exv10w20



 





Exhibit 10.20




[EXECUTION COPY]




$90,000,000




BROADVIEW NETWORKS HOLDINGS, INC.




113/8
% Senior Secured Notes due 2012




PURCHASE AGREEMENT




May 8, 2007




JEFFERIES & COMPANY, INC.

520 Madison Avenue, 12th Floor

New York, New York 10022



Ladies and Gentlemen:




     Broadview Networks Holdings, Inc., a Delaware corporation (the “Company”), and the
guarantors signatory hereto (the “Initial Guarantors” and, together with the InfoHighway
Guarantors (as defined below) upon their becoming parties hereto pursuant to Section 5(p),
the “Guarantors”), jointly and severally, hereby agree (this “Agreement”) with you
as follows:



     1. Issuance of Notes. Subject to the terms and conditions herein contained, the
Company proposes to issue and sell to Jefferies & Company, Inc. (the “Initial Purchaser”)
$90,000,000 aggregate principal amount of 113/8% Senior Secured Notes due 2012 (each a
“Note” and, collectively, the “Notes”). The Notes will be issued pursuant to an
indenture (the “Indenture”), dated as of August 23, 2006 (as supplemented on September 29,
2006), by and among the Company, the Guarantors and The Bank of New York, as trustee (the
“Trustee”) and collateral agent (the “Collateral Agent”). Capitalized terms used
but not defined herein shall have the meanings set forth in the “Description of the Notes—Certain
Definitions” section of the Offering Circular.



     The Notes will be offered and sold to the Initial Purchaser pursuant to an exemption from the
registration requirements under the Securities Act of 1933, as amended (the “Act”). Upon
original issuance thereof, and until such time as the same is no longer required under the
applicable requirements of the Act, the Notes shall bear the legends set forth in the final
offering circular related to the issuance of the Notes, dated the date hereof (the “Final
Offering Circular”). The Company has prepared a preliminary offering circular, dated May 7,
2007 (the “Preliminary Offering Circular”), and the Final Offering Circular relating to the
offer and sale of the Notes (the “Offering”). “Offering Circular” means, as of any
date or time referred to in this Agreement, the most recent offering circular (whether the
Preliminary Offering Circular or the Final Offering Circular, and any amendment or supplement to
either such document), including, without limitation, exhibits and schedules thereto.



     2. Terms of Offering. The Initial Purchaser has advised the Company, and the Company
understands, that the Initial Purchaser will make offers to sell (the “Exempt Resales”)



 









 







some or all of the Notes purchased by the Initial Purchaser hereunder on the terms set forth in
the Final Offering Circular, as amended or supplemented, to persons (the “Subsequent
Purchasers”) (i) outside the United States in compliance with Regulation S of the Act, or (ii)
whom the Initial Purchaser (A) reasonably believes to be “qualified institutional buyers” as
defined in Rule 144A under the Act (“QIBs”), as such Rule may be amended from time to time, or (B)
reasonably believes (based upon written representations made by such persons to the Initial
Purchaser) to be institutional “accredited investors” (“Accredited Investors”) as defined
in Rule 501(a)(l), (2), (3) or (7) under the Act.



     Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company (other than
Immaterial Subsidiaries) as of the Closing Date (as hereinafter defined) and all future Domestic
Restricted Subsidiaries of the Company (other than future Immaterial Subsidiaries), jointly and
severally, shall fully and unconditionally guarantee, on a senior secured basis, to each holder of
the Notes and the Trustee, the payment and performance of the Company’s obligations under the
Indenture and the Notes (each such guarantee being referred to herein as a “Guarantee”).



     Pursuant to the terms of the Indenture and the Collateral Agreements (as defined in the
Indenture), all of the Company’s and each Guarantor’s obligations under the Indenture and the Notes
will be secured by a lien and security interest on substantially all of the Company’s and its
subsidiaries’ assets, subject to certain exceptions; provided, however, that
pursuant to the terms of the Intercreditor Agreement, the security interest in those assets
consisting of receivables, inventory, deposit accounts, securities accounts and certain other
assets that secure the Notes and Guarantees (other than the Escrow Account (as defined below) and
funds and investment property on deposit therein or credited thereto and certain other excluded
assets) will be contractually subordinated to the lien of the Administrative Agent (as defined
below) that secures the obligations (i) under the Company’s $25.0 million credit agreement, dated
as of August 23, 2006 (the “Credit Agreement”), among the Company, the guarantors party
thereto, as borrowers, the lenders party thereto and The CIT Group/Business Credit, Inc., as
administrative agent (the “Administrative Agent”), and (ii) certain other permitted
Indebtedness, in each case, to the extent provided in the Intercreditor Agreement.



     Pursuant to that certain agreement and plan of merger, dated as of February 23, 2007 (the
“Merger Agreement”), among the Company, Eureka Acquisition Corporation, our wholly-owned
Delaware subsidiary (“Eureka Acquisition”), Eureka Broadband Corporation, d/b/a
InfoHighway Communications, a Delaware corporation (“InfoHighway”), certain significant
shareholders of InfoHighway and the agent for the shareholders of InfoHighway, Eureka Acquisition
will be merged with and into InfoHighway, with InfoHighway continuing as the surviving corporation
and the Company’s wholly-owned subsidiary (the “Merger” and, together with the offer and
sale of the Notes, the “Transactions”).



     Pursuant to the escrow agreement, to be dated as of the Closing Date (the “Escrow
Agreement”), among the Company, the Trustee and The Bank of New York, as escrow agent (the
“Escrow Agent”), the gross proceeds from the sale of the Notes, together with available
cash, will be deposited into an escrow account (the “Escrow Account”) in an amount equal
to the sum of (x) $90.0 million multiplied by the issue price of the Notes and (y) the amount of
interest



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that would accrue on the Notes for the period from March 1, 2007 to August 31, 2007 (the
“Required Escrow Deposit”).



