EX-10.2



 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	  


  
 - iv -










					
	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. 

  
 2 








 “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. 

  
 3 








 “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. 

  
 4 








 “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 Moody’s, 
 (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, 

  
 5 








 (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) Michael Robinson 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 Dodd-Frank Wall 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 

  
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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. 

  
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 “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 Moody’s, 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. 

  
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 “Debt Rating” means, as of any date of determination, the rating as
determined by either S&P or Moody’s 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; 

  
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 (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 bill-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 bill-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 

  
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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. 

  
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 “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. 

  
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 “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; 
 (c)
leasehold interests in real property with respect to which any Credit Party is a tenant or subtenant; 
 (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 LC
Cash 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.


  
 13 









 “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. 

  
 14 









 “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. 

  
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 “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.


  
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 “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. 

  
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 “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 

  
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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); 

  
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 (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; 

(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) (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. 

  
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 “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


  
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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
	  	
	  	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 

  
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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 180th day is not a Business Day, then the Business Day immediately preceding such
180th 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 Moody’s 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 

  
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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). 

  
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 “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 LC Cash 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, Baker Communications Fund, L.P., Baker 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. 

  
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 “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. 

  
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 “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.


  
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 “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. 

  
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 “S&P” means Standard & Poor’s Ratings Services, a
division of The McGraw-Hill 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
http://www.treas.gov/offices/enforcement/ofac/programs/index.shtml, 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 http://www.treas.gov/offices/enforcement/ofac/sdn/index.shtml, 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. 

  
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 “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”. 

  
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 “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
(15th) 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. 

  
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 “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. 

  
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 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 

  
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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. 

  
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 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. 

  
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 (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. 

  
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 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 (5th) 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 

  
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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 

  
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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 

  
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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. 

  
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 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. 

  
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 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 

  
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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. 

  
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 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; 

  
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 (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 (10th) Business Day after the Closing


  
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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 

  
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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) 

  
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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


  
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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


  
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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 

  
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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


  
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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, 

  
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 (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 

  
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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. 

  
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 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 

  
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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 nex-i.com 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


  
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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. 

  
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 (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; 

  
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 (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


  
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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. 

  
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 (ii) On or before the twenty-sixth (26th) 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 (40th) 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). 

  
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 (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. 

  
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 (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 mark, service mark 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; 

  
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 (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 

  
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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


  
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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 

  
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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 

  
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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;


  
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 (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. 

  
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 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 

  
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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 (20th) 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. 


  
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 (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; 

  
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 (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 Moody’s 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


  
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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 

  
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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 

  
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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, 

  
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 (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. 

  
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 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
(26th) 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 (40th) 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; 

  
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 (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 

  
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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; 

  
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 (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 LC Cash 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; 
 (c) intentionally omitted 

(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. 

  
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 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); 
 (c) any Subsidiary of any Borrower may wind up into a Borrower
or, if such Subsidiary is not a Borrower, any 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; 
 (c) the sale of
obsolete or worn-out assets no longer usable in the business of Holdings or any of its Subsidiaries; 
 (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. 

  
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 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. 

  
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 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. 

  
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 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. 
 (c) Bankruptcy Case Defaults. 
 (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; 

  
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 (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, 

  
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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. 

  
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 (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. 

  
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 (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; 

  
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 (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 

  
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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. 

  
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 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. 

  
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 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 

  
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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. 

  
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 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 

  
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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. 

  
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 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:	  	800 Westchester Avenue
		  	5th Floor – Suite N501
		  	Rye Brook, New York 10573
		  	Attention: General Counsel
		  	Telecopy No.: 914.742.5818
		
	with a copy to:	  	Willkie Farr & Gallagher LLP
		  	787 Seventh Avenue
		  	New York, New York 10019
		  	Attention: William Hiller, Esquire
		  	or              Rachel Strickland, Esquire
		
		  	Telephone No.: 212.728.8228
		  	Telecopy No.:   212.728.9228


  
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	If to Administrative Agent or	  	The CIT Group/Business Credit, Inc.
	initial Issuing Bank:	  	11 West 42nd Street
		  	New York, New York 10036
		  	Attention: Portfolio Manager
		
	With a copy to:	  	Stradley Ronon Stevens & Young
		  	2005 Market Street, Suite 2600
		  	Philadelphia, PA 19103
		  	Attention: Gary P. Scharmett, Esquire
		  	Telephone No.: 215.564.8046
		  	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; 

  
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 (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 

  
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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. 

  
 104









 (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. 

  
 105









 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. 

  
 106









 (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 

  
 108









 
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. 

