INDENTURE, Dated as of November 13, 2012 AMONG BROADVIEW NETWORKS HOLDINGS, INC., as Issuer, THE GUARANTORS NAMED HEREIN, as Guarantors, AND THE BANK OF NEW YORK MELLON, as Trustee and Collateral Agent 10.5% Senior Secured Notes due 2017Indenture • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
INDENTURE, dated as of November 13, 2012, among Broadview Networks Holdings, Inc., a Delaware corporation (the “Company”), the Guarantors (as herein defined) and The Bank of New York Mellon, as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Collateral Agent”).
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF EUREKA HOLDINGS, LLCOperating Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • Delaware
This Limited Liability Company Operating Agreement is made and entered into as of August , 2005 (the “Agreement”) for Eureka Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”).
NEO EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
THIS EMPLOYMENT AGREEMENT is entered into as of the 5th day of July, 2012 (the “Effective Date”), by and between Broadview Networks Holdings, Inc. (the “Company”) and Kenneth Shulman, an individual (the “Executive”) (hereinafter collectively referred to as the “parties”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the day of , 201 by and between Broadview Networks Holdings, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF OPEN SUPPORT SYSTEMS LLCLimited Liability Company Operating Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • Connecticut
THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of Open Support Systems LLC (the “Company”) is made and entered into to be effective for all purposes as of October 10, 2000 by Broadview Networks Holdings, Inc., a Delaware corporation (“Holdings”) and such other persons as may from time to time be admitted as members of the Company in accordance with the terms of this Agreement and the Connecticut Limited Liability Company Act, Conn. Gen. Stat. §34-100 et seq. as amended (the “Connecticut Act”). As used in this Agreement, the term “Member” shall mean any one of Holdings (so long as it is a member of the Company) or any other person or entity who is admitted as a member of the Company in accordance with this Agreement and the Connecticut Act, and the term “Members” (whether one or more) shall mean Broadview Networks Holdings, Inc. (so long as it is a member of the Company) and any other persons or entities admitted as a member of the Company in accordance with this
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
INTERCREDITOR AGREEMENT, dated as of November 13, 2012, among CIT FINANCE LLC, a Delaware limited liability company, as Administrative Agent (and together with its successors and assigns, in such capacity, the “Administrative Agent” or the “First Priority Agent”), THE BANK OF NEW YORK MELLON, as Trustee, Collateral Agent and Second Priority Agent (and together with its successors and assigns, in such capacities, the “Trustee” or the “Second Priority Agent”), and acknowledged by Broadview Networks Holdings, Inc., a Delaware corporation (the “Company”) and its Subsidiaries (such term and each other capitalized term used herein having the meanings set forth in Section 1) listed on the signature pages hereto (such Subsidiaries, together with the Company and each of its other Subsidiaries that become parties hereto, the “Grantors”).
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 5, dated as of July 19th, 2012 (this “Fifth Amendment”), to the credit Agreement, dated as of August 23, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation (“Holdings”), BROADVIEW NETWORKS, INC., a Delaware corporation (“Broadview Networks”), BROADVIEW NETWORKS OF MASSACHUSETTS, INC., a Delaware corporation (“Broadview MA”), BROADVIEW NETWORKS OF VIRGINIA, INC., a Virginia corporation (“Broadview VA”), BRIDGECOM INTERNATIONAL, INC., a Delaware corporation (“Bridgecom International” and, together with Holdings, Broadview Networks, Broadview MA, Broadview VA, and Bridgecom International, 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”), coll
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 4, dated as of May 31, 2012 (this “Fourth Amendment”), to the Credit Agreement, dated as of August 23, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation (“Holdings”), BROADVIEW NETWORKS, INC., a Delaware corporation (“Broadview Networks”), BROADVIEW NETWORKS OF MASSACHUSETTS, INC., a Delaware corporation (“Broadview MA”), BROADVIEW NETWORKS OF VIRGINIA, INC., a Virginia corporation (“Broadview VA”), BRIDGECOM INTERNATIONAL, INC., a Delaware corporation (“Bridgecom International” and, together with Holdings, Broadview Networks, Broadview MA, Broadview VA, and Bridgecom International, 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”), collat
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF EUREKA HOLDINGS, LLCLimited Liability Company Operating Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • Delaware