     Holders of the Notes (including Subsequent Purchasers) will have the registration rights set
forth in the registration rights agreement applicable to the Notes (the “Registration Rights
Agreement”), to be executed on and dated as of the Closing Date (as hereinafter defined).
Pursuant to the Registration Rights Agreement, the Initial Purchaser and the Company will agree,
among other things, to file with the Securities and Exchange Commission (the “SEC”) (i) a
registration statement under the Act (the “Exchange Offer Registration Statement”) relating
to 113/8% senior secured notes due 2012 (the “Exchange Notes”) which shall be identical to
the Notes (except that the Exchange Notes shall have been registered pursuant to such registration
statement and will not be subject to restrictions on transfer or contain additional interest
provisions) to be offered in exchange for the Notes (such offer to exchange being referred to as
the “Exchange Offer”), and/or (ii) under certain circumstances, a shelf registration
statement pursuant to Rule 415 under the Act (the “Shelf Registration Statement”) relating
to the resale by certain holders of the Notes. If required under the Registration Rights Agreement,
the Company will issue Exchange Notes and cause the Guarantors to issue exchange guarantees to the
Initial Purchaser (the “Private Exchange Notes” and “Private Exchange Guarantees”,
respectively). If the Company fails to satisfy its obligations under the Registration Rights
Agreement, it will be required to pay additional interest to the holders of the Notes under certain
circumstances in accordance with the terms of the Registration Rights Agreement.



     This Agreement, the Indenture, the Collateral Agreements, the Registration Rights Agreement,
the Notes, the Guarantees, the Exchange Notes, the Private Exchange Notes, if any, the Private
Exchange Guarantees, if any, and the Escrow Agreement are collectively referred to herein as the
“Documents.”



     3. Purchase, Sale and Delivery. On the basis of the representations, warranties,
agreements and covenants herein contained and subject to the terms and conditions herein set
forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser
agrees to purchase from the Company, the entire aggregate principal amount of the Notes at a
purchase price of 105.750% of the aggregate principal amount thereof, plus accrued interest from
and including March 1, 2007 to but excluding the Closing Date. Delivery to the Initial Purchaser
of, and payment for, the Notes shall be made at a closing (the “Closing”) to be held at
10:00 a.m., New York time, on May 14, 2007 (the “Closing Date”) at the New York offices of
White & Case LLP.



          On the Closing Date, (1) the Initial Purchaser shall deposit the gross proceeds from the
sale of the Notes into the Escrow Account, (2) the Company shall pay to the Initial Purchaser the
fees set forth in Section 4 of the letter agreement between the Company and the Initial Purchaser
dated February 23, 2007 and (3) the Company shall deliver to the Initial Purchaser one or more
certificates representing the Notes in definitive form, registered in such names and denominations
as the Initial Purchaser may request. The certificates representing the Notes in definitive form
shall be made available to the Initial Purchaser for inspection at the New York offices of White &
Case LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser) not
later than 10:00 a.m. one business day immediately preceding the Closing Date. Notes to be
represented by one or more definitive global securities in book-entry form will





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be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust
Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.




     4. Representations and Warranties of the Company. The Company and the Guarantors,
jointly and severally, represent and warrant to the Initial Purchaser that, as of the date hereof
and as of the Closing Date:



     (a) As of the Applicable Time (as defined below), neither (x) the Preliminary Offering
Circular, as supplemented by the final pricing term sheet in the form attached hereto as
Exhibit A (the “Pricing Supplement”), all considered together (collectively, the
“Time of Sale Circular”), nor (y) any individual Supplemental Offering Materials (as
defined below), when considered together with the Time of Sale Circular, contain any untrue
statement of a material fact, or omit to state any material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading.
“Applicable Time” means 4:00 P.M. (Eastern time) on May 8, 2007 or such other time as
agreed by the Company and the Initial Purchaser.


“Supplemental Offering Materials” means any “written communication” (within the meaning of
Rule 405 of the Act and the rules and regulations thereunder) prepared by or on behalf of the
Company, or used or referred to by the Company, that constitutes an offer to sell or a
solicitation of an offer to buy the Notes other than the Offering Circular or amendments or
supplements thereto (including the Pricing Supplement), including, without limitation, any road
show relating to the Notes that constitutes such a written communication.



The Final Offering Circular does not, and at the Closing Date will not, and each amendment or
supplement thereto as of its date will not, contain any untrue statement of a material fact, or
omit to state any material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, however, that
neither the Company nor the Guarantors make any representation or warranty as to the Initial
Purchaser Information (as defined in Section 11). No injunction or order has been issued
that either (i) asserts that any of the transactions contemplated by the Documents is subject to
the registration requirements of the Act or (ii) would prevent or suspend the issuance or sale of
the Notes or the use of the Time of Sale Circular, the Final Offering Circular or any amendment or
supplement thereto (including the Pricing Supplement), in any jurisdiction. Each of the Time of
Sale Circular and the Final Offering Circular, as of their respective dates, contained, and the
Final Offering Circular, as amended or supplemented, as of the Closing Date, will contain, all the
information specified in, and meet the requirements of, Rule 144A(d)(4) under the Act. There are no
related party transactions that would be required to be disclosed in the Final Offering Circular if
the Final Offering Circular were a prospectus included in a registration statement on Form S-l
filed under the Act that are not disclosed in the Final Offering Circular.




     (b) Each corporation, partnership or other entity in which the Company directly or indirectly
through any of its Subsidiaries, owns more than fifty percent (50%) of any class of Capital Stock
(as defined in the Offering Circular) is listed on Schedule I attached hereto (the
“Subsidiaries”), and such Capital Stock is free and clear of all Liens (as hereinafter
defined) other than Permitted Liens and liens under the Credit Agreement. Following the
consummation of the Merger, the Company will own, directly or indirectly through any of its
Subsidiaries, more



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than 50% of any class of Capital Stock of the entities listed on Schedule II hereto (the
“InfoHighway Entities”) and such Capital Stock will be free and clear of all Liens (as
hereinafter defined) other than Permitted Liens.