  
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 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.
	NEX-I.COM 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:	 	Philip Marrone
		 		 	Title:	 	Assistant Vice President
			
	 Revolving Credit Commitment:
 $25,000,000
	 		 	THE CIT GROUP/BUSINESS CREDIT, INC., as a Lender
				
		 		 	By:	 	 




  

		 		 	Name:	 	Philip Marrone
		 		 	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.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	11-3310798
			
	 Broadview Networks, Inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	New York	  	16-1401082
			
	 BV-BC Acquisition Corporation
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	20-5377846
			
	 Broadview NP Acquisition Corp.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	51-0402734
			
	 OPEN SUPPORT SYSTEMS LLC
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Connecticut	  	11-3409972
			
	 ATX Communications, Inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	13-4078506
			
	 Eureka Broadband Corporation
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	06-1506004
			
	 Broadview Networks of Virginia, Inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Virginia	  	06-1596404
			
	 Broadview Networks of Massachusetts, Inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	11-3448054
			
	 BridgeCom Holdings, Inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	13-4162965
			
	 CoreComm Communications, LLC
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	13-4072077
			
	 Eureka Holdings, LLC
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	20-4453279
			
	 BridgeCom International, Inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	13-4123985
			
	 BridgeCom Solutions Group, Inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	13-4123989









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

			
	 TruCom Corporation
  

800 Westchester Ave., Rye Brook, NY 10573
	  	New York	  	13-3940714
			
	 Digicom, Inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Ohio	  	34-1460777
			
	 CoreComm-ATX, Inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	23-3060529
			
	 Eureka Telecom, Inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	New York	  	13-3793720
			
	 Eureka Telecom of VA, Inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Virginia	  	52-2325508
			
	 ATX Licensing, Inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	23-3039838
			
	 Eureka Networks, LLC
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	20-3341244
			
	 InfoHighway Communications Corporation
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	76-0530551
			
	 ATX Telecommunication Services of Virginia, LLC
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	31-1773888
			
	 InfoHighway of Virginia, Inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Virginia	  	26-0291600
			
	 A.R.C. Networks, Inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	New York	  	11-3240814
			
	 nex-i.com inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	New Jersey	  	22-3697035
			
	 Info-Highway International, Inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Texas	  	76-0438543
			
	 ARC Networks, Inc.
  

800 Westchester Ave., Rye Brook, NY 10573
	  	Delaware	  	11-3464934

 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
		  		  	Virginia
		  		  	Washington
		  		  	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
	nex-i.com 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. 
 Shares: 

 

					
	 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
		
	Bensinger, DuPont & 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
			
	 1022 Broadway

Thornwood, NY 10594
	  	Broadview Networks, Inc.	  	09963276
	  	  
 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.	  	9937555321
			
		  	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
			
	 709 Westchester Avenue
	  		  	
	 4th Floor
	  		  	
	 White Plains, NY 10604
	  		  	








 SCHEDULE 7.1(r) 

Real Property 
 Leased
Property: 
  

			
	 Broadview Networks Holdings, Inc.
 Real Estate Leases
 Street
Address
	  	 Lessee

		
	500 7th Ave., 2nd
Floor, New York, NY 10018	  	Broadview Networks, Inc.
	500 7th Ave., 12nd
Floor, New York, NY 10018	  	Broadview Networks, Inc.
	1018 W. 9th Ave., King of Prussia, PA 19406	  	Broadview Networks, Inc.
	601 W. 26th St., New York, NY 10001	  	Broadview Networks, Inc.
	1000 Atrium Way, Mt. Laurel, NJ 08054	  	Broadview Networks, Inc.
	8229 Boone Blvd., Vienna, VA 22182	  	Broadview Networks, Inc.
	Three Huntington Quadrangle, Melville, NY 11747	  	Broadview Networks, Inc.
	221 Central Ave., Farmingdale, NY 11735	  	Broadview Networks, Inc.
	230 Congress St., Boston, MA 12110	  	Broadview Networks, Inc.
	809 Gleneagles Ct., Suite 200, Towson, MD 21286	  	Broadview Networks, Inc.
	1275 Glenlivet Drive, Suite 300, Allentown, PA 18106	  	Broadview Networks, Inc.
	1250 Hancock St., 6th Floor, Quincy, MA 02169	  	Broadview Networks, Inc.
	224 Harrison St., 4th Floor, Syracuse, NY 13202	  	Broadview Networks, Inc.
	1 Hines Road, Ottawa, ON K2K 3C7 Canada	  	Broadview Networks, Inc.
	37-18 Northern Blvd., Long Island City, NY 11101	  	Broadview Networks, Inc.
	500 Rutherford Ave., Charlestown, MA 02129	  	Broadview Networks, Inc.
	500 Rutherford Ave., Charlestown, MA 02129	  	Broadview Networks, Inc.
	470 Spring Park Place, Suite 400, Herndon, VA 20170	  	Broadview Networks, Inc.
	3275 Sunset Lane, Hatboro, PA 19040	  	Broadview Networks, Inc.
	800 Westchester Ave., Rye Brook, NY 10573	  	Broadview Networks, Inc.
	275 Westminster St., Providence, RI 02903	  	Broadview Networks, Inc.
	401 N. Broad St., Philadelphia, PA 19108	  	Broadview NP Acquisition Corp.
	401 N. Broad St., Philadelphia, PA 19108	  	CoreComm Communications, LLC
	101 Merritt, 7 Corporate Park, Norwalk, CT 06851	  	Open Support Systems, LLC

