DEBTOR IN POSSESSION AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 23, 2012, by and among BROADVIEW NETWORKS HOLDINGS, INC., BROADVIEW NETWORKS, INC., BROADVIEW NETWORKS OF MASSACHUSETTS, INC., BROADVIEW NETWORKS OF VIRGINIA, INC., and...

DEBTOR IN POSSESSION AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 23, 2012, by and among BROADVIEW NETWORKS HOLDINGS, INC., BROADVIEW NETWORKS, INC., BROADVIEW NETWORKS OF MASSACHUSETTS, INC., BROADVIEW NETWORKS OF VIRGINIA, INC., and...

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Exhibit 10.2

$25,000,000

DEBTOR IN POSSESSION AMENDED AND RESTATED CREDIT AGREEMENT

dated as of August 23, 2012,

by and among

BROADVIEW NETWORKS HOLDINGS, INC.,

BROADVIEW NETWORKS, INC.,

BROADVIEW NETWORKS OF MASSACHUSETTS, INC.,

BROADVIEW NETWORKS OF VIRGINIA, INC., and

BRIDGECOM INTERNATIONAL, INC.,

as Borrowers, Debtors and Debtors in Possession,

VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME TO

TIME PARTIES HERETO,

as Lenders,

and

THE CIT GROUP/BUSINESS CREDIT, INC.,

as Administrative Agent

TABLE OF CONTENTS


ARTICLE I. DEFINITIONS		2

Section 1.1	Definitions	2
Section 1.2	Other Definitions and Provisions	32
Section 1.3	Accounting Terms	33
Section 1.4	UCC Terms	33
Section 1.5	Rounding	33
Section 1.6	References to Agreement and Laws	33
Section 1.7	Times of Day	33
Section 1.8	Letter of Credit Amounts	33

ARTICLE II. REVOLVING CREDIT FACILITY		33

Section 2.1	Revolving Credit Loans	33
Section 2.2	Intentionally Omitted	34
Section 2.3	Procedure for Advances of Revolving Credit Loans	34
Section 2.4	Repayment and Prepayment of Revolving Credit Loans	35
Section 2.5	Permanent Reduction of the Revolving Credit Commitment	35
Section 2.6	Termination of Revolving Credit Facility	36

ARTICLE III. LETTER OF CREDIT FACILITY		37

Section 3.1	L/C Commitment	37
Section 3.2	Procedure for Issuance of Letters of Credit	37
Section 3.3	Commissions and Other Charges	38
Section 3.4	L/C Participations	38
Section 3.5	Reimbursement Obligation of the Borrowers	39
Section 3.6	Effect of Letter of Credit Application	40

ARTICLE IV. SUPERPRIORITY CLAIMS, LIENS, ETC		41

Section 4.1	Superpriority Claims and Collateral Security	41
Section 4.2	No Filings Required	41
Section 4.3	Grants, Rights and Remedies	41
Section 4.4	No Discharge; Survival of Claims	42
Section 4.5	Survival	42
Section 4.6	Disavowal and Waiver of Any Subsequent Relief Based on Changed Circumstances	42
Section 4.7	Exclusive Remedy For Any Alleged Post-Petition Claim	43
Section 4.8	Prohibition on Surcharge, Etc	44
Section 4.9	Marshaling Obligations	44

ARTICLE V. GENERAL LOAN PROVISIONS		44

Section 5.1	Interest	44
Section 5.2	Notice and Manner of Conversion or Continuation of Loans	45
Section 5.3	Fees	46
Section 5.4	Manner of Payment	46
Section 5.5	Evidence of Indebtedness	47
Section 5.6	Adjustments	47

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Section 5.7	Nature of Obligations of Lenders Regarding Extensions of Credit; Assumption by the Administrative Agent	48
Section 5.8	Changed Circumstances Affecting LIBOR	49
Section 5.9	Indemnity	49
Section 5.10	Increased Costs	50
Section 5.11	Taxes	51
Section 5.12	Mitigation Obligations; Replacement of Lenders	53
Section 5.13	Security	55

ARTICLE VI. CONDITIONS OF CLOSING AND BORROWING		55

Section 6.1	Conditions to Closing and Initial Extensions of Credit	55
Section 6.2	Conditions to All Extensions of Credit	60
Section 6.3	Effect of Pending Objections, Appeals or Motions for Reconsideration	61

ARTICLE VII. REPRESENTATIONS AND WARRANTIES OF THE BORROWERS		61

Section 7.1	Representations and Warranties	61
Section 7.2	Survival of Representations and Warranties, Etc	69

ARTICLE VIII. FINANCIAL INFORMATION AND NOTICES		70

Section 8.1	Financial Statements and Projections	70
Section 8.2	Collateral Reporting	71
Section 8.3	Other Reports	72
Section 8.4	Notice of Litigation and Other Matters	72
Section 8.5	Accuracy of Information	73

ARTICLE IX. AFFIRMATIVE COVENANTS		74

Section 9.1	Preservation of Corporate Existence and Related Matters	74
Section 9.2	Maintenance of Property	74
Section 9.3	Insurance	74
Section 9.4	Accounting Methods and Financial Records	74
Section 9.5	Payment and Performance of Taxes and Other Governmental Charges	75
Section 9.6	Compliance With Laws and Approvals	75
Section 9.7	Environmental Laws	75
Section 9.8	Compliance with ERISA	75
Section 9.9	Compliance With Agreements	76
Section 9.10	Visits and Inspections	76
Section 9.11	Additional Subsidiaries; Real Property	76
Section 9.12	Use of Proceeds	77
Section 9.13	Further Assurances	77
Section 9.14	Intentionally Omitted	77
Section 9.15	Payments of Fees and Claims	77
Section 9.16	Notices	78
Section 9.17	Financing Orders	78
Section 9.18	Liquidity	78

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ARTICLE X. NEGATIVE COVENANTS		78

Section 10.1	Limitations on Indebtedness	78
Section 10.2	Limitations on Liens	79
Section 10.3	Limitations on Loans, Advances, Investments and Acquisitions	81
Section 10.4	Limitations on Mergers and Liquidation	82
Section 10.5	Limitations on Asset Dispositions	82
Section 10.6	Limitations on Dividends and Distributions	82
Section 10.7	Limitations on Issuance of Capital Stock	83
Section 10.8	Transactions with Affiliates	83
Section 10.9	Certain Accounting Changes; Organizational Documents; Equity Holder Agreements	83
Section 10.10	Amendments; Prepayments and Optional Redemptions of Senior Secured Notes	83
Section 10.11	Restrictive Agreements	84
Section 10.12	Nature of Business	84
Section 10.13	Impairment of Security Interests	84
Section 10.14	Chapter 11 Claims	84
Section 10.15	No Modification; No Priming Lenders Claims	85

ARTICLE XI. DEFAULT AND REMEDIES		85

Section 11.1	Events of Default	85
Section 11.2	Remedies	90
Section 11.3	Rights and Remedies Cumulative; Non-Waiver; etc	92
Section 11.4	Crediting of Payments and Proceeds	92
Section 11.5	Administrative Agent May File Proofs of Claim	93

ARTICLE XII. THE ADMINISTRATIVE AGENT		93

Section 12.1	Appointment and Authority	93
Section 12.2	Rights as a Lender	93
Section 12.3	Exculpatory Provisions	94
Section 12.4	Reliance by the Administrative Agent	95
Section 12.5	Delegation of Duties	95
Section 12.6	Resignation of Administrative Agent	95
Section 12.7	Non-Reliance on Administrative Agent and Other Lenders	96
Section 12.8	Intentionally Omitted	96
Section 12.9	Collateral and Guaranty Matters	96

ARTICLE XIII. MISCELLANEOUS		97

Section 13.1	Notices	97
Section 13.2	Amendments, Waivers and Consents	98
Section 13.3	Expenses; Indemnity	100
Section 13.4	Right of Set-off	102
Section 13.5	Governing Law	102
Section 13.6	Waiver of Jury Trial	103
Section 13.7	Reversal of Payments	103
Section 13.8	Injunctive Relief; Punitive Damages	104

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Section 13.9	Accounting Matters	104
Section 13.10	Successors and Assigns; Participations	104
Section 13.11	Confidentiality	107
Section 13.12	Administrative Borrower	108
Section 13.13	Performance of Duties	109
Section 13.14	All Powers Coupled with Interest	109
Section 13.15	Survival of Indemnities	109
Section 13.16	Titles and Captions	109
Section 13.17	Severability of Provisions	109
Section 13.18	Counterparts	109
Section 13.19	Integration	110
Section 13.20	Term of Agreement	110
Section 13.21	Advice of Counsel, No Strict Construction	110
Section 13.22	USA Patriot Act	110
Section 13.23	Inconsistencies with Other Documents; Independent Effect of Covenants	110

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EXHIBITS

Exhibit A	-	Form of Assignment and Assumption
Exhibit B	-	Form of Borrowing Base Certificate
Exhibit C	-	Form of Officer’s Compliance Certificate
Exhibit D		Form of Revolving Credit Note
Exhibit E	-	Form of Notice of Borrowing
Exhibit F	-	Form of Notice of Account Designation
Exhibit G	-	Form of Notice of Prepayment
Exhibit H	-	Form of Notice of Conversion/Continuation

SCHEDULES

Schedule 4.1(b)	-	Senior Claims
Schedule 7.1(a)	-	Jurisdictions of Organization and Qualification
Schedule 7.1(b)	-	Subsidiaries and Capitalization
Schedule 7.1(f)	-	Tax Returns
Schedule 7.1(i)	-	ERISA Plans
Schedule 7.1(1)	-	Licenses
Schedule 7.1(m)	-	Labor and Collective Bargaining Agreements
Schedule 7.1(q)	-	Deposit and Securities Accounts
Schedule 7.1(r)	-	Real Property
Schedule 7.1(u)	-	Litigation
Schedule 10.1	-	Indebtedness and Guaranty Obligations
Schedule 10.2	-	Existing Liens
Schedule 10.3	-	Existing Loans, Advances and Investments
Schedule 10.8	-	Transactions with Affiliates

- v -

DEBTOR IN POSSESSION AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 23, 2012 by and among BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation, as debtor and debtor in possession (“Holdings”), BROADVIEW NETWORKS, INC., a New York corporation , as debtor and debtor in possession (“Broadview Networks”). BROADVIEW NETWORKS OF MASSACHUSETTS, INC., a Delaware corporation, as debtor and debtor in possession (“Broadview MA”), BROADVIEW NETWORKS OF VIRGINIA, INC., a Virginia corporation, as debtor and debtor in possession (“Broadview VA”), BRIDGECOM INTERNATIONAL, INC., a Delaware corporation, as debtor and debtor in possession (“Bridgecom International” and, together with Holdings, Broadview Networks, Broadview MA, Broadview VA, and Bridgecom International (each individually a “Borrower” and collectively, the “Borrowers”), the various financial institutions and other Persons from time to time parties hereto (collectively, the “Lenders”), and THE CIT GROUP/BUSINESS CREDIT, INC. (“CIT”). as administrative agent (in such capacity, the “Administrative Agent”).

BACKGROUND

The Credit Parties (defined below) have commenced the Bankruptcy Cases (defined below) and each Credit Party has retained possession of its assets and is authorized under the Bankruptcy Code (defined below) to continue the operation of its businesses as a debtor-in-possession. Prior to the commencement of the Bankruptcy Cases, the Administrative Agent and the Lenders made loans and advances and provided other financial or credit accommodations to the Borrowers and for the benefit of the Credit Parties, secured by substantially all assets and properties of the Credit Parties, as set forth in the Pre-Petition Financing Documents (as defined below). The Bankruptcy Court (as defined below) has entered an Interim Financing Order (defined below) pursuant to which the Administrative Agent and the Lenders may make post-petition loans and advances, and provide other financial accommodations, to the Borrowers, with all such post-petition loans, advances and other financial accommodations secured by substantially all the assets and properties of the Credit Parties, as set forth in the Financing Orders and the Loan Documents (as defined below).

The Interim Financing Order provides that as a condition to the making of such post-petition loans, advances and other financial accommodations, the Credit Parties will execute and deliver this Agreement, the Ratification Agreement and such other agreements, documents and instruments collateral hereto or thereto or contemplated hereby or thereby.

The Bank of New York Mellon, as Collateral Agent and the Trustee under the Senior Secured Notes Indenture (the “Indenture Trustee”), the Administrative Agent and the Credit Parties have entered into the Intercreditor Agreement, which agreement, among other things, sets forth, as between the Administrative Agent and the Indenture Trustee the relative priority of their respective Liens on the Collateral and their rights with respect thereto.

The Credit Parties desire to reaffirm their obligations to the Administrative Agent and the Lenders pursuant to the Pre-Petition Financing Documents and acknowledge their continuing liabilities to the Administrative Agent and the Lenders thereunder in order to induce the Administrative Agent and the Lenders to refinance the Pre-Petition Obligations (defined below), execute and deliver this Agreement, and make such post-petition loans and advances, and

provide such other financial accommodations to the Borrowers as contemplated by this Agreement. The Credit Parties have requested that the Administrative Agent and the Lenders make post-petition loans and advances and provide other financial or credit accommodations to the Borrowers and amend and restate the Pre-Petition Credit Agreement (as defined below), and the Administrative Agent and Lenders are willing to do so, subject to the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms when used in this Agreement shall have the meanings assigned to them below:

“Access Lines” means each of those telephone lines (both residential and commercial) for voice and data equivalents activated and in service of Holdings or any of its Subsidiaries (without duplication).

“Additional Reserves” means such reserves as the Administrative Agent may reasonably deem proper and necessary from time to time (but without duplication of exclusions of Receivables (or portions of Receivables) or other amounts from the Borrowing Base Amount pursuant to the definition of “Eligible Receivables” in this Article I), including (i) reserves for dilution of Receivables, and (ii) reserves to the full amount of the Carve Out.

“Administrative Agent” means CIT, in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 12.6.

“Administrative Agent’s Office” means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 13.1(c).

“Administrative Borrower” is defined in Section 13.12.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Advance Rate” has the meaning assigned thereto in clause (a) of the definition of the term “Borrowing Base Amount.”

“Affiliate” means, with respect to any Person, any other Person (other than a Subsidiary of such Person) which directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person or any of its Subsidiaries. As used in this definition, the term “control” means (a) the power to vote ten percent (10%) or more of the securities or other equity interests of a Person having ordinary voting power, or (b) the possession, directly or indirectly, of any other power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” means this Debtor in Possession Amended and Restated Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time.

“Applicable Law” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.

“Applicable Margin” means 3.25% per annum with respect to LIBOR Rate Loans and 2.25% per annum with respect to Base Rate Loans.

“Approved Budget” means the budget, attached as Exhibit B to the Commitment Letter, prepared in good faith based upon assumptions which the Borrowers’ believed to be reasonable setting forth, inter alia, a thirteen (13) week cash flow forecast commencing on the date of the commencement of the Bankruptcy Cases.

“Approved Fund” means any Person (other than a natural Person), including any special purpose entity, that (a) is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course and (b) is administered, managed or underwritten by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

“Asset Disposition” means the disposition of any or all of the assets (including the Capital Stock of a Subsidiary or any ownership interest in a joint venture) of any Credit Party or any Subsidiary thereof to any Person (other than another Credit Party) whether by sale, lease, transfer or otherwise. The term “Asset Disposition” shall not include any Equity Issuance or Debt Issuance.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 13.10), and accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date, in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Avoidance Action Recoveries” means any and all recoveries of cash, property or proceeds thereof arising from Avoidance Actions.

“Avoidance Actions” shall mean any and all avoidance actions in the Bankruptcy Case (which do not otherwise constitute or relate to Collateral) under any or all of Sections 544, 545, 547, 548, 549, 550, 551 and 553 of, and any other avoidance actions under, the Bankruptcy Code, whether under Chapter 5 of the Bankruptcy Code, Section 724(a) of the Bankruptcy Code or otherwise.

“Bankruptcy Cases” means the cases under Chapter 11 of the Bankruptcy Code in which each Credit Party is a debtor and debtor-in-possession pending before the Bankruptcy Court.

“Bankruptcy Case Expenses” means Administrative Agent’s and each Lenders reasonable and documented out of pocket fees and expenses (including reasonable and documented attorneys’ fees of one primary and one local counsel for Administrative Agent and the Lenders) in connection with the Bankruptcy Cases, any other action or participation by Administrative Agent and each Lender in the Bankruptcy Cases or any defense or participation by Administrative Agent in any actions in connection with the Bankruptcy Cases involving Administrative Agent and each Lender and/or any Lender) other than actions between or among Lenders.

“Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. § 101 et seq., as in effect from time to time.

“Bankruptcy Court” means the United States Bankruptcy Court for the Southern District of New York, or such other court having jurisdiction over the Bankruptcy Cases.

“Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules for the Southern District of New York.

“Base Rate” means, at any time, the higher of (a) the Prime Rate and (b) the Federal Funds Rate plus 1/2 of 1%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate or the Federal Funds Rate.

“Base Rate Loan” means any Loan bearing interest at a rate based upon the Base Rate as provided in Section 5.1(a).

“Borrowers” has the meaning assigned thereto in the introductory paragraph hereto.

“Borrowing Base Amount” means, as of any date of determination, an amount equal to the excess of:

(a) 85% (the “Advance Rate”) of Eligible Receivables reflected in the most recent Borrowing Base Certificate delivered on or prior to such date,

over

(b) the sum of:

(i) the Tax Reserves, if any;

plus

(ii) the Additional Reserves, if any, then in effect.

“Borrowing Base Certificate” means a certificate duly executed by a Responsible Officer of each Borrower or by the Administrative Borrower on behalf of the Borrowers or any of them, appropriately completed and in substantially the form of Exhibit B.

“Business Day” means (a) for all purposes other than as set forth in clause (b) below, any day other than a Saturday, Sunday or legal holiday on which banks in New York, New York are open for the conduct of their commercial banking business, and (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, any LIBOR Rate Loan, any day that is a Business Day described in clause (a) and that is also a day for trading by and between banks in Dollar deposits in the London interbank market.

“Capital Asset” means, with respect to Holdings and its Subsidiaries, any asset that should, in accordance with GAAP, be classified and accounted for as a capital asset on a Consolidated balance sheet of Holdings and its Subsidiaries.

“Capital Lease” means any lease of any property by any Credit Party, as lessee, that should, in accordance with GAAP, be classified and accounted for as a capital lease on a Consolidated balance sheet of Holdings and its Subsidiaries.

“Capital Stock” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests and (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Carve-Out” has the meaning given to the term “Carve-Out Expenses” in the Final Financing Order or, prior to the entry of the Final Financing Order, the Interim Financing Order; provided, however, that the Carve-Out may not in any event be used for the payment of Ineligible Expenses or for any other purposes, except as expressly permitted in the Final Financing Order.

“Cash Equivalents” means, at any time:

(a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing on a date within one hundred twenty (120) days from the date of acquisition thereof,

(b) commercial paper maturing within one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either S&P or Xxxxx’x,

(c) certificates of deposit maturing no more than one hundred twenty (120) days from the date of creation thereof, issued by commercial banks incorporated under the laws of the United States, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of “A” or better by a nationally recognized rating agency; provided, that the aggregate amount invested in such certificates of deposit shall not at any time exceed $5,000,000 for any one such certificate of deposit and $10,000,000 for any one such bank,

(d) time deposits maturing no more than thirty (30) days from the date of creation thereof, with commercial banks or savings banks or savings and loan associations each having membership either in the FDIC or the deposits of which are insured by the FDIC,

(e) investments in money market funds which invest substantially all of their assets in securities of the types described in clauses (a) through (d) above.

“Change in Control” means prior to the effective date of the Reorganization Plan (a) the occurrence of any event (whether in one or more transactions) which results in a transfer of control of any Borrower to a Person who is not one of the Permitted Holders; (b) less than forty percent (40%) of any class of the Voting Stock of Holdings is owned and controlled by (including for the purposes of the calculation of percentage ownership, any shares of Voting Stock into which any Voting Stock of Holdings is convertible or for which any such shares of the Voting Stock of Holdings may be exchanged and any shares of Voting Stock issuable upon exercise of any warrants, options or similar rights which may at the time of calculation be held by any Person) the Permitted Holders; (c) any merger or consolidation of or with Holdings pursuant to which Holdings is not the surviving Person or sale of all or substantially all of the property or assets of Holdings; (d) the failure of Holdings to own and control 100% of the Capital Stock of each Borrower; (e) the occurrence under any indenture (including the Senior Secured Notes Indenture) or other instrument evidencing any Indebtedness in excess of $1,000,000 of any “change of control” or similar provision (as set forth in any such indenture, agreement or other evidence of such Indebtedness); or (f) Xxxxxxx Xxxxxxxx ceases for any reason whatsoever to be employed as the senior executive officer of the Borrowers, except to the extent that a replacement of such senior executive officer reasonably acceptable to the Administrative Agent is obtained within thirty days thereafter. For purposes of clause (a) of this definition, “control of Holdings” shall mean the power, direct or indirect (x) to vote 50% or more of the Voting Stock of Holdings or (y) to direct or cause the direction of the management and policies of Holdings by contract or otherwise.

“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 5.10(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, rule, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Changed Circumstances” has the meaning given to that term in Section 4.6.

“Citibank” means Citibank, N.A. and its successors and assigns.

“Citibank DACA” means that certain Deposit Account Control Agreement, dated October 2006, as amended by (i) that certain First Amendment and Joinder to Deposit Account

Control Agreement, dated as of February 28, 2011, and (ii) that certain Second Amendment to Deposit Account Control Agreement, dated as of August 14, 2012, by and among Broadview Networks, Bridgecom International, Inc., Bridgecom Solutions Group, Inc., Trucom Corporation, Corecomm-ATX, Inc., Eureka Networks, LLC, ARC Networks, Inc., and Holdings, individually and collectively as the “Customer”, the Administrative Agent, the Trustee, and Citibank, as the same may hereafter be amended.

“Closing Date” means the date on which this Agreement has been duly executed by the parties hereto and delivered to the Administrative Agent and the initial funding of the Credit Facility occurs pursuant to the Interim Financing Order.

“Code” means the Internal Revenue Code of 1986, and the rules and regulations thereunder, each as amended or modified from time to time.

“Collateral” means the collateral security for the Obligations pledged or granted pursuant to the Security Documents and the Pre-Petition Financing Documents, as ratified and confirmed and made applicable to each of the Credit Parties, as debtors and debtors in possession, in the Bankruptcy Cases pursuant to, inter alia, the Financing Orders (including Avoidance Action Recoveries), the Ratification Agreement, this Agreement and the other Loan Documents, whether acquired prior to, simultaneously upon or after the filing of the Bankruptcy Cases and included the Pre-Petition Collateral (as defined in the Ratification Agreement) and the Post-Petition Collateral (as defined in the Ratification Agreement); provided that in no event shall the Collateral include the Excluded Collateral.

“Collateral Agent” means the Trustee, in its capacity as collateral agent.

“Collateral Agreement” means (and all references thereto in this Agreement, the Ratification Agreement or the other Loan Documents shall be deemed and each such reference is hereby amended, to mean) the collateral agreement, dated as of August 23, 2006, executed by the Credit Parties in favor of the Administrative Agent for the benefit of the Secured Parties (as defined therein), as amended by the Ratification Agreement and as ratified, assumed and adopted by each Credit Party pursuant to the terms hereof and the Financing Order, as the same now exists or may hereafter be amended, restated, supplemented, extended replaced, or otherwise modified from time to time.

“Commitment Letter” means and refers to that certain Commitment Letter dated July 18, 2012 between and among CIT and the Borrowers, pursuant to which CIT agreed to provide the credit accommodations contemplated by this Agreement.

“Commitment Percentage” means, as to any Lender at any time, the ratio of (a) the amount of the Revolving Credit Commitment of such Lender to (b) the aggregate Revolving Credit Commitment of all Lenders.

“Communications Act” means, collectively, the Communications Act of 1934, as amended by the Telecommunications Act of 1996, and as further amended, and the rules and regulations promulgated thereunder, as from time to time in effect.

“Competitor” means any Person (a) which either itself or whose controlled Affiliates shall have control over, or control over the voting rights of, issued and outstanding Voting Stock representing a majority of the voting power of any Restricted Telecom Operator or (b) which is a Restricted Telecom Operator or in which a Restricted Telecom Operator, or any of its Controlled Affiliates, shall have a direct or indirect voting interest greater than 50% or whose board of directors is otherwise controlled by a Restricted Telecom Operator; provided, however, that in no event shall any commercial bank, savings and loan association or savings bank or any other entity which is an “accredited investor” (as defined in Regulation D under the Securities Act of 1933, as amended) which extends credit or buys loans as one of its businesses, including insurance companies, mutual funds, lease financing companies and commercial finance companies, in each case, which has (i) at least $5,000,000,000 in assets and (ii) a rating of “A” or higher from S&P and a rating of Baal or higher from Xxxxx’x, be a Competitor.

“Consolidated” means, when used with reference to financial statements or financial statement items of any Person, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP.

“Control Agreement(s)” means a control agreement, in form and substance satisfactory to the Administrative Agent, executed and delivered by the Credit Parties (or any of them), the Administrative Agent, and the applicable securities intermediary (with respect to a Securities Account) or bank (with respect to a Deposit Account), including the Citibank DACA and the UBS SACA.

“Core Markets” means all current and future markets in which Holdings and its Subsidiaries provide retail products (residential or business) including: Massachusetts, New Hampshire, Rhode Island, Connecticut, New York, New Jersey, Pennsylvania, Delaware, Maryland, Virginia and the District of Columbia.

“Credit Facility” means, collectively, the Revolving Credit Facility and the L/C Facility.

“Credit Parties” means, collectively, the Borrowers and the Guarantors.

“Credit Party” means any Borrower or Guarantor.

“Creditors’ Committee” means any official committee of unsecured creditors appointed in the Bankruptcy Cases.

“Customer” means the account debtor with respect to any Receivable and/or the prospective purchaser of goods, services or both with respect to any contract or contract right, and/or any party who enters into or proposes to enter into any contract or other arrangement with any Credit Party, pursuant to which such Credit Party is to deliver any personal property or perform any services.

“Debt Issuance” means the issuance of any Indebtedness for borrowed money by any Credit Party, excluding any Indebtedness of any Credit Party permitted to be incurred pursuant to Section 10.1.

“Damage Lawsuit” has the meaning assigned thereto in Section 4.7.

“Debt Rating” means, as of any date of determination, the rating as determined by either S&P or Xxxxx’x of Holdings’ non-credit-enhanced, senior secured long-term debt.

“Default” means any of the events specified in Section 11.1 which with the passage of time, the giving of notice or any other condition, would constitute an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Revolving Credit Loans or participations in L/C Obligations required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless such amount is the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

“Deposit Account” means any deposit account (as that term is defined in the UCC), including the deposit account that is the subject of the Citibank DACA.

“Disputes” means any dispute, claim or controversy arising out of, connected with or relating to this Agreement or any other Loan Document, between or among parties hereto and to the other Loan Documents.

“Dollars” and the symbol “$” mean, unless otherwise qualified, dollars in lawful currency of the United States.

“Domestic Subsidiary” means any Subsidiary organized under the laws of any political subdivision of the United States.

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other than a natural person) approved by the Administrative Agent, each Issuing Bank and, unless a Default or Event of Default has occurred and is continuing, the Administrative Borrower (each such approval not to be unreasonably withheld or delayed); provided, however, that notwithstanding the foregoing, “Eligible Assignee” shall in any event not include (A) a Credit Party or any Affiliate or Subsidiary of a Credit Party or (B) any Competitor.

“Eligible Receivables” means, with respect to each Credit Party, each Receivable of such Credit Party arising in the ordinary course of such Credit Party’s business and which the Administrative Agent, in the good faith exercise of its reasonable judgment, shall deem to be an Eligible Receivable, based on such considerations as the Administrative Agent may from time to time deem appropriate. A Receivable shall not be deemed eligible unless such Receivable is subject to the Administrative Agent’s first priority perfected security interest and no other Lien (other than Permitted Liens described in clauses (a), (j) and (k) of Section 10.2 that in each case (other than with respect to clause (i)) are subordinate to the Lien of the Administrative Agent), and is evidenced by an invoice or other documentary evidence satisfactory to the Administrative Agent. In addition, no Receivable shall be an Eligible Receivable if:

(a) it arises out of a sale made by any Credit Party to a Subsidiary, another Credit Party or an Affiliate of any Credit Party or to a Person controlled by a Subsidiary or an Affiliate of any Credit Party;

(b) it is due or unpaid more than sixty (60) days after the original due date, not to exceed ninety (90) days after the original invoice date;

(c) fifty percent (50%) or more of the Receivables owing to any Credit Party or to the Credit Parties in the aggregate from such Customer are not deemed Eligible Receivables hereunder;

(d) any covenant, representation or warranty contained in this Agreement with respect to such Receivable has been breached;

(e) the applicable Customer shall (i) apply for, suffer, or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state, federal or foreign bankruptcy laws (as now or hereafter in effect), (v) be adjudicated a bankrupt or insolvent, (vi) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed, any petition which is filed against it in any involuntary case under such bankruptcy laws, or (viii) take any action for the purpose of effecting any of the foregoing;

(f) the underlying sale is to a Customer outside the United States, unless such sale is on letter of credit, guaranty, acceptance terms or supported by credit insurance, in each case acceptable to the Administrative Agent in its reasonable discretion;

(g) the underlying sale to the Customer is on a xxxx-and-hold basis or is a guaranteed sale or is on a sale-and-return, sale on approval, consignment or any other repurchase or return basis or is evidenced by chattel paper; provided, however, that Receivables that arise from xxxx-and-hold sales with no more than four (4) Customers at any one time (in a maximum aggregate amount of $1,000,000 for such four (4) Customers taken in the aggregate) shall not be excluded from Eligible Receivables under this clause (g) if, with respect to such Receivables, the applicable Credit Party provides the Administrative Agent with a letter to such Credit Party and the Administrative Agent from the applicable Customer which sets forth the agreement of such Customer to pay such Receivables in form and substance satisfactory to the Administrative Agent in its sole discretion;

(h) the Administrative Agent believes, in the good faith exercise of its reasonable judgment, that collection of such Receivable is insecure or that such Receivable may not be paid by reason of the Customer’s financial inability to pay;

(i) the applicable Customer is the United States, any State thereof, the District of Columbia or any federal or state department, agency or instrumentality, unless (x) in the case of the United States or any agency or instrumentality thereof, the applicable Credit Party assigns its right to payment of such Receivable to the Administrative Agent pursuant to the Assignment

of Claims Act of 1940, as amended (31 U.S.C. Section 3727 et seq. and 41 U.S.C. Section 15 et seq.) and (y) in any other case, the applicable Credit Party complies with any other applicable statutes or ordinances;

(j) the goods giving rise to such Receivable have not been shipped and delivered to and accepted by the Customer or the services giving rise to such Receivable have not been performed by the applicable Credit Party and accepted by the Customer (provided that (x) the Administrative Agent may in its discretion include such Receivables as “Eligible Receivables” and (y) if the Administrative Agent does not include such Receivables as “Eligible Receivables,” then an amount equal to the amount that has been earned by the Credit Parties in respect of services performed but not yet billed shall be included in the calculation of the amount of “Eligible Receivables”) or the Receivable otherwise does not represent a final sale;

(k) such Receivable is subject to any offset, deduction, defense, dispute, or counterclaim, the Customer is also a creditor or supplier of any Credit Party or such Receivable is contingent in any respect or for any reason;

(l) the applicable Credit Party has made any agreement with any Customer for any deduction therefrom, except for discounts or allowances made in the ordinary course of business for prompt payment, all of which discounts or allowances are reflected in the calculation of the face value of each respective invoice related thereto;

(m) any return, rejection or repossession of the applicable merchandise has occurred;

(n) such Receivable is not payable to the applicable Credit Party;

(o) (i) such Receivables are with respect to a Customer located in New Jersey, Minnesota, or any other state denying creditors access to its courts in the absence of a business activities report or other similar filing, unless the applicable Credit Party is incorporated under the laws of such state or has either qualified as a foreign corporation authorized to transact business in such state or has filed a business activities report or similar filing with the applicable state agency for the then current year or the Administrative Agent is not in fact denied access to the courts of such jurisdiction and (ii) the Administrative Agent, in its good faith exercise of its reasonable discretion, deems such Receivables to not be Eligible Receivables;

(p) any portion thereof represents a late fee, finance charge or similar charge, but only the portion of such Receivable that represents such a charge shall not constitute an Eligible Receivable pursuant to this clause (p);

(q) the applicable Credit Party has received an attempted payment in respect of such Receivable by a check that has been returned for insufficient funds;

(r) service to the Customer that owes such Receivable has been terminated;

(s) such Receivable is subject to a reserve created by the applicable Credit Party, but only the portion of such Receivable equal to the amount of such reserve shall not constitute an Eligible Receivable pursuant to this clause (s);

(t) such Receivable is not otherwise satisfactory to the Administrative Agent as determined in good faith by the Administrative Agent in the exercise of its reasonable judgment.

“Employee Benefit Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA which (a) is maintained for employees of any Credit Party or any ERISA Affiliate or (b) has at any time within the preceding six (6) years been maintained for the employees of any Credit Party or any current or former ERISA Affiliate.

“Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, accusations, allegations, notices of noncompliance or violation, investigations (other than internal reports prepared by any Person in the ordinary course of business and not in response to any third party action or request of any kind) or proceedings relating in any way to any actual or alleged violation of or liability under any Environmental Law or relating to any permit issued, or any approval given, under any such Environmental Law, including any and all claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages, contribution, indemnification cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to human health or the environment.

“Environmental Laws” means any and all federal, foreign, state, provincial and local laws, statutes, ordinances, codes, rules, standards and regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities, relating to the protection of human health or the environment, including requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials.

“Equity Holder Agreements” means the Amended and Restated Shareholders Agreement, dated as of July 20, 2006 among Holdings, MCG Capital Corporation and the Banks, Existing Broadview Stockholders and BridgeCom Management Stockholders party thereto, as amended in accordance with Section 10.9.

“Equity Issuance” means any issuance by a Credit Party to any Person which is not a Credit Party of (a) its Capital Stock, (b) its Capital Stock pursuant to the exercise of options or warrants or (c) its Capital Stock pursuant to the conversion of any debt securities to equity.

“ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder, each as amended or modified from time to time.

“ERISA Affiliate” means any Person who together with any Credit Party is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

“Eurodollar Reserve Percentage” means, for any day, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including any basic, supplemental or emergency reserves) in respect of Eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

“Event of Default” means any of the events specified in Section 11.1; provided that any requirement for passage of time, giving of notice, or any other condition, has been satisfied.

“Excluded Collateral” means, collectively:

(a) Voting Stock of any Subsidiary that is not a Domestic Subsidiary to the extent that such Voting Stock would exceed 65% of all of the Voting Stock of such Subsidiary;

(b) motor vehicles and other goods covered by a certificate of title;

(d) rights under any contracts that contain a valid and enforceable prohibition on assignment of such rights (other than to the extent that any such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity), but only for so long as such prohibition exists and is effective and valid;

(e) property and assets owned by any Credit Party that are the subject of any Permitted Lien described in clause (h)(i) or (ii) of Section 9.2 for so long as such Permitted Liens are in effect and the Indebtedness secured thereby otherwise prohibits any other Liens thereon;

(f) any deposit account for which of which all or a substantial portion of the funds on deposit are used for funding (i) payroll accounts, (ii) 401(k) and other retirement plans and employee benefits, including rabbi trusts for deferred compensation, (iii) health care benefits, and (iv) escrow arrangements (e.g., environmental indemnity accounts);

(g) Permitted XX Xxxx Collateral Accounts

(h) property and assets owned by any Credit Party in which a Lien may not be granted without governmental approval or consent (but only for so long as such Credit Party has not obtained such approval or consents);

(i) Intentionally omitted;

(j) property and assets owned by any Credit Party to the extent the cost of obtaining a Lien thereon would be excessive in relation to the benefit thereof in the Administrative Agent’s reasonable judgment after consultation with such Credit Party;

(k) assets sold in compliance with this Agreement to a Person that is not a Credit Party;

(l) assets owned by a Guarantor after the sale of such Guarantor pursuant to Section 10.5 of this Agreement; and

(m) any Letter of Credit Rights for a specified purpose to the extent a Credit Party is required by Applicable Law to apply the proceeds of such Letter of Credit Rights for such specified purpose.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) taxes imposed on or measured by its overall net income or profits (however denominated), and franchise taxes imposed on it (in lieu of net income or profits taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is constituted or organized or is resident or carries on business through a permanent establishment or by any jurisdiction in which such recipient is deemed to be doing business or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which such Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrowers under Section 5.12(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.11(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from such Borrower with respect to such withholding tax pursuant to Section 5.11(a).

“Existing Facility” means the credit facility provided under the Pre-Petition Credit Agreement and the other Pre-Petition Financing Documents.

“Extensions of Credit” means, as to any Lender at any time and as the context may require, (a) an amount equal to the sum of (i) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding, and (ii) such Lender’s Commitment Percentage of the L/C Obligations then outstanding, or (b) the making of any Revolving Credit Loan (or, in the case where such Lender is an Issuing Bank, the issuance of any Letter of Credit by such Lender) or participation in any Letter of Credit by such Lender.

“FCC” means the Federal Communications Commission, or any successor thereto.

