2

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company") and
CINCINNATI BELL TELEPHONE COMPANY, an Ohio corporation ("CBT"), propose to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, and the Rules and Regulations thereunder, a
registration statement on Form S-3 registering up to 350,000,000 in face amount
of the Company's and CBT's debt securities and the Company's guarantee of CBT's
debt securities; and

         WHEREAS, the undersigned is a director of the Company;

         NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Richard G. Ellenberger, Kevin W. Mooney and Thomas E. Taylor, and
each of them singly, his attorneys for him and in his name, place and stead, and
in his office and capacity in the Company, to execute and file such registration
statement on Form S-3, and thereafter to execute and file any amendments or
supplements thereto, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully do
or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
14th day of September, 1998.


                                            /s/ Judith G. Boynton
                                            ------------------------------------
                                            Judith G. Boynton
                                            Director


STATE OF OHIO              )
                           )SS:
COUNTY OF HAMILTON         )

         On the 14th day of September, 1998, personally appeared before me
Judith G. Boynton, to me known and known to me to be the person described in and
who executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.

         Witness my hand and official seal this 14th day of September, 1998.


                                            /s/ Susan D. McClarnon
                                            ------------------------------------
                                            Notary Public

                                            SUSAN D. McCLARNON
                                            Notary Public, State of Ohio
                                            My Commission Expires March 16, 2003

<PAGE>   3

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company") and
CINCINNATI BELL TELEPHONE COMPANY, an Ohio corporation ("CBT"), propose to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, and the Rules and Regulations thereunder, a
registration statement on Form S-3 registering up to 350,000,000 in face amount
of the Company's and CBT's debt securities and the Company's guarantee of CBT's
debt securities; and

         WHEREAS, the undersigned is a director of the Company;

         NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Richard G. Ellenberger, Kevin W. Mooney and Thomas E. Taylor, and
each of them singly, his attorneys for him and in his name, place and stead, and
in his office and capacity in the Company, to execute and file such registration
statement on Form S-3, and thereafter to execute and file any amendments or
supplements thereto, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully do
or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
14th day of September, 1998.


                                            /s/ James D. Kiggen
                                            ------------------------------------
                                            James D. Kiggen
                                            Director


STATE OF OHIO              )
                           )SS:
COUNTY OF HAMILTON         )

         On the 14th day of September, 1998, personally appeared before me
James D. Kiggen, to me known and known to me to be the person described in and
who executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.

         Witness my hand and official seal this 14th day of September, 1998.


                                            /s/ Susan D. McClarnon
                                            ------------------------------------
                                            SUSAN D. McCLARNON
                                            Notary Public, State of Ohio
                                            My Commission Expires March 16, 2003

<PAGE>   4

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company") and
CINCINNATI BELL TELEPHONE COMPANY, an Ohio corporation ("CBT"), propose to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, and the Rules and Regulations thereunder, a
registration statement on Form S-3 registering up to 350,000,000 in face amount
of the Company's and CBT's debt securities and the Company's guarantee of CBT's
debt securities; and

         WHEREAS, the undersigned is a director of the Company;

         NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Richard G. Ellenberger, Kevin W. Mooney and Thomas E. Taylor, and
each of them singly, his attorneys for him and in his name, place and stead, and
in his office and capacity in the Company, to execute and file such registration
statement on Form S-3, and thereafter to execute and file any amendments or
supplements thereto, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully do
or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
14th day of September, 1998.


                                            /s/ John F. Barrett
                                            ------------------------------------
                                            John F. Barrett
                                            Director


STATE OF OHIO              )
                           )SS:
COUNTY OF HAMILTON         )

         On the 14th day of September, 1998, personally appeared before me
John F. Barrett, to me known and known to me to be the person described in and
who executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.

         Witness my hand and official seal this 14th day of September, 1998.