This Amendment No. 1 (this “Amendment”) to the Limited Liability Company Operating Agreement of Eureka Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”), dated as of August 2005 (the “LLC Agreement”), is being entered into as of November 13, 2012, by Eureka Broadband Corporation, a Delaware corporation and the sole member of the Company.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 3, dated as of December 8, 2011 (this “Third Amendment”), to the Credit Agreement, dated as of August 23, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among BROAD VIEW NETWORKS HOLDINGS, INC., a Delaware corporation (“Holdings”), BROADVIEW NETWORKS, INC., a Delaware corporation (“Broadview Networks”), BROADVIEW NETWORKS OF MASSACHUSETTS, INC., a Delaware corporation (“Broadview MA”), BROADVIEW NETWORKS OF VIRGINIA, INC., a Virginia corporation (“Broadview VA”), BRIDGECOM INTERNATIONAL, INC., a Delaware corporation (“Bridgecom International” and, together with Holdings, Broadview Networks, Broadview MA, Broadview VA, and Bridgecom International, the “Borrowers”), the various financial institutions and other Persons from time to time parties thereto (collectively, the “Lenders”), JEFFERIES & COMPANY, INC., as sole syndication agent (in such capacity, the “Syndication Agent”), and THE CIT GROUP/BUSINES
FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT, dated as of July 20, 2012 (this “First Amendment”), to the Restructuring Support Agreement, dated as of July 13, 2012 (as amended, supplemented or otherwise modified, the “Support Agreement”) by each of Broadview Networks Holdings, Inc. (“BNHI”) and each of its direct and indirect subsidiaries (collectively, the “Company”), the holders of preferred and common stock in BNHI who are signatories thereto (collectively, the “Consenting Equity Holders”) and the holders of the Notes who are signatories thereto (collectively, the “Consenting Noteholders” and, together with the Consenting Equity Holders, the “Plan Support Parties”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CORECOMM COMMUNICATIONS, LLCLimited Liability Company Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is made effective as of September 29, 2006 of CoreComm Communications, LLC, a Delaware limited liability company (the “Company”), by ATX Communications, Inc. (the “Managing Member”). The Managing Member and any other Members admitted from time to time in accordance with the terms hereof are individually referred to herein as a “Member” and collectively referred to herein as the “Members”.
CREDIT AGREEMENT dated as of November 13, 2012, by and among BROADVIEW NETWORKS HOLDINGS, INC., BROADVIEW NETWORKS, INC., ARC NETWORKS, INC., and BRIDGECOM SOLUTIONS GROUP, INC., as Borrowers, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME...Credit Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
CREDIT AGREEMENT, dated as of November 13, 2012 by and among BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation (“Holdings”) BROADVIEW NETWORKS, INC., a New York corporation (“Broadview Networks”), ARC NETWORKS, INC., a Delaware corporation (“ARC”), BRIDGECOM SOLUTIONS GROUP, INC., a Delaware corporation (“BridgeCom Solutions” and, together with Holdings, Broadview Networks, and ARC, 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 CIT FINANCE LLC, a Delaware limited liability company (“CIT”). as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
AMENDMENT NO. 1Credit Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
AMENDENT NO. 1, dated as of July 27, 2007 (this “Amendment”), to the Credit Agreement, dated as of August 23, 2006 (as amended, and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation (“Holdings”), BROADVIEW NETWORKS, INC., a Delaware corporation (“Broadview Networks”), BROADVIEW NETWORKS OF MASSACHUSETTS, INC., a Delaware corporation (“Broadview MA”), BROADVIEW NETWORKS OF VIRGINIA, INC., a Virginia corporation (“Broadview VA”), BRIDGECOM INTERNATIONAL, INC., a Delaware corporation (“Bridgecom International” and, together with Holdings, Broadview Networks, Broadview MA, Broadview VA, and Bridgecom International, the “Borrowers”), the various financial institutions and other persons from time to time parties thereto (collectively, the “Lenders”), JEFFERIES & COMPANY, INC., as sole syndication agent (in such capacity, the “Syndication agent”), and THE CIT GROUP/BUSINESS CREDIT, INC. (“CI
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 2, dated as of November 12, 2010 (this “Second Amendment”), to the Credit Agreement, dated as of August 23, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation (“Holdings”), BROADVIEW NETWORKS, INC., a Delaware corporation (“Broadview Networks”), BROADVIEW NETWORKS OF MASSACHUSETTS, INC., a Delaware corporation (“Broadview MA”), BROADVIEW NETWORKS OF VIRGINIA, INC., a Virginia corporation (“Broadview VA”), BRIDGECOM INTERNATIONAL, INC., a Delaware corporation (“Bridgecom International” and, together with Holdings, Broadview Networks, Broadview MA, Broadview VA, and Bridgecom International, the “Borrowers”), the various financial institutions and other Persons from time to time parties thereto (collectively, the “Lenders”), JEFFERIES & COMPANY, INC., as sole syndication agent (in such capacity, the “Syndication Agent”), and THE CIT GROUP/BUSINE
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF CORECOMM COMMUNICATIONS, LLCLimited Liability Company Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • Delaware
This Amendment No. 1 (this “Amendment”) to the Limited Liability Company Agreement of CoreComm Communications, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”), dated as of June 15, 2006 (the “LLC Agreement”), is being entered into as of November 13, 2012, by ATX Communications, Inc., a Delaware corporation and the sole member of the Company.