 Collocations: 
  

							
	 LSO Name
	  	 Address
	  	 City
	  	 State

	Karner Rd	  	19 NEW KARNER RD	  	Albany	  	NY
	Albany - State St	  	158 STATE ST	  	Albany	  	NY
	Washington Ave	  	1161 WASHINGTON	  	Albany	  	NY
	Allentown	  	723 WEST LINDEN STREET	  	Allentown	  	PA









							
	 LSO Name
	  	 Address
	  	 City
	  	 State

	Ambler	  	20 N SPRING GARDEN S	  	Ambler	  	PA
	Amherst	  	2775 MILLERSPORT HWY	  	Amherst	  	NY
	Ardmore	  	116 EAST LANCASTER AVE	  	Ardmore	  	PA
	Babylon	  	30 LITTLE E NECK RD	  	Babylon	  	NY
	Bala-Cynwyd	  	321 LEVERING MILL RD	  	Bala-Cynwyd	  	PA
	Bailey	  	2045 BAILEY AV	  	Buffalo	  	NY
	Elmwood	  	548 ELMWOOD	  	Buffalo	  	NY
	Franklin	  	65 FRANKLIN ST., 6TH FL	  	Buffalo	  	NY
	Hertel	  	935 HERTEL	  	Buffalo	  	NY
	Main	  	2743 MAIN ST	  	Buffalo	  	NY
	South Park	  	1861 S PARK AV	  	Buffalo	  	NY
	Bethlehem	  	525 N NEW ST	  	Bethlehem	  	PA
	Brighton	  	12 WIRT ST	  	Brighton	  	MA
	Brookline	  	41 MARION ST	  	Brookline	  	MA
	Blackwood	  	38 W CHURCH ST	  	Blackwood	  	NJ
	Baltimore - Downtown	  	323 N CHARLES ST	  	Baltimore	  	MD
	Wolfe	  	1801 E FAYETTE ST	  	Baltimore	  	MD
	Berlin	  	10 TANSBORO RD	  	Berlin	  	NJ
	Braintree	  	442 WASHINGTON ST	  	Braintree	  	MA
	Bristol	  	220 POND ST	  	Bristol	  	PA
	Brockton	  	65 CRESCENT ST	  	Brockton	  	MA
	Brentwood	  	1265 SUFFOLK AVE	  	Brentwood	  	NY
	Bryn Mawr	  	1102 E LANCASTER AVE	  	Bryn Mawr	  	PA
	Belvidere - Back Bay	  	41 BELVIDERE ST	  	Boston	  	MA
	Bowdoin	  	6 BOWDOIN SQ	  	Boston	  	MA
	Franklin	  	185 FRANKLIN ST	  	Boston	  	MA
	Harrison	  	8 HARRISON AVE	  	Boston	  	MA
	Burlington	  	1 BEDFORD ST	  	Burlington	  	MA
	Burlington	  	446 HIGH ST	  	Burlington	  	NJ
	Bay Shore	  	35 FOURTH AVE	  	Bay Shore	  	NY
	Chevy Chase	  	4533 STANFORD ST	  	Chevy Chase	  	MD
	Churchville	  	1518 BUSTLETON PIKE	  	Churchville	  	PA
	Collingswood	  	588 HADDON AV	  	Collingswood	  	NJ
	Bent St	  	210 BENT ST	  	Cambridge	  	MA
	Ware St	  	10 WARE ST	  	Cambridge	  	MA
	Camden	  	12 N 7TH ST	  	Camden	  	NJ
	Syracuse - Fairmont	  	45 GIFFORD DR	  	Syracuse	  	NY
	Commack	  	445 COMMACK RD	  	Commack	  	NY
	Concord	  	12 SOUTH ST	  	Concord	  	NH