“FDIC” means the Federal Deposit Insurance Corporation, or any successor thereto.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average (rounded upwards if necessary to the nearest 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day (or, if such day is not a Business Day, for the immediately preceding Business Day), as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that if such rate is not so published for any day which is a Business Day, the average (rounded upwards if necessary to the nearest 1/100 of 1%) of the quotation for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent.

“Final Financing Order” means a final order of the Bankruptcy Court in the Bankruptcy Cases authorizing and approving this Agreement, the Loans and the other Loan Documents under Sections 364(c) and (d) of the Bankruptcy Code, and entered at or after a final hearing pursuant to and in accordance with the Bankruptcy Rules, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders. The Final Financing Order shall include provisions that have:

(a) authorized the transactions contemplated by this Agreement and the extensions of credit under this Agreement in an amount not less than the Revolving Credit Commitment;

(b) granted the claim and Lien status and Liens described in Article IV and in Section 5.13 herein, as well as in the Security Documents and Ratification Agreement, and prohibited the granting of additional Liens on the assets of Credit Parties, other than Permitted Liens;

(c) provided that such Liens are automatically perfected by the entry of the Final Financing Order, and are also granted to the Administrative Agent for the benefit of the Administrative Agent and the Lenders;

(d) granted relief from the automatic stay of Section 362(a) of the Bankruptcy Code to enable the Administrative Agent, if the Administrative Agent elects to do so in its discretion, to make all filings and recordings and to take all other actions considered necessary or advisable by the Administrative Agent to perfect, protect and ensure the priority of its Liens upon the Collateral as a matter of non-bankruptcy law;

(e) provided that no Person will be permitted to surcharge or otherwise impair the collateral under Sections 506(c), 552(b) or any other provision of the Bankruptcy Code, nor shall any costs or expenses whatsoever be imposed against the Administrative Agent, and Lender on the Collateral, except for the Carve-Out;

(f) provided that the Carve-Out may not be used for or applied against the payment of Ineligible Expenses;

(g) provided Administrative Agent with relief from the automatic stay in a manner consistent with the terms of Section 11.2;

(h) provided that the Bankruptcy Cases may not be dismissed unless the Obligations have been indefeasibly paid in full in cash and this Agreement has been terminated;

(i) found that the credit extended hereunder and the negotiation of this Agreement and the other Loan Documents have been made and done in good faith and, therefore, the Obligations incurred and the granting, perfection and priority of the Liens hereunder and thereunder are entitled to the protections in Section 364(e) of the Bankruptcy Code;

(j) confirming the repayment in full, in cash of all obligations owing to the Lenders as pre-petition lenders under the Pre-Petition Financing Documents of all sums due and owing to them, the refinancing of which shall constitute Obligations owing under this Agreement.

“Final Order” means an order or judgment of the Bankruptcy Court, as entered on the docket of the Bankruptcy Court that has not been reversed, stayed, modified, or amended, and as to which: (a) the time to appeal, seek review or rehearing or petition for certiorari has expired and no timely-filed appeal or petition for review, rehearing, remand or certiorari is pending; or (b) any appeal taken or petition for certiorari filed has been resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought, provided, however, that the possibility that a motion under Rule 59 or Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules or other rules governing procedure in cases before the Bankruptcy Court, may be filed with respect to such order shall not cause such order not to be a Final Order.

“Financing Orders” means each of the Interim Financing Order and the Final Financing Order.

“Fiscal Year” means the fiscal year of Holdings and its Subsidiaries ending on December 31.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which any Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“GAAP” means generally accepted accounting principles, as recognized by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board, consistently applied and maintained on a consistent basis (except for changes in which Holding’s independent auditors concur) for Holdings and its Subsidiaries throughout the period indicated and (subject to Section 13.9) consistent with the prior financial practice of Holdings and its Subsidiaries.

“Governmental Approvals” means all authorizations, consents, approvals, permits, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court (including the Bankruptcy Court) central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including the FCC, any applicable PUC and including any supra-national bodies such as the European Union or the European Central Bank).

“Granting Lender” has the meaning assigned thereto in Section 13.10(g).

“Guarantors” means each direct or indirect Domestic Subsidiary of Holdings in existence on the Closing Date (other than any such Subsidiary that is a Borrower) or which becomes a party to the Guaranty Agreement pursuant to Section 9.11, in each case as debtor and debtor-in-possession.

“Guaranty Agreement” means (and all references thereto in this Agreement, the Ratification Agreement or the other Loan Documents shall be deemed and each such reference is hereby amended, to mean) the unconditional guaranty agreement, dated as of August 23, 2006, executed by the Guarantors in favor of the Administrative Agent for the ratable benefit of the Secured Parties (as defined therein), as amended, reaffirmed and ratified by each Guarantor pursuant to the Ratification Agreement and the Financing Order, as the same now exists or may hereafter be amended, restated, supplemented, extended, replaced, or otherwise modified from time to time.

“Guaranty Obligation” means, with respect to Holdings and its Subsidiaries, without duplication, any obligation, contingent or otherwise, of any such Person pursuant to which such Person has directly or indirectly guaranteed any Indebtedness of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of any such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement condition or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, that the term Guaranty Obligation shall not include endorsements for collection or deposit in the ordinary course of business.

“Hazardous Materials” means any substances or materials (a) which are or become defined as hazardous wastes, hazardous substances, pollutants, contaminants, chemical substances or mixtures or toxic substances under any Environmental Law, (b) which are toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to human health or the environment and are or become regulated by any Governmental Authority, (c) the presence of which require investigation or remediation under any Environmental Law or common law, (d) the discharge or emission or release of which requires a permit or license under any Environmental Law or other Governmental Approval, (e) which are deemed to constitute a nuisance or a trespass which pose a health or safety hazard to Persons or neighboring properties, (f) which consist of underground or aboveground storage tanks, whether empty, filled or partially filled with any substance, or (g) which contain, without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or waste, crude oil, nuclear fuel, natural gas or synthetic gas.

“Hedging Agreement” means any agreement with respect to any Interest Rate Contract, forward rate agreement, commodity swap, forward foreign exchange agreement, currency swap agreement, cross-currency rate swap agreement, currency option agreement or other agreement or arrangement designed to alter the risks of any Person arising from fluctuations in interest rates, currency values or commodity prices, all as amended, restated, supplemented or otherwise modified from time to time.

“Holdings” has the meaning assigned thereto in the introductory paragraph hereto.

“Indebtedness” means, with respect to Holdings and its Subsidiaries at any date and without duplication, the sum of the following calculated in accordance with GAAP:

(a) all liabilities, obligations and indebtedness for borrowed money including obligations evidenced by bonds, debentures, notes or other similar instruments of any such Person;

(b) all obligations to pay the deferred purchase price of property or services of any such Person (including all obligations under non-competition, earn-out or similar agreements), except trade payables arising in the ordinary course of business not more than ninety (90) days past due, provided, that, Indebtedness shall not include ordinary course liabilities arising prior to the Bankruptcy Cases which are outstanding at any time during the course of the Bankruptcy Cases;

(c) the Attributable Indebtedness of such Person with respect to such Person’s obligations in respect of Capital Leases (regardless of whether accounted for as indebtedness under GAAP);

(d) all Indebtedness of any other Person secured by a Lien on any asset owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(e) all Guaranty Obligations of any such Person;

(f) all obligations, contingent or otherwise, of any such Person relative to the face amount of letters of credit, whether or not drawn, including any Reimbursement Obligation, and banker’s acceptances issued for the account of any such Person;

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any other Person (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such Person, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Taxes” means Taxes and Other Taxes other than Excluded Taxes.

“Ineligible Expenses” means fees and/or expenses incurred by any Person, including professionals in the Bankruptcy Cases and the Creditors’ Committee (a) in preventing, hindering or delaying Administrative Agent’s or Lenders’ enforcement or realization upon any of the Collateral, except such fees and/or expenses incurred by the Credit Parties specifically and solely to contest whether an Event of Default has occurred and exists, (b) in applying for or consummating use of cash collateral or sale of any Collateral without Administrative Agent’s prior written consent (except to the extent permitted by this Agreement), (c) in incurring Indebtedness without Administrative Agent’s prior written consent (except to the extent permitted by this Agreement), (d) in connection with any action which contravenes a right or

protection of Administrative Agent and Lenders under the Loan Documents, (e) in connection with objecting to or consenting in any manner, or in raising any defenses to, the validity, extent, perfection, nonavoidability, priority or enforceability of the Obligations or any Liens or claims with respect thereto, or any other rights or interests of Administrative Agent and Lenders, or in asserting any claims or causes of action or any nature or type against Administrative Agent or Lenders, (f) that are excluded by virtue of the applicable Financing Order.

“Insignificant Subsidiary” means a Wholly-Owned Subsidiary of a Credit Party that (i) is an inactive entity, without any current trade or business, (ii) has de minimis assets, (iii) has de minimis liabilities (whether liquidated or contingent), (iv) is not material to the ongoing business or operations of the Borrowers (or any of them) or any other Credit Party, (v) if liquidated, dissolved or merged out of existence will not cause or result in a violation by any Credit Party, of any federal, state or local law, rule or regulation.

“Insurance or Condemnation Event” means the receipt by any Credit Party of any cash insurance proceeds or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective property or assets.

“Intercreditor Agreement” means that certain Intercreditor Agreement, dated as August 23, 2006, as amended by that certain Amendment No. 1 dated as of May 10, 2007, executed by and among the Credit Parties, the Administrative Agent, the Trustee, and the Collateral Agent, as amended, restated, supplemented or otherwise modified from time to time.

“Interest Period” has the meaning assigned thereto in Section 5.1(b).

“Interest Rate Contract” means any interest rate swap agreement, interest rate cap agreement, interest rate floor agreement, interest rate collar agreement, interest rate option or any other agreement regarding the hedging of interest rate risk exposure executed in connection with hedging the interest rate exposure of any Person and any confirming letter executed pursuant to such agreement, all as amended, restated, supplemented or otherwise modified from time to time.

“Interim Financing Order” means an order of the Bankruptcy Court in the Bankruptcy Cases authorizing and approving this Agreement and the Loans on an interim basis under Sections 364(c) and (d) of the Bankruptcy Code, entered at or after a preliminary hearing pursuant to and in accordance with the Bankruptcy Rules, in form and substance reasonably satisfactory to Administrative Agent and the Lenders and which Interim Financing Order shall include provisions that have:

(a) authorized the transactions contemplated by this Agreement and the extensions of credit under this Agreement in an amount not less than the Revolving Credit Commitment;

(b) granted the claim and lien status and Liens described in Article IV and in Section 5.13 herein as well as in the Security Documents and the Ratification Agreement, and prohibited the granting of additional Liens on the assets of the Credit Parties other than Permitted Liens (it being acknowledged that the Lien on Avoidance Recoveries will not be granted under the Interim Financing Order, but will instead be granted under the Final Financing Order);

(c) provided that such Liens are automatically perfected by the entry of the Interim Financing Order, and are also granted to the Administrative Agent for the benefit of the Administrative Agent and the Lenders;

(e) provided that no Person will be permitted to surcharge or otherwise impair the Collateral under Sections 506(c) (effective as of entry of the Final Financing Order or any extension of the Interim Financing Order) and 552(b) or any other provision of the Bankruptcy Code, nor shall any costs or expenses whatsoever be imposed against the Administrative Agent, any Lender or the Collateral, except for the Carve-Out;

(f) provided that the Carve-Out may not be used for or applied against the payment of Ineligible Expenses;

(g) provided Administrative Agent with relief from the automatic stay in a manner consistent with the terms of Section 11.2;

(h) provided that the Bankruptcy Cases may not be dismissed unless the Obligations have been indefeasibly paid in full in cash and this Agreement has been terminated;

(i) found that the credit extended hereunder and the negotiation of this Agreement and the other Loan Documents have been made or done in good faith and therefore the Obligations incurred and the granting, perfection and priority of the Liens hereunder and thereunder are entitled to the protections in Section 364(e) of the Bankruptcy Code; and

(j) approving a repayment in full, in cash of all obligations owing to the Lenders as pre-petition lenders under the Pre-Petition Financing Documents of all sums due and owing to them, the refinancing of which shall constitute Obligations owing under this Financing Agreement.

“ISP98” means the International Standby Practices (1998 Revision, effective January 1, 1999), International Chamber of Commerce Publication No. 590.

“Issuing Bank” means (a) The CIT Group/Business Credit, Inc., and (b) any other Person agreed to by Administrative Borrower and the Administrative Agent.

“L/C Cash Collateral” means the cash collateral pledged and deposited via wire transfer of immediately available funds to the Administrative Agent, for the ratable benefit of the Lenders and reflected in the L/C Cash Collateral Account, which may be commingled with and not segregated from the Administrative Agent’s general funds, and which L/C Cash Collateral shall at all times be in the amount of not less than 105% of the aggregate amount of the L/C Obligations.

“L/C Cash Collateral Account” means that certain account maintained on the books of the Administrative Agent reflecting the unsegregated balance from time to time of the L/C Cash Collateral.

“L/C Collateral Event” means and will be deemed to have occurred at such time as the difference between (A) the lesser of (x) the Revolving Credit Commitment and (y) the Borrowing Base Amount and (B) the sum of all outstanding Revolving Credit Loans plus 105% of the L/C Obligations plus any amounts outstanding or remaining unpaid with respect to the Pre-Petition Obligations, is less than $5,000,000.

“L/C Commitment” means the lesser of (a) $5,000,000 and (b) the Revolving Credit Commitment.

“L/C Facility” means the letter of credit facility established pursuant to Article III.

“L/C Obligations” means at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 3.5.

“L/C Participants” means the collective reference to all the Lenders other than the applicable Issuing Bank.

“Lender” means each Person executing this Agreement as a Lender (including each Issuing Bank unless the context otherwise requires) set forth on the signature pages hereto and each Person that hereafter becomes a party to this Agreement as a Lender pursuant to Section 13.11.

“Lending Office” means, with respect to any Lender, the office of such Lender maintaining such Lender’s Extensions of Credit.

“Letter of Credit Application” means an application, in the form specified by the applicable Issuing Bank from time to time, requesting such Issuing Bank to issue a Letter of Credit.

“Letters of Credit” means the letters of credit issued pursuant to Section 3.1, including, for purposes of clarification, any letter of credit issued under the Pre-Petition Financing Documents that remains outstanding.

“LIBOR” means the rate of interest per annum determined on the basis of the rate for deposits in Dollars in an amount substantially equal to the principal amount of the applicable LIBOR Rate Loan for a period equal to the applicable Interest Period which appears on the Bloomberg BBAM Screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period (rounded upward, if necessary, to the nearest 1/100th of 1%). If, for any reason, such rate does not appear on such page or service, then “LIBOR” shall be determined by the Administrative Agent to be the arithmetic average of the rate per

annum at which deposits in Dollars in an amount substantially equal to the principal amount of the applicable LIBOR Rate Loan would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period. Each calculation by the Administrative Agent of LIBOR shall be conclusive and binding for all purposes, absent manifest error.

“LIBOR Rate” means a rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) determined by the Administrative Agent pursuant to the following formula:


LIBOR Rate =		LIBOR
LIBOR Rate =		1.00-Eurodollar Reserve Percentage

“LIBOR Rate Loan” means any Loan bearing interest at a rate based upon the LIBOR Rate as provided in Section 5.1(a).

“License” means, as to any Credit Party, any license, permit, consent, certificate of need, authorization, certification, accreditation, franchise, approval, or grant of rights by, or any filing or registration with, any Governmental Authority or third Person (including the FCC or any applicable PUC) necessary for such Person to own, build, maintain, or operate its business or property.

“Lien” means, with respect to any asset, any mortgage, leasehold mortgage, lien, pledge, charge, security interest, hypothecation or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset.

“Liquidity” means, as of any date of determination, the sum of (i) Revolving Credit Availability, plus (ii) Qualified Cash.

“Loan Documents” means, (and all references thereto in this Agreement, the Ratification Agreement or the other Loan Documents shall be deemed and each such reference is hereby amended, to include) collectively, this Agreement, each Note, the Letter of Credit Applications, the Guaranty Agreement, the Security Documents, the Ratification Agreement, the Intercreditor Agreement and each other document, instrument, certificate and agreement executed and delivered by any Credit Party in connection with this Agreement or otherwise referred to herein or contemplated hereby, and all of the Pre-Petition Financing Documents, as ratified, assumed and adopted by each Borrower and each Guarantor, as applicable, pursuant to the terms of the Ratification Agreement, and the Financing Order, as each of the same may be amended, restated, supplemented, extended, renewed replaced or otherwise modified from time to time.

“Loans” means the reference to the Revolving Credit Loans, and “Loan” means any of such Loans.

“Material Adverse Effect” means a material adverse effect on (a) business or condition of Holdings and its Subsidiaries, taken as a whole, (b) the ability of any Credit Party to perform

its obligations under any Loan Document to which it is a party in any material respect or (c) the rights and remedies of any Lender or any Secured Party (as defined in any applicable Loan Document) under any Loan Document in any material respect, other than a material adverse effect resulting from (i) the commencement of the Bankruptcy Cases, (ii) any other event that preceded the commencement of the Bankruptcy Cases and was known to the Administrative Agent prior to the date of the Commitment Letter and (iii) any event which is stayed or excused by operation of the Bankruptcy Code.

“Material Contract” means (a) any contract or other agreement, written or oral, of any Credit Party involving monetary liability of or to any such Person in an amount in excess of $1,000,000 per annum, or (b) any other contract or agreement, written or oral, of any Credit Party the failure to comply with which or the termination of which could reasonably be expected to have a Material Adverse Effect.

“Maturity Date” means the earliest to occur of (a) the date that is 180 days after the Closing Date (excluding the Closing Date) or, if such 180^th day is not a Business Day, then the Business Day immediately preceding such 180^th day, (b) the last termination date set forth in the most recent Financing Order, (c) the effective date of the Reorganization Plan, (d) the date that the Revolving Credit Commitment is reduced to $0 pursuant to Section 2.5, or (e) the date of termination of the Revolving Credit Commitment by the Administrative Agent on behalf of the Lenders pursuant to Section 11.2(a).

“Moody’s” means Xxxxx’x Investors Service, Inc. and any successor thereto.

“Mortgages” means the collective reference to each mortgage, deed of trust or other real property security document, encumbering all material (as determined by the Administrative Agent in its sole discretion) real property now or hereafter owned in fee by any Credit Party, including such documentation as may be necessary to obtain a security interest under Right-of-Way Agreements, in each case, in form and substance reasonably satisfactory to the Administrative Agent and executed by such Credit Party in favor of the Administrative Agent, for the ratable benefit of the Secured Parties (as defined therein), as any such document may be amended, restated, supplemented or otherwise modified from time to time.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which any Credit Party or any ERISA Affiliate is making, or is accruing an obligation to make, or has accrued an obligation to make contributions within the preceding six (6) years.

“Net Cash Proceeds” means, as applicable, (a) with respect to any Asset Disposition by any Credit Party, the gross cash proceeds received by such Credit Party from such sale less the sum of (i) all income taxes and other taxes payable as a result of such sale and any other fees and expenses incurred in connection therewith and (ii) the principal amount of, premium, if any, and interest on any Indebtedness secured by a Lien on the asset (or a portion thereof) sold, which Indebtedness is required to be repaid in connection with such sale, (b) with respect to any Debt Issuance, the gross cash proceeds received by any Credit Party therefrom less all legal, underwriting and other fees and expenses incurred in connection therewith and (c) with respect to any Insurance or Condemnation Event, the gross cash proceeds received by any Credit Party

from an insurance company or Governmental Authority, as applicable, less the sum of (i) all fees and expenses in connection therewith, and (ii) the principal amount of, premium, if any, and interest on any Indebtedness secured by a Lien on the asset (or a portion thereof) subject to such loss or condemnation proceeding, which Indebtedness is required to be repaid in connection with such loss or condemnation proceeding

“Network Regions” means fiber networks and colocations outside the Core Markets.

“Non-Core Markets” means all markets other than Core Markets.

“Notes” means the collective reference to the Revolving Credit Notes.

“Notice of Account Designation” has the meaning assigned thereto in Section 2.3(b).

“Notice of Borrowing” has the meaning assigned thereto in Section 2.3(a).

“Notice of Conversion/Continuation” has the meaning assigned thereto in Section 5.2.

“Notice of Prepayment” has the meaning assigned thereto in Section 2.4(c).

“Obligations” means, in each case, whether now in existence or hereafter arising: (a) the principal of and interest on (including interest accruing after the filing of any bankruptcy or similar petition) the Loans, (b) the L/C Obligations, (c) the Pre-Petition Obligations, and (d) all other fees and commissions (including attorneys’ fees), charges, indebtedness, loans, liabilities, financial accommodations, obligations, covenants and duties owing by any Credit Party to the Lenders or the Administrative Agent, in each case under any Loan Document, the Financing Orders, the Pre-Petition Financing Documents or otherwise, with respect to any Loan or Letter of Credit of every kind, nature and description, direct or indirect, absolute or contingent, due or to become due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any note. Without limitation of the foregoing, (i) Obligations shall include Bankruptcy Case Expenses and shall include all such obligations, liabilities and indebtedness arising after the commencement of the Bankruptcy Cases, and (ii) all Obligations owing under this Agreement shall be secured in full by all of the Collateral of all nature and types, whether arising before, on or after the filing of the Bankruptcy Cases and, similarly, all Pre-Petition Obligations shall be secured by all of the Collateral, whether rising before, on or after the commencement of the Bankruptcy Cases.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Officer’s Compliance Certificate” means a certificate of the chief financial or accounting officer of Holdings substantially in the form of Exhibit C.

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Participant” has the meaning assigned thereto in Section 13.11(d).

“Patriot Act” means the USA PATRIOT Improvement and Reauthorization Act, Pub. L. No. 109-177 (Mar. 9, 2006).

“PBGC” means the Pension Benefit Guaranty Corporation or any successor agency.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of the Code and which (a) is maintained for the employees of any Credit Party or any ERISA Affiliates or (b) has at any time within the preceding six (6) years been maintained for the employees of a Credit Party or any of its current or former ERISA Affiliates.

“Permitted XX Xxxx Collateral Accounts” means the accounts in which cash and Cash Equivalents are deposited to secure Permitted LCs in accordance with Section 10.1(c) pursuant to Permitted Liens of the type described in Section 10.2(i).

“Permitted LCs” has the meaning assigned thereto in Section 10.1(c).

“Permitted Holders” means each of MCG Capital Corporation, Xxxxx Communications Fund, L.P., Xxxxx Communications Fund II (QP) L.P., New Enterprise Associates VII, L.P., New Enterprise Associates 9, L.P., NEA Ventures 1998, L.P. and their respective controlled Affiliates.

“Permitted Liens” means the Liens permitted pursuant to Section 10.2.

“Plan Documents” means documents to be filed with the Bankruptcy Court to effectuate Borrower’s Reorganization Plan, including Borrower’s proposed (i) disclosure statement, (ii) Reorganization Plan, and (iii) order of confirmation with respect to the Reorganization Plan.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

“Petition Date” means August 22, 2012.

“Pre-Petition Collateral” shall mean, collectively, (i) all “Collateral” as such term is defined in the Pre-Petition Financing Documents as in effect immediately prior to the commencement of the Bankruptcy Cases, and (ii) all other security for the Pre-Petition Obligations as provided in the Pre-Petition Financing Documents immediately prior to the commencement of the Bankruptcy Cases.

“Pre-Petition Credit Agreement” means the Credit Agreement, dated as of August 23, 2006, by and among Holdings, the Subsidiaries thereof designated as “Credit Parties” thereunder, the lenders parties thereto, CIT, as administrative agent, collateral agent and documentation agent, as amended from time to time prior to the date hereof.

“Pre-Petition Financing Documents” means the Pre-Petition Credit Agreement and all related documents, instruments, supporting obligations and agreements, collateral thereto and contemplated thereby, including the Security Documents (as defined therein) as any or all of the foregoing have been amended, amended and restated, modified, supplemented, extended or replaced from time to time.

“Pre-Petition Obligations” means the aggregate outstanding “Obligations” under (and as defined in) the Pre-Petition Credit Agreement of the Credit Parties to the Administrative Agent and the Lenders arising at any time prior to the commencement of the Bankruptcy Cases, whether incurred by such Credit Parties (or any of them) as principal, surety, endorser, guarantor or otherwise and including all principal, interest, financing charges, letter of credit fees, unused line fees, servicing fees, line increase fees, early termination fees, other fees, commissions, costs, expenses and attorneys’, accountants’ and consultants’ fees and expenses incurred in connection with any of the foregoing.

“Prime Rate” means, at any time, a variable rate of interest per annum equal to the rate of interest from time to time published by the Board of Governors of the Federal Reserve System in Federal Reserve statistical release H.15 (519) entitled “Selected Interest Rates” as the Bank Prime Loan Rate, such rate to be adjusted automatically, without notice, on the effective date of any change in such rate. Prime Rate also includes rates published in any successor publications of the Federal Reserve System reporting the Bank Prime Loan Rate or its equivalent. The statistical release generally sets forth a Bank Prime Loan Rate for each Business Day. The applicable Bank Prime Loan Rate for any date not set forth in such statistical release or equivalent document shall be the rate set forth for the last preceding date. In the event the Board of Governors of the Federal Reserve System ceases to publish a Bank Prime Loan Rate or equivalent, the term “Prime Rate” shall mean a variable rate of interest per annum equal to the highest of the “prime rate,” “reference rate,” “base rate” or other similar rate as determined by the Administrative Agent announced from time to time by any of the three largest banks (based on combined capital and surplus) headquartered in New York, New York (with the understanding that any such rate may merely be a reference rate and may not necessarily represent the lowest or best rate actually charged to any customer by such bank).

“PUC” means any state regulatory agency or body that exercises jurisdiction over the rates or services or the ownership, construction or operation of any network facility or long distance telecommunications systems or over Persons who own, construct or operate a network facility or long distance telecommunications systems, in each case by reason of the nature or type of the business subject to regulation and not pursuant to laws and regulations of general applicability to Persons conducting business in such state.

“Qualified Cash” means, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of the Borrowers that is in Deposit Accounts or in Securities Accounts, or any combination thereof, all of which Deposit Accounts or Securities Accounts are the subject of Control Agreements providing to the Administrative Agent, a perfected first priority Lien and security interest and are maintained by banks or securities intermediaries located within the United States; provided, however that Qualified Cash shall not include L/C Cash Collateral.

“Ratification Agreement” means that certain Ratification and Amendment Agreement, dated on or about the date of this Agreement, pursuant to which each Credit Party ratifies, confirms and reaffirms, in their capacities as debtors and debtors in possession in the Bankruptcy Cases, all of the Pre-Petition Financing Documents executed by them prior to the filing of the Bankruptcy Cases as being in full force and effect in the Bankruptcy Cases and, with respect to certain of the Pre-Petition Financing Documents, provides for supplements or amendments to such Loan Documents, including the amendment and restatement of the Pre-Petition Credit Agreement, as the foregoing Ratification and Amendment Agreement may be amended, restated, modified or supplemented.

“Receivables” means, as to each Credit Party, all of such Credit Party’s accounts, contract rights, instruments, documents, chattel paper (whether tangible or electronic), drafts and acceptances, general intangibles and all other forms of obligations owing to such Credit Party, in each case arising out of or in connection with the sale, lease or other disposition of inventory or the rendition of services, all guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created, and whether or not specifically sold or assigned to the Administrative Agent hereunder.

“Register” has the meaning assigned thereto in Section 13.10(c).

“Reimbursement Obligation” means the joint and several obligation of the Borrowers to reimburse the applicable Issuing Bank pursuant to Section 3.5 for amounts drawn under Letters of Credit issued by such Issuing Bank.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the directors, trustees, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Remedies Notice Period” has the meaning assigned thereto in Section 11.2(c).

“Reorganization Plan” means any plan or plans of reorganization proposed or confirmed in the Bankruptcy Cases.

“Required Lenders” means, at any date, any combination of Lenders having more than fifty percent (50%) of the aggregate amount of the Revolving Credit Commitment; provided that the Revolving Credit Commitment of, held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Responsible Officer” means the chief executive officer, president, vice-president, chief financial officer, controller, treasurer or assistant treasurer of a Credit Party or any other officer of a Credit Party reasonably acceptable to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Credit Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Credit Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Credit Party.

“Restricted Telecom Operator” means any Person that is a provider of telecommunication, information and data services and the majority of whose revenues are derive from the provision of such services.

“Restructuring Support Agreement” means that certain Restructuring Support Agreement, dated as of July 13, 2012, among Holdings and each of its direct and indirect Subsidiaries, certain holders of preferred and common stock in Holdings and certain holders of Senior Secured Notes issued by Holdings.

“Revolving Credit Availability” means (i) the difference between (A) the lesser of (x) the Revolving Credit Commitment and (y) the Borrowing Base Amount and (B) the sum of all outstanding Revolving Credit Loans and the L/C Obligations plus any amounts outstanding or remaining unpaid with respect to the Pre-Petition Obligations, minus (ii) the aggregate amount, if any, of all trade payables of the Credit Parties arising after the Petition Date aged in excess of historical levels with respect thereto and all book overdrafts of the Credit Parties arising after the Petition Date in excess of historical practices with respect thereto, in each case as determined by the Administrative Agent.

“Revolving Credit Commitment” means (a) as to any Lender, the obligation of such Lender to make Revolving Credit Loans to the account of the Borrowers hereunder in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite the name of such Lender on the signature pages hereto (and thereafter opposite such Lender’s name on the Register), as such amount may be reduced or modified at any time or from time to time pursuant to the terms hereof and (b) as to all Lenders, the aggregate commitment of all Lenders to make Revolving Credit Loans, as such amount may be reduced at any time or from time to time pursuant to the terms hereof. The Revolving Credit Commitment of all Lenders on the Closing Date shall be the lesser of (a) $25,000,000.00, or (b) such amount as may be authorized pursuant to the Interim Financing Order, the Final Financing Order, or any other order of the Bankruptcy Court.

“Revolving Credit Facility” means the revolving credit facility established pursuant to Article II.

“Revolving Credit Loans” means any revolving loan made to the Borrowers pursuant to Section 2.1, and all such revolving loans collectively as the context requires.

“Revolving Credit Note” means a promissory note made, jointly and severally, by the Borrowers in favor of a Lender evidencing the Revolving Credit Loans made by such Lender, substantially in the form of Exhibit D, and any amendments, supplements and modifications thereto, any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part.

“Right-of-Way Agreements” means agreements, documents or instruments that secure or evidence access to real property or rights-of-way for the purpose of constructing, installing, obtaining or operating facilities in connection with the conduct of business by Holdings or any Subsidiary.

“S&P” means Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. and any successor thereto.

“Sanctioned Entity” means (i) an agency of the government of, (ii) an organization directly or indirectly controlled by, or (iii) a person resident in a country that is subject to a sanctions program identified on the list maintained by OFAC and available at xxxx://xxx.xxxxx.xxx/xxxxxxx/xxxxxxxxxxx/xxxx/xxxxxxxx/xxxxx.xxxxx, or as otherwise published from time to time as such program may be applicable to such agency, organization or person.

“Sanctioned Person” means a person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at xxxx://xxx.xxxxx.xxx/xxxxxxx/xxxxxxxxxxx/xxxx/xxx/xxxxx.xxxxx, or as otherwise published from time to time.

“Securities Account” means a securities account (as that term is defined in the UCC).

“Security Documents” means the collective reference to the Collateral Agreement, the Guaranty Agreement, the Control Agreements, the Mortgages, and each other agreement or writing pursuant to which any Credit Party purports to pledge or grant a security interest in any property or assets securing the Obligations or any such Person purports to guaranty the payment and/or performance of the Obligations, in each case, as amended, restated, supplemented or otherwise modified from time to time.

“Senior Claims” shall have the meaning provided in Section 4.1(b) of this Agreement.

“Senior Secured Notes” means the Holdings’ 11 3/8% senior secured notes due 2012 issued in an aggregate principal amount of $300,000,000, together with any exchange notes issued in exchange therefor, pursuant to the Senior Secured Notes Indenture.

“Senior Secured Notes Indenture” means the indenture, dated as of August 23, 2006, executed by and among the Credit Parties party thereto, the Trustee and the Collateral Agent.

“SPC” has the meaning assigned thereto in Section 13.10(g).

“Subordinated Indebtedness” means the collective reference to any Indebtedness of any Credit Party subordinated in right and time of payment to the Obligations and containing such other terms and conditions, in each case as are satisfactory to the Required Lenders.

“Subsidiary” means as to any Person, any corporation, partnership, limited liability company or other entity of which more than fifty percent (50%) of the outstanding Capital Stock having ordinary voting power to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity is at the time owned by or the management is otherwise controlled by such Person (irrespective of whether, at the time, Capital Stock of any other class or classes of such corporation, partnership, limited liability company or other entity shall have or might have voting power by reason of the happening of any contingency). Unless otherwise qualified references to “Subsidiary” or “Subsidiaries” herein shall refer to those of Holdings.

“Superpriority Claim” means an allowed claim against a Credit Party or its estate in the Bankruptcy Cases, which is an administrative expense claim having priority over (a) any and all allowed administrative expenses, and (b) unsecured claims now existing or hereafter arising, including any administrative expenses of the kind specified in the Bankruptcy Code, including Sections 105(a), 326, 328, 330, 331, 503(a), 503(b), 506(c) (subject to the terms of and effective upon entry of the Final Financing Order), 507, 546(c), 546(d), 726, 1113 and 1114 of the Bankruptcy Code.

“Tax Reserves” means, as of any date of determination, but only if any federal, state, local or other taxes, assessments or other governmental charges (including any Universal Service Fund charges) or levies upon any Credit Party or any of their respective properties, income, profits or assets is then delinquent, the amount of all such taxes, assessments and governmental charges or levies that is due and payable as of such date and secured by Liens senior or parri passu in priority to the Liens of the Administrative Agent hereunder.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Termination Event” means except for any such event or condition that could not reasonably be expected to have a Material Adverse Effect: (a) a “Reportable Event” described in Section 4043 of ERISA for which the notice requirement has not been waived by the PBGC, or (b) the withdrawal of any Credit Party or any ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, or (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, if the plan assets are not sufficient to pay all plan liabilities, or (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC, or (e) any other event or condition which would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, or (f) the imposition of a Lien pursuant to Section 412 of the Code or Section 302 of ERISA, or (g) the partial or complete withdrawal of any Credit Party of any ERISA Affiliate from a Multiemployer Plan if withdrawal liability is asserted by such plan, or (h) any event or condition which results in the reorganization or insolvency of a Multiemployer Plan under Sections 4241 or 4245 of ERISA, or (i) any event or condition which results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA.

“Total Cash Disbursements” means and refers to the sum of the following line items set forth in the Approved Budget, the Updated Budget or any further rolling update of such budgets from the date of this Agreement through the pendency of the Bankruptcy Cases: (A) “Total cash disbursements”, plus (b) “Interest, debt, cap leases”, plus (c) “Nonrecurring items (in) out”.

“Total Cash Receipts” means and refers to the line item set forth in the Approved Budget, the Updated Budget or any further rolling update of such budgets from the date of this Agreement through the pendency of the Bankruptcy Cases entitled “Total Cash Receipts”.

“Trigger Amount” means an amount equal to the sum of

(i) Qualified Cash, plus

(ii) (A) the lesser of the Borrowing Base Amount or the Revolving Credit Commitment, minus (B) the sum of all outstanding Extensions of Credit (including any outstanding balance of the Pre-Petition Obligations) as of such date.

“Trigger Event” means the occurrence of any of the following:

(a) any Event of Default occurs, that has not been waived in writing by the Administrative Agent;

(b) on any day, the Trigger Amount is less than $5,000,000.

“Trigger Period” means:

(a) upon the occurrence of the event described in clause (a) of the definition of Trigger Event, the period commencing on such date and ending on the date on which written waiver of such event is given by the Administrative Agent to the Borrowers;

(b) upon the occurrence of the event described in clause (b) of the definition of Trigger Event, the period commencing on such date and ending on the fifteenth (15^th) consecutive day thereafter on which the Trigger Amount is equal to or greater than $5,000,000.

“Trustee” means The Bank of New York, in its capacity as the trustee under the Senior Secured Notes Indenture.

“UBS” means and refers to UBS Financial Services, Inc.

“UBS SACA” means that certain securities account control agreement, dated November 11, 2010, by and between Broadview Networks, Inc., Administrative Agent, as administrative agent under the Agreement, and UBS, with respect to UBS Account #WP31503.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which are required to be applied in connection with the issue of perfection of security interests.

“Uniform Customs” means the Uniform Customs and Practice for Documentary Credits (1993 Revision), effective January, 1994 International Chamber of Commerce Publication No. 500.

“United States” means the United States of America.

“Updated Budget” means the Borrowers’ 13-week cash flow forecast for the period beginning on the commencement date of the Bankruptcy Cases, to be delivered by Borrowers to the Administrative Agent and Lenders at least two, but not more than five, Business Days prior to the Closing Date.

“Verizon” means, collectively, Verizon Communications Inc. and its affiliates.

“Voting Stock” means any class or classes of Capital Stock pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees (or Persons performing similar functions) of any Person (irrespective of whether or not, at the time, Capital Stock of any other class or classes shall have, or might have, voting power by reason of the happening of any contingency).