                                            /s/ Susan D. McClarnon
                                            ------------------------------------
                                            Notary Public

                                            SUSAN D. McCLARNON
                                            Notary Public, State of Ohio
                                            My Commission Expires March 16, 2003
<PAGE>   5

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company") and
CINCINNATI BELL TELEPHONE COMPANY, an Ohio corporation ("CBT"), propose to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, and the Rules and Regulations thereunder, a
registration statement on Form S-3 registering up to 350,000,000 in face amount
of the Company's and CBT's debt securities and the Company's guarantee of CBT's
debt securities; and

         WHEREAS, the undersigned is a director of the Company;

         NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Richard G. Ellenberger, Kevin W. Mooney and Thomas E. Taylor, and
each of them singly, his attorneys for him and in his name, place and stead, and
in his office and capacity in the Company, to execute and file such registration
statement on Form S-3, and thereafter to execute and file any amendments or
supplements thereto, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully do
or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
14th day of September, 1998.


                                            /s/ Roger L. Howe
                                            ------------------------------------
                                            Roger L. Howe
                                            Director


STATE OF OHIO              )
                           )SS:
COUNTY OF HAMILTON         )

         On the 14th day of September, 1998, personally appeared before me
Roger L. Howe, to me known and known to me to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.

         Witness my hand and official seal this 14th day of September, 1998.


                                            /s/ Susan D. McClarnon
                                            ------------------------------------
                                            SUSAN D. McCLARNON
                                            Notary Public, State of Ohio
                                            My Commission Expires March 16, 2003
<PAGE>   6

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company") and
CINCINNATI BELL TELEPHONE COMPANY, an Ohio corporation ("CBT"), propose to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, and the Rules and Regulations thereunder, a
registration statement on Form S-3 registering up to 350,000,000 in face amount
of the Company's and CBT's debt securities and the Company's guarantee of CBT's
debt securities; and

         WHEREAS, the undersigned is a director of the Company;

         NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Richard G. Ellenberger, Kevin W. Mooney and Thomas E. Taylor, and
each of them singly, his attorneys for him and in his name, place and stead, and
in his office and capacity in the Company, to execute and file such registration
statement on Form S-3, and thereafter to execute and file any amendments or
supplements thereto, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully do
or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
14th day of September, 1998.


                                            /s/ Mary D. Nelson
                                            ------------------------------------
                                            Mary D. Nelson
                                            Director


STATE OF OHIO              )
                           )SS:
COUNTY OF HAMILTON         )

         On the 14th day of September, 1998, personally appeared before me
Mary D. Nelson, to me known and known to me to be the person described in and
who executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.

         Witness my hand and official seal this 14th day of September, 1998.


                                            /s/ Susan D. McClarnon
                                            ------------------------------------
                                            SUSAN D. McCLARNON
                                            Notary Public, State of Ohio
                                            My Commission Expires March 16, 2003
<PAGE>   7

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company") and
CINCINNATI BELL TELEPHONE COMPANY, an Ohio corporation ("CBT"), propose to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, and the Rules and Regulations thereunder, a
registration statement on Form S-3 registering up to 350,000,000 in face amount
of the Company's and CBT's debt securities and the Company's guarantee of CBT's
debt securities; and

         WHEREAS, the undersigned is a director of the Company;

         NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Richard G. Ellenberger, Kevin W. Mooney and Thomas E. Taylor, and
each of them singly, his attorneys for him and in his name, place and stead, and
in his office and capacity in the Company, to execute and file such registration
statement on Form S-3, and thereafter to execute and file any amendments or
supplements thereto, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully do
or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
14th day of September, 1998.


                                            /s/ David B. Sharrock
                                            ------------------------------------
                                            David B. Sharrock
                                            Director


STATE OF OHIO              )
                           )SS:
COUNTY OF HAMILTON         )

         On the 14th day of September, 1998, personally appeared before me
David B. Sharrock, to me known and known to me to be the person described in and
who executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.

         Witness my hand and official seal this 14th day of September, 1998.