							
	 LSO Name
	  	 Address
	  	 City
	  	 State

	Conshohocken	  	181 NORTH LN	  	Conshohocken	  	PA
	Canton	  	825 WASHINGTON ST	  	Canton	  	MA
	Cranston	  	56 PHENIX AVE	  	Cranston	  	RI
	Cherry Hill	  	2501 CHURCH RD	  	Cherry Hill	  	NJ
	Dedham	  	387 WASHINGTON ST	  	Dedham	  	MA
	Danvers	  	63 HIGH ST	  	Danvers	  	MA
	Dover	  	57 SAINT THOMAS ST	  	Dover	  	NH
	Dorchester	  	174 ADAMS ST	  	Dorchester	  	MA
	Deer Park	  	80 W 1ST ST	  	Deer Park	  	NY
	Doylestown	  	255 UNION ST	  	Doylestown	  	PA
	East Boston	  	40 SARATOGA ST	  	East Boston	  	MA
	Eddington	  	2920 FOREST AV	  	Bensalem	  	PA
	East Northport	  	706 FIRST AVE	  	East Northport	  	NY
	Ewingville-Mercer	  	1606 PENNINGTON RD	  	Ewingville-Mercer	  	NJ
	East Providence	  	789 NORTH BROADWAY	  	East Providence	  	RI
	Franklin - Main & Cresent	  	140 MAIN ST	  	Franklin	  	MA
	Floral Park	  	159 LOWELL AVE	  	Floral Park	  	NY
	Fall River	  	326 N MAIN ST	  	Fall River	  	MA
	Farmingdale	  	575 CONKLIN ST	  	Farmingdale	  	NY
	Fairfield	  	80 HWY 46	  	Fairfield	  	NJ
	Framingham	  	141 UNION AVE	  	Framingham	  	MA
	Freeport	  	120 S GROVE ST	  	Freeport	  	NY
	Glassboro	  	N DELSEA DR & FOCER	  	Glassboro	  	NJ
	Gloucester City	  	1190 MARKET ST	  	Gloucester City	  	NJ
	Glenolden	  	28 S CHESTER PIKE	  	Glenolden	  	PA
	Greenburg	  	545 SAW MILL RIVER ROAD	  	Elmsford	  	NY
	Garden City	  	741 ZECKENDORF BLVD	  	Garden City	  	NY
	Great Neck	  	9 BARSTOW RD	  	Great Neck	  	NY
	Hackensack	  	256 STATE ST	  	Hackensack	  	NJ
	Hicksville	  	69 WEST CHERRY ST	  	Hicksville	  	NY
	Haddonfield	  	35 S HADDON AV	  	Haddonfield	  	NJ
	Holyoke	  	322 MAPLE ST	  	Holyoke	  	MA
	Hamburg	  	141 MAIN ST	  	Hamburg	  	NY
	Hempstead	  	199 FULTON AVE	  	Hempstead	  	NY
	Huntington	  	80 W 4TH ST	  	Huntington	  	NY
	Harrison	  	RED OAK LA	  	Harrison	  	NY
	Hatboro	  	29 E MORELAND AV	  	Hatboro	  	PA
	Hyannis	  	40 OCEAN ST	  	Hyannis	  	MA
	Jenkintown	  	100 GREENWOOD AV	  	Jenkintown	  	PA









							
	 LSO Name
	  	 Address
	  	 City
	  	 State

	Bergen	  	71 MADISON AV	  	Jersey City	  	NJ
	Summit Ave	  	773 SUMMIT AV	  	Jersey City	  	NJ
	King of Prussia	  	540 ALLENDALE RD.	  	King Prussia	  	PA
	Kirklyn	  	9225 W CHESTER PIKE	  	Kirklyn	  	PA
	Larchmont	  	31 S MEDIA LINE RD	  	Larchmont	  	PA
	Laurel	  	309 CARROLL AVE	  	Laurel	  	MD
	Lindenhurst	  	565 S SECOND ST	  	Lindenhurst	  	NY
	Lancaster	  	57 CENTRAL	  	Lancaster	  	NY
	Lansdale	  	100 S BROAD ST	  	Lansdale	  	PA
	Lansdowne	  	48-58 N LANSDOWNE AV	  	Lansdowne	  	PA
	Laurel Springs	  	29 BROADWAY	  	Laurel Springs	  	NJ
	Little Ferry	  	282 MAIN ST	  	Little Ferry	  	NJ
	Latham	  	529 TROY-SCHENECTADY ROAD	  	Latham	  	NY
	Levittown	  	3313 BETHPAGE TPKE	  	Levittown	  	NY
	Lowell	  	115 APPLETON ST	  	Lowell	  	MA
	Lawrence	  	2 HAMPSHIRE ST	  	Lawrence	  	MA
	Lexington	  	73 WALTHAM ST	  	Lexington	  	MA
	Lynbrook	  	7 WASHINGTON AV	  	Lynbrook	  	NY
	Lynn	  	21 CITY HALL SQ	  	Lynn	  	MA
	Marlton	  	10 MAPLE AV	  	Marlton	  	NJ
	McLean	  	1701 CHAIN BRIDGE RD	  	McLean	  	VA
	Mercerville	  	2360 NOTTINGHAM WY	  	Mercerville	  	NJ
	Mineola	  	60 MAIN ST	  	Mineola	  	NY
	Malden	  	5 ELM ST	  	Malden	  	MA
	Mamaroneck	  	473 N BARRY AVE	  	Mamaroneck	  	NY
	Manchester	  	25 CONCORD ST	  	Manchester	  	NH
	Marlboro	  	2 MAPLE ST	  	Marlboro	  	MA
	Morristown	  	37 MAPLE AV	  	Morristown	  	NJ
	Massapequa	  	5431 MERRICK ST	  	Massapequa	  	NY
	Marshallton	  	1625 NEWPORT GAP PIK	  	Marshallton	  	DE
	Moorestown	  	105 E MAIN ST	  	Moorestown	  	NJ
	Mount Holly	  	7 BRAINARD ST	  	Mount Holly	  	NJ
	Mount Kisco	  	475 E MAIN ST	  	Mt Kisco	  	NY
	Mount Vernon	  	45 S 6 AVE	  	Mount Vernon	  	NY
	Nashua	  	128 WEST PEARL ST	  	Nashua	  	NH
	North Hampton	  	61 MASONIC ST	  	North Hampton	  	MA
	New Bedford	  	390 ACUSHNET AVE	  	New Bedford	  	MA
	Needham	  	66 PICKERING ST	  	Needham	  	MA
	Portage Road	  	574 PORTAGE RD	  	Niagara Falls	  	NY