“Wholly-Owned” means, with respect to a Subsidiary, that all of the shares of Capital Stock of such Subsidiary are, directly or indirectly, owned or controlled by Holdings and/or one or more of its Wholly-Owned Subsidiaries (except for directors’ qualifying shares or other shares required by Applicable Law to be owned by a Person other than Holdings or any other Subsidiary).

Section 1.2 Other Definitions and Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined, (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (c) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” (d) the word “will” shall be construed to have the same meaning and effect as the word “shall,” (e) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (f) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (g) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (h) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (i) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (j) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form, (k) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to “ and “until” each mean “to but excluding;” and the word “through” means “to and including,” and (1) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. Any reference in this Agreement or in any of the other Loan Documents to a Default that is continuing or an Event of Default that is continuing or the continuance thereof, shall mean (i) in the case of a Default, one that has not been cured within any applicable cure period (to the extent susceptible to cure), and (ii) in the case of an Event of Default, one that has not been waived in writing by the Administrative Agent and/or Required Lenders, as the case may be. In further clarification of the foregoing, any Event of Default under this Agreement or under any other Loan Document shall be “continuing” unless and until such Event of Default has been waived in writing by the Administrative Agent and/or Required Lenders, as the case may be.

Section 1.3 Accounting Terms. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements required by Section 8.1(b), except as otherwise specifically prescribed herein.

Section 1.4 UCC Terms. Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination, to the UCC then in effect.

Section 1.5 Rounding. Any financial ratios required to be satisfied by the Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.6 References to Agreement and Laws. Unless otherwise expressly provided herein, (a) references to formation documents, governing documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Applicable Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Applicable Law.

Section 1.7 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.8 Letter of Credit Amounts. Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Letter of Credit Application therefor, whether or not such maximum face amount is in effect at such time.

ARTICLE II.

REVOLVING CREDIT FACILITY

Section 2.1 Revolving Credit Loans. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make Revolving Credit Loans to the Borrowers from time to time after the Closing Date to, but not including, five (5) Business Days prior to the Maturity Date as requested by the Borrowers in accordance with the terms of Section 2.3; provided, that (a) the aggregate principal amount of all outstanding Revolving Credit Loans (after giving effect to any amount requested) shall not exceed (i) the lesser of (x) the Revolving Credit Commitment and (y) the Borrowing Base Amount less (ii) the sum of the then outstanding Pre-Petition Obligations (after

giving effect to the use of proceeds in connection with the repayment thereof) plus all outstanding L/C Obligations and (b) the principal amount of outstanding Revolving Credit Loans from any Lender to the Borrowers shall not at any time exceed such Lender’s Revolving Credit Commitment less such Lender’s Commitment Percentage of the sum of (i) the then outstanding Pre-Petition Obligations (after giving effect to the use of proceeds in connection with the repayment thereof), plus, (ii) outstanding L/C Obligations. Each Revolving Credit Loan by a Lender shall be in a principal amount equal to such Lender’s Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested on such occasion. Subject to the terms and conditions hereof, the Borrowers may, jointly and severally, borrow, repay and reborrow Revolving Credit Loans hereunder until five (5) Business Days prior to the Maturity Date.

Section 2.2 Intentionally Omitted

Section 2.3 Procedure for Advances of Revolving Credit Loans.

(a) Requests for Borrowing. The Administrative Borrower shall give the Administrative Agent irrevocable prior written notice substantially in the form of Exhibit E (a “Notice of Borrowing”) not later than 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan, of its intention to borrow, specifying (A) the date of such borrowing, which shall be a Business Day, (B) the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans in an aggregate principal amount of $50,000 or a whole multiple of $10,000 in excess thereof, and (y) with respect to LIBOR Rate Loans in an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) that such Loan is to be a Revolving Credit Loan, (D) whether the Loans are to be LIBOR Rate Loans or Base Rate Loans, and (E) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto. A Notice of Borrowing received after 11:00 a.m. shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the Lenders of each Notice of Borrowing.

(b) Disbursement of Revolving Credit Loans. Not later than 1:00 p.m. on the proposed borrowing date, (i) each Lender will make available to the Administrative Agent, for the account of the Borrowers, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, such Lender’s Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date. The Borrowers hereby irrevocably authorize the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrowers identified in the most recent notice substantially in the form of Exhibit F (a “Notice of Account Designation”) delivered by the Administrative Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrowers and the Administrative Agent from time to time. Subject to Section 5.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Revolving Credit Loan requested pursuant to this Section to the extent that any Lender has not made available to the Administrative Agent its Commitment Percentage of such Loan.

Section 2.4 Repayment and Prepayment of Revolving Credit Loans.

(a) Repayment on Maturity Date. The Borrowers hereby, jointly and severally, agree to repay the outstanding principal amount of all Revolving Credit Loans in full on the Maturity Date, together with all accrued but unpaid interest thereon.

(b) Mandatory Prepayments. If at any time the outstanding principal amount of all Revolving Credit Loans plus the sum of all outstanding L/C Obligations plus any amounts outstanding or remaining unpaid with respect to the Pre-Petition Obligations exceeds the lesser of (x) the Revolving Credit Commitment and (y) the Borrowing Base Amount, the Borrowers, jointly and severally, agree to repay immediately, by payment to the Administrative Agent for the account of the Lenders, Extensions of Credit in an amount equal to such excess with each such repayment applied to the principal amount of outstanding Revolving Credit Loans.

(c) Optional Prepayments. The Borrowers may at any time and from time to time prepay Revolving Credit Loans in whole or in part, with irrevocable prior written notice from the Administrative Borrower to the Administrative Agent substantially in the form of Exhibit G (a “Notice of Prepayment”) given not later than 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan, specifying the date and amount of prepayment and whether the prepayment is of LIBOR Rate Loans, Base Rate Loans, or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date set forth in such notice. Partial prepayments shall be in an aggregate amount of $50,000 or a whole multiple of $10,000 in excess thereof with respect to Base Rate Loans, and $1,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof.

(d) Limitation on Prepayment of LIBOR Rate Loans. The Borrowers may not prepay any LIBOR Rate Loan on any day other than on the last day of the Interest Period applicable thereto unless such prepayment is accompanied by any amount required to be paid pursuant to Section 5.9 hereof.

Section 2.5 Permanent Reduction of the Revolving Credit Commitment.

(a) Voluntary Reduction. The Borrowers shall have the right at any time and from time to time, upon at least five (5) Business Days’ prior written notice from the Administrative Borrower to the Administrative Agent, to permanently reduce, without premium or penalty, (i) the entire Revolving Credit Commitment at any time or (ii) portions of the Revolving Credit Commitment, from time to time, in an aggregate principal amount not less than $1,000,000 or any whole multiple of $1,000,000 in excess thereof so long as after giving effect to any such reduction the aggregate amount of outstanding Extensions of Credit does not exceed the Revolving Credit Commitment after giving effect to such reduction. Any reduction of the Revolving Credit Commitment shall be applied to the Revolving Credit Commitment of each Lender according to its Commitment Percentage. All commitment fees accrued until the effective date of any termination of the Revolving Credit Commitment shall be paid on the effective date of such termination.

(b) Mandatory Reduction. The Revolving Credit Commitment shall be permanently reduced as set forth below.

(i) Debt Issuances. The Revolving Credit Commitment shall be permanently reduced by an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance.

(ii) Asset Dispositions. The Revolving Credit Commitment shall be permanently reduced by an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Asset Disposition; provided that, so long as no Default or Event of Default has occurred and is continuing, no reduction shall be required hereunder in connection with (A) up to $500,000 aggregate Net Cash Proceeds from Asset Dispositions by any Credit Party, (B) any Asset Disposition or series of related Asset Dispositions by any Credit Party in which the aggregate Net Cash Proceeds from such disposition(s) are reinvested within 350 days after receipt of such Net Cash Proceeds by such Credit Party in replacement assets (useful to the business of the Borrowers and the Guarantors as conducted in accordance with Section 10.12), or (C) Asset Dispositions permitted pursuant to clauses (a) through (f) of Section 10.5.

(iii) Insurance or Condemnation Events. The Revolving Credit Commitment shall be permanently reduced by an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance or Condemnation Event; provided that, so long as no Default or Event of Default has occurred and is continuing, no reduction shall be required hereunder (A) in connection with up to $500,000 aggregate Net Cash Proceeds from Insurance or Condemnation Events received by any Credit Party or any Subsidiary thereof or (B) in connection with Insurance or Condemnation Events with respect to any Credit Party in which the aggregate Net Cash Proceeds are reinvested within 350 days after receipt of such Net Cash Proceeds by such Credit Party or Subsidiary in similar replacement assets.

(c) Corresponding Payment. Each permanent reduction permitted or required pursuant to this Section shall be accompanied by a payment of principal sufficient to reduce the aggregate outstanding Revolving Credit Loans and L/C Obligations, as applicable, after such reduction to the Revolving Credit Commitment as so reduced. Such cash collateral shall be applied in accordance with Section 11.2(b). Any reduction of the Revolving Credit Commitment to zero shall be accompanied by, first, payment of all outstanding Revolving Credit Loans and second, furnishing of cash collateral satisfactory to the Administrative Agent for all L/C Obligations (to the extent not otherwise secured by the L/C Cash Collateral Account), together with accrued and unpaid interest or fees, as the case may be, related thereto to the date of such prepayment, and shall result in the termination of the Revolving Credit Commitment and the Revolving Credit Facility. Such cash collateral shall be applied in accordance with Section 11.2(b). If the reduction of the Revolving Credit Commitment requires the repayment of any LIBOR Rate Loan, such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof.

Section 2.6 Termination of Revolving Credit Facility. The Revolving Credit Facility shall terminate on the Maturity Date.

ARTICLE III.

LETTER OF CREDIT FACILITY

Section 3.1 L/C Commitment. Subject to the terms and conditions hereof, the Administrative Agent, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees, in its sole discretion, to arrange for the Issuing Bank to issue Letters of Credit for the account of the Borrowers on any Business Day from the Closing Date through but not including five (5) Business Days prior to the Maturity Date in such form as may be approved from time to time by such Issuing Bank; provided, that the Administrative Agent shall have no obligation to arrange for the issuance of any such Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment, (b) the aggregate principal amount of outstanding Revolving Credit Loans, plus any amounts remaining outstanding or unpaid with respect to the Pre-Petition Obligations, plus the aggregate amount of L/C Obligations would exceed the lesser of (x) the Revolving Credit Commitment and (y) the Borrowing Base Amount, or (c) following the occurrence of an L/C Collateral Event, the L/C Cash Collateral as reflected in the L/C Cash Collateral Account is less than an amount equal to 105% of the L/C Obligations. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $5,000, (ii) be a standby or commercial letter of credit issued to support obligations of any Credit Party, contingent or otherwise, incurred in the ordinary course of business (including bid, performance, surety and similar bonds or obligations), (iii) expire on a date no more than six (6) months after the date of issuance or last renewal of such Letter of Credit (it being understood and agreed that such limitation shall not be construed to prohibit the issuance by such Issuing Bank of “evergreen” Letters of Credit providing for automatic extension for periods not exceeding one (1) month), which expiry date (including any such date that could automatically be extended pursuant to an “evergreen” provision contained in a Letter of Credit) shall be no later than the fifth (5^th) Business Day prior to the date specified in clause (a) of the definition of the term “Maturity Date” and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by such Issuing Bank and, to the extent not inconsistent therewith, the laws of the State of New York. The Administrative Agent shall not be obligated to arrange for the issuance of any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Bank or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

Section 3.2 Procedure for Issuance of Letters of Credit. The Borrowers may from time to time request that any Issuing Bank issue a Letter of Credit by the Administrative Borrower delivering to the Administrative Agent’s Office a Letter of Credit Application therefor to such Issuing Bank, completed to the satisfaction of such Issuing Bank, (b) following the occurrence of an L/C Collateral Event, cash to be deposited in the L/C Cash Collateral Account, such that the aggregate amount of L/C Cash Collateral following such deposit is equal to or greater than 105% of the aggregate then undrawn and unexpired amount of all Letters of Credit, including the amount requested pursuant to the Letter of Credit Application, and (c) such other certificates, documents and other papers and information as such Issuing Bank or the Administrative Agent may request. Upon receipt of any Letter of Credit Application and the requisite L/C Cash Collateral (assuming that an L/C Collateral Event has occurred), such Issuing Bank shall process such Letter of Credit Application and the certificates, documents and other

papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, subject to Section 3.1 and Article VI, promptly issue the Letter of Credit requested thereby (but in no event shall such Issuing Bank issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application, the Administrative Agent’s receipt of the L/C Cash Collateral therefor (to the extent required), and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by such Issuing Bank and the Borrowers. Such Issuing Bank shall promptly furnish to the Administrative Borrower a copy of such Letter of Credit and promptly notify each Lender of the issuance and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein.

Section 3.3 Commissions and Other Charges.

(a) Letter of Credit Commissions. The Borrowers shall, jointly and severally, pay to the Administrative Agent, for the account of each Issuing Bank and the L/C Participants, a letter of credit commission with respect to each Letter of Credit issued by such Issuing Bank in an amount equal to the undrawn face amount of such Letter of Credit multiplied by the Applicable Margin with respect to Revolving Credit Loans that are LIBOR Rate Loans (determined on a per annum basis). Such commission shall be payable monthly in arrears on the last Business Day of each calendar month, on the Maturity Date and thereafter on demand of the Administrative Agent. The Administrative Agent shall, promptly following its receipt thereof, distribute to such Issuing Bank and the L/C Participants all commissions received with respect to such Letter of Credit pursuant to this Section in accordance with their respective Commitment Percentages.

(b) Issuance Fee. In addition to the foregoing commission, the Borrowers shall, jointly and severally, pay to the Administrative Agent, for the account of each Issuing Bank, an issuance fee with respect to each Letter of Credit issued by such Issuing Bank in an amount equal to the face amount of such Letter of Credit multiplied by 1/8 of 1 percent (0.125%) per annum. Such issuance fee shall be payable on the date of issuance of such Letter of Credit.

(c) Other Costs. In addition to the foregoing fees and commissions, the Borrowers shall, jointly and severally, pay or reimburse each Issuing Bank for such normal and customary costs and expenses as are incurred or charged by such Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by such Issuing Bank.

Section 3.4 L/C Participations.

(a) Each L/C Participant unconditionally and irrevocably agrees with the Administrative Agent that, if a draft is paid under any Letter of Credit for which the Administrative Agent (or such Issuing Bank) is not reimbursed in full by the Borrowers through a Revolving Credit Loan or if an L/C Collateral Event has occurred and as a result L/C Cash Collateral has been paid to the Administrative Agent, by applying L/C Cash Collateral thereagainst (but without reducing the balance in the L/C Cash Collateral Account below 105% of the remaining outstanding L/C Obligations) or otherwise in accordance with the terms of this

Agreement, such L/C Participant shall pay to the Administrative Agent (for account of such Issuing Bank) upon demand at the Administrative Agent’s address for notices specified herein an amount equal to such L/C Participant’s Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

(b) Upon becoming aware of any amount required to be paid by any L/C Participant to the Administrative Agent pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by any Issuing Bank under any Letter of Credit, the Administrative Agent shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent the amount specified on the applicable due date. If any such amount is paid to the Administrative Agent after the date such payment is due, such L/C Participant shall pay to the Administrative Agent (for account of the Issuing Bank) on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to the Administrative Agent, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the Administrative Agent with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to the Administrative Agent of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day.

(c) Whenever, at any time after any Issuing Bank has made payment under any Letter of Credit and the Administrative Agent has received from any L/C Participant its Commitment Percentage of such payment in accordance with this Section, the Administrative Agent receives from such Issuing Bank any payment that such Issuing Bank received related to such Letter of Credit (whether directly from the Borrowers or otherwise), or any payment of interest on account thereof, the Administrative Agent will distribute to such L/C Participant its pro rata share thereof; provided, that in the event that any such payment received by the Administrative Agent from such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent the portion thereof previously distributed by such Issuing Lender to it.

Section 3.5 Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the Borrowers, jointly and severally, agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or if an L/C Collateral Event has occurred and as a result L/C Cash Collateral has been paid to the Administrative Agent, by the Administrative Agent applying L/C Cash Collateral thereagainst (but without reducing the balance in the L/C Cash Collateral Account below 105% of the remaining outstanding L/C Obligations) or with funds from other sources), in same day funds, the Administrative Agent on each date on which the Administrative Agent notifies the Administrative Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Bank in connection with such payment. Unless the Administrative Borrower shall immediately notify the Administrative Agent that the Borrowers intend to reimburse such

drawing from other sources or funds, the Administrative Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Bank in connection with such payment, and the Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse the Administrative Agent for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

(a) Obligations Absolute. The Borrowers’ obligations under this Article III (including the Reimbursement Obligation) shall be joint and several and absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which the Borrowers may have or have had against the applicable Issuing Bank or any beneficiary of a Letter of Credit or any other Person. The Borrowers also agree that such Issuing Bank and the L/C Participants shall not be responsible for, and the Borrowers’ Reimbursement Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrowers and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrowers against any beneficiary of such Letter of Credit or any such transferee. No Issuing Bank shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by such Issuing Bank’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final nonappealable judgment. The Borrowers agree that any action taken or omitted by such Issuing Bank under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct shall be binding on the Borrowers and shall not result in any liability of such Issuing Bank or any L/C Participant to the Borrowers. The responsibility of the applicable Issuing Bank to the Borrowers in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit.

Section 3.6 Effect of Letter of Credit Application. To the extent that any provision of any Letter of Credit Application related to any Letter of Credit is inconsistent with the provisions of this Article III, the provisions of this Article III shall apply.

ARTICLE IV.

SUPERPRIORITY CLAIMS, LIENS, ETC.

Section 4.1 Superpriority Claims and Collateral Security. The Credit Parties represent, warrant and covenant that, upon the entry by the Bankruptcy Court of each of the Financing Orders, all of the Obligations:

(a) shall at all times constitute a Superpriority Claim having priority, pursuant to Section 364(c)(1) of the Bankruptcy Code, over any claims of any Person, whether now existing or hereafter arising, including any claims under Sections 105(a), 326, 330, 328, 331, 503(a), 503(b), 506(c) (subject to the terms of and effective upon entry of the Final Financing Order), 507, 546(c), 546(d), 726, 1113 and 1114 of the Bankruptcy Code, subject, as to priority, only to the Carve-Out; and

(b) pursuant to Section 364(c) and Section 364(d) of the Bankruptcy Code, shall at all times be secured by a first priority perfected Lien in all of the assets (including, after the entry of the Final Financing Order, any Avoidance Action Recoveries), subject to the Intercreditor Agreement, including the first priority Lien held by the holders of Senior Secured Notes in the Second Priority Collateral (as defined in the Intercreditor Agreement), whether now owned or hereafter acquired, of each Credit Party and its estate, subject, as to priority, only to (x) the Liens securing the Second Priority Collateral pursuant to the Intercreditor Agreement and (y) the Carve-Out and Permitted Liens securing those valid, perfected, non-avoidable secured claims existing on the Petition Date and listed on Schedule 4.1(b) (collectively, “Senior Claims”). The Liens securing the Obligations shall not be subject to Section 551 of the Bankruptcy Code.

The agreement of Administrative Agent and Lenders to provide post-petition financing to Borrowers will not prohibit Administrative Agent or Lenders from moving in the Bankruptcy Court for any other and further relief which Administrative Agent or Lenders believes in good faith to be reasonably and immediately necessary to protect their rights with respect to the Collateral (including a request for the Credit Parties to abandon any part of the Collateral) or otherwise.

Section 4.2 No Filings Required. Notwithstanding the Security Documents, any other Loan Document or other Applicable Law, the Liens securing the Obligations shall be deemed valid and perfected and duly recorded by entry of the Interim Financing Order or Final Financing Order, whichever occurs first. The Administrative Agent shall not be required to file any financing statements, mortgages, notices of Lien or similar instruments in any jurisdiction or filing office or to take any other action (including obtaining any consent, acknowledgment, acquiescence or other agreement from any third party including any securities intermediary, bank or other Person party to a Control Agreement) in order to validate or perfect the Lien granted by or pursuant to each Financing Order, this Agreement or any other Loan Document.

Section 4.3 Grants. Rights and Remedies. The Lien and administrative priority granted by or pursuant to the Financing Orders or this Agreement or any other Loan Document are independently granted. The Financing Orders and this Agreement and the other Loan Documents supplement each other, and the grants, priorities, rights and remedies of Administrative Agent and Lenders hereunder and thereunder are cumulative.

Section 4.4 No Discharge; Survival of Claims. The Credit Parties agree that (a) the Obligations shall not be discharged by the entry of an order confirming a Reorganization Plan (and the Credit Parties, pursuant to Section 1141(d)(4) of the Bankruptcy Code, hereby waive any such discharge), or any other order entered in or with respect to the Bankruptcy Cases, (b) the Superpriority Claim granted to Administrative Agent and Lenders pursuant to the Financing Orders, and the Liens granted to Administrative Agent, for the benefit of Administrative Agent and the Lenders pursuant to the Financing Orders and the other Loan Documents, shall not be affected in any manner by the entry of an order confirming a Reorganization Plan, or any other order entered in or with respect to the Bankruptcy Cases, (c) the Credit Parties shall not propose or support any Reorganization Plan that is not conditioned upon termination of this Agreement and indefeasible payment in full in cash of all Obligations and the release of Administrative Agent and Lenders in full from all claims of Credit Parties and their estates, in each case, on or before the effective date of such Reorganization Plan, and (d) no Reorganization Plan shall be confirmed if it does not satisfy the foregoing requirements.

Section 4.5 Survival. The Liens, lien priority, administrative priorities and other rights and remedies granted to Administrative Agent and Lenders pursuant to the Financing Orders, this Agreement and the other Loan Documents (including the existence, perfection and priority of the Liens provided herein and therein, and the administrative priority provided herein and therein) shall not be modified, altered or impaired in any manner by any other financing or extension of credit or incurrence of Indebtedness by any Credit Party (pursuant to Section 364 of the Bankruptcy Code or otherwise), or by any dismissal or conversion of the Bankruptcy Cases, or by any other act or omission whatsoever. Without limitation of the foregoing, notwithstanding any such order, financing, extension, incurrence, dismissal, conversion, act or omission:

(a) except for the Carve-Out, no costs or expenses of administration which have been or may be incurred in the Bankruptcy Cases or any conversion of the same or in any other proceedings related thereto, and no priority claims, including claims and charges under Section 506(c) of the Bankruptcy Code (subject to the terms of and effective upon entry of the Final Financing Order) pursuant to Section 552(b) of the Bankruptcy Code (or otherwise), are or will be prior to or on a parity with any claim of Administrative Agent or any Lender against the Credit Parties in respect of any Obligation;

(b) the Liens securing the Obligations shall constitute valid and perfected Liens and, subject only to the Carve-Out and Permitted Liens securing Senior Claims, shall be prior to all other Liens, now existing or hereafter arising, in favor of any other creditor or any other Person whatsoever; and

(c) the Liens securing the Obligations shall continue to be valid and perfected without the necessity that Administrative Agent file financing statements, mortgages or otherwise perfect its Lien under applicable non-bankruptcy law.

Section 4.6 Disavowal and Waiver of Any Subsequent Relief Based on Changed Circumstances. The Credit Parties, the Administrative Agent and the Lenders know and understand that there are rights and remedies provided under the Bankruptcy Code, the Federal Rules of Civil Procedure, and the Bankruptcy Rules, pursuant to which parties otherwise bound

by a previously entered order can attempt to obtain relief from such an order by alleging circumstances that may warrant a change or modification in the order, or circumstances, including mistake, inadvertence, excusable neglect, newly discovered evidence, or similar matters that may justify vacating the order entirely, or otherwise changing or modifying it (collectively, “Changed Circumstances”). Rights and remedies based on Changed Circumstances include, but are not limited to, modification of a plan of reorganization after confirmation of the plan and before its substantial consummation, pursuant to Section 1127(b) of the Bankruptcy Code, relief from a final order or judgment pursuant to Rule 60(b) of the Federal Rules of Civil Procedure and Bankruptcy Rule 9024, and the commencement and prosecution of a serial Chapter 11 case by a debtor which is in default of obligations under a stipulation or plan of reorganization confirmed in an earlier case. With full knowledge and understanding of what are, or may be, its present or future rights and remedies based on allegations of Changed Circumstances, each Credit Party: (i) expressly disavows that there are any matters which constitute any kind of Changed Circumstances as of the date of entry of each Financing Order and (ii) expressly disavows that it is aware of any matters whatsoever that it is assuming, contemplating, or expecting in proceeding with each Financing Order and the transactions contemplated by this Agreement and having either Financing Order entered that would serve as a basis to allege such Changed Circumstances. Each Credit Party understands and agrees that the Administrative Agent and the Lenders are not willing to bear any of the risks involved in the Credit Party’s business enterprises and the Administrative Agent and the Lenders are not willing to modify any of the rights if such risks cause actual or alleged Changed Circumstances; and each Credit Party expressly assumes all risks of any and all such matters, and the consequences that the Administrative Agent and the Lenders will enforce their legal, equitable, and contractual rights if the Administrative Agent and the Lenders are not paid and dealt with strictly in accordance with the terms and conditions of the applicable Financing Order and the other Loan Documents. Without limiting the foregoing in any way, any Credit Party’s use of any cash collateral that is included in the Collateral will be governed exclusively by the terms and conditions of this Agreement and the applicable Financing Order, and, until all Obligations are indefeasibly paid and satisfied in full either before or after a termination of this Agreement, the Credit Parties will not seek authority from the Bankruptcy Court to otherwise use any cash collateral that is included in the Collateral for any purpose whatsoever

Section 4.7 Exclusive Remedy For Any Alleged Post-Petition Claim. If any Credit Party asserts that it has any adverse claims against the Administrative Agent or the Lenders, with respect to this Agreement and the transactions contemplated hereby, each Credit Party agrees that its sole and exclusive remedy for any and all such adverse claims will be an action for monetary damages (the “Damage Lawsuit”). Any such Damage Lawsuit, regardless of the procedural form in which it is alleged (e.g., by complaint, counterclaim, cross-claim, third-party claim, or otherwise) will be severed from any enforcement by the Administrative Agent and the Lenders of their legal, equitable, and contractual rights (including collection of the Obligations and foreclosure or other enforcement against the Collateral) pursuant to the Loan Documents, and the Damage Lawsuit (including any and all adverse claims alleged against the Administrative Agent or the Lenders) cannot be asserted by any Credit Party as a defense, setoff, recoupment, or grounds for delay, stay, or injunction against any enforcement by the Administrative Agent or the Lenders of their legal, equitable, and contractual rights under the Order, the other Loan Documents, and otherwise.

Section 4.8 Prohibition on Surcharge, Etc. No Person will be permitted to surcharge the Collateral under Sections 506(c) or Section 552(b) of the Bankruptcy Code (or otherwise), nor shall any costs or expenses whatsoever be imposed against the Administrative Agent, the Lenders or Collateral, except for the Carve-Out. The prohibition on surcharging or priming of the Liens of the Administrative Agent, the Lenders or the Collateral will survive the termination of this Agreement and the dismissal of the Bankruptcy Cases, such that no Person will be permitted to obtain a Lien or rights (through any means, at law or in equity) which in any case is equal or senior to the Liens of Administrative Agent on the Collateral.

Section 4.9 Marshaling Obligations. The right of Administrative Agent to seek the equitable remedy of marshaling is expressly preserved, and Credit Parties will cooperate fully with any effort by Administrative Agent to exercise its equitable remedy of marshaling.

ARTICLE V.

GENERAL LOAN PROVISIONS

Section 5.1 Interest.

(a) Interest Rate Options. Subject to the provisions of this Section, at the election of the Borrowers, Revolving Credit Loans shall bear interest at (A) the Base Rate plus the Applicable Margin or (B) the LIBOR Rate plus the Applicable Margin. The Borrowers shall select the rate of interest and Interest Period, if any, applicable to any Loan at the time a Notice of Borrowing is given by the Administrative Borrower or at the time a Notice of Conversion/Continuation is given by the Administrative Borrower pursuant to Section 5.2. Any Loan or any portion thereof as to which the Borrowers have not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan.

(b) Interest Periods. In connection with each LIBOR Rate Loan, the Administrative Borrower, by giving notice at the times described in Section 2.3 or 5.2, as applicable, shall elect an interest period (each, an “Interest Period”) to be applicable to such Loan, which Interest Period shall be a period of one (1) month; provided that:

(i) the Interest Period shall commence on the date of advance of or conversion to any LIBOR Rate Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires;

(ii) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided, that if any Interest Period with respect to a LIBOR Rate Loan would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day;

(iii) any Interest Period with respect to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period;

(iv) no Interest Period shall extend beyond the date specified in clause (a) of the definition of the term “Maturity Date,” without payment of any amounts pursuant to Section 5.9; and

(v) there shall be no more than four (4) Interest Periods in effect at any time.

(c) Default Rate. Subject to Section 11.3, (i) (A) immediately upon the occurrence and during the continuance of any Event of Default, (i) the Borrowers shall no longer have the option to request any Loans or Letters of Credit or continue any LIBOR Rate Loans as LIBOR Rate Loans or convert any Base Rate Loans into LIBOR Rate Loans and (ii) all outstanding Loans shall bear interest at a rate per annum of two percent (2%) in excess of the rate then applicable to such Loans, and (ii) immediately upon the occurrence and during the continuance of an Event of Default under Section 11.1(b), all outstanding interest and other Obligations arising hereunder or under any other Loan Document shall bear interest at a rate per annum equal to two percent (2%) in excess of the rate then applicable to Base Rate Loans. Interest shall continue to accrue on the Obligations after the filing by or against any Borrower of any petition seeking any relief in bankruptcy or under any act or law pertaining to insolvency or debtor relief, whether state, federal or foreign.

(d) Interest Payment and Computation. Interest on each Base Rate Loan shall be due and payable in arrears on the last Business Day of each month commencing September 30, 2012; and interest on each LIBOR Rate Loan shall be due and payable on the last day of each Interest Period applicable thereto. Interest on LIBOR Rate Loans, Base Rate Loans accruing interest based on clause (b) of the definition of the term “Base Rate” and all fees payable hereunder shall be computed on the basis of a 360-day year and assessed for the actual number of days elapsed and interest on Base Rate Loans accruing interest based on clause (a) of the definition of the term “Base Rate” shall be computed on the basis of a 365/366-day year and assessed for the actual number of days elapsed.

(e) Maximum Rate. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this Agreement charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Applicable Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that the Lenders have charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and the Lenders shall at the Administrative Agent’s option (i) promptly refund to the Borrowers any interest received by the Lenders in excess of the maximum lawful rate or (ii) apply such excess to the principal balance of the Obligations on a pro rata basis. It is the intent hereof that no Borrower pay or contract to pay, and that neither the Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by such Borrower under Applicable Law.

Section 5.2 Notice and Manner of Conversion or Continuation of Loans. Provided that no Default or Event of Default has occurred and is then continuing, the Borrowers shall have the option to (a) convert at any time following the tenth (10^th) Business Day after the Closing

Date all or any portion of any outstanding Base Rate Loans in a principal amount equal to $3,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $1,000,000 or a whole multiple of $1,000,000 in excess thereof into Base Rate Loans or (ii) continue such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrowers desire to convert or continue Loans as provided above, the Administrative Borrower shall give the Administrative Agent irrevocable prior written notice in the form attached as Exhibit H (a “Notice of Conversion/Continuation”) not later than 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation.

Section 5.3 Fees.

(a) Commitment Fee. Commencing on the date of this Agreement, the Borrowers shall, jointly and severally, pay to the Administrative Agent, for the account of the Lenders, a non-refundable commitment fee at a rate per annum equal to 0.50% on the average daily unused portion of the Revolving Credit Commitment (for which purpose the aggregate outstanding amount of L/C Obligation shall be deemed to be a use of the Revolving Credit Commitment). The commitment fee shall be payable in arrears on the last Business Day of each calendar month during the term of this Agreement commencing on the last day of the calendar month in which the Closing Date occurs and ending on the Maturity Date. Such commitment fee shall be distributed by the Administrative Agent to the Lenders pro rata in accordance with the Lenders’ respective Commitment Percentages.

(b) Administrative Agent’s and Other Fees. In order to compensate the Administrative Agent for acting in its capacity as such hereunder and under the other Loan Documents, the Borrowers, jointly and severally, agree to pay to the Administrative Agent, for its own account, a non-refundable and fully earned fee of $25,000.00 on the Closing Date.

Section 5.4 Manner of Payment. Each payment by the Borrowers on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders (other than as set forth below) pro rata in accordance with their respective Commitment Percentages, (except as specified below), in Dollars, in immediately available funds and shall be made without any set- off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each

such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of such payment in accordance with such Lender’s Commitment Percentage, (except as specified below) and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of the applicable Issuing Bank’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Bank or the L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 13.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to Section 5.1(b)(ii) if any payment under this Agreement shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension of time shall in such case be included in computing any interest if payable along with such payment.

Section 5.5 Evidence of Indebtedness.

(a) Extensions of Credit. The Extensions of Credit made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Extensions of Credit made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to, jointly and severally, pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Revolving Credit Note, which shall evidence such Lender’s Revolving Credit Loans, in addition to such accounts or records. Each Lender may attach schedules to its Notes and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

(b) Participations. In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

Section 5.6 Adjustments. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations (other than pursuant to Sections 5.9, 5.10, 5.11 or 13.3 hereof) greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value)

participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that:

(a) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and

(b) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Letters of Credit to any assignee or participant, other than to any Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply).

Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Credit Party in the amount of such participation.

Section 5.7 Nature of Obligations of Lenders Regarding Extensions of Credit: Assumption by the Administrative Agent. The obligations of the Lenders under this Agreement to make the Loans and issue or participate in Letters of Credit are several and are not joint or joint and several. Unless the Administrative Agent shall have received notice from a Lender prior to a proposed borrowing date that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of the amount to be borrowed on such date (which notice shall not release such Lender of its obligations hereunder), the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the proposed borrowing date in accordance with Section 2.3(b), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If such amount is made available to the Administrative Agent on a date after such borrowing date, such Lender shall pay to the Administrative Agent on demand an amount, until paid, equal to the product of (a) the amount not made available by such Lender in accordance with the terms hereof, times (b) the daily average Federal Funds Rate during such period as determined by the Administrative Agent, times (c) a fraction the numerator of which is the number of days that elapse from and including such borrowing date to the date on which such amount not made available by such Lender in accordance with the terms hereof shall have become immediately available to the Administrative Agent and the denominator of which is 360. A certificate of the Administrative Agent with respect to any amounts owing under this Section shall be conclusive, absent manifest error. If such Lender’s Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days after such borrowing date, the Administrative Agent shall be entitled to recover such amount made available by the Administrative Agent with interest thereon at the rate per annum applicable to Base Rate Loans hereunder, on demand, from the Borrowers. The failure of any Lender to make available its Commitment Percentage of any Loan requested by the

Borrowers shall not relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on the borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date.

Section 5.8 Changed Circumstances Affecting LIBOR.

(a) Circumstances Affecting LIBOR Rate Availability. If with respect to any Interest Period the Administrative Agent or any Lender (after consultation with the Administrative Agent) shall determine that, by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in eurodollars, in the applicable amounts are not being quoted via the Bloomberg BBAM Screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars, or offered to the Administrative Agent or such Lender for such Interest Period, then the Administrative Agent shall forthwith give notice thereof to the Administrative Borrower. Thereafter, until the Administrative Agent notifies the Administrative Borrower that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans and the right of the Borrowers to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and the Borrowers shall, jointly and severally, repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon, on the last day of the then current Interest Period applicable to such LIBOR Rate Loan or convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period.

(b) Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Administrative Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Administrative Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans and the right of the Borrowers to convert any Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrowers may select only Base Rate Loans hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan for the remainder of such Interest Period.

Section 5.9 Indemnity. The Borrowers and the other Credit Parties hereby, jointly and severally, indemnify each of the Lenders against any loss or expense which may arise or be attributable to each Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan (a) as a consequence of any failure by the

Borrowers to make any payment when due of any amount due hereunder in connection with a LIBOR Rate Loan, (b) due to any failure of the Borrowers to borrow, continue or convert on a date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation or (c) due to any payment, prepayment or conversion of any LIBOR Rate Loan on a date other than the last day of the Interest Period therefor. The amount of such loss or expense shall be determined, in the applicable Lender’s sole discretion, based upon the assumption that such Lender funded its Commitment Percentage of the LIBOR Rate Loans in the London interbank market and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical. A certificate of such Lender setting forth the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrowers through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

Section 5.10 Increased Costs.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBOR Rate) or any Issuing Bank;

(ii) subject any Lender or any Issuing Bank to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 5.11 and the imposition of, or any change in the rate of any Excluded Tax payable by such Lender or such Issuing Bank); or

(iii) impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting into or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or such Issuing Bank, the Borrowers shall, jointly and severally, promptly pay to any such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender or any Issuing Bank determines that any Change in Law affecting such Lender or such Issuing Bank or any lending office of such Lender or such Lender’s or such Issuing Bank’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding

company, if any, as a consequence of this Agreement, the Revolving Credit Commitment of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy), then from time to time upon written request of such Lender or such Issuing Bank the Borrowers shall, jointly and severally, promptly pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Administrative Borrower shall be conclusive absent manifest error. The Borrowers shall, jointly and severally, pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within fifteen (15) days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate such Lender or such Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Section 5.11 Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes; provided that if such Borrower shall be required by Applicable Law to deduct any Indemnified Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, the applicable Lender or the applicable Issuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law.