     (c) The Company and each of its Subsidiaries (i) has been duly organized or formed, as the
case may be, is validly existing and is in good standing under the laws of its jurisdiction of
organization, (ii) has all requisite power and authority to carry on its business and to own, lease
and operate its properties and assets, and (iii) is duly qualified or licensed to do business and
is in good standing as a foreign corporation, partnership or other entity, as the case may be,
authorized to do business in each jurisdiction in which the nature of such businesses or the
ownership or leasing of such properties requires such qualification, except where the failure to be
so qualified would not, individually or in the aggregate, have a Material Adverse Effect. A
“Material Adverse Effect” means a material adverse effect on (A) the properties, business,
operations, earnings, assets, liabilities or condition (financial or otherwise) of the Company and
its Subsidiaries, taken as a whole, or with respect to the InfoHighway Entities, such InfoHighway
Entities taken as a whole with the Company and the Subsidiaries, (B) the ability of the Company or
the Guarantors to perform their respective obligations in all material respects under any Document,
(C) the enforceability of any Collateral Agreement or the attachment, perfection or priority of any
of the Liens intended to be created thereby or (D) the validity of any of the Documents or the
consummation of any of the transactions contemplated therein.



     (d) All of the issued and outstanding shares of Capital Stock of the Company have been duly
authorized and validly issued, are fully paid and nonassessable, and were not issued in violation
of any preemptive or similar rights. The table under the caption “Capitalization “ in the Time of
Sale Circular and in the Final Offering Circular (including the footnotes thereto) sets forth, as
of the date of such table after giving effect to the Transactions, (i) the actual cash and cash
equivalents and capitalization of the Company and its Subsidiaries on a consolidated basis and (ii)
the pro forma cash and cash equivalents and capitalization of the Company, its Subsidiaries, on a
consolidated basis, and the InfoHighway Entities, on a consolidated basis, after giving effect to
the offer and sale of the Notes and the application of the net proceeds therefrom as described in
the Time of Sale Circular and in the Final Offering Circular under the section entitled “Use of
Proceeds.” After giving effect to the offer and sale of the Notes, all of the outstanding shares of
Capital Stock or other equity interests of each of the Company’s Subsidiaries, and upon
consummation of the Merger, each of the InfoHighway Entities (other than as required by applicable
law or issuances of directors’ qualifying shares) will be owned, directly or indirectly, by the
Company, free and clear of all liens, security interests, mortgages, pledges, charges, equities,
claims or restrictions on transferability or encumbrances of any kind (collectively,
“Liens”), other than those imposed under the Credit Agreement and the Documents or by the
Act and the securities or “Blue Sky” laws of certain domestic or foreign jurisdictions,
requirements for regulatory approvals and Liens constituting Permitted Liens. Except as set forth
in the Time of Sale Circular or the Final Offering Circular, there are no outstanding (A) options,
warrants or other rights for third parties to purchase securities from the Company or any of its
Subsidiaries, (B) agreements, contracts, arrangements or other obligations of the Company or any of
its Subsidiaries to issue to third parties or (C) other rights of third parties to convert any
obligation into or exchange any securities for, in the case of each of clauses (A) through
(C), shares of Capital Stock of or other ownership or equity interests in the Company or
any of its Subsidiaries other than to the extent necessary to consummate the Merger.




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     (e) No holder of securities of the Company or any of its Subsidiaries will be entitled to have
such securities registered under the registration statements required to be filed by the Company
and the Guarantors with respect to the Exchange Notes or Private Exchange Notes pursuant to the
Registration Rights Agreement, other than the notes previously issued under the Indenture.



     (f) The Company and each of the Initial Guarantors have, and upon consummation of the Merger,
each of the InfoHighway Entities (collectively, the “InfoHighway Guarantors”) will have,
all requisite corporate power and authority to execute, deliver and perform their respective
obligations under the Documents to which they are or will become a party and to consummate the
transactions contemplated thereby.



     (g) Each of this Agreement, the Indenture and the Collateral Agreements (other than the Escrow
Agreement) have been duly and validly authorized by the Company and the Initial Guarantors, and,
upon consummation of the Merger, will have been duly and validly authorized by each of the
InfoHighway Guarantors. Each of the Indenture and the Collateral Agreements (other than the Escrow
Agreement), when executed and delivered by the Company and the Guarantors, will constitute a legal,
valid and binding obligation of each of the Company and the Guarantors, enforceable against each of
the Company and the Guarantors in accordance with its terms, except that the enforcement thereof
may be subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent
conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally
and (ii) general principles of equity (whether applied by a court of law or equity) and the
discretion of the court before which any proceeding therefor may be brought.



     (h) The Registration Rights Agreement has been duly and validly authorized by the Company and
the Initial Guarantors and, upon consummation of the Merger, will have been duly and validly
authorized by the InfoHighway Guarantors. The Registration Rights Agreement, when executed and
delivered by the Company and the Guarantors, will constitute a legal, valid and binding obligation
of each of the Company and the Guarantors, enforceable against the Company and the Guarantors in
accordance with its terms, except that (A) the enforcement thereof may be subject to (i)
bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance or other
similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general
principles of equity (whether applied by a court of law or equity) and the discretion of the court
before which any proceeding therefor may be brought and (B) any rights to indemnity or
contribution thereunder may be limited by federal and state securities laws and public policy
considerations.



     (i) The Escrow Agreement has been duly and validly authorized by the Company. The Escrow
Agreement, when executed and delivered by the Company, will constitute a legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with its terms, except
that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization,
receivership, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect
relating to creditors’ rights generally and (ii) general principles of equity (whether applied by
a court of law or equity) and the discretion of the court before which any proceeding therefor may
be brought.




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     (j) The Notes, when issued, will be in the form contemplated by the Indenture. The
Indenture meets the requirements for qualification under the Trust Indenture Act of 1939, as
amended (the “TIA”). The Notes, Exchange Notes and Private Exchange Notes have each been
duly and validly authorized by the Company and, in the case of the Notes, when delivered to and
paid for by the Initial Purchaser in accordance with the terms of this Agreement and the
Indenture, will have been duly executed, issued and delivered and will be legal, valid and binding
obligations of the Company, entitled to the benefit of the Indenture, the Guarantees, the
Collateral Agreements and the Registration Rights Agreement, and enforceable against the Company
in accordance with their terms, except that the enforcement thereof may be subject to (i)
bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance or other
similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general
principles of equity (whether applied by a court of law or equity) and the discretion of the court
before which any proceeding therefor may be brought. Upon and following delivery to the Initial
Purchaser, the Notes will rank pari passu with all senior Indebtedness of the Company that is
outstanding on the date thereof (including Indebtedness incurred under the Credit Agreement) or
that may be incurred thereafter and senior to all subordinated Indebtedness of the Company that is
outstanding on the date thereof or that may be incurred thereafter.