							
	 LSO Name
	  	 Address
	  	 City
	  	 State

	Norristown	  	DEKALB BLDG 400	  	Norristown	  	PA
	Norwood	  	85 VERNON ST	  	Norwood	  	MA
	Natick	  	56 EAST CENTRAL ST	  	Natick	  	MA
	Newport	  	20 BULL ST	  	Newport	  	RI
	New Rochelle	  	342 HUGENOT ST	  	New Rochelle	  	NY
	Newark	  	1 WASHINGTON ST	  	Newark	  	DE
	Newark	  	95 WILLIAM ST	  	Newark	  	NJ
	Newton	  	787 WASHINGTON ST	  	Newton	  	MA
	14th St	  	355 14 ST	  	Brooklyn	  	NY
	71st St	  	7101 16TH AVE	  	Brooklyn	  	NY
	77th St	  	7701 THIRD AV	  	Brooklyn	  	NY
	Albermale Rd	  	2177 ALBERMALE RD	  	Brooklyn	  	NY
	Avenue R	  	1101 AVENUE R	  	Brooklyn	  	NY
	Avenue U	  	2101 W 12TH ST	  	Brooklyn	  	NY
	Avenue Y	  	2885 OCEAN AVE	  	Brooklyn	  	NY
	Bridge St	  	360 BRIDGE ST	  	Brooklyn	  	NY
	Clinton Ave	  	547 CLINTON AVE	  	Brooklyn	  	NY
	Fairview Ave	  	680 FAIRVIEW AVE	  	Queens	  	NY
	14th Ave	  	4101 FOURTEENTH AVE	  	Brooklyn	  	NY
	Kenmore Pl	  	1421 OCEAN AVE	  	Brooklyn	  	NY
	Rockaway	  	739 ROCKAWAY AVE	  	Brooklyn	  	NY
	Williamsburg	  	55 MESEROLE ST	  	Brooklyn	  	NY
	2nd Ave	  	204 SECOND AVE	  	Manhattan	  	NY
	W 18th St	  	210 W 18 ST	  	Manhattan	  	NY
	30th St	  	227 E30 ST	  	Manhattan	  	NY
	W 36th St	  	230 W 36 ST	  	Manhattan	  	NY
	E 37th St	  	240 E 37 ST	  	Manhattan	  	NY
	W 42nd St	  	1095 AVE OF THE AMERICAS	  	Manhattan	  	NY
	W 50th St	  	435 W 50TH ST	  	Manhattan	  	NY
	E 56th St	  	228 E 56 ST	  	Manhattan	  	NY
	W 73rd St	  	125 W 73 ST	  	Manhattan	  	NY
	E 79th St	  	208 E 79TH ST	  	Manhattan	  	NY
	E 97th St	  	151 E 97TH ST	  	Manhattan	  	NY
	Broad St	  	104 BROAD ST	  	Manhattan	  	NY
	Convent Ave	  	380 CONVENT AVE	  	Manhattan	  	NY
	Manhattan Ave	  	MANHATTAN AVE	  	Manhattan	  	NY
	Varick St	  	50 VARICK ST	  	Manhattan	  	NY
	West St	  	140 WEST STREET	  	Manhattan	  	NY
	Astoria	  	28-27 30 ST, ASTORIA	  	Queens	  	NY
	Bayside	  	214-20 43 AVE	  	Queens	  	NY