                                            /s/ Susan D. McClarnon
                                            ------------------------------------
                                            SUSAN D. McCLARNON
                                            Notary Public, State of Ohio
                                            My Commission Expires March 16, 2003
<PAGE>   8

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company") and
CINCINNATI BELL TELEPHONE COMPANY, an Ohio corporation ("CBT"), propose to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, and the Rules and Regulations thereunder, a
registration statement on Form S-3 registering up to 350,000,000 in face amount
of the Company's and CBT's debt securities and the Company's guarantee of CBT's
debt securities; and

         WHEREAS, the undersigned is a director of the Company;

         NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Richard G. Ellenberger, Kevin W. Mooney and Thomas E. Taylor, and
each of them singly, his attorneys for him and in his name, place and stead, and
in his office and capacity in the Company, to execute and file such registration
statement on Form S-3, and thereafter to execute and file any amendments or
supplements thereto, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully do
or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
14th day of September, 1998.


                                            /s/ William A. Friedlander
                                            ------------------------------------
                                            William A. Friedlander
                                            Director


STATE OF OHIO              )
                           )SS:
COUNTY OF HAMILTON         )

         On the 14th day of September, 1998, personally appeared before me
William A. Friedlander, to me known and known to me to be the person described
in and who executed the foregoing instrument, and he duly acknowledged to me
that he executed and delivered the same for the purposes therein expressed.

         Witness my hand and official seal this 14th day of September, 1998.


                                            /s/ Susan D. McClarnon
                                            ------------------------------------
                                            Notary Public

                                            SUSAN D. McCLARNON
                                            Notary Public, State of Ohio
                                            My Commission Expires March 16, 2003
<PAGE>   9

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company") and
CINCINNATI BELL TELEPHONE COMPANY, an Ohio corporation ("CBT"), propose to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, and the Rules and Regulations thereunder, a
registration statement on Form S-3 registering up to 350,000,000 in face amount
of the Company's and CBT's debt securities and the Company's guarantee of CBT's
debt securities; and

         WHEREAS, the undersigned is a director of the Company;

         NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Richard G. Ellenberger, Kevin W. Mooney and Thomas E. Taylor, and
each of them singly, his attorneys for him and in his name, place and stead, and
in his office and capacity in the Company, to execute and file such registration
statement on Form S-3, and thereafter to execute and file any amendments or
supplements thereto, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully do
or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
14th day of September, 1998.


                                            /s/ Phillip R. Cox
                                            ------------------------------------
                                            Phillip R. Cox
                                            Director


STATE OF OHIO              )
                           )SS:
COUNTY OF HAMILTON         )

         On the 14th day of September, 1998, personally appeared before me
Phillip R. Cox, to me known and known to me to be the person described in and
who executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.

         Witness my hand and official seal this 14th day of September, 1998.


                                            /s/ Susan D. McClarnon
                                            ------------------------------------
                                            Notary Public

                                            SUSAN D. McCLARNON
                                            Notary Public, State of Ohio
                                            My Commission Expires March 16, 2003
<PAGE>   10

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company") and
CINCINNATI BELL TELEPHONE COMPANY, an Ohio corporation ("CBT"), propose to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, and the Rules and Regulations thereunder, a
registration statement on Form S-3 registering up to 350,000,000 in face amount
of the Company's and CBT's debt securities and the Company's guarantee of CBT's
debt securities; and

         WHEREAS, the undersigned is a director of the Company;

         NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Richard G. Ellenberger, Kevin W. Mooney and Thomas E. Taylor, and
each of them singly, his attorneys for him and in his name, place and stead, and
in his office and capacity in the Company, to execute and file such registration
statement on Form S-3, and thereafter to execute and file any amendments or
supplements thereto, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully do
or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
14th day of September, 1998.


                                            /s/ Robert P. Hummel, M.D.
                                            ------------------------------------
                                            Robert P. Hummel, M.D.
                                            Director


STATE OF OHIO              )
                           )SS:
COUNTY OF HAMILTON         )

         On the 14th day of September, 1998, personally appeared before me
Robert P. Hummel, M.D., to me known and known to me to be the person described
in and who executed the foregoing instrument, and he duly acknowledged to me
that he executed and delivered the same for the purposes therein expressed.