(b) Payment of Other Taxes by the Borrowers. Without limiting the provisions of paragraph (a) above, the Borrowers shall, jointly and severally, timely pay any

Other Taxes to the relevant Governmental Authority in accordance with Applicable Law. The Administrative Agent, and each Lender, represents that it is not aware, as of the date of this Agreement, of any Other Taxes that may apply to payments by or on account of any obligation of the Borrower or under any Loan Document.

(c) Indemnification by the Borrowers. Each Borrower and each other Credit Party shall, jointly and severally, indemnify the Administrative Agent, each Lender and each Issuing Bank, within thirty (30) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Administrative Borrower by a Lender or an Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of such Lender or such Issuing Bank, shall be conclusive absent manifest error.

(d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrowers to a Governmental Authority, the Administrative Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Status of Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which any Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to such Borrower (with a copy to the Administrative Agent), at the time or times prescribed by Applicable Law or reasonably requested by such Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by any Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by such Borrower or the Administrative Agent as will enable such Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing, in the event that any Borrower is a resident for tax purposes in the United States, any Foreign Lender shall deliver to the Administrative Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of any Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(ii) duly completed copies of Internal Revenue Service Form W-8ECI,

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of any Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN, or

(iv) any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrowers to determine the withholding or deduction required to be made.

(f) Treatment of Certain Refunds. If the Administrative Agent, a Lender or an Issuing Bank determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by any Borrower or with respect to which such Borrower has paid additional amounts pursuant to this Section, it shall pay to such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by any Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or such Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that such Borrower, upon the request of the Administrative Agent, such Lender or such Issuing Bank, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or such Issuing Bank in the event the Administrative Agent, such Lender or such Issuing Bank is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent, any Lender or any Issuing Bank to make available its tax returns (or any other information relating to its taxes which it deems confidential) to any Borrower or any other Person.

(g) Survival. Without prejudice to the survival of any other agreement of the Borrowers hereunder, the joint and several agreements and obligations of the Borrowers contained in this Section shall survive the payment in full of the Obligations and the termination of the Revolving Credit Commitment.

Section 5.12 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 5.10, or requires any Borrower to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.11, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or

assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 or 5.11, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrowers hereby, jointly and severally, agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. In addition, the Administrative Agent and each Lender shall take all reasonable actions reasonably requested by the Borrower that are without material risk and cost to such Administrative Agent or Lender, and consistent with the internal policies of such Administrative Agent or Lender and applicable legal and regulatory restrictions, in order to maintain all exemptions, if any, available to it from withholding taxes (whether available by treaty or existing administrative waiver) and otherwise to minimize any amounts payable by the Borrower under Section 2.11, provided, however, the Borrowers agree to pay all reasonable costs and expenses incurred by the Administrative Agent or Lender in connection with taking such reasonable actions reasonably requested by the Borrower.

(b) Replacement of Lenders. If any Lender requests compensation under Section 5.10 in amounts disproportionate to the amounts requested by any other Lender under such Section, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.11 in an amount disproportionate to the amount the Borrowers are required to pay any other Lender or such Governmental Authority for the account of such other Lender pursuant to such Section, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrowers may, at their sole expense and effort, upon notice by the Administrative Borrower to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 13.10), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that

(i) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 13.10,

(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 5.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts),

(iii) in the case of any such assignment resulting from a claim for compensation under Section 5.10 or payments required to be made pursuant to Section 5.11, such assignment will result in a reduction in such compensation or payments thereafter, and

(iv) such assignment does not conflict with Applicable Law.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

Section 5.13 Security. The Obligations of each Borrower shall be secured as provided in the Security Documents.

ARTICLE VI.

CONDITIONS OF CLOSING AND BORROWING

Section 6.1 Conditions to Closing and Initial Extensions of Credit. The effectiveness of this Agreement, and the obligation of the Lenders to make the initial Loan or issue or participate in any initial Letter of Credit, if any, is subject to the satisfaction of each of the following conditions:

(a) Executed Loan Documents. This Agreement, together with a Revolving Credit Note in favor of each Lender requesting a Revolving Credit Note, the Ratification Agreement (including such reaffirmation and modification agreements of the Security Documents, or other agreements, as reasonably requested by Administrative Agent, together with any other applicable Loan Documents, shall have been duly authorized, executed and delivered to the Administrative Agent by the parties thereto, shall be in full force and effect and no Default or Event of Default shall exist hereunder or thereunder.

(b) All conditions precedent set forth in the Commitment Letter shall have been satisfied or in the discretion of the Administrative Agent, waived.

(c) No Indebtedness. As a result of the consummation of the transactions contemplated by this Agreement, neither Holdings nor any of its Subsidiaries shall have pre-petition Indebtedness existing on the Closing Date other than (i) the Pre-Petition Obligations, to the extent not deemed to comprise part of the post-petition Obligations under the Credit Facility, (ii) the Senior Secured Notes and (iii) Indebtedness set forth on Schedule 6.1(c) hereof, which Indebtedness may include, among other things, Capital Leases and other customary obligations;

(d) Closing Certificates; Etc. The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:

(i) Officer’s Certificate of Holdings and the other Credit Parties. A certificate from a Responsible Officer of each of Holdings and each other Credit Party, delivered on behalf of the Credit Parties, to the effect that all representations and warranties contained in this Agreement and the other Loan Documents are true and correct; that none of the Credit Parties is in violation of any of the covenants contained in this Agreement and the other Loan Documents; that, after giving effect to the transactions contemplated by this Agreement, no Default or Event of Default has occurred and is continuing; and that each of the Credit Parties, as applicable, has satisfied each of the conditions set forth in this Section 6.1.

(ii) Certificate of Secretary of each Credit Party. A certificate of a Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party

and certifying that attached thereto is a true, correct and complete copy of (A) resolutions duly adopted by the board of directors or other governing body of such Credit Party authorizing the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (B) each certificate required to be delivered pursuant to Section 6.1(d)(iii).

(iii) Certificates of Good Standing. Certificates as of a recent date of the good standing of each Credit Party (other than xxx-x.xxx inc.) under the laws of its jurisdiction of organization.

(iv) Opinions of Counsel. Favorable opinions addressed to the Administrative Agent and the Lenders (and their respective successors and assigns) of (A) corporate counsel to the Credit Parties customary for debtor-in-possession financings of this type covering matters reasonably requested by the Administrative Agent and (B) internal counsel to the Credit Parties with respect to Licenses of the Credit Parties and the transactions contemplated hereby.

(e) Personal Property Collateral.

(i) Filings and Recordings. The Administrative Agent shall have received all filings and recordations that are necessary to perfect or affirm the security interests of the Administrative Agent, on behalf of itself and the Lenders, in the Collateral, including the Interim Financing Order, and the Administrative Agent shall have received reasonably satisfactory evidence that such security interests do and shall continue to constitute valid and perfected first priority Liens thereon (subject to Permitted Liens).

(ii) Pledged Collateral. The Administrative Agent shall have received (A) original stock certificates or other certificates evidencing the Capital Stock pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof and (B) each original promissory note pledged pursuant to the Security Documents.

(iii) Intentionally Omitted.

(iv) Hazard and Liability Insurance. The Administrative Agent shall have received certificates of property hazard, business interruption and liability insurance (or evidence of self-insurance programs in form and substance satisfactory to the Administrative Agent), evidencing that the Borrowers’ insurance policies are in full force and effect, consistent with historical norms as required by the Pre-Petition Credit Agreement

(v) Borrowing Base. The Administrative Agent shall have received a duly executed Borrowing Base Certificate which shall reflect, among other things, a Borrowing Base Amount of at least $14,000,000 as of the Closing Date.

(f) Governmental and Third Party Approvals. The Credit Parties shall have received all material governmental, shareholder and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of the Administrative Agent) in connection with the transactions contemplated by this Agreement and the other Loan

Documents and all applicable waiting periods shall have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any material adverse conditions on any of the Credit Parties or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the reasonable judgment of the Administrative Agent could reasonably be expected to have such effect.

(g) Financial Matters.

(i) Updated Budget. At least two, but not more than five Business Days prior to the Closing Date, Borrowers shall have provided the Updated Budget to the Administrative Agent. To the extent that each of the Total Cash Receipts and the Total Cash Disbursements for the initial 13-week period following the commencement of the Bankruptcy Cases, each taken individually on a cumulative basis, as set forth in the Updated Budget varies adversely by more than 25% from the Total Cash Receipts and the Total Cash Disbursements each taken individually on a cumulative basis and for the same time period, as set forth in the Approved Budget, then in such event, the Updated Budget shall have been satisfactory to the Administrative Agent and the Lenders in their discretion.

(ii) Financial Statements. The Administrative Agent shall have received (a) Consolidated audited financial statements of Holdings and its Subsidiaries for the Fiscal Year ended December 31, 2011, and (b) Consolidated unaudited financial statements for (i) each fiscal quarter ended after December 31, 2011 and ended at least 45 days prior to the Closing Date.

(iii) Payment at Closing; (a) Holdings shall have paid (or caused to be paid) to the Administrative Agent the fees set forth or referenced in Section 5.3, and (b) Holdings shall have paid any other accrued and unpaid fees or commissions due hereunder (including legal fees and expenses) and to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

(iv) Absence of Material Adverse Changes There shall not have occurred or become known to the Administrative Agent or any Lender any event, development or circumstance since July 18, 2012 as to Holdings and its Subsidiaries, taken as a whole, that has caused or could reasonably be expected to cause a Material Adverse Effect, or have a material adverse effect on the likelihood that during the pendency of the Bankruptcy Cases, the Borrowers would be able to operate within a 25% adverse variance of each of the Total Cash Receipts and the Total Cash Disbursement for the 13-week period commencing on the date of the commencement of the Bankruptcy Cases, each taken individually, on a cumulative basis for the applicable period as set forth in the Approved Budget, provided that the commencement of the Bankruptcy Cases shall not be deemed to cause a Material Adverse Effect for purposes of this section.

(h) Representations and Warranties. The representations and warranties contained in Article VII shall be true and correct on and as of the Closing Date in all material respects, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date.

(i) No Existing Default. No Default or Event of Default (without regard to the commencement and pendency of the Bankruptcy Cases) shall have occurred and be continuing on the Closing Date.

(j) Miscellaneous.

(i) Intentionally Omitted.

(ii) “Know Your Customer” Requirements. The Administrative Agent and the Lenders shall have received (provided such requests were made at least 5 Business Days prior to the Closing Date) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

(iii) Other Documents. All opinions, certificates and other instruments and all proceedings in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to the Administrative Agent. The Administrative Agent shall have received copies of all other documents, certificates and instruments reasonably requested thereby, with respect to the transactions contemplated by this Agreement.

(k) Certain Matters Related to the Bankruptcy Cases -

(i) With respect to matters affecting or pertaining to the Collateral, the Administrative Agent or the Lenders, including the Financing Orders and the Plan Documents, the Credit Parties shall have complied in all material respects with the notice and other requirements of the Bankruptcy Code and the Bankruptcy Rules (as modified by order of the Bankruptcy Court) in a manner reasonably acceptable to the Administrative Agent and its counsel,;

(ii) The Bankruptcy Court shall have found that the Revolving Loans contemplated by this Agreement are made by the Lenders, and that all other Obligations are incurred by the Credit Parties hereunder in “good faith” within the meaning of Section 364(e) of the Bankruptcy Code;

(iii) Entry by the Bankruptcy Court of the Interim Financing Order, by no later than three (3) Business Days after the Petition Date in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, which Interim Financing Order shall, among other things,:

(A) have been entered upon application or motion of Credit Parties reasonably satisfactory in form and substance to Administrative Agent and upon prior notice to such parties required to receive such notice and such other parties as may be reasonably requested by Administrative Agent;

(B) be in full force and effect and shall not have been reversed or amended, modified or stayed without the written consent of the Administrative Agent;

(C) not be the subject of a pending objection, appeal or motion for reconsideration in any respect, unless and to the extent that the Administrative Agent and the Lenders have the protection of Sections 364(e) of the Bankruptcy Code;

(D) authorize this Agreement, the other Loan Documents, and the Loans contemplated hereby and thereby, in an amount not to exceed the amount provided for herein and therein, and on the terms and conditions contemplated by the Commitment Letter;

(E) provide for full and complete reaffirmations of all Obligations owing under (and as defined in) the Pre-Petition Financing Documents and also provide for the repayment in full the outstanding Pre-Petition Obligations, which shall be deemed to comprise part of (and “rolled up” into) the post-petition Obligations owing by the Credit Parties in the Bankruptcy Cases, on the basis more fully set forth in this Agreement, the other Loan Documents and the relevant Financing Orders;

(F) release all claims and causes of action of any nature of the Credit Parties and their Affiliates and Subsidiaries against the Administrative Agent and the Lenders under or with respect to the Pre-Petition Financing Documents and the Existing Facility;

(G) modify the automatic stay and waive claims under Sections 506(c) and 552(b) of the Bankruptcy Code;

(H) authorize and grant to the Administrative Agent (i) a first priority superpriority administrative expense claim under Section 364(c)(1) of the Bankruptcy Code, which such claim will not be subject to any priority claim or administrative expense of the Bankruptcy Cases or any future proceeding which may develop out of such Bankruptcy Cases, including liquidation in bankruptcy, as well as, subject to the entry of the Final Financing Order, a first priority Lien on all Avoidance Action Recoveries, and (b) pursuant to Sections 364(c) and (d) of the Bankruptcy Code, as applicable, other than with respect to Excluded Collateral and Permitted Liens securing Senior Claims, (i) first priority perfected security interests in and Liens upon all Collateral securing the Obligations under the Pre-Petition Financing Documents if such collateral is secured (or intended to be secured) by first priority security interests and Liens under the Pre-Petition Financing Documents, and (ii) second priority perfected security interests in and Liens upon all Collateral securing Obligations under the Pre-Petition Financing Documents if such collateral is secured (or intended to be secured) by second priority Liens under the Pre- Petition Financing Documents; in each case with the priority of the foregoing Liens, subject to the Intercreditor Agreement.

(l) First Day Orders. The Administrative Agent shall have received not later than three (3) Business Days prior to the filing of the Bankruptcy Cases, substantially final drafts of all pleadings, and other documents to be filed with, and submitted to, the Bankruptcy Court prior to the Closing Date in connection with the Credit Facility, including all “first day” pleadings in form and substance reasonably satisfactory to the Administrative Agent.

(m) Plan Documentation. The Administrative Agent shall have received a substantially final draft of the Plan Documents, the terms and conditions affecting or pertaining

to the Administrative Agent or the Lenders of which shall be reasonably acceptable to the Administrative Agent and the Lenders (it being acknowledged that the form of Reorganization Plan attached as Exhibit C to the Commitment Letter, with the additions and notations set forth to such Reorganization Plan, is acceptable to the Administrative Agent and the Lenders).

(n) Fees, Costs and Expenses. The Administrative Agent, shall have received all fees, costs and expenses due and payable on or prior to the Closing Date.

Section 6.2 Conditions to All Extensions of Credit. The obligations of the Lenders to make any Extensions of Credit (including the initial Extension of Credit) and/or any Issuing Bank to issue or extend any Letter of Credit are subject to the satisfaction of the following conditions precedent on the relevant borrowing, continuation, conversion, issuance or extension date:

(a) Continuation of Representations and Warranties. The representations and warranties contained in Article VI (i) that are not subject to materiality or Material Adverse Effect qualifications shall be true and correct in all material respects, and (ii) that are subject to materiality or Material Adverse Effect qualifications shall be true and correct in all respects, in all cases on and as of such borrowing, continuation, conversion, issuance or extension date with the same effect as if made on and as of such date, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date.

(b) No Existing Default. No Default or Event of Default shall have occurred and be continuing (i) on the borrowing, continuation or conversion date with respect to such Loan or after giving effect to the Loans to be made, continued or converted on such date or (ii) on the issuance or extension date with respect to such Letter of Credit or after giving effect to the issuance or extension of such Letter of Credit on such date.

(c) Notices. The Administrative Agent (and in the case of a Letter of Credit Application, the applicable Issuing Bank) shall have received a Notice of Borrowing, Notice of Conversion/Continuation or Letter of Credit Application, as applicable, from the Administrative Borrower in accordance with Section 2.3(a) or Section 5.2; provided that no Notice of Borrowing may be submitted with respect to the borrowing of any Loans on the Closing Date.

(d) Compliance with Financing Orders. The Extensions of Credit requested shall not cause the aggregate outstanding amount of the Revolving Credit Commitment to exceed the amount then authorized by the applicable Financing Order.

(e) Final Financing Order.

(i) Prior to entry of the Final Financing Order, the Interim Financing Order (i) shall have been entered upon application or motion of the Credit Parties reasonably satisfactory in form and substance to Administrative Agent and upon prior notice to such parties required to receive such notice and such other parties as may be reasonably requested by Administrative Agent; (ii) shall be in full force and effect and shall not have been amended, modified, stayed, reversed or vacated without the written consent of Administrative Agent; and (iii) not be the subject of a pending objection, appeal or motion for reconsideration in any respect.

(ii) On or before the twenty-sixth (26^th) calendar day after the Petition Date (or such other later date as permitted pursuant to Section 9.17), the Final Financing Order (i) shall have been entered upon application or motion of the Credit Parties reasonably satisfactory in form and substance to Administrative Agent and upon prior notice to such parties required to receive such notice and such other parties as may be reasonably requested by Administrative Agent; (ii) shall be in full force and effect and shall not have been amended, modified, stayed, reversed or vacated without the written consent of Administrative Agent; (iii) not be the subject of a pending objection, appeal or motion for reconsideration in any respect; and (iv) on or before the fortieth (40^th) calendar day after the Petition Date, such Final Financing Order shall have become a Final Order.

(f) Additional Documents. The Administrative Agent (and in the case of a Letter of Credit Application, the applicable Issuing Bank) shall have received each additional document, instrument, legal opinion or other item reasonably requested by it.

Section 6.3 Effect of Pending Objections, Appeals or Motions for Reconsideration. The Credit Parties, the Administrative Agent and the Lenders shall be entitled to rely in good faith upon an applicable Financing Order notwithstanding any objection, appeal or motion for reconsideration regarding such Financing Order. The Administrative Agent and the Lenders shall be permitted, and the Credit Parties shall be required, to perform their respective obligations in compliance with this Agreement, notwithstanding any such objection, appeal or motion for reconsideration unless the applicable Financing Order has been stayed by a court of competent jurisdiction.

ARTICLE VII.

REPRESENTATIONS AND WARRANTIES OF THE BORROWERS

Section 7.1 Representations and Warranties. To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the Lenders to make Extensions of Credit, the Borrowers hereby, jointly and severally, represent and warrant to the Administrative Agent and Lenders both before and after giving effect to the transactions contemplated hereunder that:

(a) Organization; Power; Qualification. Each Credit Party is duly organized, validly existing and, with the exception of nex-i com inc. (which is an Insignificant Subsidiary), in good standing under the laws of the jurisdiction of its incorporation or formation, has the power and authority to own its properties and to carry on its business as now being and hereafter proposed to be conducted and is duly qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization except in jurisdictions where the failure to be so qualified or in good standing could not reasonably be expected to result in a Material Adverse Effect. The jurisdictions in which each Credit Party is organized and qualified to do business as of the Closing Date are described on Schedule 7.1(a).

(b) Ownership. Each Subsidiary of Holdings as of the Closing Date is listed on Schedule 7.1(b). As of the Closing Date, the capitalization of Holdings and its Subsidiaries consists of the number of shares, authorized, issued and outstanding, of such classes and series, with or without par value, described on Schedule 7.1(b). All outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable, with no personal liability attaching to the ownership thereof, and not subject to any preemptive or similar rights, except as described in Schedule 7.1(b). The shareholders of Holdings and its Subsidiaries and the number of shares owned by each as of the Closing Date are described on Schedule 7.1(b). As of the Closing Date, there are no outstanding stock purchase warrants, subscriptions, options, securities, instruments or other rights of any type or nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or permit the issuance of Capital Stock of Holdings or its Subsidiaries, except as described on Schedule 7.1(b).

(c) Authorization of Agreement, Loan Documents and Borrowing. Subject to the entry of the Interim Financing Order (with respect to matters provided for in such Interim Financing Order), and subject to the entry of the Final Financing Order (with respect to such matters as provided for in the Final Financing Order), each Credit Party has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms. This Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized officers of each Credit Party thereto, and subject to the entry of the Interim Financing Order (with respect to matters provided for in such Interim Financing Order), and subject to the entry of the Final Financing Order (with respect to such matters as provided for in the Final Financing Order), each such document constitutes the legal, valid and binding obligation of each Credit Party thereto, enforceable in accordance with its terms.

(d) Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. Subject to the entry of the Interim Financing Order (with respect to matters provided for in such Interim Financing Order), and subject to the entry of the Final Financing Order (with respect to such matters as provided for in the Final Financing Order), the execution, delivery and performance by the Credit Parties of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of any Credit Party, (ii) conflict with, result in a breach of or constitute a default under any material indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound or any material Governmental Approval relating to such Person, (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Liens arising under the Loan Documents or (iv) require any Governmental Approval, violate any Applicable Law relating to any Credit Party or require any consent of any other Person in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than consents, authorizations, filings or other acts or consents that have been obtained or for which the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect.

(e) Compliance with Law; Governmental Approvals. Each Credit Party (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to its knowledge, threatened attack by direct or collateral proceeding, (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it or any of its respective properties, (iii) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law, and (iv) no Credit Party is aware of any event or circumstance constituting noncompliance (or any Person alleging noncompliance) with any rule or regulation of the FCC or any applicable PUC except, in each case, where the failure to have, comply or file could not reasonably be expected to have a Material Adverse Effect.

(f) Tax Returns and Payments. Except as set forth on Schedule 7.1(f), each Credit Party has duly filed or caused to be filed all post-petition federal, state, local and other tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all post-petition material federal, state, local and other Taxes which are due and payable. Such returns accurately reflect in all material respects all liability for taxes of the Credit Parties for the periods covered thereby. Except as set forth on Schedule 7.1(f), as of the Closing Date, there is no ongoing audit or examination or, to the knowledge of any Borrower, other investigation by any Governmental Authority of the tax liability of any Credit Party, and none of the Credit Parties is aware of any proposed Material Tax assessment against it or any other Credit Party. No Governmental Authority has asserted any Lien or other claim against any Credit Party with respect to unpaid taxes which has not been discharged or resolved other than Permitted Liens. The charges, accruals and reserves on the books of the applicable Credit Parties in respect of federal, state, local and other taxes for all Fiscal Years and portions thereof since the organization of the applicable Credit Party are in accordance with GAAP.

(g) Intellectual Property Matters. Each Credit Party owns or possesses rights to use all material franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, service xxxx, service xxxx rights, trade names, trade name rights, copyrights and other rights with respect to the foregoing which are reasonably necessary to conduct its business. No event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and no Credit Party is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations except, in each case, as could not reasonably be expected to have a Material Adverse Effect.

(h) Environmental Matters.

(i) The properties owned, leased or operated by any Borrower or any of its Subsidiaries now or in the past do not contain, and to their knowledge have not previously contained, any Hazardous Materials in amounts or concentrations which (A) constitute or constituted a violation of applicable Environmental Laws or (B) could reasonably be expected to give rise to liability under applicable Environmental Laws;

(ii) To the knowledge of the Credit Parties, each Credit Party and such properties and all operations conducted in connection therewith are in all material respects in compliance, and have been in all material respects in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about such properties or such operations which could interfere with the continued operation of such properties or impair the fair saleable value thereof;

(iii) No Credit Party has received any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters, Hazardous Materials, or compliance with Environmental Laws, nor does any Credit Party have knowledge or reason to believe that any such notice will be received or is being threatened.

(iv) To the knowledge of the Credit Parties, Hazardous Materials have not been transported or disposed of to or from the properties owned, leased or operated by any Credit Party in violation of, or in a manner or to a location which could give rise to liability under, Environmental Laws, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of such properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Laws;

(v) No judicial proceedings or governmental or administrative action is pending, or, to the knowledge of any Borrower, threatened, under any Environmental Law to which any Credit Party is or will be named as a potentially responsible party with respect to such properties or operations conducted in connection therewith, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Credit Party or such properties or such operations that could reasonably be expected to have a Material Adverse Effect; and

(vi) There has been no release, or to any Borrower’s knowledge, threat of release, of Hazardous Materials at or from properties owned, leased or operated by any Borrower or any Subsidiary, now or in the past, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws that could reasonably be expected to have a Material Adverse Effect.

(i) ERISA.

(i) As of the Closing Date, no Credit Party or any ERISA Affiliate maintains or contributes to, or has any obligation under, any Pension Plan or Multiemployer Plan other than those identified on Schedule 7.1(i);

(ii) Each Credit Party and each ERISA Affiliate is in material compliance with all applicable provisions of ERISA and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans except for any required amendments for which the remedial amendment period as defined in Section 401(b) of the Code has not yet expired and except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Credit Party and each ERISA Affiliate has fulfilled its

obligations, if any, under the minimum funding standards of Section 302 of ERISA with respect to each Pension Plan and each Pension Plan is in compliance in all material respects with the presently applicable provisions of ERISA and the Code. None of the Credit Parties or any ERISA Affiliate has incurred any unpaid liability to the PBGC (other than for the payment of premiums in the ordinary course) or to any Pension Plan or Multiemployer Plan which could reasonably be expected to have a Material Adverse Effect and none of the Credit Parties has incurred any unpaid liability to any Employee Benefit Plan which could reasonably be expected to have a Material Adverse Effect;

(iii) Except where the failure of any of the following representations to be correct could not reasonably be expected to have a Material Adverse Effect, no Credit Party or any ERISA Affiliate has engaged in a nonexempt prohibited transaction described in Section 406 of the ERISA or Section 4975 of the Code;

(iv) No Termination Event has occurred or is reasonably expected to occur; and

(v) Except where the failure of any of the following representations to be correct could not reasonably be expected to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to the knowledge of any Borrower after due inquiry, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by such Borrower or any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.

(j) Margin Stock. No Credit Party is engaged principally or as one of its activities in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” (as each such term is defined or used, directly or indirectly, in Regulation U of the Board of Governors of the Federal Reserve System). No part of the proceeds of any of the Loans or Letters of Credit will be used for purchasing or carrying margin stock or for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X of such Board of Governors.

(k) Government Regulation. No Credit Party is an “investment company” or a company “controlled” by an “investment company” (as each such term is defined or used in the Investment Company Act of 1940, as amended) and no Credit Party is, or after giving effect to any Extension of Credit will be, subject to regulation under the Interstate Commerce Act, each as amended, or any other Applicable Law which limits its ability to incur or consummate the transactions contemplated hereby.

(l) Material Contracts; Licenses. On the Closing Date, all material Licenses of each Credit Party have been duly authorized and obtained, and are in full force and effect. Each Credit Party is in compliance with all material provisions thereof, other than failures of compliance related to the Bankruptcy Cases. On each date after the Closing Date on which this representation is deemed to be made, all material Licenses of each Credit Party have been duly authorized and obtained, and are in full force and effect, unless failure to so obtain could not reasonably be expected to cause a Material Adverse Effect. Each Credit Party is in compliance

with all material provisions thereof other than failures of compliance related to the Bankruptcy Cases. On the Closing Date, no material License is the subject of any pending or, to any Borrower’s knowledge, threatened challenge or revocation. On each date after the Closing Date on which this representation is deemed to be made, no material License is the subject of any pending or, to any Borrower’s knowledge, threatened challenge or revocation, which such event is reasonably expected to cause a Material Adverse Effect. Except as disclosed on Schedule 7.1(1), no Credit Party is required to obtain any License that has not already been obtained from (or, following the Closing Date, that with respect to which it is in the process of obtaining), or effect any filing or registration that has not already been effected (or, following the Closing Date, that with respect to which it is in the process of effecting) with, the FCC, any applicable PUC or any other Governmental Authority in connection with the execution and delivery of this Agreement or any other Loan Document, or the performance thereof (other than any enforcement of remedies by Administrative Agent on behalf of Lenders), in accordance with their respective terms, including the making of any Extension of Credit. On the Closing Date, each Material Contract and License is, and after giving effect to the consummation of the transactions contemplated by the Loan Documents (including the entry of the Interim Financing Order) will be, in full force and effect in accordance with the terms thereof. To the extent requested by the Administrative Agent, the Credit Parties have delivered to the Administrative Agent a true and complete copy of each Material Contract or License. No Credit Party (nor, to the knowledge of any Borrower, any other party thereto) is in breach of or in default under any Material Contract other than a breach or default resulting directly and solely from the filing of the Bankruptcy Cases.

(m) Employee Relations. As of the Closing Date, no Credit Party is party to any collective bargaining agreement nor has any labor union been recognized as the representative of its employees except as set forth on Schedule 7.1(m). No Borrower knows of any pending, threatened or contemplated strikes, work stoppage or other collective labor disputes involving its employees or those of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect.

(n) Burdensome Provisions. No Credit Party is a party to any indenture, agreement, lease or other instrument, or subject to any corporate or partnership restriction, Governmental Approval or Applicable Law which is so unusual or burdensome as in the foreseeable future could be reasonably expected to have a Material Adverse Effect. No Credit Party presently anticipates that future expenditures needed to meet the provisions of any statutes, orders, rules or regulations of a Governmental Authority will be so burdensome as to have a Material Adverse Effect. No Credit Party is party to any agreement or instrument or otherwise subject to any restriction or encumbrance that restricts or limits its ability to make dividend payments or other distributions in respect of its Capital Stock to any Borrower or any Subsidiary or to transfer any of its assets or properties to any Borrower or any Subsidiary in each case other than existing under or by reason of the Loan Documents or Applicable Law.

(o) Financial Statements. The Updated Budget delivered pursuant to Section 6.1(g)(i) was prepared by Holdings in good faith on the basis of the assumptions stated therein, which assumptions are believed to be reasonable in light of then existing conditions except that such financial statements and forecasts shall be subject to normal year end closing and audit adjustments. The audited and unaudited financial statements delivered pursuant to

Section 6.1(g)(ii) are complete and correct and fairly present on a Consolidated basis the assets, liabilities and financial position of the Credit Parties as at such dates, and the results of the operations and changes of financial position for the periods then ended (other than customary year-end adjustments for unaudited financial statements). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP. Such financial statements show all material Indebtedness and other material liabilities, direct or contingent, of the Credit Parties as of the date thereof, including material liabilities for taxes, commitments and Indebtedness, in each case, to the extent required to be disclosed under GAAP.

(p) No Material Adverse Change. Since July 18, 2012, no event has occurred or condition arisen that could reasonably be expected to have a Material Adverse Effect.

(q) Deposit Accounts and Securities Accounts. Set forth on Schedule 6.1(q) (as updated pursuant to the provisions of the Collateral Agreement from time to time) is a listing of all of the Credit Parties’ and their subsidiaries’ Deposit Accounts and Securities Accounts, including, with respect to each bank or securities intermediary (a) the name and address of such person, and (b) the account numbers of the Deposit Accounts or Securities Accounts maintained with such person. All of such Deposit Accounts and Securities Accounts (other than Excluded Collateral) are, and shall at all times be, subject to Control Agreements in favor of the Administrative Agent.

(r) Titles to Properties. As of the Closing Date, each parcel of real property owned or leased, or to which a Credit Party has a Right-of-Way Agreement, is identified on Schedule 7.1(r). Each Credit Party has such title and rights to the real property owned or leased by it as is necessary or desirable to the conduct of its business and valid and legal title to all of its personal property and assets (including those reflected on the Consolidated balance sheets of Holdings delivered pursuant to Section 7.1(o), except those which have been disposed of by the Credit Parties subsequent to such date which dispositions have been in the ordinary course of business or as otherwise expressly permitted hereunder), free and clear in each case of all Liens or claims, except for Liens permitted pursuant to Section 10.2.

(s) Insurance. The properties of the Credit Parties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party (or are covered under such self-insurance programs which have been disclosed to and determined acceptable by the Administrative Agent in its reasonable discretion), in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in locations where the applicable Credit Party operates.

(t) Liens; Perfected Security Interests. None of the properties and assets of any Credit Party is subject to any Lien, except Permitted Liens. No Credit Party has signed any financing statement or any security agreement authorizing any secured party thereunder to file any financing statement, except to perfect those Permitted Liens. The Loan Documents create valid and perfected Liens on and security interests in the Collateral (subject solely to any Permitted Liens) in favor of the Administrative Agent, for the benefit the Lenders, securing the payment of the Obligations, having the priority provided in the Loan Documents. Certificates representing all of the Capital Stock in the Subsidiaries that are purported to comprise part of the Collateral have been delivered to the Administrative Agent as required under the terms of the

Security Documents, together with undated stock powers or other appropriate powers duly executed in blank; all filings and other actions of or by any Credit Party required hereunder, under any Security Document or requested by the Administrative Agent necessary to perfect and protect the Liens and security interests of the Administrative Agent in the Collateral have been duly made or taken and are in full force and effect or will be duly made or taken in accordance with the terms of the Loan Documents; and all filing fees and recording taxes due and payable have been paid in full.

(u) Litigation. Except for matters existing on the Closing Date and set forth on Schedule 7.1(u), there are no actions, suits or proceedings pending nor, to the knowledge of any Borrower, threatened against any Credit Party or any of their respective properties, businesses, assets or revenues in any court or before any arbitrator of any kind or before or by any Governmental Authority that has or could reasonably be expected to have a Material Adverse Effect.

(v) Absence of Defaults. No event has occurred or is continuing which constitutes a Default or an Event of Default.

(w) Intentionally Omitted

(x) OFAC. No Credit Party or any Subsidiary or any Affiliate thereof: (i) is a Sanctioned Person, (ii) has more than 10% of its assets in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. The proceeds of any Loan will not be used and have not been used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity.

(y) Disclosure. Each Credit Party has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which such Credit Party is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No financial statement, material report, material certificate or other material information furnished, taken together as a whole, by or on behalf of any of Holdings or any of its Subsidiaries to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, pro forma financial information, estimated financial information and other projected or estimated information, such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

(z) Superpriority Claims. Subject to the entry by the Bankruptcy Court of the Interim Financing Order or Final Financing Order, as applicable, and subject to the Intercreditor Agreement, (i) the Obligations will constitute a Superpriority Claim, subject, as to priority, only to the Carve-Out and Permitted Liens securing Senior Claims, and (ii) the Liens of the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, securing the Obligations are valid and perfected first priority Liens subject, as to priority only, to the Carve-Out and Permitted Liens securing Senior Claims;

(aa) No Intent to Hinder Creditors. The Credit Parties are not transferring the Collateral, or incurring any Obligation with any intent to hinder, delay or defraud any of its respective present or future creditors;

(bb) Entry of Financing Orders. The Interim Financing Order (with respect to the period prior to entry of the Final Financing Order) or Final Financing Order (with respect to the period on and after entry of the Final Financing Order), as the case may be, has been entered by the Bankruptcy Court and is in full force and effect, and has not been amended, modified or stayed, reversed or vacated;

(cc) Relief from Automatic Stay. Notwithstanding the provisions of Section 362 of the Bankruptcy Code, and subject to the applicable provisions of the applicable Financing Order, upon the maturity (whether by acceleration or otherwise) of any of the Obligations, the Administrative Agent and the Lenders shall be entitled to payment of such Obligations at the expiration of the Remedies Notice Period and to enforce the remedies provided for hereunder or under Applicable Law, without further application to or order by the Bankruptcy Court.

(dd) Proper Notification. The Bankruptcy Cases were commenced on the Petition Date in accordance in all material respects with Applicable Law and proper notice thereof, and the proper notice under the Bankruptcy Code and Bankruptcy Rules for each of (a) the motion seeking approval of the Loan Documents and the Interim Financing Order and the Final Financing Order, (b) the hearing for the approval of the Interim Financing Order and (c) the hearing for the approval of the Final Financing Order, has been or will be given. The Credit Parties shall give, on a timely basis as specified in the Order, all notices required to be given to all parties specified in such applicable Financing Order.

Section 7.2 Survival of Representations and Warranties, Etc. All representations and warranties set forth in this Article VII and all representations and warranties contained in any certificate provided by or on behalf of any Credit Party, or any of the Loan Documents (including in any amendments made in writing to any Loan Documents) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

ARTICLE VIII.

FINANCIAL INFORMATION AND NOTICES

Until all the Obligations (other than inchoate indemnification obligations) have been paid and satisfied in full and the Revolving Credit Commitment terminated, unless consent has been obtained in the manner set forth in Section 13.2, the Administrative Borrower will furnish, or cause to be furnished, to the Administrative Agent at the Administrative Agent’s Office at the address set forth in Section 13.1 and to the Lenders at their respective addresses as set forth on the Register, or such other office as may be designated by the Administrative Agent and Lenders from time to time:

Section 8.1 Financial Statements and Projections.

(a) Quarterly Financial Statements. As soon as available and in any event within forty-five (45) days after the end of fiscal quarter of each Fiscal Year (in the case of the fourth fiscal quarter of each Fiscal Year, within ninety (90) days after the end thereof), (i) an unaudited Consolidated balance sheet of Holdings and its Subsidiaries as of the close of such fiscal quarter and unaudited Consolidated statements of income, retained earnings and cash flows and a report containing management’s discussion and analysis of such financial statements for the fiscal quarter then ended and that portion of the Fiscal Year then ended, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the corresponding period in the preceding Fiscal Year and prepared by Holdings in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and certified by the chief financial officer of Holdings to present fairly in all material respects the financial condition of Holdings and its Subsidiaries on a Consolidated (and consolidating, if applicable) basis as of their respective dates and the results of operations of Holdings and its Subsidiaries for the respective periods then ended, subject to normal year end adjustments and the absence of footnote disclosure, and (ii) a calculation of Access Lines sold during such fiscal quarter and of Access Lines installed, activated and in service during such fiscal quarter, and the approximate number of all Access Lines actually in service as at the last day of such fiscal quarter.