     (k) The Guarantees and Private Exchange Guarantees have been duly and validly authorized by
the Initial Guarantors and, upon consummation of the Merger, will have been duly and validly
authorized by the InfoHighway Guarantors and, in the case of the Guarantees, when executed by the
Guarantors, will have been duly executed, issued and delivered and will be legal, valid and
binding obligations of the Guarantors, entitled to the benefit of the Indenture and the
Registration Rights Agreement, and enforceable against the Guarantors in accordance with their
terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency,
reorganization, receivership, moratorium, fraudulent conveyance or other similar laws now or
hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity
(whether applied by a court of law or equity) and the discretion of the court before which any
proceeding therefor may be brought. Upon and following delivery to the Initial Purchaser, the
Guarantees will rank pari passu with all senior Indebtedness of the Guarantors (including
guarantees in respect of Indebtedness incurred under the Credit Agreement) that is outstanding on
the date thereof or that may be incurred thereafter and senior to all subordinated Indebtedness of
the Guarantors that is outstanding on the date thereof or that may be incurred thereafter.



     (l) Neither the Company nor any of its Subsidiaries are in violation of its certificate of
incorporation, by-laws or any other of its organizational documents (collectively with respect to
such entity, its “Charter Documents”). Neither the Company nor any of its Subsidiaries are,
except as described in the Time of Sale Circular or the Final Offering Circular (i) in violation of
any Federal, state, local or foreign statute, law (including, without limitation, common law) or
ordinance, or any judgment, decree, rule, regulation or order (collectively, “Applicable
Law”) of any federal, state, local and other governmental authority, governmental or regulatory
agency or body, court, arbitrator or self-regulatory organization, domestic or foreign (each, a
“Governmental Authority”) or (ii) in breach of or default under any bond, debenture, note
or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other material
agreement or instrument to which any of them is a party or by which any of them or their respective
property is bound (collectively, “Applicable Agreements”), except, in the case of
clauses (i) and (ii) for any such violation, breach, or default as would not
reasonably be expected,



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individually or in the aggregate, to have a Material Adverse Effect. All material Applicable
Agreements are in full force and effect and are legal, valid and binding obligations of the
Company or its Subsidiaries, as applicable, or, to the Company’s knowledge, the other parties
thereto. There exists no condition that, with the passage of time or otherwise, would (a)
constitute a violation of (i) such Charter Documents or (ii) Applicable Law, (b) constitute a
breach of or default under any Applicable Agreement or (c) result in the imposition of any penalty
or the acceleration of any indebtedness other than in the case of clauses (a)(ii),
(b) and (c) as would reasonably be expected, individually or in the aggregate, not
to have a Material Adverse Effect.




     (m) Neither the execution, delivery or performance of the Documents nor the consummation of
any transactions contemplated therein will require the consent, approval, authorization or order
of any governmental or regulatory authority (other than (i) consents already obtained and in full
force and effect, (ii) governmental and regulatory approvals required to consummate the Merger
(the “InfoHighway Approvals”), (iii) as such as may be required under state securities or
“Blue Sky” laws in connection with the purchase and resale of the Notes by the Initial Purchaser
and (iv) any approvals necessary to foreclose on any Liens.



     (n) Neither the execution, delivery or performance of the Documents nor the consummation of
any transactions contemplated therein will result in the imposition of a Lien on any assets of the
Company or any of its Subsidiaries (except for Permitted Liens), or conflict with, violate,
constitute a breach of or a default (with the passage of time or otherwise) under, result in an
acceleration of indebtedness under or pursuant to (1) the Charter Documents, (2) any material
Applicable Agreement or (3) any Applicable Law, except in case
of clauses (2) and (3) as
would not reasonably be expected, individually or in the aggregate, to have a Material Adverse
Effect.



     (o) When executed and delivered, the Documents will conform in all material respects to the
descriptions thereof in the Time of Sale Circular.



     (p) There is no action, claim, suit, demand, hearing, notice of violation or deficiency, or
proceeding, domestic or foreign (collectively, “Proceedings”), pending or, to the knowledge
of the Company or any of its Subsidiaries, threatened, that either (i) seeks to restrain, enjoin,
prevent the consummation of, or otherwise challenge any of the Documents or any of the transactions
contemplated therein, or (ii) except as disclosed in the Time of Sale Circular and the Final
Offering Circular, would, individually or in the aggregate, have a Material Adverse Effect. Except
as disclosed in the Time of Sale Circular and the Final Offering Circular, neither the Company nor
any of its Subsidiaries are subject to any judgment, order, decree, rule or regulation of any
Governmental Authority that would, individually or in the aggregate, have a Material Adverse
Effect. No injunction or order has been issued and no Proceeding is pending or, to the knowledge of
the Company or any of its Subsidiaries, threatened that (i) asserts that the offer, sale and
delivery of the Notes to the Initial Purchaser pursuant to this Agreement or the initial resale of
the Notes by the Initial Purchaser in the manner contemplated by this Agreement is subject to the
registration requirements of the Act, or (ii) would prevent or suspend the issuance or sale of the
Notes, including the Exempt Resales, or the use of the Preliminary Offering Circular, the Time of
Sale Circular, the Final Offering Circular, or any amendment or supplement thereto, in any
jurisdiction.



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     (q) Each of the Company and its Subsidiaries possesses all licenses, permits, certificates,
consents, orders, approvals and other authorizations from, and has made all declarations and
filings with, all Governmental Authorities, presently required or necessary to own or lease, as
the case may be, and to operate their respective properties and to carry on their respective
businesses as now or proposed to be conducted as set forth in the Final Offering Circular
(“Permits”), except where the failure to obtain such Permits would not, individually or in
the aggregate, have a Material Adverse Effect; and each of the Company and its Subsidiaries has
fulfilled and performed all of its obligations with respect to such Permits and no event has
occurred which allows, or after notice or lapse of time would allow, revocation or termination
thereof or results in any other material impairment of the rights of the holder of any such
Permit; and neither the Company nor any of its Subsidiaries have received any notice of any
proceeding relating to revocation or modification of any such Permit, except as disclosed in the
Time of Sale Circular or the Final Offering Circular or except where such revocation or
modification would not, individually or in the aggregate, have a Material Adverse Effect.