         Witness my hand and official seal this 14th day of September, 1998.


                                            /s/ Susan D. McClarnon
                                            ------------------------------------
                                            SUSAN D. McCLARNON
                                            Notary Public, State of Ohio
                                            My Commission Expires March 16, 2003
<PAGE>   11

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company") and
CINCINNATI BELL TELEPHONE COMPANY, an Ohio corporation ("CBT"), propose to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, and the Rules and Regulations thereunder, a
registration statement on Form S-3 registering up to 350,000,000 in face amount
of the Company's and CBT's debt securities and the Company's guarantee of CBT's
debt securities; and

         WHEREAS, the undersigned is a director of the Company;

         NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Richard G. Ellenberger, Kevin W. Mooney and Thomas E. Taylor, and
each of them singly, his attorneys for him and in his name, place and stead, and
in his office and capacity in the Company, to execute and file such registration
statement on Form S-3, and thereafter to execute and file any amendments or
supplements thereto, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully do
or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
14th day of September, 1998.


                                            /s/ Steven C. Mason
                                            --------------------------------
                                            Steven C. Mason
                                            Director


STATE OF OHIO              )
                           )SS:
COUNTY OF HAMILTON         )

         On the 14th day of September, 1998, personally appeared before me
Steven C. Mason, to me known and known to me to be the person described in and
who executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.

         Witness my hand and official seal this 14th day of September, 1998.


                                            /s/ Susan D. McClarnon
                                            ------------------------------------
                                            SUSAN D. McCLARNON
                                            Notary Public, State of Ohio
                                            My Commission Expires March 16, 2003
<PAGE>   12

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company") and
CINCINNATI BELL TELEPHONE COMPANY, an Ohio corporation ("CBT"), propose to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, and the Rules and Regulations thereunder, a
registration statement on Form S-3 registering up to 350,000,000 in face amount
of the Company's and CBT's debt securities and the Company's guarantee of CBT's
debt securities; and

         WHEREAS, the undersigned is a director of the Company;

         NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Richard G. Ellenberger, Kevin W. Mooney and Thomas E. Taylor, and
each of them singly, his attorneys for him and in his name, place and stead, and
in his office and capacity in the Company, to execute and file such registration
statement on Form S-3, and thereafter to execute and file any amendments or
supplements thereto, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully do
or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
14th day of September, 1998.


                                            /s/ Brian H. Rowe
                                            ------------------------------------
                                            Brian H. Rowe
                                            Director


STATE OF OHIO              )
                           )SS:
COUNTY OF HAMILTON         )

         On the 14th day of September, 1998, personally appeared before me
Brian C. Rowe, to me known and known to me to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.

         Witness my hand and official seal this 14th day of September, 1998.


                                            /s/ Susan D. McClarnon
                                            ------------------------------------
                                            SUSAN D. McCLARNON
                                            Notary Public, State of Ohio
                                            My Commission Expires March 16, 2003
<PAGE>   13

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company") and
CINCINNATI BELL TELEPHONE COMPANY, an Ohio corporation ("CBT"), propose to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, and the Rules and Regulations thereunder, a
registration statement on Form S-3 registering up to 350,000,000 in face amount
of the Company's and CBT's debt securities and the Company's guarantee of CBT's
debt securities; and

         WHEREAS, the undersigned is a director and officer of the Company and a
director of CBT;

         NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Richard G. Ellenberger, Kevin W. Mooney and Thomas E. Taylor, and
each of them singly, his attorneys for him and in his name, place and stead, and
in his office and capacity in the Company, to execute and file such registration
statement on Form S-3, and thereafter to execute and file any amendments or
supplements thereto, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully do
or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
14th day of September, 1998.