(b) Annual Financial Statements. As soon as practicable and in any event within ninety (90) days after the end of each Fiscal Year, an audited Consolidated balance sheet of Holdings and its Subsidiaries as of the close of such Fiscal Year and audited Consolidated statements of income, retained earnings and cash flows and a report containing management’s discussion and analysis of such financial statements for the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the preceding Fiscal Year and prepared in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the year. Such annual financial statements shall be audited by Ernst & Young LLP or another independent certified public accounting firm reasonably acceptable to the Administrative Agent, and accompanied by a report thereon by such certified public accountants that is not qualified with respect to scope limitations imposed by Holdings or any of its Subsidiaries or with respect to accounting principles followed by Holdings or any of its Subsidiaries not in accordance with GAAP.

(c) Annual Business Plan and Financial Projections. As soon as available and in any event within ninety (90) days following the end of each Fiscal Year, a business plan of Holdings and its Subsidiaries for the ensuing twelve (12) months, such plan to be prepared in accordance with GAAP (to the extent applicable) and to include, on a monthly basis, the following: a monthly operating and capital budget, a projected income statement, statement of cash flows and balance sheet and a report containing management’s discussion and analysis of

such projections (taken as a whole), accompanied by a certificate from a Responsible Officer of Holdings to the effect that, to such officer’s knowledge, such projections of the financial condition and operations of Holdings and its Subsidiaries for such twelve (12) month period are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such projections are incorrect or misleading in any material respect.

(d) Monthly Financial Statements. Within thirty (30) days after the end of each month, the Consolidated balance sheet of Holdings and its Subsidiaries, each as at the end of such month, and the related Consolidated statements of income and consolidated statements of capital expenditures made for such month and for the elapsed portion of the year ended with the last day of such month, all of which shall be certified by a Responsible Officer, to, in his or her opinion, present fairly, in accordance with GAAP (to the extent applicable), subject to year end adjustments, the financial position, results of operations and capital expenditures made of Holdings and its Subsidiaries as at the end of and for such month, and for the elapsed portion of the year ended with the last day of such month.

(e) Officer’s Certificate. At each time financial statements are delivered pursuant to clause (a) or (b) above, a certificate of a Responsible Officer stating that (i) no Default or Event of Default has occurred and is continuing (or, if a Default or Event of Default has occurred, specifying the details of such Default or Event of Default and the action that any Borrower or another Credit Party has taken or proposes to take with respect thereto) and (ii) no Subsidiary has been formed or acquired since the delivery of the last certificate pursuant to this Section (or, if a Subsidiary has been formed or acquired since such delivery, a statement that such Subsidiary has complied with Section 9.11).

Section 8.2 Collateral Reporting.

(a) Deliver to the Administrative Agent, on the first day of each month (calculated as of the 10th day of the preceding month) and on the 20th day of each month (calculated as of the last day of the preceding month, (or on a weekly or more frequent basis during any Trigger Period), commencing on September 20, 2012 (calculated as of August 31, 2012), a Borrowing Base Certificate (which shall not be binding upon the Administrative Agent or restrictive of the Administrative Agent’s rights under this Agreement). Any immaterial error in a Borrowing Base Certificate (or immaterial discrepancy between the Borrowing Base Amount set forth in a Borrowing Base Certificate the Borrowing Base Amount as calculated by the Administrative Agent) shall not constitute a default under this Section 8.2(a) unless the correction of such error or discrepancy results in an obligation to make a mandatory prepayment under Section 2.4(b).

(b) Deliver to the Administrative Agent on or before the twentieth (20^th) day of each month as and for the prior month, for each Borrower on an individual basis (x) accounts receivable agings and (y) accounts payable agings. In addition, each Borrower shall deliver to the Administrative Agent at such intervals as the Administrative Agent may reasonably require: (i) confirmatory assignment schedules, (ii) copies of Customer’s invoices, (iii) evidence of shipment or delivery, and (iv) such further schedules, documents and/or information regarding the Collateral as the Administrative Agent may reasonably require, including trial balances and test verifications. The Administrative Agent shall have the right to confirm and verify all Receivables by any manner and through any medium it considers commercially reasonable.

(c) Notify the Administrative Agent promptly if any of its Receivables arise out of contracts between any Credit Party and the United States, any State thereof, the District of Columbia or any department, agency or instrumentality of any of them.

(d) The items to be provided under clauses (a) and (b) above are to be in form reasonably satisfactory to the Administrative Agent and executed by each Borrower and delivered to the Administrative Agent from time to time solely for the Administrative Agent’s convenience in maintaining records of the Collateral, and any Borrower’s failure to deliver any of such items to the Administrative Agent shall not affect, terminate, modify or otherwise limit the Administrative Agent’s Lien with respect to the Collateral.

Section 8.3 Other Reports. Promptly upon receipt thereof, copies of all material reports, if any, submitted to Holdings, any other Credit Party or any of their respective board of directors by its independent public accountants in connection with their auditing function, including any management report and any management responses thereto;

(a) such other information regarding the operations, business affairs and financial condition of the Credit Parties as the Administrative Agent or any Lender may reasonably request;

(b) promptly following the mailing or receipt of any notice or report delivered under the terms of the Senior Secured Notes Indenture (other than those relating solely to transfers or other administrative matters), copies of such notice or report;

(c) promptly after the sending or filing thereof, copies of all reports, notices, prospectuses and registration statements which any Credit Party files with the Securities and Exchange Commission or any national securities exchange; and

(d) to the extent not served upon the Administrative Agent or its counsel as required by, and in accordance with, the Bankruptcy Rules, copies of all reports, notices and material pleadings filed with the clerk of the Bankruptcy Court filed by or on behalf of any Credit Party and all operating and other reports and/or financial information provided by the Credit Parties to the Bankruptcy Court, the United States Trustee, the Chapter 11 Trustee, and any other statutorily appointed or ad hoc committee in the Bankruptcy Cases, including weekly updates of the Updated Budget.

Section 8.4 Notice of Litigation and Other Matters. Promptly (but in no event later than three (3) Business Days after an officer of any Borrower obtains knowledge thereof) telephonic and written notice of, in each case other than with respect to the Bankruptcy Cases:

(a) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving any Credit Party or any of their respective properties, assets or businesses that if adversely determined could reasonably be expected to result in material liability to the Credit Parties;

(b) any notice of any violation received by any Credit Party from any Governmental Authority including any notice of violation of Environmental Laws which in any such case could reasonably be expected to have a Material Adverse Effect;

(c) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against any Credit Party, which in any such case could reasonably be expected to have a Material Adverse Effect;

(d) any attachment, judgment, Lien, levy or order exceeding $100,000 individually (or in the aggregate for related attachments, judgments, Liens, levys, or orders) or that may be assessed against or threatened against any Credit Party;

(e) (i) any Default or Event of Default, including a statement of a Responsible Officer of such Borrower setting forth details of such Default or Event of Default and the action which such Borrower or such Credit Party has taken and proposes to take with respect thereto or (ii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which any Credit Party is a party or by which any Credit Party or any of its properties may be bound which, in any such case, could reasonably be expected to have a Material Adverse Effect;

(f) (i) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (ii) all notices received by any Credit Party or any ERISA Affiliate of the PBGC’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (iii) all notices received by any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA, (iv) any Credit Party obtaining knowledge or reason to know that a Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA, (v) the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA, (vi) the taking of any action with respect to a Pension Plan which could result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Pension Plan, and (vii) the occurrence of any event with respect to any Pension Plan which could result in the incurrence by any Credit Party of any material liability, fine or penalty, notice thereof and copies of all documentation relating thereto; and

(g) any event which makes any of the representations set forth in Section 7.1 that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event which makes any of the representations set forth in Section 7.1 that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect; and

(h) promptly upon becoming aware thereof, any announcement by Xxxxx’x or S&P of any change in a Debt Rating.

Section 8.5 Accuracy of Information. All written information, reports, statements and other papers and data furnished by or on behalf of any Borrower to the Administrative Agent or

any Lender whether pursuant to this Article VII or any other provision of this Agreement, or any other Loan Documents, shall, at the time the same is so furnished, comply with the representations and warranties set forth in Section 7.1(y).

ARTICLE IX.

AFFIRMATIVE COVENANTS

Until all of the Obligations (other than inchoate indemnification obligations) have been paid and satisfied in full and the Revolving Credit Commitment terminated, unless consent has been obtained in the manner provided for in Section 13.2, each Borrower will, and will cause each of its Subsidiaries to:

Section 9.1 Preservation of Corporate Existence and Related Matters. Except as permitted by Section 10.4, preserve and maintain its separate corporate existence and all rights, franchises, licenses and privileges necessary to the conduct of its business, and qualify and remain qualified as a foreign corporation and authorized to do business in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect.

Section 9.2 Maintenance of Property. In addition to the requirements of any of the Security Documents or the Bankruptcy Court, protect and preserve all properties necessary in and material to its business, including copyrights, patents, trade names, service marks and trademarks; maintain in good working order and condition, ordinary wear and tear, and insured casualty losses excepted (provided that the proceeds from any such insured casualty losses are reinvested or applied to repay the Credit Facility in accordance with Section 2.5), all buildings, equipment and other tangible real and personal property; and from time to time make or cause to be made all repairs, renewals and replacements thereof and additions to such property necessary for the conduct of its business, so that the business carried on in connection therewith may be conducted in a commercially reasonable manner.

Section 9.3 Insurance. Maintain insurance with financially sound and reputable insurance companies (or such self-insurance programs which have been disclosed to and determined reasonably acceptable by the Administrative Agent) against such risks and in such amounts as are customarily maintained by similar businesses and as may be required by Applicable Law and as are required by any Security Documents (including hazard and business interruption insurance), and on the Closing Date and from time to time thereafter deliver to the Administrative Agent upon its reasonable request information in reasonable detail as to the insurance then in effect, stating the names of the insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof, reserve amounts (if applicable), and the properties and risks covered thereby.

Section 9.4 Accounting Methods and Financial Records. Maintain (a) a system of accounting, and keep proper books, records and accounts (which shall be true and complete in all material respects) as may be required or as may be necessary to permit the preparation of financial statements in accordance with GAAP and in compliance with the regulations of any Governmental Authority having jurisdiction over it or any of its properties and (b) on a reasonably current basis, set up on its books, from its earnings, allowances against doubtful Receivables, advances and investments and all other proper accruals (including by reason of

enumeration, accruals for premiums, if any, due on required payments and accruals for depreciation, obsolescence, or amortization of properties), which should be set aside from such earnings in connection with its business. All determinations pursuant to this Section 9.4 shall be made in accordance with, or as required by, GAAP consistently applied.

Section 9.5 Payment and Performance of Taxes and Other Governmental Charges. Pay and perform all Obligations under this Agreement and the other Loan Documents, and, except to the extent payment is stayed or excused by operation of the Bankruptcy Code, pay or perform all taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its property; provided, that any Credit Party may contest any such tax, assessment or other governmental charge in good faith so long as adequate reserves are maintained with respect thereto in accordance with GAAP.

Section 9.6 Compliance With Laws and Approvals. Observe and remain in compliance in all material respects with all Applicable Laws and maintain in full force and effect all Governmental Approvals and Licenses, in each case applicable to the conduct of its business except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 9.7 Environmental Laws. In addition to and without limiting the generality of Section 9.6, (a) comply with, and ensure such compliance by all tenants and subtenants with, all applicable Environmental Laws and obtain and comply with and maintain, and ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except for any failure to do or comply with any of the foregoing that could not reasonably be expected to result in a Material Adverse Effect, (b) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws, (c) keep its property free of any Lien imposed by any Environmental Law, and (d) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the presence of Hazardous Materials, or the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of any Credit Party, or any orders, requirements or demands of Governmental Authorities related thereto, including reasonable attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor, as determined by a court of competent jurisdiction by final nonappealable judgment.

Section 9.8 Compliance with ERISA. In addition to and without limiting the generality of Section 9.6, (a) comply with all material applicable provisions of ERISA and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans, (b) not take any action or fail to take action the result of which could be a liability to the PBGC or to a Multiemployer Plan, (c) not participate in any prohibited transaction that could result in

any civil penalty under ERISA or tax under the Code, and (d) operate each Employee Benefit Plan in such a manner that will not incur any tax liability under Section 4980B of the Code, except for any failure to do or comply with any of the matters referred to in clause (a), (b), (c) or (d) above that could not reasonably be expected to result in a Material Adverse Effect, or any liability to any qualified beneficiary as defined in Section 4980B of the Code and (e) furnish to the Administrative Agent upon the Administrative Agent’s request such additional information about any Employee Benefit Plan as may be reasonably requested by the Administrative Agent.

Section 9.9 Compliance With Agreements. Comply with each material term, condition and provision of all leases, agreements and other instruments entered into in the conduct of its business including any Material Contract except for any failure so to comply that could not reasonably be expected to result in a Material Adverse Effect and; provided, that any Credit Party may contest any such lease, agreement or other instrument in good faith through applicable proceedings so long as adequate reserves are maintained in accordance with GAAP.

Section 9.10 Visits and Inspections. Permit representatives of the Administrative Agent or any Lender, at the, joint and several, expense of the Borrowers, as often as may be reasonably desired, at any time during normal business hours and without advance notice, to visit and inspect its properties; inspect, audit and make extracts from its books, records and files, including management letters prepared by independent accountants; and discuss with its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects; provided that, unless a Default or Event of Default shall have occurred and be continuing, the Borrowers shall only be required to pay, jointly and severally, for one (1) field audit during any six month period.

Section 9.11 Additional Subsidiaries; Real Property.

(a) Additional Domestic Subsidiaries. Notify the Administrative Agent of the creation or acquisition of any Domestic Subsidiary of any Borrower and promptly thereafter (and in any event within thirty (30) days), cause such Person to:

(i) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose,

(ii) pledge a security interest in all Collateral owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each Security Document,

(iii) deliver to the Administrative Agent any applicable documents and certificates referred to in Section 6.1 relating to such Subsidiary, as may be reasonably requested by the Administrative Agent,

(iv) deliver to the Administrative Agent such original Capital Stock or other certificates and stock or other transfer powers evidencing the Capital Stock of such Person,

(v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person, and

(vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection therewith, all in form, content and scope reasonably satisfactory to the Administrative Agent.

(b) Real Property Collateral. Notify the Administrative Agent, within ten (10) Business Days after the acquisition of any owned real property by any Credit Party that is not subject to the existing Security Documents, and within ninety (90) days following request by the Administrative Agent, deliver such Mortgages, title insurance policies (with copies of all exceptions to such title insurance policies), environmental assessments and reports, flood certifications, surveys and other documents reasonably requested by the Administrative Agent in connection with granting and perfecting a first priority Lien, subject to the Intercreditor Agreement and other than Permitted Liens, on such real property in favor of the Administrative Agent, for the benefit of itself and the Lenders, all in form and substance acceptable to the Administrative Agent.

Section 9.12 Use of Proceeds. The Borrowers shall use the proceeds of the Extensions of Credit to (i) “repay in full the then outstanding Pre-Petition Obligations, it being acknowledged, for the avoidance of doubt, that such repayment shall occur by virtue of such then-outstanding Pre-Petition Obligations being deemed to be post-petition Obligations outstanding under the Credit Facility (i.e. “rolled up,” on a dollar-for-dollar basis), and, thereafter, (ii) to fund ongoing working capital requirements during the pendency of the Bankruptcy Cases, (iii) to pay for Bankruptcy Court approved fees and expenses incurred in the Bankruptcy Cases, and (iv) for general corporate purposes.

Section 9.13 Further Assurances. Make, execute and deliver all such additional and further acts, things, deeds and instruments as the Administrative Agent or the Required Lenders (through the Administrative Agent) may reasonably require to document and consummate the transactions contemplated hereby and to vest completely in and insure the Administrative Agent and the Lenders their respective rights under this Agreement, the Ratification Agreement, the Financing Orders, the Letters of Credit and the other Loan Documents. The Borrowers shall, and shall cause each Guarantor to, use its reasonable best efforts to obtain necessary government approvals to grant Liens pursuant to the Security Documents on Excluded Collateral of the types described in clause (g) of the definition thereof.

Section 9.14 Intentionally Omitted.

Section 9.15 Payments of Fees and Claims. Make timely payment of all fees payable to the United States Trustee, if any, in the Bankruptcy Cases pursuant to 28 U.S.C. Sect 1930 (a)(6). In addition, without prior approval of the Bankruptcy Court, the Credit Parties shall not make any payment of any proceeds constituting part of the Collateral or other cash (including proceeds of Revolving Loans) to any creditor of any Credit Party on account of claims arising prior to the commencement of the Bankruptcy Case (including payments in respect of reclamation claims of unpaid suppliers of goods delivered to the Credit Parties prior to the commencement of the Bankruptcy Case (regardless of whether such claims have been granted administrative expense priority status pursuant to Section 546(c) of the Bankruptcy Code)) prior to confirmation of a Reorganization Plan.

Section 9.16 Notices.

(a) promptly after becoming aware thereof, notify the Administrative Agent in writing of any application or motion of any person seeking relief from the automatic stay under Section 362 of the Bankruptcy Code or any other application motion or pleading filed in any of the Bankruptcy Cases that, either immediately or with the passage of time, might result in an Event of Default hereunder; and

(b) promptly notify the Administrative Agent in writing of the filing of (and provide Lenders with copies of) all pleadings, motions, applications, judicial information, financial information, and other documents filed by or on behalf of any and/or all of the Credit Parties with the Bankruptcy Court in any of the Bankruptcy Cases, or distributed by or on behalf of any and/or all of the Credit Parties to any official committee appointed in any of the Bankruptcy Cases.

Section 9.17 Financing Orders. Unless extended by Administrative Agent in sole and absolute discretion, on or before the twenty-sixth (26^th) calendar day following the Petition Date, the Bankruptcy Court shall have entered the Final Financing Order, and such Final Financing Order shall have become a Final Order by not later than the fortieth (40^th) calendar day following the Petition Date.

Section 9.18 Liquidity. Maintain Liquidity at all times of not less than $12,500,000.00.

ARTICLE X.

NEGATIVE COVENANTS

Until all of the Obligations (other than inchoate indemnification obligations) have been paid and satisfied in full and the Revolving Credit Commitment terminated, unless consent has been obtained in the manner set forth in Section 13.2, no Borrower will, nor will any Borrower permit any of its Subsidiaries to:

Section 10.1 Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except:

(a) the Obligations (excluding Hedging Obligations);

(b) the Senior Secured Notes in an aggregate principal amount not to exceed $305,175,000;

(c) Indebtedness in respect of letters of credit (that do not constitute Letters of Credit hereunder) issued by a financial institution or institutions having an aggregate stated amount not exceeding the difference between $6,400,000 and the aggregate L/C Obligations outstanding from time to time hereunder (“Permitted LCs”), that are collateralized with cash or cash equivalents in an amount at least equal to (but not exceeding 105% of) the aggregate stated amount of such letters of credit;

(d) Intentionally Omitted

(e) Intentionally Omitted;

(f) Indebtedness existing on the Closing Date and not otherwise permitted under this Section and listed on Schedule 10.1, and any refinancings, refundings, renewals or extensions thereof; provided that (i) the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) any refinancing, refunding, renewal or extension of any Subordinated Indebtedness shall be (A) on subordination terms at least as favorable to the Lenders, (B) no more restrictive on the Credit Parties than the Subordinated Indebtedness being refinanced, refunded, renewed or extended and (C) in an amount not less than the amount outstanding at the time of such refinancing, refunding, renewal or extension;

(g) Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders;

(h) Guaranty Obligations with respect to Indebtedness permitted pursuant to clauses (a) through (c) of this Section.

(i) Intercompany Indebtedness owed by Holdings or any Subsidiary to Holdings or any Subsidiary; provided that (i) no Event of Default has occurred and is continuing or would result therefrom and (ii) all such extensions of credit shall be documented in the form of subordinated promissory notes and such notes shall be delivered, with such appropriate endorsement or other collateral assignment documents to the Collateral Agent as Collateral in accordance with the Security Documents.

(j) additional Indebtedness of Holdings and its Subsidiaries in an aggregate principal amount not to exceed $3,778,000 at any time outstanding (including Indebtedness in respect of Capital Leases and Purchase Money Indebtedness outstanding at any time); provided that no Default or Event of Default has occurred and is continuing, or would result therefrom; provided that no agreement or instrument with respect to Indebtedness permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Credit Party to make any payment to Holdings or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrowers to pay the Obligations.

Section 10.2 Limitations on Liens. Create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets or properties (including shares of Capital Stock), real or personal, whether now owned or hereafter acquired, except:

(a) Liens for taxes, assessments and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or Environmental

Laws) not yet due or as to which the period of grace (not to exceed thirty (30) days), if any, related thereto has not expired or which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP;

(b) the claims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, (i) which are not overdue for a period of more than thirty (30) days or (ii) which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP;

(c) Liens consisting of deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance or similar legislation;

(d) Liens constituting encumbrances in the nature of zoning restrictions, easements and rights or restrictions of record on the use of real property, which in the aggregate are not substantial in amount and which do not, in any case, detract in any material respect from the value of such property or impair in any material respect the use thereof in the ordinary conduct of business;

(e) Liens of the Administrative Agent for the benefit of the Administrative Agent and the Lenders under the Loan Documents;

(f) Liens not otherwise permitted by this Section and in existence on the Closing Date and described on Schedule 10.2.

(g) Deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; provided, that all such deposits in the aggregate could not reasonably be expected to result in a Material Adverse Effect;

(h) (i) any interest or title of a lessor under any Indebtedness incurred in respect of a Capital Lease that is permitted pursuant to clause (j) of Section 9.1 (provided that such Liens do not extend to any property or assets which are not leased property subject to such Capital Lease) and (ii) Liens securing Purchase Money Indebtedness permitted pursuant to clause (j) of Section 9.1 (provided that (A) such Purchase Money Indebtedness shall not exceed the cost of the property or assets acquired, together, in the case of real property, with the cost of the construction thereof and improvements thereto, and shall not be secured by a Lien on any property or assets of the Holdings or any Subsidiary of Holdings other than such property or assets so acquired or constructed and improvements thereto, (B) the Lien securing such Indebtedness shall be created within 180 days of such acquisition or construction or, in the case of a refinancing of any such Purchase Money Indebtedness, within 180 days of such refinancing and (C such property or assets is subject to a Lien securing the Obligations that is subordinate to the Lien securing such Purchase Money Indebtedness, unless such Lien is prohibited by the agreement or instrument governing such Purchase Money Indebtedness;

(i) Liens securing Permitted LCs, to the extent (i) such Indebtedness is permitted under clause (c) of Section 10.1; (ii) such Liens only cover Permitted XX Xxxx Collateral Accounts and the cash and Cash Equivalents on deposit therein; and (iii) the aggregate amount of such cash and Cash Equivalents that are subject to any such Lien are in an amount at least equal to (but not exceeding 105% of) the aggregate stated amount of the Permitted LCs secured thereby.

(j) Liens in favor of the Collateral Agent or the Trustee for the benefit of the Collateral Agent, the Trustee and the holder of the Senior Secured Note, which, in each case, secure the Second Priority Claims (as defined in the Intercreditor Agreement) and are subject to the Intercreditor Agreement;

(k) judgment Liens entered prior to the Petition Date that have been stayed or bonded or do not give rise to an Event of Default; and

(l) rights of offset and bankers’ liens in favor of banks and securities intermediaries party to Control Agreements, limited, however to customary account fees and expenses chargeable by such banks and securities intermediaries thereunder in accordance with the terms thereof.

Section 10.3 Limitations on Loans, Advances, Investments and Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person except:

(a) investments (i) in Subsidiaries existing on the Closing Date and (ii) the other loans, advances and investments described on Schedule 10.3 existing on the Closing Date;

(b) investments in Cash Equivalents;

(d) intentionally omitted;

(e) purchases of assets in the ordinary course of business;

(f) loans and advances, including advances for travel and moving expenses, to employees, officers and directors Holdings and its Subsidiaries in the ordinary course of business for bona fide business purposes not in excess of $300,000 at any one time outstanding;

(g) intercompany Indebtedness permitted pursuant to clause (i) of Section 10.1; and

(h) other investments, so long as the aggregate amount of such investments at any one time does not exceed $250,000.

Section 10.4 Limitations on Mergers and Liquidation. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution):

(a) any Wholly-Owned Subsidiary of a Borrower may be merged or consolidated with or into such Borrower (provided that such Borrower shall be the continuing or surviving Person) or with or into any Guarantor (provided that the Guarantor shall be the continuing or surviving Person);

(b) any Wholly-Owned Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Borrower or any other Wholly-Owned Subsidiary (provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be a Borrower or Guarantor);

Section 10.5 Limitations on Asset Dispositions. Make any Asset Disposition (including the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction) except:

(a) sales approved by the Bankruptcy Court and, to the extent such sales include all or part of the Collateral on which the Administrative Agent shall have (or is supposed to have) a Lien, the Administrative Agent shall have consented in writing to such sale or sales or the proceeds of such sales are sufficient to indefeasibly repay the Obligations in full.

(b) the sale of inventory in the ordinary course of business;

(d) transfer of assets permitted pursuant to Section 10.4;

(e) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;

(f) intentionally omitted;

(g) Liens, investments, dividends and distribution, leases and licenses not prohibited by the provisions of this Agreement; or

(h) additional Asset Dispositions not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $500,000 during the term of this Agreement.

Section 10.6 Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any of its Capital Stock, or make any distribution of cash, property or assets among the holders of its Capital Stock, or make any change in its capital structure except as otherwise permitted hereunder.

Section 10.7 Limitations on Issuance of Capital Stock. Issue any Capital Stock of any Subsidiary of Holdings to any Person other than Holdings or another Subsidiary of Holdings (but in each case, with notice to the Administrative Agent).

Section 10.8 Transactions with Affiliates. Directly or indirectly (a) make any loan or advance to, or purchase or assume any note or other obligation to or from, any of its officers, directors, shareholders or other Affiliates, or to or from any member of the immediate family of any of its officers, directors, shareholders or other Affiliates, or subcontract any operations to any of its Affiliates or (b) enter into, or be a party to, any other transaction not described in clause (a) above with any of its Affiliates other than:

(i) transactions permitted by any of Sections 10.3, 10.4, 10.6 and 10.7;

(ii) transactions existing on the Closing Date and described on Schedule 10.8;

(iii) employment agreements and normal compensation (including bonuses) and reimbursement of reasonable expenses of officers and directors; and

(iv) other transactions in the ordinary course of business on terms as favorable as would be obtained by it on a comparable arms-length transaction with an independent, unrelated third party as determined in good faith by the board of directors of Holdings.

Section 10.9 Certain Accounting Changes; Organizational Documents; Equity Holder Agreements. (a) Change its Fiscal Year end, or make any change in its accounting treatment and reporting practices except as required by GAAP, (b) amend, modify or change its articles of incorporation (or corporate charter or other similar organizational documents) or amend, modify or change its bylaws (or other similar documents) in any manner materially adverse in any respect to the rights or interests of the Lenders or (c) amend, modify or change any term or provision of any of the Equity Holder Agreements in any manner adverse in any respect to the rights or interests of the Lenders.

Section 10.10 Amendments; Prepayments and Optional Redemptions of Senior Secured Notes.

(a) Other than as provided for in a Reorganization Plan consistent with the requirements thereof as set forth in the Loan Documents and the Financing Orders approved by Administrative Agent and Lenders in their reasonable discretion (it being acknowledged that the Reorganization Plan attached as Exhibit C to the Commitment Letter, as modified with blackline changes and bracketed points to be addressed as indicated, is acceptable to the Administrative Agent and the Lenders), amend or modify (or permit the modification or amendment of) any of the terms or provisions of the Senior Secured Notes, the Senior Secured Notes Indenture or any other material document, instrument or agreement executed and delivered by any Credit Party in connection therewith.

(b) Cancel, forgive, make any voluntary prepayment on, or optionally redeem or acquire for value (including by way of defeasance) the Senior Secured Notes.

Section 10.11 Restrictive Agreements. Enter into any Indebtedness which contains any negative pledge on assets or any covenants more restrictive than the provisions of Articles VIII and IX hereof, or which restricts, limits or otherwise encumbers its ability to incur Liens on or with respect to any of its assets or properties other than the assets or properties securing such Indebtedness.

(a) Enter into or permit to exist any agreement which prohibits the ability of any Subsidiary to make any payments or transfer any of its assets, directly or indirectly, to any Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments other than:

(i) the Credit Agreement and the other Loan Documents;

(ii) customary non-assignment provisions of any lease of any Subsidiary of Holdings to the extent such provisions restrict the transfer of the lease or the property leased thereunder;

(iii) restrictions on the transfer of assets subject to any Permitted Lien;

(iv) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business; and

(v) the Senior Secured Notes Indenture.

(b) Enter into or permit to exist any agreement (other than the Intercreditor Agreement) which prohibits the ability of any Credit Party to amend or otherwise modify any Loan Document.

Section 10.12 Nature of Business. Alter in any material respect the character or conduct of the business conducted by Holdings and its Subsidiaries as of the Closing Date.

Section 10.13 Impairment of Security Interests. Take or omit to take any action, which might or would have the result of materially impairing the security interests in favor of the Administrative Agent with respect to the Collateral or grant to any Person (other than the Administrative Agent for the benefit of itself and the Lenders pursuant to the Security Documents) any interest whatsoever in the Collateral, except for Permitted Liens and asset sales permitted under Section 10.5 or as provided in the Intercreditor Agreement.

Section 10.14 Chapter 11 Claims. Incur, create, assume, suffer to exist or permit any administrative expense or claim (whether now existing or hereafter arising, of any kind or nature whatsoever) which is superior to or pari passu with the Liens granted to the Administrative Agent, on behalf of the Lenders, by this Agreement, the Pre-Petition Financing Documents, the other Loan Documents or the Financing Orders.

Section 10.15 No Modification; No Priming Lenders Claims. Directly or indirectly, seek, consent to, suffer to exist or permit (i) any modification, stay, vacation or amendment to either Financing Order, unless the Administrative Agent has consented to such modification, stay, vacation or amendment in writing, (ii) a priority claim for any administrative expense or unsecured claim (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses of the kind specified in the Bankruptcy Code, including Sections 105(a), 326, 328, 330, 331, 503(a), 503(b), 506(c) (subject to the terms of and effective upon entry of the Final Financing Order), 507, 546(c), 546(d), 726, 1113 and 1114 of the Bankruptcy Code) equal or superior to the Superpriority Claim of the Administrative Agent and the Lenders in respect to the Obligations, except for the Carve-Out; or (iii) any Lien on any Collateral, having a priority equal or superior to the Lien in favor of the Administrative Agent in respect of the Obligations, except for the Carve-Out and Permitted Liens securing Senior Claims and as permitted in the Intercreditor Agreement.

ARTICLE XI.

DEFAULT AND REMEDIES

Section 11.1 Events of Default. Each of the following shall constitute an Event of Default, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment or order of any court or any order, rule or regulation of any Governmental Authority or otherwise;

(a) Default in Payment of Principal of Loans and Reimbursement Obligations. Any Borrower or any other Credit Party shall default in any payment of principal of any Loan or Reimbursement Obligation when and as due (whether at maturity, by reason of acceleration or otherwise).

(b) Other Payment Default. Any Borrower or any other Credit Party shall default in the payment when and as due (whether at maturity, by reason of acceleration or otherwise) of interest on any Loan or Reimbursement Obligation or the payment of any other Obligation, and such default shall continue for a period of three (3) Business Days.

(i) any of the Bankruptcy Cases is dismissed, is converted to a case under Chapter 7 of the Bankruptcy Code, or a trustee is appointed in any of the Bankruptcy Cases;

(ii) any Borrower or any other Credit Party shall fail to comply with any material order of the Bankruptcy Court in any material respect;

(iii) except as otherwise agreed to by the Administrative Agent, the bringing of a motion by any Credit Party, or any other Person obtains an order (whether oral or written, interim or final, and whether or not entered on the docket of the Bankruptcy Court) adverse to the Administrative Agent or the Lenders, in the Bankruptcy Case, to obtain additional financing under Section 364 of the Bankruptcy Code, to use cash collateral of the Lenders under Section 363 of the Bankruptcy Code, or to recover from the Administrative Agent, the Lenders or any portion of the Collateral, any costs or expenses of preserving or disposing of such Collateral under Section 506(c) (subject to the terms of and effective upon entry of the Final Financing Order), Section 552 of the Bankruptcy Code, or otherwise;

(iv) any Credit Party seeks to, or any other Person obtains an order (whether oral or written, interim or final, and whether or not entered on the docket of the Bankruptcy Court) adverse to the Administrative Agent or the Lenders to, incur Indebtedness that is secured by a Lien with priority equal to or superior to the Liens of the Administrative Agent or which is given super-priority administrative expense status under Bankruptcy Code Section 364(c)(i);

(v) notice is given of a sale under Section 363 of the Bankruptcy Code of all or part of the post-petition Collateral as to which Administrative Agent and Lenders are not proposed to be paid in full, or with respect to which the Administrative Agent has not provided its prior written consent;

(vi) the Bankruptcy Court shall enter an order granting relief from or modifying the automatic stay of Section 362 of the Bankruptcy Code (A) to allow any creditor to execute upon or enforce a Lien on any Collateral, or (B) with respect to any Lien of, or the granting of any Lien on, any Collateral to any state or local environmental or regulatory agency or authority, which in either case would have a Material Adverse Effect on (1) any Credit Party’s ability to repay the Obligations hereunder in accordance with the terms hereof or (2) the Collateral or the Administrative Agent’s Liens granted hereunder on the Collateral or the priority of such Liens;

(vii) an order is entered by the Bankruptcy Court appointing, or any Credit Party or any other Person files an application for an order seeking the appointment of, without the prior written consent of the Administrative Agent, a trustee, or an examiner with enlarged powers relating to the execution of the business (i.e., powers beyond those set forth in Sections 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code;

(viii) an order is entered by the Bankruptcy Court, without the prior written consent of the Administrative Agent, (A) permitting any administrative expense or any claim (now existing or hereafter arising, of any kind or nature whatsoever) to have administrative priority as to any Credit Party equal or superior to the priority of the Administrative Agent with respect to the Obligations, except for any Carve-Out agreed to by the Administrative Agent in any Financing Order or adequate protection granted to the Administrative Agent and/or Lenders under any Financing Order, or (B) granting or permitting the granting of a Lien on the Collateral other than a Permitted Lien;

(ix) any Credit Party fails to file a Reorganization Plan containing a provision for termination of this Agreement, the indefeasible repayment in full, in cash of the Obligations of the Credit Parties and providing the Administrative Agent and each of the Lenders and various of their affiliated and related parties, a full and complete release of any and all claims and causes of action with respect to the Administrative Agent, each of the Lenders and each of their respective Affiliates, Subsidiaries, agents, attorneys, employees with respect to any matters arising out of or relating to the Obligations, this Agreement, the Loan Documents,

the Pre-Petition Credit Agreement, and the other matters contemplated thereby or relating thereto specifically, or the Bankruptcy Cases in general, within the exclusivity period provided in Section 1121 of the Bankruptcy Code;

(x) an order is entered by the Bankruptcy Court confirming a Reorganization Plan in the Bankruptcy Case which does not (i) contain a provision for termination of this Agreement and the indefeasible payment in full in cash of all Obligations of the Credit Parties under this Agreement and the other Loan Documents (including, for these purposes, any Pre-Petition Financing Documents) on or before the effective date of such plan or plans, and (ii) provide for the continuation of the Liens and security interests granted to the Administrative Agent (and maintains the priorities of such Liens and security interests) until such plan effective date, unless the Obligations have been indefeasibly paid in full, in cash, and this Agreement and all other Loan Documents have been terminated;

(xi) any Credit Party seeks to, or any other Person obtains an order (whether oral or written, interim or final, and whether or not entered on the docket of the Bankruptcy Court) adverse to the Administrative Agent or the Lenders to, invalidate, reduce or otherwise impair the Liens or security interests of the Administrative Agent, or any claims or rights against such Person, or to subject any of the Collateral to assessment pursuant to Section 506(c), 552(b), or otherwise, of the Bankruptcy Code, or pursuant to other Applicable Law;

(xii) any Lien or security interest created by this Agreement, the other Loan Documents or the Financing Order shall, for any reason, cease to be valid;

(xiii) any Credit Party commences any action, or any other Person obtains an order (whether oral or written, interim or final, and whether or not entered on the docket of the Bankruptcy Court) adverse to the Administrative Agent or the Lenders, which contests any provision of any of this Agreement, the other Loan Documents, Financing Order, or the validity, perfection, priority, nonavoidability or enforceability of any of the Liens and security interests of the Administrative Agent or the Lenders, as applicable;

(xiv) the Bankruptcy Court (or any other court of competent jurisdiction) shall enter any order (i) suspending, superseding, revoking, reversing, staying, vacating, rescinding, modifying, supplementing or otherwise amending either Financing Order, this Agreement or any other Loan Document (except as otherwise approved by Administrative Agent in writing), or (ii) granting or permitting the grant of a Lien on the Collateral other than Permitted Liens;

(xv) the entry of an order in any of the Bankruptcy Cases avoiding or requiring repayment of any portion of the payments made on account of the Obligations owning under the Pre-Petition Credit Agreement, this Agreement or the other Loan Documents or the filing by any Credit Party (or supporting of another Person in filing) of any pleading seeking any of the foregoing relief; or

(xvi) the failure of any Credit Party to perform, keep, or observe any of the covenants, conditions, agreements or obligations of such Credit Party under the applicable Financing Order.