     (r) Each of the Company and its Subsidiaries has good and marketable title to all real
property owned by it and good title to all personal property owned by it and good and indefeasible
title to all leasehold estates in real and personal property being leased by it and, as of the
Closing Date, will be free and clear of all Liens (other than Permitted Liens). The assets of each
of the Company and its Subsidiaries include all of the assets and properties necessary or required
in, or otherwise material to, the conduct of the businesses of each of them as currently conducted
and as proposed to be conducted (as described in the Final Offering Circular and the Time of Sale
Circular), and such assets are in good working condition, except where the failure of such assets
to be in working condition would not, individually or in the aggregate, have a Material Adverse
Effect.



     (s) All Tax returns required to be filed by the Company and each of its Subsidiaries have
been filed, except where the failure to file any such Tax returns would not be reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect or where valid
extensions have been granted, and all such returns that have been filed are true, complete, and
correct in all material respects. Except as disclosed in the Offering Circular, all material Taxes
that are due from the Company and its Subsidiaries have been paid other than those (i) currently
payable without penalty or interest or (ii) being contested in good faith and by appropriate
proceedings and for which adequate reserves have been established in accordance with generally
accepted accounting principles of the United States, consistently applied (“GAAP”). Except
as disclosed in the Offering Circular, there are no actual or proposed Tax assessments on the
Company or any of its Subsidiaries that would, individually or in the aggregate, have a Material
Adverse Effect. The accruals and reserves on the books and records of the Company and its
Subsidiaries in respect of any material Tax liability for any taxable period not finally
determined are adequate to meet any assessments of Tax for any such period. For purposes of this
Agreement, the term “Tax” and “Taxes” shall mean all Federal, state, local and
foreign taxes, and other assessments of a similar nature (whether imposed directly or through
withholding), including, without limitation, any interest, additions to tax, or penalties
applicable thereto.



     (t) Each of the Company and its Subsidiaries owns, or is licensed under, and has the right to
use, all patents, patent rights, licenses, inventions, copyrights, know-how (including, without
limitation, trade secrets and other unpatented and/or unpatentable proprietary or



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confidential information, systems or procedures), trademarks, service marks and trade names
(collectively, “Intellectual Property”) necessary for the conduct of its businesses and, as
of the Closing Date, will be free and clear of all Liens, other than Permitted Liens and liens
under the Credit Agreement. Neither the Company nor any of its Subsidiaries have received any
written claims or notices of any potential claim asserted by any person challenging the use of any
such Intellectual Property by any of the Company or any of its Subsidiaries or questioning the
validity or effectiveness of the Intellectual Property or any license or agreement related thereto
and neither the Company nor any Subsidiary have any knowledge of any facts or circumstances that
would reasonably be expected to result in any such claim or potential claim. There is no valid
basis for any such claim, other than any claims that would not, individually or in the aggregate,
have a Material Adverse Effect. The use of such Intellectual Property by the Company or any of its
Subsidiaries will not infringe on the Intellectual Property rights of any other person in any
manner that would, individually or in the aggregate, be reasonably expected to have a Material
Adverse Effect.




     (u) The Company maintains a system of internal accounting controls sufficient to provide
reasonable assurance that (i) material transactions are executed in accordance with management’s
general or specific authorization, (ii) material transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP, and to maintain asset accountability,
(iii) access to assets is permitted only in accordance with management’s general or specific
authorization and (iv) the recorded accountability for assets is compared with the existing assets
at reasonable intervals and appropriate action is taken with respect to any material differences.



     (v) The audited consolidated financial statements and related notes of the InfoHighway
Entities and the Company and its consolidated Subsidiaries contained in the Time of Sale Circular
and the Final Offering Circular (the “Financial Statements”) present fairly in all
material respects the financial position, results of operations and cash flows of the InfoHighway
Entities and the Company and its consolidated Subsidiaries, as applicable, and as of the
respective dates and for the respective periods to which they apply and have been prepared in
accordance with GAAP. The historical financial data set forth under “Summary Consolidated
Financial and Other Data” and “Selected Consolidated Financial Data” included in the Time of Sale
Circular and the Final Offering Circular have been prepared on a basis consistent with that of the
Financial Statements of the Company and its consolidated Subsidiaries and present fairly in all
material respects the financial position and results of operations of the Company and its
consolidated Subsidiaries as of the respective dates and for the respective periods indicated.
Nothing has come to the attention of the Company or its Subsidiaries that has caused such Person
to believe that the statistical and market and industry-related data included in the Time of Sale
Circular and the Final Offering Circular are not based on or derived from sources that the Company
believes to be reliable and accurate.



     (w) The pro forma financial information and the related notes of the Company and its
Subsidiaries set forth in the Time of Sale Circular and the Final Offering Circular include
assumptions that were made in good faith and provide a reasonable basis for presenting the
significant effects directly attributable to the transactions and events described therein. The
related pro forma adjustments give appropriate effect to those assumptions and reflect the proper
application of those adjustments to the historical financial statement amounts in the pro forma



10









 




financial data included in the Time of Sale Circular and the Final Offering Circular. The pro
forma financial data set forth under “Summary Consolidated Financial and Other Data,” “Selected
Consolidated Financial Data” and “Pro Forma Condensed Consolidated Financial Data” in the Time of
Sale Circular and the Final Offering Circular comply as to form in all material respects with the
applicable accounting requirements of Regulation S-X under the Act and the pro forma adjustments
have been properly applied to the historical amounts in the compilation of those statements.