							
	 LSO Name
	  	 Address
	  	 City
	  	 State

	Forest Hills	  	107-15 70 RD, FOREST	  	Queens	  	NY
	Flushing	  	137-34 NORTHERN BLVD	  	Queens	  	NY
	Hollis	  	199-06 93 AV, HOLLIS	  	Queens	  	NY
	JFK	  	BLDG 147, JFK INT’L AIRPORT	  	Jamaica	  	NY
	Jamaica	  	89-63 163RD ST	  	Queens	  	NY
	Long Island City	  	11-31 46 RD, LONG ISL	  	Queens	  	NY
	Laurelton	  	140-20 183RD ST	  	Queens	  	NY
	Newtown	  	82-23 BROADWAY, ELMH	  	Queens	  	NY
	115th Avenue	  	118-15 115TH ST	  	Queens	  	NY
	Richmond Hill	  	87-28 109 ST, RICHMO	  	Queens	  	NY
	Forest Ave	  	355 FOREST AVE	  	Staten Island	  	NY
	Cruger	  	3050 CRUGER AVE	  	Bronx	  	NY
	Hoe Ave	  	1106 HOE AVE	  	Bronx	  	NY
	150th Street	  	370 E 150TH ST	  	Bronx	  	NY
	Tiebout	  	2373 TIEBOUT AVE	  	Bronx	  	NY
	Tratman Ave	  	2411 TRATMAN AVE	  	Bronx	  	NY
	Ossining	  	132 MAIN ST	  	Ossining	  	NY
	Paoli	  	125 CIRCULAR AV	  	Paoli	  	PA
	Patchogue	  	22 BAY AVE	  	Patchogue	  	NY
	Chestnut Hill	  	8318 GERMANTOWN AVE	  	Philadelphia	  	PA
	Dewey	  	2000 S BROAD ST	  	Philadelphia	  	PA
	Evergreen	  	3810 CHESTNUT ST	  	Philadelphia	  	PA
	Jefferson	  	4808 LEIPER ST	  	Philadelphia	  	PA
	Locust	  	1631 ARCH ST	  	Philadelphia	  	PA
	Market	  	900 RACE ST	  	Philadelphia	  	PA
	Mayfair	  	7180 CHARLES ST	  	Philadelphia	  	PA
	Orchard	  	2210 LOTT AVE	  	Philadelphia	  	PA
	Pennypacker	  	423 S 17TH ST	  	Philadelphia	  	PA
	Pilgrim	  	7254 RISING SUN AVE	  	Philadelphia	  	PA
	Regent	  	2514 EMERALD ST	  	Philadelphia	  	PA
	Port Jefferson	  	30 SHEEP PASTURE RD	  	Port Jefferson	  	NY
	Peekskill	  	1023 BROWN ST	  	Peekskill	  	NY
	Plainview	  	790 OLD COUNTRY RD	  	Plainview	  	NY
	Penns Neck	  	138 WASHINGTON RD	  	Penns Neck	  	NJ
	Princeton	  	239 NASSAU ST	  	Princeton	  	NJ
	Providence - Broad	  	1096 BROAD ST	  	Providence	  	RI
	Providence - Washington	  	234 WASHINGTON ST	  	Providence	  	RI
	Passic	  	133 PROSPECT ST	  	Passaic	  	NJ
	Pleasantville	  	465 MARBLE AVE	  	Pleasantville	  	NY









							
	 LSO Name
	  	 Address
	  	 City
	  	 State

	Port Chester	  	50 BROAD ST	  	Port Chester	  	NY
	Portsmouth	  	56 ISLINGTON ST	  	Portsmouth	  	NH
	Patterson	  	114 PATERSON ST	  	Patterson	  	NJ
	Pottstown	  	235 KING ST	  	Pottstown	  	PA
	Pawtucket	  	85 HIGH ST	  	Pawtucket	  	RI
	Quincy	  	1070 HANCOCK ST	  	Quincy	  	MA
	Ridgewood	  	178 E RIDGEWOOD AV	  	Ridgewood	  	NJ
	Rockland	  	86 WEBSTER ST	  	Rockland	  	MA
	Montrose	  	6015 MONTROSE RD	  	Rockville	  	MD
	Rockville	  	490 FLEET ST	  	Rockville	  	MD
	Ronkonkoma	  	100 PORTION RD	  	Ronkonkoma	  	NY
	Roslyn	  	277 WARNER AVE	  	Roslyn Heights	  	NY
	Roxbury	  	26 WAVERLY ST	  	Roxbury	  	MA
	Salem - MA	  	35 NORMAN ST	  	Salem	  	MA
	Salem - NH	  	128 NORTH BROADWAY	  	Salem	  	NH
	Clinton St	  	133 CLINTON ST., 1ST FL	  	Schenectady	  	NY
	Stoughton	  	862 WASHINGTON ST	  	Stoughton	  	MA
	Silver Spring	  	8670 GEORGIA AVE	  	Silver Springs	  	MD
	Smithtown	  	55 MAPLE AVE	  	Smithtown	  	NY
	Somerville	  	111 CENTRAL ST	  	Somerville	  	MA
	Springfield	  	295 WORTHINGTON ST	  	Springfield	  	MA
	Springfield	  	480 E THOMPSON AVE	  	Springfield	  	PA
	Spring Valley	  	158 W CENTRAL AVE	  	Spring Valley	  	NY
	Syosset - NWP	  	88 IRA RD	  	Syosset	  	NY
	Electronic Blvd	  	423 ELECTRONICS BLVD	  	Liverpool	  	NY
	James St	  	3325 JAMES ST	  	Syracuse	  	NY
	Syracuse - State St	  	201 STATE ST., 3RD FL	  	Syracuse	  	NY
	Sayville	  	145 RAILROAD AVE	  	Sayville	  	NY
	Tuckahoe	  	7 GRANT ST	  	Tuckahoe	  	NY
	Taunton	  	11 PLEASANT ST	  	Taunton	  	MA
	Tonawanda	  	95 TREMONT ST NO T	  	Buffalo	  	NY
	Trenton	  	243 E STATE ST	  	Trenton	  	NJ
	Trooper	  	50 BRIMFIELD RD	  	Trooper	  	PA
	Tullytown	  	7843 NEW FALLS RD	  	Tullytown	  	PA
	Union City	  	3414 NEW YORK AV	  	Union City	  	NJ
	Utica - Genesee	  	280 GENESEE ST	  	Utica	  	NY
	Vineland	  	100 S SIXTH ST	  	Vineland	  	NJ
	Washington - DN	  	730 12TH ST NW	  	Washington	  	DC
	Dupont	  	1700 14TH ST NW	  	Washington	  	DC
	Washington - GT	  	1045 WISCONSIN AVE NW	  	Washington	  	DC