(d) The occurrence of a Termination Date (as defined in the Restructuring Support Agreement) of the Restructuring Support Agreement.

(e) Misrepresentation. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Borrower or any other Credit Party herein, in any other Loan Document, or in any document delivered by or on behalf of any Borrower or any other Credit Party herein in connection herewith or therewith that is subject to materiality or Material Adverse Effect qualifications, shall be incorrect or misleading in any respect when made or deemed made, or any representation, warranty, certification or statement of fact made or deemed made by or on behalf of such Borrower or such other Credit Party herein, any other Loan Document, or in any document delivered by or on behalf of any Borrower or any other Credit Party herein in connection herewith or therewith that is not subject to materiality or Material Adverse Effect qualifications, shall be incorrect or misleading in any material respect when made or deemed made.

(f) Default in Performance of Certain Covenants. Any Borrower or any other Credit Party shall default in the performance or observance of any covenant or agreement contained in (i) Section 8.1(a) or (b) and such default continues for a period of five (5) days, (ii) Section 8.1(e) and such default continues for a period of five (5) days or (iii) Section 8.2 or 8.5 or Article X.

(g) Default in Performance of Other Covenants and Conditions. Any Borrower or any other Credit Party shall default in the performance or observance of any other term, covenant, condition or agreement contained in this Agreement (other than as specifically provided for otherwise in this Section) or any other Loan Document and such default shall continue for a period of fifteen (15) days after written notice thereof has been given to Administrative Borrower by the Administrative Agent.

(h) Hedging Agreement. Any Borrower or any other Credit Party shall enter into any Hedging Agreement.

(i) Indebtedness Cross-Default. Any Borrower or any other Credit Party shall (i) default in the payment of any Indebtedness (other than the Loans or any Reimbursement Obligation) the aggregate outstanding amount of which post-petition Indebtedness is in excess of $500,000 beyond the period of grace if any, provided in the instrument or agreement under which such Indebtedness was created, (ii) default in the observance or performance of any other agreement or condition relating to any post-petition Indebtedness (other than the Loans or any Reimbursement Obligation) the aggregate outstanding amount of which Indebtedness is in excess of $500,000 or contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, any such Indebtedness to become due prior to its stated maturity (any applicable grace period having expired) or (iii) any such post-petition Indebtedness shall be declared due and payable, or required to be prepaid, mandatorily redeemed or repurchased prior to the stated maturity thereof.

(j) Other Cross-Defaults. Any Borrower or any other Credit Party shall default in the payment when due, or in the performance or observance, of any obligation or condition of any Material Contract post-petition unless, but only as long as, the existence of any such default is being contested by such Borrower or such other Credit Party in good faith by appropriate proceedings and adequate reserves in respect thereof have been established on the books of such Borrower or such other Credit Party to the extent required by GAAP.

(k) Change in Control. Any Change in Control shall occur.

(l) Failure of Agreements. Any of the following shall occur: (i) any Note, or any provision of this Agreement or any Loan Document that is a guaranty, security agreement, pledge agreement or other document or instrument evidencing the Obligations or granting any Lien to secure the Obligations shall, for any reason, not be valid and binding on the Credit Party signatory thereto, or not be in full force and effect, or shall be declared to be null and void; or (ii) the validity or enforceability of any Loan Document or any Lien created thereunder shall be contested by any Credit Party; or (iii) any Credit Party shall deny in writing that it has any or further liability or obligation under its respective Loan Documents; or (iv) any property of any Credit Party constituting Collateral is not subject to a perfected security interest and Lien, having the priority provided for in the Loan Documents (and subject to Permitted Liens) in favor of Administrative Agent.

(m) Termination Event. The occurrence of any of the following events: (i) a contribution failure sufficient to give rise to a Lien under Section 302(f) of ERISA, (ii) an accumulated funding deficiency in excess of $500,000 occurs or exists, whether or not waived, with respect to any Pension Plan, (iii) a Termination Event or (iv) any Credit Party or any ERISA Affiliate as employers under one or more Multiemployer Plans makes a complete or partial withdrawal from any such Multiemployer Plan and the plan sponsor of such Multiemployer Plans notifies such withdrawing employer that such employer has incurred a withdrawal liability requiring payments in an amount exceeding $1,000,000.

(n) Judgment. A judgment or order for the payment of money in excess of $500,000 or which causes the aggregate amount of all such judgments to exceed $500,000 (to the extent not covered by independent third party insurance as to which the insurer does not dispute coverage) in any Fiscal Year shall be entered against any Borrower or any other Credit Party after the Petition Date by any court and such judgment or order shall continue without having been discharged, vacated or stayed for a period of thirty (30) days after the entry thereof.

(o) Environmental. Any one or more Environmental Claims shall have been asserted against any Borrower or any other Credit Party; any Borrower and any other Credit Party would be reasonably likely to incur liability as a result thereof; and such liability would be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.

(p) Loss of Assets. Any of the following shall have occurred: (i) a final non-appealable order is issued by any Governmental Authority, including the FCC, any applicable PUC, or the United States Justice Department, requiring any Credit Party to divest a material portion of its assets pursuant to any antitrust, restraint of trade, unfair competition, industry regulation, or similar Applicable Laws, or (ii) any Governmental Authority shall condemn, seize, or otherwise appropriate, or take custody or control of all or a material portion of the assets of any Credit Party;

(q) Loss of License. Any of the following shall have occurred if the effect thereof would be reasonably expected to cause a Material Adverse Effect; (i) any License whether presently existing or hereafter granted to or obtained by any Credit Party shall expire without renewal or be suspended or revoked, or (ii) any Credit Party shall become subject to any injunction or other order affecting or which may affect such Credit Party’s present or proposed operations under any such License;

(r) Failure to Comply; Expiration of License. Any Credit Party shall fail to comply in any respect with the Communications Act, or any rule or regulation promulgated by the FCC or any applicable PUC, and such failure would reasonably be expected to cause a Material Adverse Effect; or any License or authorization constituting authorizations, permits or licenses of any Credit Party material to the operation of the business of such Credit Party, has expired or shall expire without having been renewed or shall be canceled or impaired, and such expiration, cancellation or impairment would reasonably be expected to cause a Material Adverse Effect;

(s) Failure to Operate. (i) any Credit Party shall fail to operate its business for any period of time which, in the aggregate, would reasonably be expected to cause a Material Adverse Effect or (ii) any Substantial Portion shall not, for any reason (including loss of an FCC License or otherwise) be operating for a period in excess of thirty (30) days. For purposes of this Section 11.1(s), “Substantial Portion” means any portion of the telecommunications system of the Credit Parties that has generated, for the most recently completed twelve-month period, in excess of 5% of the gross revenues of the Credit Parties.

Section 11.2 Remedies. Upon the occurrence of an Event of Default, notwithstanding the provisions of Section 362 of the Bankruptcy Code, and without any further application, motion or notice to, or order from the Bankruptcy Court, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Administrative Borrower:

(a) Acceleration: Termination of Facilities. Terminate the Revolving Credit Commitment and declare the principal of and interest on the Loans and the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents (including all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented or shall be entitled to present the documents required thereunder) and all other Obligations, to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrowers to request borrowings or Letters of Credit thereunder.

(b) Letters of Credit. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to

the preceding paragraph, the Borrowers shall, jointly and severally, at such time deposit with the Administrative Agent for credit to the L/C Cash Collateral Account an amount equal to 105% of the aggregate then undrawn and unexpired amount of such Letters of Credit (to the extent not already so funded as a result of the prior occurrence of an L/C Collateral Event, as contemplated by Article III herein). Amounts held in such L/C Cash Collateral Account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such L/C Cash Collateral Account shall be returned to the Borrowers.

(c) Rights of Collection. Exercise on behalf of the Lenders all of its other rights and remedies under this Agreement, the other Loan Documents and Applicable Law, in order to satisfy all of the Borrowers’ Obligations, including all remedies provided under the UCC; and, pursuant to the Financing Orders, the automatic stay of Section 362 of the Bankruptcy Code shall be modified and vacated (at the Administrative Agent’s election) to permit the Administrative Agent to exercise its remedies under this Agreement and the Loan Documents, without further application or motion to, or order from, the Bankruptcy Court; provided, however, notwithstanding anything to the contrary contained herein, the Administrative Agent shall be permitted to exercise any remedy in a nature of a liquidation of, or foreclosure on, any interest of the Credit Parties in the Collateral only upon seven (7) days (or five (5) days with respect to the use of cash collateral) prior written notice) (except to the extent that the court approves a shorter notice period) to the Borrowers, the United States Trustee for the Southern District of New York, and any counsel approved by the Bankruptcy Court for the Creditors’ Committee (the “Remedies Notice Period”); provided, further, however, that during such Remedies Notice Period, (i) the Credit Parties may not challenge or object to or file any motions attempting to limit the remedies of the Administrative Agent and the Lenders hereunder, other than to take any and all actions necessary to cure (to the extent curable) such Event of Default to the Administrative Agent’s satisfaction, and (ii) the Credit Parties shall have no right to use or seek to use the Collateral or request or obtain Loans; provided, further, if the Bankruptcy Court does not determine that an Event of Default has not occurred, and the Event of Default has not been waived in writing by the Administrative Agent, upon the expiration of such Remedies Notice Period, the Administrative Agent shall have relief from the automatic stay without further notice or order as set forth herein.

(d) Assistance of Credit Parties. Upon the occurrence of an Event of Default and the exercise by the Administrative Agent of its rights and remedies under this Agreement and the other Loan Documents, the Credit Parties shall use commercially reasonable efforts to assist the Administrative Agent and the Lenders in effecting a sale or other disposition of the Collateral upon such terms as are designed to maximize the proceeds obtainable from such sale or other disposition; such assistance shall include, (if so requested), filing any motions under Sections 363 or 365 or any other applicable provisions of the Bankruptcy Code to authorize the transfer of all or any portion of the Collateral or otherwise assume and assign any lease or executory contract included therein.

Section 11.3 Rights and Remedies Cumulative; Non-Waiver; etc. The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist at law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the Borrowers, and other Credit Party, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents, or to constitute a waiver of any Event of Default.

Section 11.4 Crediting of Payments and Proceeds. In the event that the Borrowers shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 11.2, all payments received by the Administrative Agent and the Lenders upon the Obligations and all net proceeds from the enforcement of the Obligations shall be applied:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such and each Issuing Bank in its capacity as such (ratably among the Administrative Agent and such Issuing Banks in proportion to the respective amounts described in this clause First payable to them);

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders, including attorney fees (ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them);

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations (including any termination payments and any accrued and unpaid interest thereon) (ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them);

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Reimbursement Obligations (ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them);

Fifth, to the Administrative Agent for the account of each applicable Issuing Bank, to cash collateralize any L/C Obligations then outstanding in an amount equal to 105% of the amount of such L/C Obligations (but only to the extent of any deficiency in the L/C Cash Collateral Account at such time); and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by Law.

Section 11.5 Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Credit Party, including the Bankruptcy Cases, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 3.3, 5.3 and 13.3) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 5.3 and 13.3.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization (including any Reorganization Plan), arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

ARTICLE XII.

THE ADMINISTRATIVE AGENT

Section 12.1 Appointment and Authority. Each of the Lenders and each Issuing Bank hereby irrevocably appoints CIT to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and each Issuing Bank, and neither any Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of such provisions.

Section 12.2 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender

and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Credit Party or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

Section 12.3 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law; and

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Party or Affiliate thereof that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 13.2 and Section 11.2) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Administrative Borrower, a Lender or a Issuing Bank.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Section 12.4 Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for a Borrower or another Credit Party), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 12.5 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Section 12.6 Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders, each Issuing Bank and the Administrative Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the Borrowers’ consent (such consent not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and each Issuing Bank and without the consent of the Borrowers, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Administrative Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or each Issuing Bank under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor

Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 13.2 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Section 12.7 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent, or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Section 12.8 Intentionally Omitted.

Section 12.9 Collateral and Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion,

(a) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the ratable benefit of itself and the Lenders, under any Loan Document (i) upon repayment of the outstanding principal of and all accrued interest on the Loans and Reimbursement Obligations, payment of all outstanding fees and expenses hereunder, the termination of the Revolving Credit Commitment and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) subject to Section 13.2, if approved, authorized or ratified in writing by the Required Lenders;

(b) to subordinate or release any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Permitted Lien; and

(c) to release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section.

ARTICLE XIII.

MISCELLANEOUS

Section 13.1 Notices.

(a) Method of Communication. Except as otherwise provided in this Agreement, all notices and communications hereunder shall be in writing (for purposes hereof, the term “writing” shall include information in electronic format such as electronic mail and internet web pages), or by telephone subsequently confirmed in writing. Any notice shall be effective if delivered by hand delivery or sent via electronic mail, posting on an internet web page, telecopy, recognized overnight courier service or certified mail, return receipt requested, and shall be presumed to be received by a party hereto (i) on the date of delivery if delivered by hand or sent by electronic mail, posting on an internet web page, telecopy, (ii) on the next Business Day if sent by recognized overnight courier service and (iii) on the third Business Day following the date sent by certified mail, return receipt requested. A telephonic notice to the Administrative Agent as understood by the Administrative Agent will be deemed to be the controlling and proper notice in the event of a discrepancy with or failure to receive a confirming written notice.

(b) Addresses for Notices. Notices to any party shall be sent to it at the following addresses, or any other address as to which all the other parties are notified in writing.


If to the Administrative		Broadview Networks Holdings, Inc.
Borrower:		000 Xxxxxxxxxxx Xxxxxx
		0xx Xxxxx – Xxxxx X000
		Xxx Xxxxx, Xxx Xxxx 00000
		Attention: General Counsel
		Telecopy No.: 914.742.5818

with a copy to:		Xxxxxxx Xxxx & Xxxxxxxxx LLP
		000 Xxxxxxx Xxxxxx
		Xxx Xxxx, Xxx Xxxx 00000
		Attention: Xxxxxxx Xxxxxx, Esquire
		or Xxxxxx Xxxxxxxxxx, Esquire

		Telephone No.: 000.000.0000
		Telecopy No.: 212.728.9228


If to Administrative Agent or		The CIT Group/Business Credit, Inc.
initial Issuing Bank:		00 Xxxx 00xx Xxxxxx
		Xxx Xxxx, Xxx Xxxx 00000
		Attention: Portfolio Manager

With a copy to:		Xxxxxxxx Ronon Xxxxxxx & Xxxxx
		0000 Xxxxxx Xxxxxx, Xxxxx 0000
		Xxxxxxxxxxxx, XX 00000
		Attention: Xxxx X. Xxxxxxxxx, Esquire
		Telephone No.: 000.000.0000
		Telecopy No.: 215.564.8120

If to any Lender:		To the address set forth on the Register

(c) Administrative Agent’s Office. The Administrative Agent hereby designates its office located at the address set forth above, or any subsequent office which shall have been specified for such purpose by written notice to the Administrative Borrower and Lenders, as the Administrative Agent’s Office referred to herein, to which payments due are to be made and at which Loans will be disbursed and Letters of Credit requested.

Section 13.2 Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrowers; provided, that no amendment, waiver or consent shall:

(a) extend or increase the Revolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 11.2) or the amount of Loans of any Lender without the written consent of such Lender;

(b) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

(c) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrowers to pay interest at the rate set forth in Section 5.1(c) during the continuance of an Event of Default;

(d) (i) change Section 5.4 in a manner that would alter the pro rata sharing of payments required thereby or (ii) change Section 11.4 in a manner that would alter the order of application of amounts prepaid pursuant thereto, in each case, without the written consent of each Lender directly affected thereby;

(e) change Section 13.10 in manner that would further restrict the assignment provisions thereunder, without the written consent of each Lender;

(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

(g) release any Guarantor from the Guaranty Agreement (other than as authorized in Section 12.9), without the written consent of each Lender;

(h) release all or substantially all of the Collateral or release any Security Document (other than as authorized in Section 12.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender;

(i) permit any Extension of Credit to be made if after giving effect thereto the aggregate amount of Extensions of Credit would exceed the Borrowing Base Amount for more than sixty (60) consecutive days or exceed one hundred and ten percent (110%) of the Borrowing Base Amount without the written consent of each Lender; or

(j) increase the Advance Rates above the Advance Rates in effect on the Closing Date without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank in addition to the Lenders required above, affect the rights or duties of such Issuing Bank under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; and (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended without the consent of such Lender.

Notwithstanding the foregoing, the Administrative Agent may at its discretion and without the consent of the Required Lenders or the Borrowers, (i) voluntarily permit the outstanding Extensions of Credit at any time to exceed the Borrowing Base Amount and the Revolving Credit Commitments so long as the aggregate amount of all outstanding Extensions of Credit does not exceed the lesser of (A) one hundred and ten percent (110%) of the Borrowing Base Amount and (B) $27,500,000, for up to thirty (30) consecutive days and (ii) increase the Additional Reserves (which increases, the Borrowers acknowledge, may limit or restrict the Extensions of Credit requested by the Borrowers). For purposes of clause (i) of the immediately preceding sentence, the discretion granted to the Administrative Agent hereunder shall not preclude involuntary overadvances that may result from time to time due to the fact that the Borrowing Base Amount was unintentionally exceeded for any reason, including if Collateral previously deemed to be “Eligible Receivables” becomes ineligible, collections of Receivables applied to reduce outstanding Extensions of Credit are thereafter returned for insufficient funds

or overadvances are made to protect or preserve the Collateral. In the event the Administrative Agent involuntarily permits the outstanding Extensions of Credit to exceed the Borrowing Base Amount by more than ten percent (10%), the Administrative Agent shall decrease such excess in as expeditious a manner as is practicable under the circumstances and not inconsistent with the reason for such excess. Extensions of Credit made after the Administrative Agent has determined the existence of involuntary overadvances shall be deemed to be involuntary overadvances and shall be decreased in accordance with the preceding sentence.

Section 13.3 Expenses; Indemnity.

(a) Costs and Expenses. Each Borrower and each other Credit Party, jointly and severally, shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit issued or to be issued by it or any demand for payment thereunder, (iii) reasonable fees and disbursements incurred by the Administrative Agent or the Administrative Agent on behalf of Lenders in connection with any appraisals of Collateral, field examinations, collateral analysis or monitoring or other business analysis conducted by outside Persons in connection with this Agreement and all related agreements (provided, however, that so long as no Event of Default shall be in existence, the Credit Parties shall be obligated to pay for no more than one (1) appraisal and two (2) collateral audits per calendar year) and (iv) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or any Issuing Bank (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or such Issuing Bank), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or any Issuing Bank, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, including the Bankruptcy Case Expenses.

(b) Indemnification. Each Borrower and each other Credit Party, jointly and severally, shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims (including any Environmental Claims or civil penalties or fines assessed by OFAC), damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), other than Taxes which shall be governed solely by Section 5.11, and shall, jointly and severally, indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be

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employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any applicable Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Claim related in any way to the Borrower or any of its Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Credit Party, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including any Environmental Claims or civil penalties or fines assessed by OFAC), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including reasonable attorneys’ and consultant’s fees, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Borrower or any other Credit Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c) Reimbursement by Lenders. To the extent that any Borrower or any other Credit Party for any reason fails to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank or such Related Party, as the case may be, such Lender’s Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or any Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or such Issuing Bank in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7.

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, no Borrower or other Credit Party shall assert, and each Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, speculative, exemplary, consequential or punitive damages (as opposed to direct or actual

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damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(e) Payments. All amounts due under this Section shall be payable promptly after demand therefor.

Section 13.4 Right of Set-off. If an Event of Default shall have occurred and be continuing and subject to Section 5.6, each Lender, each Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such Issuing Bank, or any such Affiliate to or for the credit or the account of any Borrower or any other Credit Party against any and all of the obligations of such Borrower or such other Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Borrower or such other Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender or such Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, each Issuing Bank, and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank, or their respective Affiliates may have. Each Lender and each Issuing Bank agrees to notify the Administrative Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Section 13.5 Governing Law.

(a) Governing Law. This Agreement and the other Loan Documents, unless expressly set forth therein, shall be governed by, and construed in accordance with, the law of the State of New York and, as applicable, the Bankruptcy Code.

(b) Submission to Jurisdiction. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Borrower or any other Credit Party or its properties in the courts of any jurisdiction. If (i) any of Bankruptcy Cases is dismissed, (ii) the Bankruptcy Court abstains from hearing any actions or proceedings arising in connection with this Agreement, any of the other Loan Documents, the existing Financing Documents or (or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Loan Documents, the Pre-Petition Financing Documents, or the transactions related hereto or thereto) or (iii) the Bankruptcy Court refuses to exercise jurisdiction over any

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actions or proceedings arising in connection with this Agreement, any of the other Loan Documents or the Pre-Petition Financing Documents (or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Loan Documents or the transactions related hereto or thereto), then all actions or proceedings in any way, manner or respect, arising out of or from or related to this Agreement, the Pre-Petition Financing Documents or the other Loan Documents or the Collateral shall be litigated in courts of the State of New York, City of New York and the United States District Court for the Southern District of New York and any appellate court thereof. Each of the Credit Parties hereby consents and submits to the jurisdiction of any local, state or federal courts located within said city and state. Each of the Credit Parties hereby waives any right it may have to transfer or change the venue of any litigation brought against any Credit Party by the Lenders in accordance with this section.

(c) Waiver of Venue. Each Borrower and each other Credit Party irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Service of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 13.1. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.

Section 13.6 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 13.7 Reversal of Payments. To the extent any Borrower or any other Credit Party makes a payment or payments to the Administrative Agent for the ratable benefit of the Lenders or the Administrative Agent receives any payment or proceeds of the collateral which payments or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the

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extent of such payment or proceeds repaid, the Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or proceeds had not been received by the Administrative Agent.

Section 13.8 Injunctive Relief; Punitive Damages.

(a) Each Borrower recognizes that, in the event such Borrower or any other Credit Party fails to perform, observe or discharge any of its obligations or liabilities under this Agreement or any other Loan Document, any remedy of law may prove to be inadequate relief to the Lenders. Therefore, each Borrower (on behalf of itself and the other Subsidiaries) agrees that the Lenders, at the Lenders’ option, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

(b) The Administrative Agent, the Lenders, each Borrower (on behalf of itself and the other Subsidiaries) hereby agree that no such Person shall have a remedy of punitive or exemplary damages against any other party to a Loan Document and each such Person hereby waives any right or claim to punitive or exemplary damages that they may now have or may arise in the future in connection with any Dispute, whether such Dispute is resolved through arbitration or judicially.

Section 13.9 Accounting Matters. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Holdings or the Required Lenders shall so request, the Administrative Agent, the Lenders and Holdings shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) Holdings shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

Section 13.10 Successors and Assigns; Participations.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither any Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Loans at the time owing to it); provided that

(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitment, together with the Loans at the time owing to it and such assigning Lender’s participations in all outstanding Letters of Credit, or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Revolving Credit Commitment, together with the Loans at the time owing to it and such assigning Lender’s participations in all outstanding Letters of Credit (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $2,000,000, in the case of any assignment in respect of the Revolving Credit Facility unless (A) such assignment is made to an existing Lender, an Affiliate thereof or an Approved Fund with respect to a Lender or (B) the Administrative Agent and so long as no Default or Event of Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed);

(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Revolving Credit Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis;

(iii) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent and each Issuing Bank unless the Person that is the proposed assignee is itself a Lender with a Revolving Credit Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and

(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

If the consent of the Borrowers to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment threshold specified in this Section), the Borrowers shall be deemed to have given their consent ten (10) Business Days after the date notice thereof has been delivered by the assigning Lender (through the Administrative Agent) to the Administrative Borrower, unless such consent is expressly refused by the Borrowers in writing prior to such tenth Business Day.

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Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.8, 5.9, 5.10, 5.11 and 13.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.

(c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at one of its offices in New York, New York, a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Credit Commitment of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than (i) a natural person, (ii) a Credit Party or an Affiliate or Subsidiary thereof or (iii) a Competitor) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or modification described in Section 13.2 that directly affects such Participant. Subject to paragraph (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 5.8, 5.9, 5.10 and 5.11 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.4 as though it were a Lender, provided that such Participant agrees to be subject to Section 5.6 as though it were a Lender.

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(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 5.10 and 5.11 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.11 unless the Administrative Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 5.11(e) as though it were a Lender.

(f) Certain Pledges. Any Lender (or, subject to Section 13.10(g), any SPC) may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) SPCs. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) the option to provide all or any part of any Advance that such Granting Lender would otherwise be obligated to make pursuant to this Agreement, provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Extension of Credit, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Extension of Credit, the Granting Lender shall be obligated to make such Extension of Credit pursuant to the terms hereof. The making of an Extension of Credit by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Extension of Credit were made by such Granting Lender. Each party hereto hereby agrees that (i) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, (ii) no SPC shall be entitled to the benefits of Sections 5.10 and 5.11 (or any other increased costs protection provision) and (iii) the Granting Lender shall for all purposes, including the approval of any amendment or waiver of any provision of any Loan Document, remain the Lender of record hereunder. Notwithstanding anything to the contrary contained in this Agreement, any SPC may (i) with notice to, but without prior consent of, the Borrowers and the Administrative Agent and without paying any processing fee therefor, assign all or any portion of its interest in any Extension of Credit to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Extensions of Credit to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC. This subsection (g) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Extensions of Credit are being funded by the SPC at the time of such amendment.

Section 13.11 Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, trustees, officers, employees and agents,

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including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed and agree to keep such Information confidential), (b) to the extent requested by, or required to be disclosed to, any rating agency, or regulatory or similar authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies under this Agreement or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section and solely for the enumerated purpose, to (i) any purchasing Lender, proposed purchasing Lender, Participant or proposed Participant, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Borrower and its obligations, (iii) to an investor or prospective investor in an Approved Fund, (iv) to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in an Approved Fund in connection with the administration, servicing and reporting on the assets serving as collateral for an Approved Fund, or (v) to a nationally recognized rating agency that requires access to information regarding the Credit Parties, the Loans and Loan Documents in connection with ratings issued with respect to an Approved Fund, (g) with the consent of the Borrowers, (h) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information customarily found in such publications, or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than a Borrower or (j) to governmental regulatory authorities in connection with any regulatory examination of the Administrative Agent or any Lender or in accordance with the Administrative Agent’s or any Lender’s regulatory compliance policy if the Administrative Agent or such Lender deems necessary for the mitigation of claims by those authorities against the Administrative Agent or such Lender or any of its subsidiaries or affiliates. For purposes of this Section, “Information” means all information received from any Credit Party relating to any Credit Party or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by any Credit Party; provided that, in the case of information received from a Credit Party after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 13.12 Administrative Borrower. Each Borrower hereby irrevocably appoints Holdings as the borrowing agent and attorney-in-fact for all Borrowers (the “Administrative Borrower”), which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (i) to provide the Administrative Agent with all notices with respect to Loans and all other notices and instructions under this Agreement, (ii) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as

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are reasonably incidental thereto to carry out the purposes of this Agreement and (iii) to receive notices and communications under this Agreement from any Lender on behalf of any Credit Party. Any notices or communications by any Lender to one or more Credit Parties need only be delivered to the Administrative Borrower to satisfy any notice requirement, and each Credit Party agrees that notices received by the Administrative Borrower shall be deemed received by each Credit Party upon the Administrative Borrower’s receipt. The Borrowers hereby jointly and severally agree to indemnify each Lender and hold each Lender harmless against any and all liability, expense, loss or claim of damage or injury, made against any Lender by any Borrower or by any Credit Party or any other third party whosoever, arising from or incurred by reason of any Lender relying on any instructions or notices of the Administrative Borrower or by reason of such Lender delivering notices or communications solely to such Administrative Borrower as provided herein.

Section 13.13 Performance of Duties. Each of the Credit Party’s obligations under this Agreement and each of the other Loan Documents shall be performed by such Credit Party at its sole cost and expense.

Section 13.14 All Powers Coupled with Interest. All powers of attorney and other authorizations granted to the Lenders, the Administrative Agent and any Persons designated by the Administrative Agent or any Lender pursuant to any provisions of this Agreement or any of the other Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as any of the Obligations remain unpaid or unsatisfied, any of the Revolving Credit Commitment remains in effect or the Credit Facility has not been terminated.

Section 13.15 Survival of Indemnities. Notwithstanding any termination of this Agreement, the indemnities to which the Administrative Agent, each Issuing Bank and the Lenders are entitled under the provisions of this Article XII and any other provision of this Agreement and the other Loan Documents shall continue in full force and effect and shall protect the Administrative Agent, each Issuing Bank and the Lenders against events arising after such termination as well as before.

Section 13.16 Titles and Captions. Titles and captions of Articles, Sections and subsections in, and the table of contents of, this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement.

Section 13.17 Severability of Provisions. Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 13.18 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same agreement.

109

Section 13.19 Integration. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any direct conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof. Notwithstanding the foregoing, in the event any direct conflict exists between the terms and conditions of this Agreement and/or any of the Loan Documents and the specific terms and conditions of any Financing Order, the terms and conditions of the applicable Financing Order shall prevail. Nothing set forth in this Agreement shall require the Credit Parties to act or fail to act in a manner that would violate the Bankruptcy Code or any order of the Bankruptcy Court, without prejudice to the Administrative Agent’s ability to declare the occurrence of an Event of Default based upon such action or failure to act.

Section 13.20 Term of Agreement. This Agreement shall remain in effect from the Closing Date through and including the date upon which all Obligations arising hereunder or under any other Loan Document shall have been indefeasibly and irrevocably paid and satisfied in full and the Revolving Credit Commitment has been terminated. No termination of this Agreement shall affect the rights and obligations of the parties hereto arising prior to such termination or in respect of any provision of this Agreement which survives such termination.

Section 13.21 Advice of Counsel, No Strict Construction. Each of the parties represents to each other party hereto that it has discussed this Agreement with its counsel. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

Section 13.22 USA Patriot Act. The Administrative Agent and each Lender hereby notifies the Borrowers that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Credit Party, which information includes the name and address of each Credit Party and other information that will allow such Lender to identify such Credit Party in accordance with the Patriot Act.

Section 13.23 Inconsistencies with Other Documents; Independent Effect of Covenants. Subject to clause (b) below, in the event there is a direct conflict or inconsistency between this Agreement and any other Loan Document (other than the Intercreditor Agreement), the terms of this Agreement shall control; provided that any provision of the Security Documents which imposes additional burdens on the Credit Parties or further restricts the rights of the Credit Parties or gives the Administrative Agent or Lenders additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect.

(a) In the event there is a conflict or inconsistency between the Intercreditor Agreement and any other Loan Document, the terms of the Intercreditor Agreement shall control.

(b) Each of the Borrowers expressly acknowledges and agrees that each covenant contained in Article IX or X hereof shall be given independent effect. Accordingly, no Borrower shall not engage in any transaction or other act otherwise permitted under any covenant contained in Article IX or X if, before or after giving effect to such transaction or act, such Borrower shall or would be in breach of any other covenant contained in Article IX or X.

110

Section 13.24 Market Disclosure. The Credit Parties hereby agree that, on or after the Closing the Administrative Agent or any of its affiliates may, (subject to providing you with a copy thereof at least one business day prior to publication and an opportunity to comment thereon) place “tombstone” advertisements (which may include any of the Credit Parties’ or their affiliates’ trade names or corporate logos and a brief description of this credit facility and the transactions associated herewith in publications or other media of their choice (including without limitation “e-tombstones” published or otherwise circulated in electronic form and related hyperlinks to the Credit Parties’ corporate website) at the Administrative Agent’s own expense. In addition, the Administrative Agent may disclose the information about this credit facility and the transactions associated herewith to market data collectors and similar service providers to the financing community.

[Signature pages to follow]

111

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers, all as of the day and year first written above.


BORROWERS:

BROADVIEW NETWORKS HOLDINGS, INC.
BROADVIEW NETWORKS, INC.
BROADVIEW NETWORKS OF MASSACHUSETTS, INC.
BROADVIEW NETWORKS OF VIRGINIA, INC.
BRIDGECOM INTERNATIONAL, INC.

By:
Name:		[ILLEGIBLE]
Title:		CFO

S-1

The undersigned Guarantors hereby execute this Agreement for the purpose of and intending to be legally bound by the indemnification and other lender protection provisions set forth in in this Agreement which reference and by their terms are intended to bind such Guarantors.


GUARANTORS:

BRIDGECOM HOLDINGS, INC.
TRUCOM CORPORATION
BRIDGECOM SOLUTIONS GROUP, INC.
OPEN SUPPORT SYSTEMS LLC
BROADVIEW NP ACQUISITION CORP.
BV-BC ACQUISITION CORP.
ATX COMMUNICATIONS, INC.
CORECOMM-ATX, INC.
ATX LICENSING, INC.
ATX TELECOMMUNICATIONS SERVICES OF VIRGINIA, LLC
CORECOMM COMMUNICATIONS, LLC
EUREKA BROADBAND CORPORATION
EUREKA HOLDINGS, LLC
EUREKA NETWORKS, LLC
INFOHIGHWAY COMMUNICATIONS CORPORATION
ARC NETWORKS, INC.
EUREKA TELECOM, INC.
A.R.C. NETWORKS, INC.
INFO-HIGHWAY INTERNATIONAL, INC.
EUREKA TELECOM OF VA, INC.
XXX-X.XXX INC.
INFOHIGHWAY OF VIRGINIA, INC.
DIGICOM, INC.



		By:
		Name:		[ILLEGIBLE]
		Title:		CFO

S-2


	AGENTS AND LENDERS:

	THE CIT GROUP/BUSINESS CREDIT, INC., as the Administrative Agent

	By:
	Name:	Xxxxxx Xxxxxxx
	Title:	Assistant Vice President

Revolving Credit Commitment: $25,000,000	THE CIT GROUP/BUSINESS CREDIT, INC., as a Lender

	By:
	Name:	Xxxxxx Xxxxxxx
	Title:	Assistant Vice President

S-3

SCHEDULE 4.1(b)

Senior Claims

Schedule 10.2 is incorporated by reference.