                                            /s/ Charles S. Mechem, Jr.
                                            ------------------------------------
                                            Charles S. Mechem, Jr.
                                            Director


STATE OF OHIO              )
                           )SS:
COUNTY OF HAMILTON         )

         On the 14th day of September, 1998, personally appeared before me
Charles S. Mechem, Jr., to me known and known to me to be the person described
in and who executed the foregoing instrument, and he duly acknowledged to me
that he executed and delivered the same for the purposes therein expressed.

         Witness my hand and official seal this 14th day of September, 1998.


                                            /s/ Susan D. McClarnon
                                            ------------------------------------
                                            SUSAN D. McCLARNON
                                            Notary Public, State of Ohio
                                            My Commission Expires March 16, 2003
<PAGE>   14

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company") and
CINCINNATI BELL TELEPHONE COMPANY, an Ohio corporation ("CBT"), propose to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, and the Rules and Regulations thereunder, a
registration statement on Form S-3 registering up to 350,000,000 in face amount
of the Company's and CBT's debt securities and the Company's guarantee of CBT's
debt securities; and

         WHEREAS, the undersigned is a director of the Company;

         NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Richard G. Ellenberger, Kevin W. Mooney and Thomas E. Taylor, and
each of them singly, his attorneys for him and in his name, place and stead, and
in his office and capacity in the Company, to execute and file such registration
statement on Form S-3, and thereafter to execute and file any amendments or
supplements thereto, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully do
or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
14th day of September, 1998.


                                            /s/ James F. Orr
                                            ------------------------------------
                                            James F. Orr
                                            Director


STATE OF OHIO              )
                           )SS:
COUNTY OF HAMILTON         )

         On the 14th day of September, 1998, personally appeared before me
James F. Orr, to me known and known to me to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.

         Witness my hand and official seal this 14th day of September, 1998.


                                            /s/ Susan D. McClarnon
                                            ------------------------------------
                                            SUSAN D. McCLARNON
                                            Notary Public, State of Ohio
                                            My Commission Expires March 16, 2003
<PAGE>   15

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

             WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the
"Company") and CINCINNATI BELL TELEPHONE COMPANY, an Ohio corporation ("CBT"),
propose to file with the Securities and Exchange Commission under the provisions
of the Securities Act of 1933, as amended, and the Rules and Regulations
thereunder, a registration statement on Form S-3 registering up to 350,000,000
in face amount of the Company's and CBT's debt securities and the Company's
guarantee of CBT's debt securities; and

         WHEREAS, the undersigned is an officer of the Company and of CBT;

         NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Richard G. Ellenberger, Kevin W. Mooney and Thomas E. Taylor, and
each of them singly, his attorneys for him and in his name, place and stead, and
in his office and capacity in the Company and CBT, to execute and file such
registration statement on Form S-3, and thereafter to execute and file any
amendments or supplements thereto, hereby giving and granting to said attorneys
full power and authority to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as fully
to all intents and purposes as he might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said attorneys may or
shall lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
14th day of September, 1998.


                                            /s/ Kevin W. Mooney
                                            ------------------------------------
                                            Kevin W. Mooney
                                            Officer


STATE OF OHIO              )
                           )SS:
COUNTY OF HAMILTON         )

         On the 14th day of September, 1998, personally appeared before me
Kevin W. Mooney, to me known and known to me to be the person described in and
who executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.

         Witness my hand and official seal this 14th day of September, 1998.


