exv4w19



 





Exhibit 4.19




     SUPPLEMENT NO. 2, dated as of May 31, 2007 (this “Supplement”), to the Security
Agreement dated as of August 23, 2006 and supplemented as of September 29, 2006 (the “Security
Agreement”), by and among Broadview Networks Holdings, Inc. (“Holdings”), certain of
its Subsidiaries thereto (the “Initial Grantors”) and The Bank of New York, as collateral
agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined
herein).



     A. Reference is made to the Indenture, dated as of August 23, 2006 and supplemented as of
September 29, 2006, May 14, 2007 and on the date hereof, by and among Holdings, the Initial
Grantors, the New Grantors (as defined below) and the Bank of New York, as trustee and collateral agent
(as amended, restated, supplemented, waived or otherwise modified from time to time, collectively,
the “Indenture”).



     B. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Indenture and the Security Agreement referred to therein.



     C. The undersigned Subsidiaries listed under the heading “New Grantors” (collectively, the
“New Grantors”) are executing this Supplement in accordance with the requirements of
Section 4.14 of the Indenture and Section 7.18 of the Security Agreement.



          Accordingly, the Collateral Agent and the New Grantors agree as follows:




          SECTION 1. In accordance with Section 7.18 of the Security Agreement, each New Grantor by its
signature below becomes a Grantor under the Security Agreement with the same force and effect as if
originally named therein as a Grantor, and each New Grantor hereby (a) agrees to all the terms and
provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents
and warrants that the representations and warranties made by it as a Grantor thereunder are true
and correct, in all material respects, on and as of the date hereof, except that the Schedules as
with respect to the New Grantors are hereby updated to reflect the information set forth in the
Schedules hereto. In furtherance of the foregoing, each New Grantor, hereby grants, pledges and
collaterally assigns to the Collateral Agent, for the ratable benefit of the Secured Parties, a
continuing security interest in, all of the New Grantor’s right, title and interest in the
Collateral, as collateral security for the prompt and complete payment and performance when due
(whether at the stated maturity, by acceleration or otherwise) of the Obligations. Each reference
to a “Grantor” in the Security Agreement shall be deemed to include the New Grantors. The
Security Agreement is hereby incorporated herein by reference.




          SECTION 2. Each New Grantor represents and warrants to the Collateral Agent and the other
Secured Parties that this Supplement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in accordance with its
terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent
conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of
equity (regardless of whether such enforceability is considered in a proceeding in equity or at
law) and (iii) implied covenants of good faith and fair dealing.




          SECTION 3. This Agreement may be executed in two or more counterparts (including by
facsimile), each of which shall constitute an original but all of which when taken together shall
constitute but one contract. This Supplement shall become effective when (a) the Collateral Agent
shall have received a counterpart of this Supplement that bears the signature of the New Grantors
and (b) the Collateral Agent has executed a counterpart hereof.




 









 








          SECTION 4. Except as expressly supplemented hereby, the Security Agreement shall remain in
full force and effect.




          SECTION 5. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SUPPLEMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.




          SECTION 6. In the event any one or more of the provisions contained in this Supplement should
be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions contained herein and in the Security Agreement shall not in any way be
affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable provisions.




          SECTION 7. All communications and notices hereunder shall be in writing and given as provided
in Section 7.1 of the Security Agreement.




          SECTION 8. The New Grantors agrees to reimburse the Collateral Agent for its reasonable
out-of-pocket expenses in connection with this Supplement, including the reasonable fees,
disbursements and other charges of counsel for the Collateral Agent.




[Remainder of Page Intentionally Left Blank.]




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          IN WITNESS WHEREOF, the New Grantors and the Collateral Agent have duly executed this
Supplement as of the day and year first above written.




	 	 	 	 	 
	 	BANK OF NEW YORK as Collateral Agent

 	 
	 	By:  	/s/ Carlos R. Luciano
 	 
	 	 	Name:  	Carlos R. Luciano 	 
	 	 	Title:  	Vice President 	 
	 
	 	NEW GRANTORS:



EUREKA BROADBAND CORPORATION 

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	Vice President, Assistant Secretary and Assistant Treasurer 	 
	 
	 	EUREKA HOLDINGS, LLC

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	Vice President, Assistant Secretary and Assistant Treasurer 	 
	 
	 	EUREKA NETWORKS, LLC

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	Vice President, Assistant Secretary and Assistant Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	EUREKA TELECOM, INC.

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	Vice President, Assistant Secretary and Assistant Treasurer 	 
	 
	 	EUREKA TELECOM OF VA, INC.

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	Vice President, Assistant Secretary and Assistant Treasurer 	 
	 
	 	INFOHIGHWAY COMMUNICATIONS CORPORATION

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	Vice President, Assistant Secretary and Assistant Treasurer 	 
	 
	 	ARC NETWORKS, INC.

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	Vice President, Assistant Secretary and Assistant Treasurer 	 
	 
	 	A.R.C. NETWORKS, INC.

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	Vice President, Assistant Secretary and Assistant Treasurer 	 



 









 





	 	 	 	 	 
	 	INFOHIGHWAY VIRGINIA, INC.

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	Vice President, Assistant Secretary and Assistant Treasurer 	 
	 
	 	INFO-HIGHWAY INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	Vice President, Assistant Secretary and Assistant Treasurer