SCHEDULE 7.1(a)

Jurisdictions of Organization and Qualification


Name of Obligor/Chief Executive Office and Principal Place of Business	Jurisdiction of Organization	Tax ID Number

Broadview Networks Holdings, Inc. 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	Delaware	00-0000000

Broadview Networks, Inc. 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	New York	00-0000000

BV-BC Acquisition Corporation 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	Delaware	00-0000000

Broadview NP Acquisition Corp. 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	Delaware	00-0000000

OPEN SUPPORT SYSTEMS LLC 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	Connecticut	00-0000000

ATX Communications, Inc. 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	Delaware	00-0000000

Eureka Broadband Corporation 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	Delaware	00-0000000

Broadview Networks of Virginia, Inc. 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	Virginia	00-0000000

Broadview Networks of Massachusetts, Inc. 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	Delaware	00-0000000

BridgeCom Holdings, Inc. 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	Delaware	00-0000000

CoreComm Communications, LLC 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	Delaware	00-0000000

Eureka Holdings, LLC 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	Delaware	00-0000000

BridgeCom International, Inc. 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	Delaware	00-0000000

BridgeCom Solutions Group, Inc. 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	Delaware	00-0000000


Name of Obligor/Chief Executive Office and Principal Place of Business	Jurisdiction of Organization	Tax ID Number

TruCom Corporation 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	New York	00-0000000

Digicom, Inc. 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	Ohio	00-0000000

CoreComm-ATX, Inc. 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	Delaware	00-0000000

Eureka Telecom, Inc. 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	New York	00-0000000

Eureka Telecom of VA, Inc. 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	Virginia	00-0000000

ATX Licensing, Inc. 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	Delaware	00-0000000

Eureka Networks, LLC 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	Delaware	00-0000000

InfoHighway Communications Corporation 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	Delaware	00-0000000

ATX Telecommunication Services of Virginia, LLC 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	Delaware	00-0000000

InfoHighway of Virginia, Inc. 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	Virginia	00-0000000

A.R.C. Networks, Inc. 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	New York	00-0000000

xxx-x.xxx inc. 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	New Jersey	00-0000000

Info-Highway International, Inc. 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	Texas	00-0000000

ARC Networks, Inc. 000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000	Delaware	00-0000000

Foreign Qualifications:

Entity

Incorporated

Foreign Jurisdictions

Qualified to do Business

Broadview Networks

Delaware

Arizona


Entity	Incorporated	Foreign Jurisdictions Qualified to do Business
Holdings, Inc.		California
		Colorado
		Connecticut
		Delaware
		Florida
		Georgia
		Illinois
		Kentucky
		Maryland
		Massachusetts
		Michigan
		New Jersey
		New York
		North Carolina
		Ohio
		Oregon
		Pennsylvania
		Rhode Island
		Tennessee
		Texas
		Xxxxxxxx
		Xxxxxxxxxx
		Washington D.C.
Broadview Networks, Inc.	New York	Arizona
		Arkansas
		California
		Colorado
		Connecticut
		Delaware
		Florida
		Georgia
		Idaho
		Illinois
		Indiana
		Iowa
		Kansas
		Kentucky
		Louisiana
		Maine Maryland
		Massachusetts
		Michigan
		Minnesota
		Mississippi


Entity	Incorporated	Foreign Jurisdictions Qualified to do Business
		Missouri
		Montana
		Nebraska
		Nevada
		New Hampshire
		New Jersey
		New Mexico
		New York
		North Carolina
		North Dakota
		Ohio
		Oklahoma
		Oregon
		Pennsylvania
		Rhode Island
		South Carolina
		South Dakota
		Tennessee
		Texas
		Utah
		Vermont
		Washington
		Washington D.C.
		West Virginia
		Wisconsin
		Wyoming
Broadview NP Acquisition Corp.	Delaware	Connecticut
		Delaware
		Maine
		New Hampshire
		New Jersey
		New York
		Pennsylvania
		Rhode Island
		Tennessee*
		Utah*
		Vermont
		Virginia
		Washington D.C.
		West Virginia
Open Support Systems LLC	Connecticut	Connecticut
		New York


Entity	Incorporated	Foreign Jurisdictions Qualified to do Business
Broadview Networks of Massachusetts, Inc.	Delaware	Delaware
Broadview Networks of Virginia, Inc.	Virginia
BV-BC Acquisition Corporation	Delaware	Delaware
BridgeCom Holdings, Inc.	Delaware	Delaware
		New York
BridgeCom International, Inc.	Delaware	Connecticut
		Delaware
		Maine
		Massachusetts
		New Jersey
		New York
		Pennsylvania
		Rhode Island
		Texas*

BridgeCom Solutions Group, Inc.	Delaware	Connecticut
		Delaware
		Maryland
		Massachusetts
		New Hampshire
		New Jersey
		New York
		Pennsylvania
		Rhode Island
		Virginia
		Washington D.C.
TruCom Corporation	New York
A.R.C. Networks, Inc.	New York	Connecticut
		Delaware
		Louisiana*
		Maine
		Maryland


Entity	Incorporated	Foreign Jurisdictions Qualified to do Business
		Massachusetts
		New Hampshire
		New Jersey
		New York
		Pennsylvania
		Rhode Island
		Tennessee*
		Texas*
		Utah*
		Vermont
		Virginia
		Washington D.C.
ARC Networks, Inc.	Delaware	Delaware
		Massachusetts
		New York
ATX Communications, Inc.	Delaware	Delaware
ATX Licensing, Inc.	Delaware	Arizona*
		Delaware
		Connecticut
		Louisiana*
		Maine
		Maryland
		Massachusetts
		New Hampshire
		New Jersey
		New York
		Pennsylvania
		Rhode Island
		Texas*
		Utah*
		Vermont
		Virginia
		Washington D.C.
		West Virginia
ATX Telecommunication	Delaware	Delaware
Services of Virginia, LLC
		Virginia
CoreComm-ATX, Inc.	Delaware	Arizona*
		Connecticut
		Delaware
		Louisiana*
		Maine
		Massachusetts
		New Hampshire


Entity	Incorporated	Foreign Jurisdictions Qualified to do Business
		New Jersey
		New York
		Pennsylvania
		Rhode Island
		Tennessee* Utah*
		Vermont
		Virginia
		Washington D.C.
		West Virginia
CoreComm Communications, LLC	Delaware	Massachusetts
		New Jersey
		New York
		Pennsylvania
		Virginia
		Washington D.C.
Digicom, Inc.	Ohio
Eureka Broadband Corporation	Delaware	Delaware
		New Jersey
		New York
		Pennsylvania
Eureka Holdings, LLC	Delaware	Delaware
		Michigan
		Pennsylvania
Eureka Networks, LLC	Delaware	Delaware
		New Jersey
		New York
Eureka Telecom, Inc.	New York	Connecticut
		Delaware
		Maine
		Maryland
		Massachusetts
		New Hampshire
		New Jersey
		New York
		Pennsylvania
		Rhode Island
		Texas*
		Vermont
		Washington D.C.
Eureka Telecom of VA, Inc.	Virginia	Virginia


Entity	Incorporated	Foreign Jurisdictions Qualified to do Business
InfoHighway	Delaware	Delaware
Communications Corporation
		New York
Info-Highway International, Inc.	Texas	Texas
		Utah
InfoHighway of Virginia, Inc.	Virginia	Virginia
xxx-x.xxx inc.	New Jersey	New York
		Pennsylvania
TruCom Corporation		New Jersey
		New York

*	The entity is in the process of removing this foreign qualification.

SCHEDULE 7.1(b)

Subsidiaries and Capitalization

Organizational Chart: See Attached.


Name	Shares Issued	Owner

BV-BC Acquisition Corporation	100 shares	Broadview Networks Holdings, Inc.

Broadview NP Acquisition Corp.	1,000 shares	Broadview Networks Holdings, Inc.

Broadview Networks, Inc.	1,000 shares	Broadview Networks Holdings, Inc.

BridgeCom Holdings, Inc.	1,190,000 shares	BV-BC Acquisition Corporation

BridgeCom International, Inc.	1,000 shares	BridgeCom Holdings, Inc.

TruCom Corporation	8,000,000 shares	BridgeCom Holdings, Inc.

BridgeCom Solutions Group, Inc.	1,000 shares	BridgeCom International, Inc.

Broadview Networks of Massachusetts, Inc.	100 shares	Broadview Networks, Inc.

Broadview Networks of Virginia, Inc.	5,000 shares	Broadview Networks, Inc.

Digicom, Inc.	750 shares	CoreComm Communications, LLC

CoreComm-ATX, Inc.	1,500 shares	CoreComm Communications, LLC

ATX Licensing, Inc.	1,000 shares	CoreComm-ATX, Inc.

A.R.C. Networks, Inc.	200 shares	InfoHighway Communications Corporation

Eureka Broadband Corporation	1,000 shares	Broadview Networks Holdings, Inc.

Eureka Telecom, Inc.	1,000 shares	Eureka Holdings, LLC


Name	Shares Issued	Owner

Eureka Telecom of VA, Inc.	100 shares	Eureka Holdings, LLC

InfoHighway Communications Corporation	1,000 shares	ARC Networks, Inc.

InfoHighway of Virginia, Inc.	5,000 shares	InfoHighway Communications Corporation

SCHEDULE 7.1(f)

Tax

Tax audits


State	Company	Tax	Years

VA	Broadview Networks of Virginia, Inc.	Communications	1/1/07 - 12/31/09
VA	CoreComm-ATX, Inc.	Communications	1/1/07 - 12/31/09
VA	Eureka Telecom of VA, Inc.	Communications	1/1/07 - 12/31/09

PA	CoreComm-ATX, Inc.	Sales	1/1/07 - 8/31/09

RI	Broadview Networks, Inc.	Sales	6/1/08 to 6/1/11

NY	Broadview Networks, Inc.	Sales	12/1/04 - 11/30/08

NY	Broadview Networks, Inc.	Excise / Franchise	1/1/04 - 12/31/08

NY	Eureka Networks, LLC / Eureka Broadband Corporation	Sales	3/1/06 - 8/31/08

SCHEDULE 7.1(i)

ERISA plans


Provider		Coverage

ADP		Flexible Spending Accounts

Aetna HealthCare		Dental Insurance

AFLAC		Voluntary Programs: Cancer, Accident, Hospital, Disability Income, Intensive Care

Xxxxxxxxx, XxXxxx & Associates		Employee Assistance Program

CareMark		Prescription Drug Program (IBX Only)

Chartis		Business Travel Accident Insurance

C.N.A.		Workers’ Compensation

Independence Blue Cross (IBX)		Medical Insurance

Legal Shield		Legal Services, Identity Theft

Liberty Mutual		Group Savings Plan: Auto, Home, Tenant

Lincoln Financial		Short Term Disability

Principal Financial Group		401(k) Retirement Savings Plan

Qualified Transportation Benefits (QTB)		Commuting & Parking Programs

The Standard		Long Term Disability

United Healthcare		Medical, Vision, Life, AD&D

Great-West Life Assurance Company		Medical, Dental, Vision, Short Term Disability and Life Insurance (Ottawa, Canada)

RBC Life Insurance Company		Long Term Disability, Accidental Death & Dismemberment and Employee Assistance Program EAP (Ottawa, Canada)

SCHEDULE 7.1(l)

Licenses

None.

SCHEDULE 7.1(m)

Labor and Collective Bargaining Agreements

None.

SCHEDULE 7.1(q)

Deposit and Securities Accounts


Bank	Entity	Account Number

Citibank, N.A.	Broadview Networks, Inc.	38674481

0000 Xxxxxxxx Xxxxxxxxx, XX 00000	Broadview Networks, Inc.	09963276
0000 Xxxxxxxx Xxxxxxxxx, XX 00000	Broadview Networks, Inc.	09963268

	Broadview Networks, Inc.	39922352

	Broadview Networks, Inc.	49571189

	Broadview Networks, Inc.	49571226

	Broadview Networks, Inc.	9937549378

	Broadview Networks, Inc.	9937552139

	Broadview Networks, Inc.	0000000000

	Broadview Networks, Inc.	9946878237

	Bridgecom International, Inc.	38674502

	Bridgecom International, Inc.	68015479

	Bridgecom International, Inc.	49571170

	Bridgecom Solutions Group, Inc.	68015540

	Bridgecom Solutions Group, Inc.	38674529

	Broadview Networks Holdings, Inc.	39920672

	CoreComm-ATX, Inc.	9973402496

	CoreComm-ATX, Inc	38675986

	Eureka Networks, LLC	9975348489

	Eureka Networks, LLC	38675978

	ARC Networks, Inc.	9977624678


Bank	Entity	Account Number

UBS Financial Services Inc.	Broadview Networks, Inc.	WP31503

000 Xxxxxxxxxxx Xxxxxx
0xx Xxxxx
Xxxxx Xxxxxx, XX 00000

SCHEDULE 7.1(r)

Real Property

Leased Property:


Broadview Networks Holdings, Inc. Real Estate Leases Street Address		Lessee

000 0^xx Xxx., 0^xx Xxxxx, Xxx Xxxx, XX 00000		Broadview Networks, Inc.
000 0^xx Xxx., 00^xx Xxxxx, Xxx Xxxx, XX 00000		Broadview Networks, Inc.
0000 X. 0^xx Xxx., Xxxx xx Xxxxxxx, XX 00000		Broadview Networks, Inc.
000 X. 00^xx Xx., Xxx Xxxx, XX 00000		Broadview Networks, Inc.
0000 Xxxxxx Xxx, Xx. Xxxxxx, XX 00000		Broadview Networks, Inc.
0000 Xxxxx Xxxx., Xxxxxx, XX 00000		Broadview Networks, Inc.
Three Xxxxxxxxxx Xxxxxxxxxx, Xxxxxxxx, XX 00000		Broadview Networks, Inc.
000 Xxxxxxx Xxx., Xxxxxxxxxxx, XX 00000		Broadview Networks, Inc.
000 Xxxxxxxx Xx., Xxxxxx, XX 00000		Broadview Networks, Inc.
000 Xxxxxxxxxx Xx., Xxxxx 000, Xxxxxx, XX 00000		Broadview Networks, Inc.
0000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000		Broadview Networks, Inc.
0000 Xxxxxxx Xx., 0^xx Xxxxx, Xxxxxx, XX 00000		Broadview Networks, Inc.
000 Xxxxxxxx Xx., 0^xx Xxxxx, Xxxxxxxx, XX 00000		Broadview Networks, Inc.
0 Xxxxx Xxxx, Xxxxxx, XX X0X 0X0 Xxxxxx		Broadview Networks, Inc.
00-00 Xxxxxxxx Xxxx., Xxxx Xxxxxx Xxxx, XX 00000		Broadview Networks, Inc.
000 Xxxxxxxxxx Xxx., Xxxxxxxxxxx, XX 00000		Broadview Networks, Inc.
000 Xxxxxxxxxx Xxx., Xxxxxxxxxxx, XX 00000		Broadview Networks, Inc.
000 Xxxxxx Xxxx Xxxxx, Xxxxx 000, Xxxxxxx, XX 00000		Broadview Networks, Inc.
0000 Xxxxxx Xxxx, Xxxxxxx, XX 00000		Broadview Networks, Inc.
000 Xxxxxxxxxxx Xxx., Xxx Xxxxx, XX 00000		Broadview Networks, Inc.
000 Xxxxxxxxxxx Xx., Xxxxxxxxxx, XX 00000		Broadview Networks, Inc.
000 X. Xxxxx Xx., Xxxxxxxxxxxx, XX 00000		Broadview NP Acquisition Corp.
000 X. Xxxxx Xx., Xxxxxxxxxxxx, XX 00000		CoreComm Communications, LLC
000 Xxxxxxx, 0 Xxxxxxxxx Xxxx, Xxxxxxx, XX 00000		Open Support Systems, LLC

Collocations:


LSO Name	Address	City	State
Xxxxxx Xx	19 NEW XXXXXX XX	Albany	NY
Albany - State St	158 STATE ST	Albany	NY
Xxxxxxxxxx Xxx	0000 XXXXXXXXXX	Xxxxxx	NY
Allentown	000 XXXX XXXXXX XXXXXX	Xxxxxxxxx	XX


LSO Name	Address	City	State
Ambler	00 X XXXXXX XXXXXX X	Xxxxxx	XX
Amherst	0000 XXXXXXXXXXX XXX	Xxxxxxx	XX
Ardmore	000 XXXX XXXXXXXXX XXX	Xxxxxxx	XX
Babylon	00 XXXXXX X XXXX XX	Xxxxxxx	XX
Bala-Cynwyd	000 XXXXXXXX XXXX XX	Xxxx-Xxxxxx	XX
Bailey	0000 XXXXXX XX	Xxxxxxx	XX
Elmwood	000 XXXXXXX	Xxxxxxx	XX
Franklin	00 XXXXXXXX XX., 0XX XX	Xxxxxxx	XX
Hertel	935 HERTEL	Buffalo	NY
Main	0000 XXXX XX	Xxxxxxx	XX
South Park	0000 X XXXX XX	Xxxxxxx	XX
Bethlehem	000 X XXX XX	Xxxxxxxxx	XX
Brighton	00 XXXX XX	Xxxxxxxx	XX
Brookline	00 XXXXXX XX	Xxxxxxxxx	XX
Xxxxxxxxx	00 X XXXXXX XX	Xxxxxxxxx	XX
Xxxxxxxxx - Xxxxxxxx	000 X XXXXXXX XX	Xxxxxxxxx	XX
Xxxxx	0000 X XXXXXXX XX	Xxxxxxxxx	XX
Berlin	00 XXXXXXXX XX	Xxxxxx	XX
Braintree	000 XXXXXXXXXX XX	Xxxxxxxxx	XX
Bristol	000 XXXX XX	Xxxxxxx	XX
Brockton	00 XXXXXXXX XX	Xxxxxxxx	XX
Brentwood	0000 XXXXXXX XXX	Xxxxxxxxx	XX
Bryn Mawr	0000 X XXXXXXXXX XXX	Xxxx Xxxx	XX
Belvidere - Back Bay	00 XXXXXXXXX XX	Xxxxxx	XX
Bowdoin	0 XXXXXXX XX	Xxxxxx	XX
Franklin	000 XXXXXXXX XX	Xxxxxx	XX
Xxxxxxxx	0 XXXXXXXX XXX	Xxxxxx	XX
Burlington	0 XXXXXXX XX	Xxxxxxxxxx	XX
Burlington	000 XXXX XX	Xxxxxxxxxx	XX
Bay Shore	00 XXXXXX XXX	Xxx Xxxxx	XX
Chevy Chase	4533 STANFORD ST	Chevy Chase	MD
Churchville	0000 XXXXXXXXX XXXX	Xxxxxxxxxxx	XX
Collingswood	000 XXXXXX XX	Xxxxxxxxxxxx	XX
Bent St	000 XXXX XX	Xxxxxxxxx	XX
Xxxx St	00 XXXX XX	Xxxxxxxxx	XX
Camden	00 X 0XX XX	Xxxxxx	XX
Xxxxxxxx - Xxxxxxxx	00 XXXXXXX XX	Xxxxxxxx	XX
Commack	000 XXXXXXX XX	Xxxxxxx	XX
Concord	00 XXXXX XX	Xxxxxxx	XX


XXX Name	Address	City	State
Conshohocken	000 XXXXX XX	Xxxxxxxxxxxx	XX
Canton	000 XXXXXXXXXX XX	Xxxxxx	XX
Cranston	00 XXXXXX XXX	Xxxxxxxx	XX
Cherry Hill	0000 XXXXXX XX	Xxxxxx Xxxx	XX
Dedham	000 XXXXXXXXXX XX	Xxxxxx	XX
Danvers	00 XXXX XX	Xxxxxxx	XX
Dover	00 XXXXX XXXXXX XX	Xxxxx	XX
Dorchester	000 XXXXX XX	Xxxxxxxxxx	XX
Deer Park	00 X 0XX XX	Xxxx Xxxx	XX
Doylestown	000 XXXXX XX	Xxxxxxxxxx	XX
East Boston	00 XXXXXXXX XX	Xxxx Xxxxxx	XX
Eddington	0000 XXXXXX XX	Xxxxxxxx	XX
East Northport	000 XXXXX XXX	Xxxx Xxxxxxxxx	XX
Ewingville-Xxxxxx	0000 XXXXXXXXXX XX	Xxxxxxxxxx-Xxxxxx	XX
East Providence	000 XXXXX XXXXXXXX	Xxxx Xxxxxxxxxx	XX
Franklin - Main & Cresent	000 XXXX XX	Xxxxxxxx	XX
Floral Park	000 XXXXXX XXX	Xxxxxx Xxxx	XX
Fall River	000 X XXXX XX	Xxxx Xxxxx	XX
Farmingdale	000 XXXXXXX XX	Xxxxxxxxxxx	XX
Fairfield	00 XXX 00	Xxxxxxxxx	XX
Xxxxxxxxxx	000 XXXXX XXX	Xxxxxxxxxx	XX
Freeport	000 X XXXXX XX	Xxxxxxxx	XX
Glassboro	N DELSEA DR & FOCER	Glassboro	NJ
Gloucester City	0000 XXXXXX XX	Xxxxxxxxxx Xxxx	XX
Glenolden	00 X XXXXXXX XXXX	Xxxxxxxxx	XX
Xxxxxxxxx	000 XXX XXXX XXXXX XXXX	Xxxxxxxx	XX
Garden City	000 XXXXXXXXXX XXXX	Xxxxxx Xxxx	XX
Great Neck	0 XXXXXXX XX	Xxxxx Xxxx	XX
Hackensack	000 XXXXX XX	Xxxxxxxxxx	XX
Hicksville	00 XXXX XXXXXX XX	Xxxxxxxxxx	XX
Haddonfield	00 X XXXXXX XX	Xxxxxxxxxxx	XX
Xxxxxxx	000 XXXXX XX	Xxxxxxx	XX
Hamburg	000 XXXX XX	Xxxxxxx	XX
Hempstead	000 XXXXXX XXX	Xxxxxxxxx	XX
Huntington	00 X 0XX XX	Xxxxxxxxxx	XX
Harrison	RED OAK LA	Harrison	NY
Hatboro	00 X XXXXXXXX XX	Xxxxxxx	XX
Hyannis	00 XXXXX XX	Xxxxxxx	XX
Jenkintown	000 XXXXXXXXX XX	Xxxxxxxxxx	XX


LSO Name	Xxxxxxx	Xxxx	Xxxxx
Xxxxxx	00 XXXXXXX XX	Xxxxxx Xxxx	XX
Summit Ave	000 XXXXXX XX	Xxxxxx Xxxx	XX
King of Prussia	000 XXXXXXXXX XX.	Xxxx Xxxxxxx	XX
Kirklyn	0000 X XXXXXXX XXXX	Xxxxxxx	XX
Larchmont	00 X XXXXX XXXX XX	Xxxxxxxxx	XX
Laurel	000 XXXXXXX XXX	Xxxxxx	XX
Lindenhurst	000 X XXXXXX XX	Xxxxxxxxxxx	XX
Lancaster	57 CENTRAL	Lancaster	NY
Lansdale	000 X XXXXX XX	Xxxxxxxx	XX
Lansdowne	00-00 X XXXXXXXXX XX	Xxxxxxxxx	XX
Laurel Springs	00 XXXXXXXX	Xxxxxx Xxxxxxx	XX
Little Ferry	000 XXXX XX	Xxxxxx Xxxxx	XX
Latham	000 XXXX-XXXXXXXXXXX XXXX	Xxxxxx	XX
Levittown	0000 XXXXXXXX XXXX	Xxxxxxxxx	XX
Lowell	000 XXXXXXXX XX	Xxxxxx	XX
Lawrence	0 XXXXXXXXX XX	Xxxxxxxx	XX
Lexington	00 XXXXXXX XX	Xxxxxxxxx	XX
Lynbrook	0 XXXXXXXXXX XX	Xxxxxxxx	XX
Lynn	00 XXXX XXXX XX	Xxxx	XX
Marlton	00 XXXXX XX	Xxxxxxx	XX
McLean	0000 XXXXX XXXXXX XX	XxXxxx	XX
Mercerville	0000 XXXXXXXXXX XX	Xxxxxxxxxxx	XX
Mineola	00 XXXX XX	Xxxxxxx	XX
Malden	0 XXX XX	Xxxxxx	XX
Mamaroneck	000 X XXXXX XXX	Xxxxxxxxxx	XX
Manchester	00 XXXXXXX XX	Xxxxxxxxxx	XX
Marlboro	0 XXXXX XX	Xxxxxxxx	XX
Morristown	00 XXXXX XX	Xxxxxxxxxx	XX
Massapequa	0000 XXXXXXX XX	Xxxxxxxxxx	XX
Marshallton	0000 XXXXXXX XXX XXX	Xxxxxxxxxxx	XX
Xxxxxxxxxx	000 X XXXX XX	Xxxxxxxxxx	XX
Mount Xxxxx	0 XXXXXXXX XX	Xxxxx Xxxxx	XX
Mount Kisco	000 X XXXX XX	Xx Xxxxx	XX
Mount Xxxxxx	00 X 0 XXX	Xxxxx Xxxxxx	XX
Nashua	000 XXXX XXXXX XX	Xxxxxx	XX
Xxxxx Xxxxxxx	00 XXXXXXX XX	Xxxxx Xxxxxxx	XX
New Bedford	000 XXXXXXXX XXX	Xxx Xxxxxxx	XX
Needham	00 XXXXXXXXX XX	Xxxxxxx	XX
Portage Road	000 XXXXXXX XX	Xxxxxxx Xxxxx	XX


LSO Name	Xxxxxxx	Xxxx	Xxxxx
Xxxxxxxxxx	XXXXXX XXXX 000	Xxxxxxxxxx	XX
Norwood	00 XXXXXX XX	Xxxxxxx	XX
Natick	00 XXXX XXXXXXX XX	Xxxxxx	XX
Newport	00 XXXX XX	Xxxxxxx	XX
New Xxxxxxxx	000 XXXXXXX XX	Xxx Xxxxxxxx	XX
Newark	0 XXXXXXXXXX XX	Xxxxxx	XX
Newark	00 XXXXXXX XX	Xxxxxx	XX
Xxxxxx	000 XXXXXXXXXX XX	Xxxxxx	XX
00xx Xx	000 00 XX	Xxxxxxxx	XX
00xx Xx	0000 00XX XXX	Xxxxxxxx	XX
77th St	0000 XXXXX XX	Xxxxxxxx	XX
Albermale Rd	0000 XXXXXXXXX XX	Xxxxxxxx	XX
Avenue R	0000 XXXXXX X	Xxxxxxxx	XX
Avenue U	0000 X 00XX XX	Xxxxxxxx	XX
Avenue Y	0000 XXXXX XXX	Xxxxxxxx	XX
Bridge St	000 XXXXXX XX	Xxxxxxxx	XX
Clinton Ave	000 XXXXXXX XXX	Xxxxxxxx	XX
Fairview Ave	000 XXXXXXXX XXX	Xxxxxx	XX
14th Ave	0000 XXXXXXXXXX XXX	Xxxxxxxx	XX
Kenmore Pl	0000 XXXXX XXX	Xxxxxxxx	XX
Rockaway	000 XXXXXXXX XXX	Xxxxxxxx	XX
Williamsburg	00 XXXXXXXX XX	Xxxxxxxx	XX
2nd Ave	000 XXXXXX XXX	Xxxxxxxxx	XX
W 18th St	000 X 00 XX	Xxxxxxxxx	XX
00xx Xx	000 X00 XX	Xxxxxxxxx	XX
W 36th St	000 X 00 XX	Xxxxxxxxx	XX
X 00xx Xx	000 X 00 XX	Xxxxxxxxx	XX
W 42nd St	0000 XXX XX XXX XXXXXXXX	Xxxxxxxxx	XX
W 50th St	000 X 00XX XX	Xxxxxxxxx	XX
E 56th St	000 X 00 XX	Xxxxxxxxx	XX
W 73rd St	000 X 00 XX	Xxxxxxxxx	XX
E 79th St	000 X 00XX XX	Xxxxxxxxx	XX
E 97th St	000 X 00XX XX	Xxxxxxxxx	XX
Broad St	000 XXXXX XX	Xxxxxxxxx	XX
Convent Ave	000 XXXXXXX XXX	Xxxxxxxxx	XX
Manhattan Ave	MANHATTAN AVE	Manhattan	NY
Varick St	00 XXXXXX XX	Xxxxxxxxx	XX
Xxxx Xx	000 XXXX XXXXXX	Xxxxxxxxx	XX
Astoria	00-00 00 XX, XXXXXXX	Xxxxxx	XX
Bayside	000-00 00 XXX	Xxxxxx	XX


LSO Name	Address	City	Xxxxx
Xxxxxx Xxxxx	000-00 00 XX, XXXXXX	Xxxxxx	XX
Flushing	000-00 XXXXXXXX XXXX	Xxxxxx	XX
Xxxxxx	199-06 00 XX, XXXXXX	Xxxxxx	XX
XXX	XXXX 000, XXX INT’L AIRPORT	Jamaica	NY
Jamaica	00-00 000XX XX	Xxxxxx	XX
Xxxx Xxxxxx Xxxx	00-00 00 XX, XXXX XXX	Xxxxxx	XX
Laurelton	000-00 000XX XX	Xxxxxx	XX
Newtown	00-00 XXXXXXXX, XXXX	Xxxxxx	XX
000xx Xxxxxx	000-00 000XX XX	Xxxxxx	XX
Xxxxxxxx Xxxx	00-00 000 XX, XXXXXX	Xxxxxx	XX
Forest Ave	000 XXXXXX XXX	Xxxxxx Xxxxxx	XX
Xxxxxx	0000 XXXXXX XXX	Xxxxx	XX
Hoe Ave	0000 XXX XXX	Xxxxx	XX
000xx Xxxxxx	000 X 000XX XX	Xxxxx	XX
Tiebout	0000 XXXXXXX XXX	Xxxxx	XX
Tratman Ave	0000 XXXXXXX XXX	Xxxxx	XX
Ossining	000 XXXX XX	Xxxxxxxx	XX
Paoli	000 XXXXXXXX XX	Xxxxx	XX
Patchogue	00 XXX XXX	Xxxxxxxxx	XX
Chestnut Hill	0000 XXXXXXXXXX XXX	Xxxxxxxxxxxx	XX
Xxxxx	0000 X XXXXX XX	Xxxxxxxxxxxx	XX
Evergreen	0000 XXXXXXXX XX	Xxxxxxxxxxxx	XX
Jefferson	0000 XXXXXX XX	Xxxxxxxxxxxx	XX
Locust	0000 XXXX XX	Xxxxxxxxxxxx	XX
Market	000 XXXX XX	Xxxxxxxxxxxx	XX
Mayfair	0000 XXXXXXX XX	Xxxxxxxxxxxx	XX
Orchard	0000 XXXX XXX	Xxxxxxxxxxxx	XX
Xxxxxxxxxxx	000 X 00XX XX	Xxxxxxxxxxxx	XX
Pilgrim	0000 XXXXXX XXX XXX	Xxxxxxxxxxxx	XX
Regent	0000 XXXXXXX XX	Xxxxxxxxxxxx	XX
Port Jefferson	00 XXXXX XXXXXXX XX	Xxxx Xxxxxxxxx	XX
Peekskill	0000 XXXXX XX	Xxxxxxxxx	XX
Plainview	000 XXX XXXXXXX XX	Xxxxxxxxx	XX
Penns Neck	000 XXXXXXXXXX XX	Xxxxx Xxxx	XX
Princeton	000 XXXXXX XX	Xxxxxxxxx	XX
Providence - Broad	0000 XXXXX XX	Xxxxxxxxxx	XX
Providence - Washington	000 XXXXXXXXXX XX	Xxxxxxxxxx	XX
Passic	000 XXXXXXXX XX	Xxxxxxx	XX
Pleasantville	000 XXXXXX XXX	Xxxxxxxxxxxxx	XX


LSO Name	Address	City	State
Port Xxxxxxx	00 XXXXX XX	Xxxx Xxxxxxx	XX
Portsmouth	00 XXXXXXXXX XX	Xxxxxxxxxx	XX
Xxxxxxxxx	000 XXXXXXXX XX	Xxxxxxxxx	XX
Pottstown	000 XXXX XX	Xxxxxxxxx	XX
Pawtucket	00 XXXX XX	Xxxxxxxxx	XX
Quincy	0000 XXXXXXX XX	Xxxxxx	XX
Ridgewood	000 X XXXXXXXXX XX	Xxxxxxxxx	XX
Rockland	00 XXXXXXX XX	Xxxxxxxx	XX
Montrose	0000 XXXXXXXX XX	Xxxxxxxxx	XX
Rockville	000 XXXXX XX	Xxxxxxxxx	MD
Ronkonkoma	000 XXXXXXX XX	Xxxxxxxxxx	XX
Roslyn	000 XXXXXX XXX	Xxxxxx Xxxxxxx	XX
Roxbury	00 XXXXXXX XX	Xxxxxxx	XX
Salem - MA	00 XXXXXX XX	Xxxxx	XX
Xxxxx - XX	000 XXXXX XXXXXXXX	Xxxxx	XX
Clinton St	000 XXXXXXX XX., 0XX XX	Xxxxxxxxxxx	XX
Stoughton	000 XXXXXXXXXX XX	Xxxxxxxxx	XX
Silver Spring	0000 XXXXXXX XXX	Xxxxxx Xxxxxxx	XX
Smithtown	00 XXXXX XXX	Xxxxxxxxx	XX
Somerville	000 XXXXXXX XX	Xxxxxxxxxx	XX
Springfield	000 XXXXXXXXXXX XX	Xxxxxxxxxxx	XX
Springfield	000 X XXXXXXXX XXX	Xxxxxxxxxxx	XX
Spring Valley	000 X XXXXXXX XXX	Xxxxxx Xxxxxx	XX
Syosset - NWP	00 XXX XX	Xxxxxxx	XX
Electronic Blvd	000 XXXXXXXXXXX XXXX	Xxxxxxxxx	XX
Xxxxx St	0000 XXXXX XX	Xxxxxxxx	XX
Syracuse - State St	000 XXXXX XX., 0XX XX	Xxxxxxxx	XX
Sayville	000 XXXXXXXX XXX	Xxxxxxxx	XX
Tuckahoe	0 XXXXX XX	Xxxxxxxx	XX
Taunton	00 XXXXXXXX XX	Xxxxxxx	XX
Tonawanda	00 XXXXXXX XX XX X	Xxxxxxx	XX
Trenton	000 X XXXXX XX	Xxxxxxx	XX
Trooper	00 XXXXXXXXX XX	Xxxxxxx	XX
Tullytown	0000 XXX XXXXX XX	Xxxxxxxxx	XX
Union City	0000 XXX XXXX XX	Xxxxx Xxxx	XX
Utica - Genesee	000 XXXXXXX XX	Xxxxx	XX
Vineland	000 X XXXXX XX	Xxxxxxxx	XX
Xxxxxxxxxx - XX	000 00XX XX XX	Xxxxxxxxxx	XX
Dupont	0000 00XX XX XX	Xxxxxxxxxx	XX
Washington - GT	0000 XXXXXXXXX XXX XX	Xxxxxxxxxx	XX


LSO Name	Address	City	State
DC Metro	0000 X XX XX	Xxxxxxxxxx	XX
Washington - Midtown	0000 X Xx XX	Xxxxxxxxxx	XX
Wayne	000 X XXXXXXXXX XX	Xxxxx	XX
Westbury	000 XXXXX XX	Xxxxxxxx	XX
West Xxxxxxx	000 X XXXX XX	Xxxx Xxxxxxx	XX
Woodbury	00 XXXXXX XX	Xxxxxxxx	XX
Woodmere - NWP	000 XXXXXXXX XX	Xxxxxxxx	XX
White Plains	000 XXXX XX	Xxxxx Xxxxxx	XX
Wakefield	0 XXXXXXX XX	Xxxxxxxxx	XX
Willow Grove	000 XXX XXXX XX	Xxxxxx Xxxxx	XX
Waltham	00 XXXXXX XX	Xxxxxxx	XX
Wilmington	000 X XXXXXXX XX	Xxxxxxxxxx	XX
Wellesley	00 XXXXXX XXX	Xxxxxxxxx	XX
Winchester	000 XXXX XX	Xxxxxxxxxx	XX
Woonsocket	000 XXXXXXX XX	Xxxxxxxxxx	XX
Wantagh	0000 XXXXXXX XX	Xxxxxxx	XX
Worcester	00 XXXXXXXX XX	Xxxxxxxxx	XX
Warwick	0000 XXXX XXXXX XX	Xxxxxxx	XX
Union	0000 XXXXX XX XXXXXX	Xxxxxxx	XX
Williamsville	00 X XXXXXX XX	Xxxxxxx	XX
Yonkers	00 XXXX XX	Xxxxxxx	XX
Yaphank	YAPHANK MIDDLE ISLAN	Yaphank	NY


LSO Name	Address	City	State
Alexandria	0000 XX XXXXXX XXX	Xxxxxxxxxx	XX
ARLINGTON	0000 X XXXXXX XX	Xxxxxxxxx	XX
Brooklyn	000-00 XXXXXXX XX	Xxxxxxxx	XX
Xxxxxxx Heights	00 XXXXXXXXX XXXX	Xxxxxxx Xxxxxxx	XX
Cockeysville	00 XXXXXX XX	Xxxxxxxxxxxx	XX
Xxxxx - XX	000 X XXXXX XX	Xxxxx	XX
Edison	0000 Xxxxxxx Xxx	Xxxxxx	XX
Elizabeth	0000 X XXXXX XX	Xxxxxxxxx	XX
Essex	0000 XXX XXXXXXX XXX	Xxxxx	XX
Easton	00 X 0XX XX	Xxxxxx	XX
Exton	000 X XXXXXXXXXX XX	Xxxxx	XX
Fairfax	00000 XXX XXX	Xxxxxxx	XX
Freehold	00 X XXXX XX	Xxxxxxxx	XX
Greenwich	00 XXXXXXXX XXXXX	Xxxxxxxxx	XX


Gaithersburg	0 X XXXXXXXXX XX	Xxxxxxxxxxxx	XX
Hammonton	000 X XXXXX XX	Xxxxxxxxx	XX
Harrisburg	000 XXXX XX	Xxxxxxxxxx	XX
Dulles	0000 XXXXXXXX XX	Xxxxxxx	XX
Herndon	0000 XXXXX XX	Xxxxxxx	XX
Sterling	00000 XXXXXXX XXXX XX	Xxxxxxxx	XX
Hazleton	000 X XXXXX XX	Xxxxxxxx	XX
Xxxxxxxxxx	XXX XX 00	Xxxxxxxxxx	XX
Lakewood	000 XXXXXXXXX XX	Xxxxxxxx	XX
Lancaster	000 X XXXX XX	Xxxxxxxxx	XX
Little Falls	00 XXXXX XX	Xxxxxx Xxxxx	XX
Mechanicsburg	00 X XXXX XX	Xxxxxxxxxxxxx	XX
Media	000 X XXXXX XX	Xxxxx	XX
Merchantville	00 X XXXXX XX	Xxxxxxxxxxxxx	XX
Millville	000 XXXX XX	Xxxxxxxxx	XX
Manahawken	00 XXXXXXXX XX	Xxxxxxxxxx	XX
Morrisville	000 XXXXXXXX XXX	Xxxxxxxxxxx	XX
New Brunswick	00 XXXXXXXX XX	Xxx Xxxxxxxxx	XX
Newark	00 XXXXXXXXXX XX	Xxxxxx	XX
Xxxxxx St	00 XXXXXX XX	Xxxxxxxxx	XX
Xxxxxx Xxxxx	0 XX XXXXXX XX	Xxxxxx Xxxxx	XX
Ivy	0000 XXXXXXX XX	Xxxxxxxxxxxx	XX
Pittsburg	000 0XX XX	Xxxxxxxxx	XX
Pikesville	000 XXXXXXXXXXXX XX	Xxxxxxxxxx	XX
Plainfield	000 XXXX XX	Xxxxxxxxxx	XX
Prince Xxxxxxxxx	00 XXXXXX XX	Xxxxxx Xxxxxxxxx	MD
Pleasantville	000 X XXXXXXXXXX XX	Xxxxxxxxxxxxx	XX
Xxxxxxxx Park	00 X XXXXXXX XX	Xxxxxxxx Xxxx	XX
Red Bank	000-000 XXXXX XX	Xxx Xxxx	XX
Reading	000-000 XXXXXXXXXX X	Xxxxxxx	XX
Reston	0000 XXX XXXX XX	Xxxxxx	XX
Rutherford	00 XXXXXX XX	Xxxxxxxxxx	XX
Riverhead	000 XXXXXXXX XXX	Xxxxxxxxx	XX
Southampton	00 XXXXXXXX XX	Xxxxxxxxxxx	XX
Scranton	000 XXXXX XX	Xxxxxxxx	XX
Xxxxxx Point	000 XXX XX	Xxxxxx Xxxxx	XX
Somerville	000 X XXXX XX	Xxxxxxxxxx	XX
Towson	000 XXXX XX	Xxxxxx	XX
Lincoln	000 0XX XX XX	Xxxxxxxxxx	XX
Washington - XX	00 X XX XX	Xxxxxxxxxx	XX
Xxxxxxx	0000 XXXX XX XX	Xxxxxxxxxx	XX


Xxxxxxxxxx-Xxxxxx	000 XXXXXXXXXX XX	Xxxxxxxxxx	XX
Woodbridge	000 Xxxx Xx	Xxxxxxxxxx	XX
Xxxxxx-Xxxxx	000 X Xxxx Xx	Xxxxxx-Xxxxx	XX
Wildwood	0000 XXXXXXX XX	Xxxxxxxx	XX

SCHEDULE 7.1(u)

Litigation

None.