                                            /s/ Susan D. McClarnon
                                            ------------------------------------
                                            SUSAN D. McCLARNON
                                            Notary Public, State of Ohio
                                            My Commission Expires March 16, 2003
<PAGE>   16
                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, CINCINNATI BELL INC., an Ohio corporation (the "Company") and
CINCINNATI BELL TELEPHONE COMPANY, an Ohio corporation ("CBT"), propose to file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, and the Rules and Regulations thereunder, a
registration statement on Form S-3 registering up to 350,000,000 in face amount
of the Company's and CBT's debt securities and the Company's guarantee of CBT's
debt securities; and

     WHEREAS, the undersigned is a director and officer of the Company and
director of CBT;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Richard G. Ellenberger, Kevin W. Mooney and Thomas E. Taylor, and
each of them singly, his attorneys for him and in his name, place and stead, and
in his office and capacity in the Company, to execute and file such registration
statement on Form S-3, and thereafter to execute and file any amendments or
supplements thereto, hereby giving and granting to said attorneys full power and
authority to do and perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all intents and
purposes as he might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 14th day
of September, 1998.


                                            /s/ John T. LaMacchia
                                            ------------------------------------
                                            John T. LaMacchia
                                            Director/Officer


STATE OF OHIO              )
                           )SS:
COUNTY OF HAMILTON         )

     On the 14th day of September, 1998, personally appeared before me John T.
LaMacchia, to me known and known to me to be the person described in and who
executed the foregoing instrument, and he duly acknowledged to me that he
executed and delivered the same for the purposes therein expressed.

     Witness my hand and official seal this 14th day of September, 1998.


                                            /s/ Susan D. McClarnon
                                            ------------------------------------
                                            SUSAN D. McCLARNON
                                            Notary Public, State of Ohio
                                            My Commission Expires March 16, 2003

<PAGE>   1
================================================================================


                                    FORM T-1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                        SECTION 305(b)(2)            [_]

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

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)


New York                                                     13-5160382
(State of incorporation                                      (I.R.S. employer
if not a U.S. national bank)                                 identification no.)

One Wall Street, New York, N.Y.                              10286
(Address of principal executive offices)                     (Zip code)

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


                              CINCINNATI BELL INC.
               (Exact name of obligor as specified in its charter)

Ohio                                                         31-1056105
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

201 East Fourth Street
Cincinnati, Ohio                                             45202       
(Address of principal executive offices)                     (Zip code)

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

                        CINCINNATI BELL TELEPHONE COMPANY
               (Exact name of obligor as specified in its charter)

Ohio                                                         31-0241390
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification no.)

201 East Fourth Street
Cincinnati, Ohio                                             45202              
(Address of principal executive offices)                     (Zip code)

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

                                 Debt Securities
                       (Title of the indenture securities)


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



<PAGE>   2



1.    GENERAL INFORMATION.  FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

      (A)      NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO 
               WHICH IT IS SUBJECT.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
                    Name                                     Address
- -----------------------------------------------------------------------------

<S>                                                <C>                       
      Superintendent of Banks of the State of      2 Rector Street, New York,
      New York                                     N.Y.  10006, and Albany, N.Y. 12203

      Federal Reserve Bank of New York             33 Liberty Plaza, New York,
                                                   N.Y.  10045

      Federal Deposit Insurance Corporation        Washington, D.C.  20429

      New York Clearing House Association          New York, New York   10005
</TABLE>

      (B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

      Yes.

2.    AFFILIATIONS WITH OBLIGOR.

      IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
      AFFILIATION.

      None.

16.   LIST OF EXHIBITS.

      EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
      INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
      7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
      229.10(d).

      1.    A copy of the Organization Certificate of The Bank of New York
            (formerly Irving Trust Company) as now in effect, which contains the
            authority to commence business and a grant of powers to exercise
            corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
            filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
            Form T-1 filed with Registration Statement No. 33-21672 and Exhibit
            1 to Form T-1 filed with Registration Statement No. 33-29637.)

      4.    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
            T-1 filed with Registration Statement No. 33-31019.)

                                      -2-
<PAGE>   3

      6.    The consent of the Trustee required by Section 321(b) of the Act.
            (Exhibit 6 to Form T-1 filed with Registration Statement No.
            33-44051.)

      7.    A copy of the latest report of condition of the Trustee published
            pursuant to law or to the requirements of its supervising or
            examining authority.







                                      -3-
<PAGE>   4

                                    SIGNATURE



         Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 8th day of October, 1998.