							
	 LSO Name
	  	 Address
	  	 City
	  	 State

	DC Metro	  	1200 H ST NW	  	Washington	  	DC
	Washington - Midtown	  	2055 L St NW	  	Washington	  	DC
	Wayne	  	300 W LANCASTER AV	  	Wayne	  	PA
	Westbury	  	220 MAPLE AV	  	Westbury	  	NY
	West Chester	  	401 S HIGH ST	  	West Chester	  	PA
	Woodbury	  	30 CURTIS AV	  	Woodbury	  	NJ
	Woodmere - NWP	  	108 FRANKLIN PL	  	Woodmere	  	NY
	White Plains	  	111 MAIN ST	  	White Plains	  	NY
	Wakefield	  	4 BENNETT ST	  	Wakefield	  	MA
	Willow Grove	  	229 OLD YORK RD	  	Willow Grove	  	PA
	Waltham	  	36 SPRING ST	  	Waltham	  	MA
	Wilmington	  	901 N TATNALL ST	  	Wilmington	  	DE
	Wellesley	  	11 LAUREL AVE	  	Wellesley	  	MA
	Winchester	  	954 MAIN ST	  	Winchester	  	MA
	Woonsocket	  	199 CLINTON ST	  	Woonsocket	  	RI
	Wantagh	  	2020 WANTAGH ST	  	Wantagh	  	NY
	Worcester	  	15 CHESTNUT ST	  	Worcester	  	MA
	Warwick	  	2527 WEST SHORE RD	  	Warwick	  	RI
	Union	  	1091 UNION RD EBENEZ	  	Buffalo	  	NY
	Williamsville	  	46 N CAYUGA RD	  	Buffalo	  	NY
	Yonkers	  	40 MAIN ST	  	Yonkers	  	NY
	Yaphank	  	YAPHANK MIDDLE ISLAN	  	Yaphank	  	NY

  

							
	 LSO Name
	  	 Address
	  	 City
	  	 State

	Alexandria	  	1316 MT VERNON AVE	  	Alexandria	  	VA
	ARLINGTON	  	1025 N IRVING ST	  	Arlington	  	VA
	Brooklyn	  	206-12 FRANKLE ST	  	Brooklyn	  	MD
	Chester Heights	  	82 BALTIMORE PIKE	  	Chester Heights	  	PA
	Cockeysville	  	99 SHAWAN RD	  	Cockeysville	  	MD
	Dover - DE	  	124 S STATE ST	  	Dover	  	DE
	Edison	  	1883 Lincoln Hwy	  	Edison	  	NJ
	Elizabeth	  	1196 E GRAND ST	  	Elizabeth	  	NJ
	Essex	  	1100 OLD EASTERN AVE	  	Essex	  	MD
	Easton	  	59 N 4TH ST	  	Easton	  	PA
	Exton	  	100 E SWEDESFORD RD	  	Exton	  	PA
	Fairfax	  	10431 LEE HWY	  	Fairfax	  	VA
	Freehold	  	56 E MAIN ST	  	Freehold	  	NJ
	Greenwich	  	16 SHERWOOD PLACE	  	Greenwich	  	CT