SCHEDULE 10.1

Indebtedness and Guaranty Obligations


Capital Leases August 23, 2012
		Principal Outstanding
Creditor	Asset	Current Portion		Long Term Portion		Total
ICON	Network Equipment	$	1,567,000	$	1,114,000	$	2,636,000
Enterprise*	Vehicles	$	268,000	$	328,000	$	596,000

*	The Enterprise information is approximate, as vehicles are constantly added and retired.

Broadview Networks Holdings, Inc. has guaranteed the performance of Broadview Networks, Inc. under the real property leases for 0000 X. 0xx Xxx. Xxxx xx Xxxxxxx, XX 00000 and 000 X. 00xx Xx., Xxx Xxxx, XX 00000.

SCHEDULE 10.2

Existing Liens

Mitel Networks, Inc. – lien on inventory acquired from Mitel Networks, Inc., proceeds, accounts receivable and contract rights pertaining to inventory acquired from Mitel Networks, Inc.

SCHEDULE 10.3

Existing Loans, Advances and Investments

Investment Accounts:


Entity / Grantor	Type of Account	Name	Address	Account Number	Account Name

Broadview Networks, Inc.	Securities account	UBS Financial Services Inc.	000 Xxxxxxxxxxx Xxxxxx, 0^xx xxxxx Xxxxx Xxxxxx, XX 00000	WP 31503 24	Pledged Account

SCHEDULE 10.8

Transactions with Affiliates

None.

EXHIBIT A

$25,000,000 Debtor in Possession Amended and Restated Credit Agreement

dated as of August 23, 2012

by and among

Broadview Networks Holdings, Inc.,

Broadview Networks, Inc.,

Broadview Networks of Massachusetts, Inc.,

Broadview Networks of Virginia, Inc., and

BridgeCom International, Inc.,

as Borrowers, Debtors and Debtors in Possession,

Various Financial Institutions and Other Persons from time to time parties thereto,

as Lenders,

and

The CIT Group/Business Credit, Inc.,

as Administrative Agent

FORM OF ASSIGNMENT AND ASSUMPTION

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and the parties identified on the Schedules hereto as “Assignees” (collectively, the “Assignees” and each, an “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the DIP Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by each Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignees, and the Assignees hereby irrevocably purchase and assume from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the DIP Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the DIP Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the DIP Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interests”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.


1.	Assignor:

2.	Assignees:	See Schedules attached hereto

3.	Borrowers:	Broadview Networks Holdings, Inc.

		Broadview Networks, Inc.

		Broadview Networks of Massachusetts, Inc.

		Broadview Networks of Virginia, Inc.

		BridgeCom International, Inc.

4.	Administrative Agent:	The CIT Group/Business Credit, Inc., as the administrative agent under the DIP Credit Agreement


5.	Credit Agreement:	$25,000,000 Debtor in Possession Amended and Restated Credit Agreement, dated as of August 23, 2012, by and among the Borrowers, the Lenders who are or may become a party thereto, and the Administrative Agent (as amended restated supplemented or otherwise modified)

6.	Assigned Interest:	See Schedules attached hereto

[7.	Trade Date:	]¹

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

¹	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:


ASSIGNOR
[NAME OF ASSIGNOR]

By:
		Title:

ASSIGNEES

See Schedules attached hereto

SCHEDULE 1

To Assignment and Assumption

By its execution of this Schedule, the Assignee agrees to the terms set forth in the attached Assignment and Assumption.

Assigned Interest:

Facility Assigned²

Aggregate
Amount of
Commitment/
Loans for all
Lenders³

Amount of
Percentage
Commitment/
Loans Assigned³

Percentage
Assigned of
Commitment/
Loans⁴

CUSIP Number


[NAME OF ASSIGNEE]
[and is an Affiliate/Approved Fund of [identify Lender]⁵]

By:
		Title:


[Consented to and] Accepted:⁶

THE CIT GROUP/BUSINESS CREDIT, INC., as Administrative Agent

By
		Title:

²	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”)

³	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

⁴	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

⁵	Select as applicable.

⁶	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

[Consented to:]⁷


BORROWERS:

BROADVIEW NETWORKS HOLDINGS, INC.

By:
Name:
Title:

BROADVIEW NETWORKS, INC.

By:
Name:
Title:

BROADVIEW NETWORKS OF MASSACHUSETTS, INC.

By:
Name:
Title:

BROADVIEW NETWORKS OF VIRGINIA, INC.

By:
Name:
Title:

BRIDGECOM INTERNATIONAL, INC.

By:
Name:
Title:

⁷	To be added only if the consent of the Borrowers is required by the terms of the Credit Agreement.

ANNEX 1

to Assignment and Assumption

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interests, (ii) the Assigned Interests are free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the DIP Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignees. Each Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the DIP Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the DIP Credit Agreement (subject to receipt of such consents as may be required under the DIP Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the DIP Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interests, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the DIP Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own individual credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interests on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the DIP Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interests (including payments of principal, interest,

fees and other amounts) to the Assignor for amounts that have accrued to but excluding the Effective Date and to the Assignees for amounts that have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

EXHIBIT B

$25,000,000 Debtor in Possession Amended and Restated Credit Agreement

dated as of August 23, 2012

by and among

Broadview Networks Holdings, Inc.,

Broadview Networks, Inc.,

Broadview Networks of Massachusetts, Inc.,

Broadview Networks of Virginia, Inc., and

BridgeCom International, Inc.,

as Borrowers, Debtors and Debtors in Possession,

Various Financial Institutions and Other Persons from time to time parties thereto,

as Lenders,

and

The CIT Group/Business Credit, Inc.,

as Administrative Agent

FORM OF BORROWING BASE CERTIFICATE

BORROWING BASE CERTIFICATE

Monthly accounting period ended , 201

Reference is made to the $25,000,000 Debtor in Possession Amended and Restated Credit Agreement, dated as of August 23, 2012 (the “DIP Credit Agreement”) by and among BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation, as debtor and debtor in possession (“Holdings”), BROADVIEW NETWORKS, INC., a New York corporation, as debtor and debtor in possession (“Broadview Networks”), BROADVIEW NETWORKS OF MASSACHUSETTS, INC., a Delaware corporation, as debtor and debtor in possession (“Broadview MA”), BROADVIEW NETWORKS OF VIRGINIA, INC., a Virginia corporation, as debtor and debtor in possession (“Broadview VA”), BRIDGECOM INTERNATIONAL, INC., a Delaware corporation, as debtor and debtor in possession (“Bridgecom International” and, together with Holdings, Broadview Networks, Broadview MA, Broadview VA, and Bridgecom International (each individually a “Borrower” and collectively, the “Borrowers”), the various financial institutions and other Persons from time to time parties thereto (collectively, the “Lenders”), and THE CIT GROUP/BUSINESS CREDIT, INC. (“CIT”), as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the DIP Credit Agreement.

Pursuant to Section 8.2(a) of the DIP Credit Agreement, the undersigned, the [Chief Financial Officer] of Holdings, in its capacity as Administrative Borrower, hereby certifies that, to the best of [his/her] knowledge, attached hereto as Annex 1 is a true and accurate calculation of the Borrowing Base Amount as at the end of the monthly accounting period ended , 201 (the “Calculation Date”) determined in accordance with the requirements of the Credit Agreement. To the extent that any conflict may exist between the provisions or calculations of this certificate and the DIP Credit Agreement, the provisions of the DIP Credit Agreement shall control.

IN WITNESS WHEREOF, the undersigned (in [his/her] corporate, not individual, capacity on behalf of Holdings) has caused this certificate to be duly executed as of the day of , 201 .

Chief Financial Officer

Annex 1

BROADVIEW NETWORKS HOLDINGS, INC.

Borrowing Base Certificate

ELIGIBLE RECEIVABLES¹


1.	The amount, as of the Calculation Date, of all Receivables of each Credit Party arising out of or in connection with the sale, lease or other disposition of inventory or the rendition of services in the ordinary course of such Credit Party’s business, and all guarantees and other security therefor, whether secured or unsecured	$

2.	The amount of all Receivables, if any, included in Item 1 of this Attachment which arise out of a sale made by any Credit Party to a Subsidiary, another Credit Party or an Affiliate of any Credit Party or to a Person controlled by a Subsidiary or an Affiliate of any Credit Party	$

3.	The amount of all Receivables, if any, included in Item 1 of this Attachment which is due or unpaid more than sixty (60) days after the original due date, not to exceed ninety (90) days after the original invoice date	$

4.	The amount of all Receivables, if any, included in Item 1 of this Attachment with respect to which any covenant, representation or warranty contained in the Credit Agreement has been breached	$

5.	The amount of all Receivables, if any, included in Item 1 of this Attachment of any Customer which has (i) applied for, suffered, or consented to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) admitted in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) made a general assignment for the benefit of creditors, (iv) commenced a voluntary case under any state, federal or foreign bankruptcy laws (as now or hereafter in effect), (v) been adjudicated a bankrupt or insolvent, (vi) filed a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesced to, or failed to have dismissed, any petition which is filed against it in any involuntary case under such bankruptcy laws, or (viii) taken any action for the purpose of effecting any of the foregoing	$

¹	Amounts listed in Items 2 through 21 of this Attachment 1 and Item 24 are, in each case, to be listed without duplication.


6.	The amount of all Receivables, if any, included in Item 1 of this Attachment with respect to which the underlying sale is to a Customer outside the United States, unless such sale is on letter of credit, guaranty, acceptance terms or supported by credit insurance	$

7.	The portion of all Receivables, if any, included in Item 1 of this Attachment with respect to which the underlying sale to the Customer is on a xxxx-and-hold basis or is a guaranteed sale or is on a sale-and-return, sale on approval, consignment or any other repurchase or return basis or is evidenced by chattel paper (provided that Receivables that arise from xxxx-and-hold sales with no more than four (4) Customers at any one time (in a maximum aggregate amount of $1,000,000 for such four (4) Customers taken in the aggregate) shall not be excluded from Eligible Receivables under this Item 7 if, with respect to such Receivables, the applicable Credit Party provides the Administrative Agent with a letter to such Credit Party and the Administrative Agent from the applicable Customer which sets forth the agreement of such Customer to pay such Receivables)	$

8.	The amount of all Receivables, if any, included in Item 1 of this Attachment that the Administrative Agent believes, in the good faith exercise of its reasonable judgment, the collection of which is insecure or that such Receivable may not be paid by reason of the Customer’s financial inability to pay	$

9.	The amount of all Receivables, if any, included in Item 1 of this Attachment with respect to which the applicable Customer is the United States, any State thereof, the District of Columbia or any federal or state department, agency or instrumentality (unless (x) in the case of the United States or any agency or instrumentality thereof, the applicable Credit Party assigns its right to payment of such Receivable to the Administrative Agent pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. Section 3727 et seq. and 41 U.S.C. Section 15 et seq.) and (y) in any other case, the applicable Credit Party complies with any other applicable statutes or ordinances)	$

10.	The amount of all Receivables, if any, included in Item 1 of this Attachment with respect to which the goods giving rise to such Receivable have not been shipped and delivered to and accepted by the Customer or the services giving rise to such Receivable have not been performed by the applicable Credit Party and accepted by the Customer or the Receivable otherwise does not represent a final sale²	$


11.	The amount of all Receivables, if any, included in Item 1 of this Attachment which are subject to any offset, deduction, defense, dispute, or counterclaim or the Customer is also a creditor or supplier of any Credit Party or such Receivable is contingent in any respect or for any reason	$

12.	The amount of all Receivables, if any, included in Item 1 of this Attachment with respect to which the applicable Credit Party has made any agreement with any Customer for any deduction therefrom (except for discounts or allowances made in the ordinary course of business for prompt payment, all of which discounts or allowances are reflected in the calculation of the face value of each respective invoice related thereto)	$

13.	The amount of all Receivables, if any, included in Item 1 of this Attachment with respect to which any return, rejection or repossession of the applicable merchandise has occurred	$

14.	The amount of all Receivables, if any, included in Item 1 of this Attachment which is not payable to the applicable Credit Party	$

15.	The amount of all Receivables, if any, included in Item 1 of this Attachment which (i) are with respect to a Customer located in New Jersey, Minnesota, or any other state denying creditors access to its courts in the absence of a business activities report or other similar filing (unless the applicable Credit Party is incorporated under the laws of such state or has either qualified as a foreign corporation authorized to transact business in such state or has filed a business activities report or similar filing with the applicable state agency for the then current year or the Administrative Agent is not in fact denied access to the courts of such jurisdiction) and (ii) the Administrative Agent, in its good faith exercise of its reasonable discretion, deems is not to be Eligible Receivables	$

16.	The portion of such Receivable, if any, included in Item 1 of this Attachment which represents a late fee, finance charge or similar charge (but only such portion of such Receivable that represents such a charge shall not constitute an Eligible Receivable pursuant to this Item 19)	$

17.	The amount of all Receivables, if any, included in Item 1 of this Attachment with respect to which the applicable Credit Party has received an attempted payment in respect of such Receivable by a check that has been returned for insufficient funds	$

The Administrative Agent may in its discretion include such Receivables as “Eligible Receivables”. If the Administrative Agent does not include such Receivables as “Eligible Receivables,” then an amount equal to the amount that has been earned by the Credit Parties in respect of services performed but not yet billed shall be included in this calculation.


18.	The amount of all Receivables, if any, included in Item 1 of this Attachment owed by a Customer whose service has been terminated	$

19.	The portion of such Receivable, if any, included in Item 1 of this Attachment subject to a reserve created by the applicable Credit Party (but only such portion of such Receivable equal to the amount of such reserve shall not constitute an Eligible Receivable pursuant to this Item 19)	$

20.	The amount of all Receivables, if any, included in Item 1 of this Attachment not otherwise satisfactory to the Administrative Agent as determined in good faith by the Administrative Agent in the exercise of its reasonable judgment	$

21.	The amount of all Receivables, if any, included in Item 1 of this Attachment which arise out of a sale made by any Credit Party of inventory acquired from Mitel Networks, Inc.	$

22.	The sum of Items 2 through 21 of this Attachment	$

23.	The excess of Item 1 of this Attachment over Item 22 of this Attachment	$

24.	The amount of all Receivables, if any, included in Item 22 of this Attachment owing to any Credit Party or to the Credit Parties from any single Customer, which Receivables in the aggregate exceed 50% of the amount set forth in Item 22 of this Attachment	$

25.	ELIGIBLE RECEIVABLES: The excess of (a) Item 23 of this Attachment over (b) Item 24 of this Attachment	$

26.	85% of Item 25 of this Attachment	$

27.	TAX RESERVES: The amount, as of the Calculation Date, of all federal, state, local and other taxes, assessments and governmental charges (including any Universal Service Fund charges) or levies upon the Credit Parties and their respective properties, income, profits and assets which are due and payable as of such date (but only if such taxes, assessments and governmental charges or levies are then delinquent)	$

28.	ADDITIONAL RESERVES: The amount, as of the date of determination, of such reserves as the Administrative Agent has reasonably deemed proper and necessary	$

29.	The sum of (a) Item 27 of this Attachment and (b) Item 28 of this Attachment	$

30.	BORROWING BASE AMOUNT: The excess of (a) Item 26 of this Attachment over (b) Item 29 of this Attachment	$

EXHIBIT C

$25,000,000 Debtor in Possession Amended and Restated Credit Agreement

dated as of August 23, 2012

by and among

Broadview Networks Holdings, Inc.,

Broadview Networks, Inc.,

Broadview Networks of Massachusetts, Inc.,

Broadview Networks of Virginia, Inc., and

BridgeCom International, Inc.,

as Borrowers, Debtors and Debtors in Possession,

Various Financial Institutions and Other Persons from time to time parties thereto,

as Lenders,

and

The CIT Group/Business Credit, Inc.,

as Administrative Agent

FORM OF OFFICER’S COMPLIANCE CERTIFICATE

OFFICER’S COMPLIANCE CERTIFICATE

AUGUST , 2012

This Certificate is delivered to you pursuant to Section 6.1(d)(i) of the $25,000,000 Debtor in Possession Amended and Restated Credit Agreement, dated as of August 23, 2012 (the “DIP Credit Agreement”) by and among BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation, as debtor and debtor in possession (“Holdings”), BROADVIEW NETWORKS, INC., a New York corporation, as debtor and debtor in possession (“Broadview Networks”), BROADVIEW NETWORKS OF MASSACHUSETTS, INC., a Delaware corporation, as debtor and debtor in possession (“Broadview MA”), BROADVIEW NETWORKS OF VIRGINIA, INC., a Virginia corporation, as debtor and debtor in possession (“Broadview VA”), BRIDGECOM INTERNATIONAL, INC., a Delaware corporation, as debtor and debtor in possession (“Bridgecom International” and, together with Holdings, Broadview Networks, Broadview MA, Broadview VA, and Bridgecom International (each individually a “Borrower” and collectively, the “Borrowers”), the various financial institutions and other Persons from time to time parties thereto (collectively, the “Lenders”), and THE CIT GROUP/BUSINESS CREDIT, INC. (“CIT”). as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the DIP Credit Agreement. The undersigned hereby confirms that this Certificate is a Loan Document executed pursuant to the DIP Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof.

The undersigned, on behalf of each Credit Party, and not individually, hereby certifies to the Administrative Agent and the Lenders, each as defined in the DIP Credit Agreement referred to below, as follows:

1. Compliance with Warranties, No Default, etc. The following statements are true and correct as of the date hereof (after giving effect to the transactions contemplated by the DIP Credit Agreement):

(a)

All of the representations and warranties contained in the DIP Credit Agreement and Loan Documents are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all (respects); and

(b)

no Default or Event of Default has occurred and is continuing.

2. Affirmative Covenants and Negative Covenants. None of the Credit Parties is in violation of any of the covenants contained in the DIP Credit Agreement or any of the Loan Documents.

3. Closing Conditions. All conditions precedent to be satisfied by the Closing Date as set forth in Article VI of the DIP Credit Agreement (and not otherwise covered by the preceding paragraphs) have been satisfied in all material respects.

WITNESS the following signature as of the day and year first written above.


BORROWERS:

BROADVIEW NETWORKS HOLDINGS, INC.

By:
Name:
Title:

BROADVIEW NETWORKS, INC.

By:
Name:
Title:

BROADVIEW NETWORKS OF MASSACHUSETTS, INC.

By:
Name:
Title:

BROADVIEW NETWORKS OF VIRGINIA, INC.

By:
Name:
Title:

BRIDGECOM INTERNATIONAL, INC.

By:
Name:
Title:

EXHIBIT D

$25,000,000 Debtor in Possession Amended and Restated Credit Agreement

dated as of August 23, 2012

by and among

Broadview Networks Holdings, Inc.,

Broadview Networks, Inc.,

Broadview Networks of Massachusetts, Inc.,

Broadview Networks of Virginia, Inc., and

BridgeCom International, Inc.,

as Borrowers, Debtors and Debtors in Possession,

Various Financial Institutions and Other Persons from time to time parties thereto,

as Lenders,

and

The CIT Group/Business Credit, Inc.,

as Administrative Agent

FORM OF REVOLVING CREDIT NOTE

AMENDED AND RESTATED REVOLVING CREDIT NOTE


$		, 201

FOR VALUE RECEIVED, the undersigned, BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation, as debtor and debtor in possession (“Holdings”), BROADVIEW NETWORKS, INC., a New York corporation, as debtor and debtor in possession (“Broadview Networks”). BROADVIEW NETWORKS OF MASSACHUSETTS, INC., a Delaware corporation, as debtor and debtor in possession (“Broadview MA”), BROADVIEW NETWORKS OF VIRGINIA, INC., a Virginia corporation, as debtor and debtor in possession (“Broadview VA”), BRIDGECOM INTERNATIONAL, INC., a Delaware corporation, as debtor and debtor in possession (“Bridgecom International” and, together with Holdings, Broadview Networks, Broadview MA, Broadview VA, and Bridgecom International (each individually a “Borrower” and collectively, the “Borrowers”), promise to pay to the order of (the “Lender”), at the place and times provided in the DIP Credit Agreement referred to below, the principal sum of DOLLARS ($ ) or, if less, the principal amount of all Revolving Credit Loans made by the Lender from time to time pursuant to that certain Debtor in Possession Amended and Restated Credit Agreement, dated as of August 23, 2012 (the “DIP Credit Agreement”), by and among Borrowers, the various financial institutions and other Persons from time to time parties thereto (collectively, the “Lenders”), and THE CIT GROUP/BUSINESS CREDIT, INC. (“CIT”), as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the DIP Credit Agreement.

The unpaid principal amount of this Revolving Credit Note from time to time outstanding is subject to mandatory repayment from time to time as provided in the DIP Credit Agreement and shall bear interest as provided in Section 5.1 of the DIP Credit Agreement. All payments of principal and interest on this Revolving Credit Note shall be payable in lawful currency of the United States of America in immediately available funds to the account designated in the DIP Credit Agreement.

This Revolving Credit Note is entitled to the benefits of, and evidences Obligations incurred under, the DIP Credit Agreement, to which reference is made for a description of the security for this Revolving Credit Note and for a statement of the terms and conditions on which the Borrowers are permitted and required to make prepayments and repayments of principal of the Obligations evidenced by this Revolving Credit Note and on which such Obligations may be declared to be immediately due and payable.

THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

The Indebtedness evidenced by this Revolving Credit Note is senior in right of payment to all Subordinated Indebtedness referred to in the DIP Credit Agreement.

The Borrowers hereby waive all requirements as to diligence, presentment, demand of payment, protest and (except as required by the DIP Credit Agreement) notice of any kind with respect to this Revolving Credit Note.

This Revolving Credit Note constitutes the amendment and restatement of that certain Revolving Credit Note dated , 2006, in the maximum principal amount of Dollars ($ ) executed by Borrower in favor of Lender (the “Original Note”) and, as such, is secured by all lines, security interests, assignments, pledges, rights and remedies securing the Original Note, and evidences all indebtedness previously advanced and unpaid under the Original Note. Nothing contained herein shall be deemed to constitute a novation, termination, waiver, release, satisfaction, accord or accord and satisfaction of the Original Note or any indebtedness evidenced thereby.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned has executed this Revolving Credit Note under seal as of the day and year first above written.


BORROWERS:

BROADVIEW NETWORKS HOLDINGS, INC.

By:
Name:
Title:

BROADVIEW NETWORKS, INC.

By:
Name:
Title:

BROADVIEW NETWORKS OF MASSACHUSETTS, INC.

By:
Name:
Title:

BROADVIEW NETWORKS OF VIRGINIA, INC.

By:
Name:
Title:

BRIDGECOM INTERNATIONAL, INC.

By:
Name:
Title:

EXHIBIT E

$25,000,000 Debtor in Possession Amended and Restated Credit Agreement

dated as of August 23, 2012

by and among

Broadview Networks Holdings, Inc.,

Broadview Networks, Inc.,

Broadview Networks of Massachusetts, Inc.,

Broadview Networks of Virginia, Inc., and

BridgeCom International, Inc.,

as Borrowers, Debtors and Debtors in Possession,

Various Financial Institutions and Other Persons from time to time parties thereto,

as Lenders,

and

The CIT Group/Business Credit, Inc.,

as Administrative Agent

FORM OF NOTICE OF BORROWING

NOTICE OF BORROWING

Dated as of:

[ ],

as Administrative Agent

[ ],

Attention: [ ],

Ladies and Gentlemen:

This irrevocable Notice of Borrowing is delivered to you pursuant to Section 2.3 of the $25,000,000 Debtor in Possession Amended and Restated Credit Agreement, dated as of August 23, 2012 (the “DIP Credit Agreement”) by and among BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation, as debtor and debtor in possession (“Holdings”), BROADVIEW NETWORKS, INC., a New York corporation, as debtor and debtor in possession (“Broadview Networks”). BROADVIEW NETWORKS OF MASSACHUSETTS, INC., a Delaware corporation, as debtor and debtor in possession (“Broadview MA”), BROADVIEW NETWORKS OF VIRGINIA, INC., a Virginia corporation, as debtor and debtor in possession (“Broadview VA”). BRIDGECOM INTERNATIONAL, INC., a Delaware corporation, as debtor and debtor in possession (“Bridgecom International” and, together with Holdings, Broadview Networks, Broadview MA, Broadview VA, and Bridgecom International (each individually a “Borrower” and collectively, the “Borrowers”), the various financial institutions and other Persons from time to time parties thereto (collectively, the “Lenders”), and THE CIT GROUP/BUSINESS CREDIT, INC. (“CIT”), as administrative agent (in such capacity, the “Administrative Agent”).

1. The Borrowers hereby request that the Lenders make a Revolving Credit Loan to the Borrowers in the aggregate principal amount of $ . (Complete with an amount in accordance with Section 2.3(a) of the DIP Credit Agreement.)

2. The Borrowers hereby request that such Loan be made on the following Business Day: . (Complete with a Business Day in accordance with Section 2.3(a) of the DIP Credit Agreement).

3. The Borrowers hereby request that such Loan bear interest at the following interest rate, plus the Applicable Margin, as set forth below:

4. The principal amount of all Loans and L/C Obligations outstanding as of the date hereof (including the Loan requested herein) does not exceed the maximum amount permitted to be outstanding pursuant to the terms of the DIP Credit Agreement.

5. All of the conditions applicable to the Loan requested herein as set forth in the DIP Credit Agreement have been satisfied (or waived in accordance with the DIP Credit Agreement) as of the date hereof and will remain satisfied (or waived in accordance with the DIP Credit Agreement) to the date of such Loan.

6. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the DIP Credit Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Notice of Borrowing as of the day and year first written above.


BORROWERS:

BROADVIEW NETWORKS HOLDINGS, INC.

By:
Name:
Title:

BROADVIEW NETWORKS, INC.

By:
Name:
Title:

BROADVIEW NETWORKS OF MASSACHUSETTS, INC.

By:
Name:
Title:

BROADVIEW NETWORKS OF VIRGINIA, INC.

By:
Name:
Title:

BRIDGECOM INTERNATIONAL, INC.

By:
Name:
Title:

EXHIBIT F

$25,000,000 Debtor in Possession Amended and Restated Credit Agreement

dated as of August 23, 2012

by and among

Broadview Networks Holdings, Inc.,

Broadview Networks, Inc.,

Broadview Networks of Massachusetts, Inc.,

Broadview Networks of Virginia, Inc., and

BridgeCom International, Inc.,

as Borrowers, Debtors and Debtors in Possession,

Various Financial Institutions and Other Persons from time to time parties thereto,

as Lenders,

and

The CIT Group/Business Credit, Inc.,

as Administrative Agent

FORM OF NOTICE OF ACCOUNT DESIGNATION

NOTICE OF ACCOUNT DESIGNATION

Dated as of:

[ ]

as Administrative Agent

[ ]

Attention: [ ]

Ladies and Gentlemen:

This Notice of Account Designation is delivered to you pursuant to Section 2.3(b) of the $25,000,000 Debtor in Possession Amended and Restated Credit Agreement, dated as of August 23, 2012 (the “DIP Credit Agreement”) by and among BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation, as debtor and debtor in possession (“Holdings”), BROADVIEW NETWORKS, INC., a New York corporation, as debtor and debtor in possession (“Broadview Networks”), BROADVIEW NETWORKS OF MASSACHUSETTS, INC., a Delaware corporation, as debtor and debtor in possession (“Broadview MA”), BROADVIEW NETWORKS OF VIRGINIA, INC., a Virginia corporation, as debtor and debtor in possession (“Broadview VA”), BRIDGECOM INTERNATIONAL, INC., a Delaware corporation, as debtor and debtor in possession (“Bridgecom International” and, together with Holdings, Broadview Networks, Broadview MA, Broadview VA, and Bridgecom International (each individually a “Borrower” and collectively, the “Borrowers”), the various financial institutions and other Persons from time to time parties thereto (collectively, the “Lenders”), and THE CIT GROUP/BUSINESS CREDIT, INC. (“CIT”). as administrative agent (in such capacity, the “Administrative Agent”).

1. The Administrative Agent is hereby authorized to disburse all Loan proceeds into the following account(s):

ABA Routing Number:

Account Number:

2. This authorization shall remain in effect until revoked or until a subsequent Notice of Account Designation is provided to the Administrative Agent.

3. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the DIP Credit Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Notice of Account Designation as of the day and year first written above.


BORROWERS:

BROADVIEW NETWORKS HOLDINGS, INC.

By:
Name:
Title:

BROADVIEW NETWORKS, INC.

By:
Name:
Title:

BROADVIEW NETWORKS OF MASSACHUSETTS, INC.

By:
Name:
Title:

BROADVIEW NETWORKS OF VIRGINIA, INC.

By:
Name:
Title:

BRIDGECOM INTERNATIONAL, INC.

By:
Name:
Title:

EXHIBIT G

$25,000,000 Debtor in Possession Amended and Restated Credit Agreement

dated as of August 23, 2012

by and among

Broadview Networks Holdings, Inc.,

Broadview Networks, Inc.,

Broadview Networks of Massachusetts, Inc.,

Broadview Networks of Virginia, Inc., and

BridgeCom International, Inc.,

as Borrowers, Debtors and Debtors in Possession,

Various Financial Institutions and Other Persons from time to time parties thereto,

as Lenders,

and

The CIT Group/Business Credit, Inc.,

as Administrative Agent

FORM OF NOTICE OF PREPAYMENT

NOTICE OF PREPAYMENT

Dated as of:

[ ],

as Administrative Agent

[ ]

Attention: [ ]

Ladies and Gentlemen:

This irrevocable Notice of Prepayment is delivered to you pursuant to Section 2.4(c) of the $25,000,000 Debtor in Possession Amended and Restated Credit Agreement, dated as of August 23, 2012 (the “DIP Credit Agreement”) by and among BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation, as debtor and debtor in possession (“Holdings”), BROADVIEW NETWORKS, INC., a New York corporation, as debtor and debtor in possession (“Broadview Networks”). BROADVIEW NETWORKS OF MASSACHUSETTS, INC., a Delaware corporation, as debtor and debtor in possession (“Broadview MA”). BROADVIEW NETWORKS OF VIRGINIA, INC., a Virginia corporation, as debtor and debtor in possession (“Broadview VA”). BRIDGECOM INTERNATIONAL, INC., a Delaware corporation, as debtor and debtor in possession (“Bridgecom International” and, together with Holdings, Broadview Networks, Broadview MA, Broadview VA, and Bridgecom International (each individually a “Borrower” and collectively, the “Borrowers”), the various financial institutions and other Persons from time to time parties thereto (collectively, the “Lenders”), and THE CIT GROUP/BUSINESS CREDIT, INC. (“CIT”), as administrative agent (in such capacity, the “Administrative Agent”).

1. The Borrowers hereby provide notice to the Administrative Agent that they shall repay the following [Base Rate Loans] and/or [LIBOR Rate Loans]: . (Complete with an amount in accordance with Section 2.4 of the DIP Credit Agreement.)

2. The Borrowers shall repay the above-referenced Loans on the following Business Day: . (Complete with the same Business Day as of the date of this Notice of Prepayment with respect to any Base Rate Loan and three (3) Business Days subsequent to date of this Notice of Prepayment with respect to any LIBOR Rate Loan.)

3. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the DIP Credit Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Notice of Prepayment as of the day and year first written above.


BORROWERS:

BROADVIEW NETWORKS HOLDINGS, INC.

By:
Name:
Title:

BROADVIEW NETWORKS, INC.

By:
Name:
Title:

BROADVIEW NETWORKS OF MASSACHUSETTS, INC.

By:
Name:
Title:

BROADVIEW NETWORKS OF VIRGINIA, INC.

By:
Name:
Title:

BRIDGECOM INTERNATIONAL, INC.

By:
Name:
Title:

EXHIBIT H

$25,000,000 Debtor in Possession Amended and Restated Credit Agreement

dated as of August 23, 2012

by and among

Broadview Networks Holdings, Inc.,

Broadview Networks, Inc.,

Broadview Networks of Massachusetts, Inc.,

Broadview Networks of Virginia, Inc., and

BridgeCom International, Inc.,

as Borrowers, Debtors and Debtors in Possession,

Various Financial Institutions and Other Persons from time to time parties thereto,

as Lenders,

and

The CIT Group/Business Credit, Inc.,

as Administrative Agent

FORM OF NOTICE OF CONVERSION/CONTINUATION

NOTICE OF CONVERSION/CONTINUATION

Dated as of:

[ ],

as Administrative Agent

[ ]

Attention: [ ]

Ladies and Gentlemen:

This irrevocable Notice of Conversion/Continuation (this “Notice”) is delivered to you pursuant to Section 5.2 of the $25,000,000 Debtor in Possession Amended and Restated Credit Agreement, dated as of August 23, 2012 (the “DIP Credit Agreement”) by and among BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation, as debtor and debtor in possession (“Holdings”), BROADVIEW NETWORKS, INC., a New York corporation, as debtor and debtor in possession (“Broadview Networks”), BROADVIEW NETWORKS OF MASSACHUSETTS, INC., a Delaware corporation, as debtor and debtor in possession (“Broadview MA”). BROADVIEW NETWORKS OF VIRGINIA, INC., a Virginia corporation, as debtor and debtor in possession (“Broadview VA”). BRIDGECOM INTERNATIONAL, INC., a Delaware corporation, as debtor and debtor in possession (“Bridgecom International” and, together with Holdings, Broadview Networks, Broadview MA, Broadview VA, and Bridgecom International (each individually a “Borrower” and collectively, the “Borrowers”), the various financial institutions and other Persons from time to time parties thereto (collectively, the “Lenders”), and THE CIT GROUP/BUSINESS CREDIT, INC. (“CIT”), as administrative agent (in such capacity, the “Administrative Agent”).

1. This Notice is submitted for the purpose of: (Check one and complete applicable information in accordance with the Credit Agreement.)

Converting all or a portion of a Base Rate Loan into a LIBOR Rate Loan

(a)

The aggregate outstanding principal balance of such Loan is $ .

(b)

The principal amount of such Loan to be converted is $ .

(c)

The requested effective date of the conversion of such Loan is .

(d)

The requested Interest Period applicable to the converted Loan is .

Converting a portion of LIBOR Rate Loan into a Base Rate Loan

(a)

The aggregate outstanding principal balance of such Loan is $ .

(b)

The last day of the current Interest Period for such Loan is .

(c)

The principal amount of such Loan to be converted is $ .

(d)

The requested effective date of the conversion of such Loan is .

Continuing all or a portion of a LIBOR Rate Loan as a LIBOR Rate Loan

(a)

The aggregate outstanding principal balance of such Loan is $ .

(b)

The last day of the current Interest Period for such Loan is $ .

(c)

The principal amount of such Loan to be continued is $ .

(d)

The requested effective date of the continuation of such Loan is $ .

(e)

The requested Interest Period applicable to the continued Loan is .

2. The principal amount of all Loans and L/C Obligations outstanding as of the date hereof does not exceed the maximum amount permitted to be outstanding pursuant to the terms of the DIP Credit Agreement.

3. All of the conditions applicable to the conversion or continuation of the Loan requested herein as set forth in the DIP Credit Agreement have been satisfied or waived as of the date hereof and will remain satisfied or waived to the date of such Loan.

4. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the DIP Credit Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Notice of Conversion/Continuation as of the day and year first written above.


BORROWERS:

BROADVIEW NETWORKS HOLDINGS, INC.

By:
Name:
Title:

BROADVIEW NETWORKS, INC.

By:
Name:
Title:

BROADVIEW NETWORKS OF MASSACHUSETTS, INC.

By:
Name:
Title:

BROADVIEW NETWORKS OF VIRGINIA, INC.

By:
Name:
Title:

BRIDGECOM INTERNATIONAL, INC.

By:
Name:
Title:

Component of Loan

Interest Rate

Interest Period

(LIBOR

Rate only)

Termination Date for

Interest Period

(if applicable)

[Base Rate or LIBOR Rate]