     (x) Subsequent to the respective dates as of which information is given in the Time of Sale
Circular and the Final Offering Circular, except as disclosed in the Time of Sale Circular or the
Final Offering Circular, (i) neither the Company nor any of its Subsidiaries have incurred any
liabilities, direct or contingent, that are material, individually or in the aggregate, to the
Company and its Subsidiaries, taken as a whole, or have entered into any transactions not in the
ordinary course of business and (ii) there has not been any material decrease in the Capital Stock
or any material increase in long-term indebtedness or any material increase in short-term
indebtedness of the Company and its Subsidiaries, or any payment of or declaration to pay any
dividends or any other distribution with respect to the Company. There has not been any material
adverse change in the properties, business, operations, earnings, assets, liabilities or condition
(financial or otherwise) of the Company and its Subsidiaries taken as a whole or to the InfoHighway
Entities taken as a whole with the Company and its Subsidiaries (each of clauses (i) and
(ii) in the immediately preceding sentence and the events in this sentence, a “Material
Adverse Change”), since December 31, 2006.



     (y) No “nationally recognized statistical rating organization” (as such term is defined for
purposes of Rule 436(g)(2) under the Act) (i) has imposed (or has informed the Company that it is
considering imposing) any condition (financial or otherwise) on the Company retaining any rating
assigned to the Company or any of its Subsidiaries or to any securities of the Company or any of
its Subsidiaries, or (ii) has indicated to the Company that it is considering (A) the downgrading,
suspension, or withdrawal of, or any review for a possible change that does not indicate the
direction of the possible change in, any rating so assigned, or (B) any change in the outlook for
any rating of the Company or any of its Subsidiaries or any securities of the Company or any of
its Subsidiaries.



     (z) All indebtedness represented by the Notes is being incurred for proper purposes and in
good faith. On the Closing Date, each of the Company and the Initial Guarantors and upon the
consummation of the Merger, each of the InfoHighway Guarantors (i) will be solvent, (ii) will have
sufficient capital with which to conduct the business it is presently conducting and presently
anticipates conducting and (iii) will be able to pay its debts as they mature.



     (aa) Except as disclosed in the Time of Sale Circular or the Final Offering Circular and as
it relates to the Initial Purchaser, the Company has not and, to its knowledge after due inquiry,
no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause
or to result in, or that has constituted or which might reasonably be expected to constitute, the
stabilization or manipulation of the price of any security of the Company to facilitate the sale
or resale of any of the Notes, (ii) sold, bid for, purchased, or paid anyone any compensation for
soliciting purchases of, any of the Notes, or (iii) except as disclosed in the Time of Sale
Circular



11









 




or the Final Offering Circular, paid or agreed to pay to any person any compensation for
soliciting another to purchase any other securities of the Company.




     (bb) Without limiting any provision herein, no registration under the Act and no
qualification of the Indenture under the TIA is required for the sale of the Notes to the Initial
Purchaser as contemplated hereby or for the Exempt Resales, assuming (i) that the purchasers in
the Exempt Resales are QIBs or Accredited Investors or non-U.S. persons and (ii) the accuracy of
the Initial Purchaser’s representations contained herein regarding the absence of general
solicitation in connection with the sale of the Notes to the Initial Purchaser and in the Exempt
Resales.



     (cc) The Notes are eligible for resale pursuant to Rule 144A under the Act and no other
securities of the Company are of the same class (within the meaning of Rule 144A under the Act) as
the Notes and listed on a national securities exchange registered under Section 6 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or quoted in a U.S. automated
inter-dealer quotation system. No securities of the Company of the same class as the Notes have
been offered, issued or sold by the Company or any of its Affiliates within the six-month period
immediately prior to the date hereof.



     (dd) Neither the Company nor any of its Affiliates or, to the Company’s knowledge, other
persons acting on behalf of the Company have offered or sold the Notes by means of any general
solicitation or general advertising within the meaning of Rule 502(c) under the Act or, with
respect to Notes sold outside the United States to non-U.S. persons (as defined in Rule 902 under
the Act), by means of any directed selling efforts within the meaning of Rule 902 under the Act,
and the Company, each Affiliate of the Company and each other person acting on behalf of the
Company have complied with and will implement the “offering restrictions” within the meaning of
such Rule 902; provided, that no representation is made in this subsection with respect to
the actions of the Initial Purchaser.



     (ee) Each of the Company, its Subsidiaries and each ERISA Affiliate thereof has fulfilled its
obligations, if any, under the minimum funding standards of Section 302 of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”) with respect to each “pension plan” (as
defined in Section 3(2) of ERISA), subject to Section 302 of ERISA which the Company, its
Subsidiaries and any ERISA Affiliate thereof sponsors or maintains, or with respect to which it
has (or within the last three years had) any obligation to make contributions, and each such plan
is in compliance in all material respects with the presently applicable provisions of ERISA and
the Code (as defined below). None of the Company, its Subsidiaries or any ERISA Affiliate thereof
has incurred any material unpaid liability to the Pension Benefit Guaranty Corporation (other than
for the payment of premiums in the ordinary course) or to any such plan under Title IV of ERISA.
“ERISA Affiliate” means, with respect to an entity, any other corporation, trade or
business that is required to be treated as a single employer with such entity under Section 414 of
the Internal Revenue Code of 1986, as amended (the “Code”‘).



     (ff) (i) Except as disclosed in the Time of Sale Circular or the Final Offering Circular,
neither the Company nor any of its Subsidiaries are party to or bound by any collective bargaining
agreement with any labor organization; (ii) there is no union representation question existing
with respect to the employees of the Company or any of its Subsidiaries and, to the



12









 




knowledge of the Company after due inquiry, no union organizing activities are taking place; (iii)
to the Company’s knowledge, no union organizing or decertification efforts are underway or
threatened against the Company or any of its Subsidiaries; (iv) no labor strike, work stoppage,
slowdown, or other material labor dispute is pending against the Company or any of its
Subsidiaries, or, to the knowledge of the Company and its Subsidiaries, is threatened against the
Company or any of its Subsidiaries; (v) there is no worker’s compensation liability, experience or
matter that could be reasonably expected to have a Material Adverse Effect; (vi) to the knowledge
of the Company there is no threatened or pending liability against the Company or any of its
Subsidiaries pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended
(“WARN”), or any similar state or local law; (vii) there is no employment-related charge,
complaint, grievance, investigation, unfair labor practice claim, or inquiry of any kind, pending
against, to the Company’s knowledge, the Company or any of its Subsidiaries that could,
individually or in the aggregate, have a Material Adverse Effect; (viii) to the knowledge of the
Company no employee or agent of the Company or any of its Subsidiaries has committed any act or
omission giving rise to liability for any violation identified in subsection (vi) and
(vii) above, other than such acts or omissions that would not, individually or in the
aggregate, have a Material Adverse Effect; and (ix) no term or condition of employment exists
through arbitration awards, settlement agreements, or side agreements that is contrary to the
express terms of any applicable collective bargaining agreement.