							
	Gaithersburg	  	5 N FREDERICK AV	  	Gaithersburg	  	MD
	Hammonton	  	215 S THIRD ST	  	Hammonton	  	NJ
	Harrisburg	  	210 PINE ST	  	Harrisburg	  	PA
	Dulles	  	2516 HORSEPEN RD	  	Herndon	  	VA
	Herndon	  	1130 ELDEN ST	  	Herndon	  	VA
	Sterling	  	21376 POTOMAC VIEW RD	  	Sterling	  	VA
	Hazleton	  	128 W GREEN ST	  	Hazleton	  	PA
	Kuhnsville	  	OLD RT 22	  	Kuhnsville	  	PA
	Lakewood	  	216 LEXINGTON AV	  	Lakewood	  	NJ
	Lancaster	  	126 N DUKE ST	  	Lancaster	  	PA
	Little Falls	  	19 MAPLE ST	  	Little Falls	  	NJ
	Mechanicsburg	  	14 N HIGH ST	  	Mechanicsburg	  	PA
	Media	  	200 W STATE ST	  	Media	  	PA
	Merchantville	  	15 E MAPLE AV	  	Merchantville	  	NJ
	Millville	  	416 BUCK ST	  	Millville	  	NJ
	Manahawken	  	32 STAFFORD AV	  	Manahawkin	  	NJ
	Morrisville	  	230 STOCKHAM AVE	  	Morrisville	  	PA
	New Brunswick	  	18 PATERSON ST	  	New Brunswick	  	NJ
	Newark	  	67 BLOOMFIELD AV	  	Newark	  	NJ
	Thomas St	  	33 THOMAS ST	  	Manhattan	  	NY
	Owings Mills	  	4 ST THOMAS LN	  	Owings Mills	  	MD
	Ivy	  	4334 TERRACE ST	  	Philadelphia	  	PA
	Pittsburg	  	416 7TH AV	  	Pittsburg	  	PA
	Pikesville	  	400 REISTERSTOWN RD	  	Pikesville	  	MD
	Plainfield	  	420 PARK AV	  	Plainfield	  	NJ
	Prince Frederick	  	20 ARMORY RD	  	Prince Frederick	  	MD
	Pleasantville	  	423 W WASHINGTON AV	  	Pleasantville	  	NJ
	Rochelle Park	  	75 W PASSAIC ST	  	Rochelle Park	  	NJ
	Red Bank	  	183-187 BROAD ST	  	Red Bank	  	NJ
	Reading	  	401-409 WASHINGTON S	  	Reading	  	PA
	Reston	  	2905 FOX MILL RD	  	Reston	  	VA
	Rutherford	  	40 ORIENT WY	  	Rutherford	  	NJ
	Riverhead	  	140 GRIFFING AVE	  	Riverhead	  	NY
	Southampton	  	55 WINDMILL LA	  	Southampton	  	NY
	Scranton	  	121 ADAMS AV	  	Scranton	  	PA
	Somers Point	  	115 NEW RD	  	Somers Point	  	NJ
	Somerville	  	172 W MAIN ST	  	Somerville	  	NJ
	Towson	  	100 YORK RD	  	Towson	  	MD
	Lincoln	  	120 7TH ST NE	  	Washington	  	DC
	Washington - SW	  	30 E ST SW	  	Washington	  	DC
	Woodley	  	4268 WISC AV NW	  	Washington	  	DC









							
	Washington-Warren	  	167 WASHINGTON AV	  	Washington	  	NJ
	Woodbridge	  	138 Main St	  	Woodbridge	  	NJ
	Wilkes-Barre	  	222 S Main St	  	Wilkes-Barre	  	PA
	Wildwood	  	3500 PACIFIC AV	  	Wildwood	  	NJ








 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 1018 W. 9th Ave. King of Prussia, PA 19406 and 601 W. 26th St., New York, NY
10001. 







 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.	 	709 Westchester Avenue, 4th floor White Plains, NY 10604	 	WP 31503 24	 	Pledged Account








 SCHEDULE 10.8 
 Transactions with Affiliates 
 None. 







 EXHIBIT A 
 to 
 $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.




  
 2 








 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



  
 3 








 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. 



  
 2 








 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, 

  
 3 








 
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. 

  
 4 








 EXHIBIT B 
 to 
 $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 bill-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 bill-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	  	$	 	  

  

	2 	 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 
 to 
 $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 
 to 
 $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] 

  
 2 








 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:	 	  




  
 3 








 EXHIBIT E 
 to 
 $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: 
  

							
	 Component of Loan
	  	 Interest Rate
	  	 Interest Period

(LIBOR

Rate only)
	  	 Termination Date for

Interest Period
 (if applicable)

				
		  	[Base Rate or LIBOR Rate]	  		  	

 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] 

  
 2 








 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:	 	  




  
 3 








 EXHIBIT F 
 to 
 $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:	 	  




  
 2 








 EXHIBIT G 
 to 
 $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:	 	  




  
 2 








 EXHIBIT H 
 to 
 $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 


  
 4 









	 	(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] 

  
 5 








 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:	 	  




  
 6