                                            THE BANK OF NEW YORK



                                            By:  /s/  MARY BETH A. LEWICKI
                                                 -------------------------------
                                                 Name:  MARY BETH A. LEWICKI
                                                 Title: ASSISTANT VICE PRESIDENT








<PAGE>   5
                                                                       EXHIBIT 7
                                                                       ---------
======================================================
         Consolidated Report of Condition of
               THE BANK OF NEW YORK
       of 48 Wall Street, New York, N.Y. 10286
       And Foreign and Domestic Subsidiaries, 
a member of the Federal Reserve System, at the close
of business March 31, 1998, published in accordance
with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal
Reserve Act.

                                        Dollar Amounts
ASSETS                                    in Thousands
Cash and balances due from depos-
  itory institutions:
  Noninterest-bearing balances and
   currency and coin .................    $  6,397,993
  Interest-bearing balances ..........       1,138,362
Securities:
  Held-to-maturity securities ........       1,062,074
  Available-for-sale securities ......       4,167,240
Federal funds sold and Securities pur-
  chased under agreements to resell ..         391,650
Loans and lease financing
  receivables:
  Loans and leases, net of unearned
    income ...........................      36,538,242
  LESS: Allowance for loan and
    lease losses .....................         631,725
  LESS: Allocated transfer risk
    reserve ..........................               0
  Loans and leases, net of unearned
    income, allowance, and reserve ...      35,906,517
Assets held in trading accounts ......       2,145,149
Premises and fixed assets (including
  capitalized leases) ................         663,928
Other real estate owned ..............          10,895
Investments in unconsolidated
  subsidiaries and associated
  companies ..........................         237,991
Customers' liability to this bank on
  acceptances outstanding ............         992,747
Intangible assets ....................       1,072,517
Other assets .........................       1,643,173
                                          ------------
Total assets .........................    $ 55,830,236
                                          ============

LIABILITIES
Deposits:
  In domestic offices ................    $ 24,849,054
  Noninterest-bearing ................      10,011,422
  Interest-bearing ...................      14,837,632
  In foreign offices, Edge and
  Agreement subsidiaries, and IBFs ...      15,319,002
  Noninterest-bearing ................         707,820
  Interest-bearing ...................      14,611,182
Federal funds purchased and Securities
  sold under agreements to repurchase        1,906,066
Demand notes issued to the U.S.       
  Treasury ...........................         215,985
Trading liabilities ..................       1,591,288
Other borrowed money:
  With remaining maturity of one year
    or less ..........................       1,991,119
  With remaining maturity of more than
    one year through three years .....               0
  With remaining maturity of more than
    three years ......................          25,574
Bank's liability on acceptances exe-
  cuted and outstanding ..............         998,145
Subordinated notes and debentures ....       1,314,000
Other liabilities ....................       2,421,281
                                          ------------
Total liabilities ....................      50,631,514
                                          ------------

EQUITY CAPITAL
Common stock .........................       1,135,284
Surplus ..............................         731,319
Undivided profits and capital
  reserves ...........................       3,328,050
Net unrealized holding gains
  (losses) on available-for-sale
  securities .........................          40,198
Cumulative foreign currency transla-
  tion adjustments ...................         (36,129)
                                          ------------
Total equity capital .................       5,198,722
                                          ------------
Total liabilities and equity
  capital ............................    $ 55,830,236
                                          ============


      I, Robert E. Keilman, Senior Vice President and
Comptroller of the above-named bank do hereby declare
that this Report of Condition has been prepared in
conformance with the instructions issued by the Board
of Governors of the Federal Reserve System and is true
to the best of my knowledge and belief.

                                     Robert E. Keilman

      We, the undersigned directors, attest to the
correctness of this Report of Condition and declare
that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance
with the instructions issued by the Board of Governors
of the Federal Reserve System and is true and correct.

      Thomas A. Renyi     }
      Alan R. Griffith    }   Directors
      J. Carter Bacot     }

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






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