     (gg) None of the transactions contemplated in the Documents or the application by the Company
or any of its Subsidiaries of the proceeds of the Notes will violate or result in a violation of
Section 7 of the Exchange Act (including, without limitation, Regulation T (12 C.F.R. Part 220),
Regulation U (12 C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) of the Board of Governors
of the Federal Reserve System).



     (hh) None of the InfoHighway Entities, the Company or any of its Subsidiaries is an open-end
investment company, unit investment trust or face-amount certificate company that is or is
required to be registered under Section 8 of the Investment Company Act of 1940, as amended (the
“Investment Company Act”); and none of the InfoHighway Entities, the Company or any of its
Subsidiaries is or, after giving effect to the offering and sale of the Notes and the application
of the proceeds thereof as described in the Time of Sale Circular or the Final Offering Circular,
will be an “investment company” as defined in the Investment Company Act.



     (ii) None of the InfoHighway Entities, the Company or any of its Subsidiaries has engaged any
broker (other than DH Capital, LLC in connection with the Merger), finder, commission agent or
other person (other than the Initial Purchaser and its affiliates) in connection with the Offering
or any of the transactions contemplated in the Documents, and none of the InfoHighway Entities,
the Company or any of its Subsidiaries is under any obligation to pay any broker’s fee or
commission in connection with such transactions (other than (A) a fee of $250,000 owed to DH
Capital, LLC in connection with the Merger and (B) commissions or fees to the Initial Purchaser
and its affiliates).



     (jj) Except as disclosed in the Time of Sale Circular and the Final Offering Circular, each
of the Company and its Subsidiaries (i) is in compliance with all applicable foreign, Federal,
state and local laws and regulations relating to the protection of the environment or hazardous or
toxic substances of wastes, pollutants or contaminants (“Environmental Laws”),



13









 




(ii) has received and is in compliance with all permits, licenses or other approvals required of
it under applicable Environmental Laws to conduct their respective businesses and (iii) has not
received notice of any actual or potential liability for the investigation or remediation of any
disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, in
each case except where such non-compliance with Environmental Laws, failure to receive and comply
with required permits, licenses or other approvals, or liability would not, individually or in the
aggregate, have a Material Adverse Effect, whether or not arising from transactions in the
ordinary course of business. Except as disclosed in the Time of Sale Circular or the Final
Offering Circular, neither the Company nor any of its Subsidiaries have been named as a
“potentially responsible party” under the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended.




     (kk) As of the Closing Date (except as set forth under the Credit Agreement and the
Indenture), there will be no encumbrances or restrictions on the ability of any Subsidiary of the
Company (x) to pay dividends or make other distributions on such Subsidiary’s Capital Stock or to
pay any indebtedness to the Company or any other Subsidiary of the Company, (y) to make loans or
advances or pay any indebtedness to, or investments in, the Company or any other Subsidiary of the
Company or (z) to transfer any of its property or assets to the Company or any other Subsidiary of
the Company.



     (ll) Each certificate signed by any officer of the Company, or any Subsidiary thereof pursuant
to Section 7(f) hereof, delivered to the Initial Purchaser shall be deemed a representation
and warranty by the Company or any such Subsidiary thereof (and not individually by such officer)
to the Initial Purchaser with respect to the matters covered thereby.



     (mm) Each of the Company and its Subsidiaries is insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as are prudent and customary in
the businesses in which they are engaged. All policies of insurance insuring the Company or any of
its Subsidiaries or their respective businesses, assets, employees, officers and directors are in
full force and effect. The Company and its Subsidiaries are in compliance with the terms of such
policies and instruments in all material respects, and there are no claims by the Company or any
of its Subsidiaries under any such policy or instrument as to which any insurance company is
denying liability or defending under a reservation of rights clause. Neither the Company nor any
such Subsidiary have been refused any insurance coverage sought or applied for, and neither the
Company nor any such Subsidiary has any reason to believe that it will not be able to renew its
existing insurance coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business at a cost that would not,
individually or in the aggregate, have a Material Adverse Effect.



     (nn) The security interest of the Collateral Agent in the Collateral (as defined in the
Collateral Agreements) is a valid and enforceable perfected security interest in the Collateral
that can be perfected by control in accordance with Section 8-106 or 9-104 of the New York UCC or
by the filing of a financing statement under Article 9 of the New York UCC, which security
interest is superior to and prior to the rights of all third persons other than the First Priority
Lenders to the extent provided in the Intercreditor Agreement and other holders of Permitted
Liens.



14









 





     (oo) As of the Closing Date, except with respect to Permitted Liens and Liens created under
the Documents, there will be no currently effective financing statement, security agreement,
chattel mortgage, real estate mortgage or other document filed or recorded with any filing
records, registry, or other public office, that purports to cover, affect or give notice of any
present or possible future Lien on, or security interest in, any assets or property of the Company
or the Guarantors or any rights thereunder.



     (pp) To the knowledge of the Company, (i) Ernst & Young LLP (“E&Y”), the accountants
who have audited the financial statements of the Company and ATX, respectively, included as part
of the Time of Sale Circular and the Final Offering Circular, are independent certified public
accountants with respect to the Company and ATX, respectively, (ii) PricewaterhouseCoopers LLP
(“PWC”), the accountants who have audited the financial statements of the Company and ATX,
respectively, included as part of the Time of Sale Circular and the Final Offering Circular, are
independent certified public accountants with respect to the Company and ATX, respectively, and
(iii) Salibello & Broder, LLP (“S&B”), the accountants who have audited the financial
statements of InfoHighway included as part of the Time of Sale Circular and the Final Offering
Circular, are independent certified public accountants with respect to InfoHighway, in each case
of clauses (i) (ii) and (iii) above, under Rule 101 of the AICPA’s code of
professional conduct and its interpretations and rulings, during the periods covered by the
financial statements on which they reported included in the Time of Sale Circular.