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...Credit Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
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.
STOCKHOLDERS’ AGREEMENT OF BROADVIEW NETWORKS HOLDINGS, INC.Stockholders' Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • Delaware
THIS STOCKHOLDERS’ AGREEMENT, dated as of November 13, 2012 (this “Agreement”), by and among Broadview Networks Holdings, Inc., a Delaware corporation (the “Company”), and each other Person who beneficially owns outstanding Common Stock and elects to become party to this Agreement from time to time in accordance with the provisions herein by execution of an agreement in the form of Exhibit A or Exhibit B hereto (collectively, each such Person party to this Agreement, the “Holders,” and, individually, a “Holder”).
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF ATX TELECOMMUNICATIONS SERVICES OF VIRGINIA, LLCLimited Liability Company Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • Delaware
This Amendment No. 1 (this “Amendment”) to the Limited Liability Company Agreement of ATX Telecommunications Services of Virginia, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”), dated as of September 15, 2003 (the “LLC Agreement”), is being entered into as of November 13, 2012, by ATX Licensing, Inc., a Delaware corporation and the sole member of the Company.
GUARANTY AGREEMENT dated as of November 13, 2012 by and among Certain Subsidiaries of BROADVIEW NETWORKS HOLDINGS, INC., as Guarantors, in favor of CIT FINANCE LLC, as Administrative Agent GUARANTY AGREEMENT IN FAVOR OF CIT FINANCE LLC BY SUBSIDIARIES...Guaranty Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
This GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), dated as of November 13, 2012, is made by certain Subsidiaries of BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation (“Holdings”) (such Subsidiaries, collectively, the “Guarantors”, and, each, a “Guarantor”), in favor of CIT FINANCE LLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the ratable benefit of itself and the financial institutions (including any Issuing Bank, any obligee of any Hedging Obligations, and the Swingline Lender) (the “Lenders”) from time to time parties to the Credit Agreement(defined below).
CEO EMPLOYMENT AGREEMENTCeo Employment Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
THIS EMPLOYMENT AGREEMENT is entered into as of the 5th day of July, 2012 (the “Effective Date”), by and between Broadview Networks Holdings, Inc. (the “Company”) and Michael K. Robinson, an individual (the “Executive”) (hereinafter collectively referred to as the “parties”).
CREDIT AGREEMENT dated as of August 23, 2006, 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,...Credit Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
CREDIT AGREEMENT, dated as of August 23, 2006 by and among BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation (“Holdings”), BROADVIEW NETWORKS, INC., a Delaware corporation (“Broadview Networks”), BROADVIEW NETWORKS OF MASSACHUSETTS, INC., a Delaware corporation (“Broadview MA”), BROADVIEW NETWORKS OF VIRGINIA, INC., a Virginia corporation (“Broadview VA”), BRIDGECOM INTERNATIONAL, INC., a Delaware corporation (“Bridgecom International” and, together with Holdings, Broadview Networks, Broadview MA, Broadview VA, and Bridgecom International, the “Borrowers”), the various financial institutions and other Persons from time to time parties hereto (collectively, the “Lenders”), JEFFERIES & COMPANY, INC., as sole syndication agent (in such capacity, the “Syndication Agent”), and THE CIT GROUP/BUSINESS CREDIT, INC. (“CIT”), as administrative agent (in such capacity, the “Administrative Agent”), collateral agent and documentation agent for the Lenders.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
THIS REGISTRATION RIGHTS AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of the 13th day of November, 2012, by and among Broadview Networks Holdings, Inc., a Delaware corporation (the “Company”), and each holder identified on the signature pages hereto (each, a “Holder”).
COO EMPLOYMENT AGREEMENTCoo Employment Agreement • March 29th, 2013 • Broadview Networks Holdings Inc • Telephone communications (no radiotelephone) • New York
THIS EMPLOYMENT AGREEMENT is entered into as of the 5th day of July, 2012 (the “Effective Date”), by and between Broadview Networks Holdings, Inc. (the “Company”) and Brian P. Crotty, an individual (the “Executive”) (hereinafter collectively referred to as the “parties”).