     (qq) The Company has all requisite corporate power and authority to execute, deliver and
perform its obligations under the Merger Agreement. The Merger Agreement has been duly and validly
authorized by the Company, constitutes a legal, valid and binding obligation of the Company and is
in full force and effect. The representations and warranties contained in the Merger Agreement are
true as of the date made therein to the extent qualified therein. The Merger Agreement conforms in
all material respects to the descriptions thereof in the Time of Sale Circular and the Final
Offering Circular.



     (rr) Voyager Information Networks, Inc. has no assets.



     5. Covenants of the Company. The Company, on behalf of itself and its Subsidiaries,
hereby agrees:



     (a) To (i) advise the Initial Purchaser promptly after obtaining knowledge of (A) the
issuance by any state securities commission of any stop order suspending the qualification or
exemption from qualification of any of the Notes for offer or sale in any jurisdiction, or the
initiation of any proceeding for such purpose by any state securities commission or other
regulatory authority, or (B) the happening of any event that makes any statement of a material
fact made in the Time of Sale Circular, any Offering Circular or any Supplemental Offering
Material untrue or that requires the making of any additions to or changes in the Time of Sale
Circular or the Final Offering Circular in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, (ii) use its reasonable best efforts to
prevent the issuance of any stop order or order suspending the qualification or exemption from
qualification of any of the Notes under any state securities or Blue Sky laws, and (iii) if at any
time any state securities commission or other regulatory authority shall issue an order suspending
the qualification or exemption from qualification of any of the Notes under any such laws, use its



15









 




reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible
time.




     (b) To (i) furnish the Initial Purchaser, without charge, as many copies of the Final Offering
Circular, and any amendments or supplements thereto, as the Initial Purchaser may reasonably
request, (ii) promptly prepare the Pricing Supplement, in form and substance satisfactory to the
Initial Purchaser, and to furnish to the Initial Purchaser as many copies of the Pricing Supplement
as the Initial Purchaser may reasonably request and (iii) promptly prepare, upon the Initial
Purchaser’s reasonable request, any amendment or supplement to the Final Offering Circular that the
Initial Purchaser and the Company, upon advice of legal counsel, determines may be necessary in
connection with Exempt Resales (and the Company hereby consents to the use of the Preliminary
Offering Circular and the Final Offering Circular, and any amendments and supplements thereto, by
the Initial Purchaser in connection with Exempt Resales).



     (c) Not to amend or supplement the Final Offering Circular prior to the Closing Date unless
the Initial Purchaser shall previously have been advised thereof and shall have provided a written
consent thereto, which consent shall not be unreasonably withheld. The Company represents and
agrees that, unless it obtains the prior consent of the Initial Purchaser, it has not made and will
not make any offer relating to the Notes by means of any Supplemental Offering Materials.



     (d) So long as the Initial Purchaser shall hold any of the Notes, (i) if any event shall occur
as a result of which, in the reasonable judgment of the Company or the Initial Purchaser, it
becomes necessary or advisable to amend or supplement the Final Offering Circular in order to make
the statements therein, in light of the circumstances under which they were made, not misleading,
or if it is necessary to amend or supplement the Final Offering Circular to comply with Applicable
Law, to prepare, at the expense of the Company, an appropriate amendment or supplement to the Final
Offering Circular (in form and substance reasonably satisfactory to the Initial Purchaser, as
evidenced by its written consent thereto, which consent shall not be unreasonably withheld) so that
(A) as so amended or supplemented, the Final Offering Circular will not include an untrue statement
of material fact or omit to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading, and (B) the
Final Offering Circular will comply with Applicable Law and (ii) if in the reasonable judgment of
the Company or the Initial Purchaser it becomes necessary or advisable to amend or supplement the
Final Offering Circular so that the Final Offering Circular will contain all of the information
specified in, and meet the requirements of, Rule 144A(d)(4) of the Act, to prepare an appropriate
amendment or supplement to the Final Offering Circular (in form and substance reasonably
satisfactory to the Initial Purchaser, as evidenced by its written consent thereto, which consent
shall not be unreasonably withheld) so that the Final Offering Circular, as so amended or
supplemented, will contain the information specified in, and meet the requirements of, such Rule.



     (e) To cooperate with the Initial Purchaser and the Initial Purchaser’s counsel in connection
with the qualification of the Notes under the securities or Blue Sky laws of such jurisdictions as
the Initial Purchaser may request and continue such qualification in effect so long as reasonably
required for Exempt Resales.



16









 





     (f) Whether or not the Offering or any of the transactions contemplated under the Documents
are consummated or this Agreement is terminated, to pay (i) all costs, expenses, fees and taxes
incidental to and in connection with: (A) the preparation, printing and distribution of the Time of
Sale Circular, any Offering Circular and all amendments and supplements thereto (including, without
limitation, financial statements and exhibits), any Supplemental Offering Material and all other
agreements, memoranda, correspondence and other documents prepared and delivered in connection
herewith, (B) the preparation, issuance and delivery of the Notes, (C) the qualification of the
Notes for offer and sale under the securities or Blue Sky laws of the several states (including,
without limitation, the fees and disbursements of the Initial Purchaser’s counsel relating to such
registration or qualification), (D) furnishing such copies of the Time of Sale Circular, any
Offering Circular and all amendments and supplements thereto, as may reasonably be requested for
use by the Initial Purchaser and (E) the performance of the Company’s obligations under the
Registration Rights Agreement, including but not limited to the Exchange Offer, the Exchange Offer
Registration Statement and any Shelf Registration Statement as set forth in the Registration
Rights Agreement, (ii) all reasonable fees and expenses of the counsel, accountants and any other
experts or advisors retained by the Company, (iii) all expenses and listing fees in connection with
the application for quotation of the Notes on the Private Offerings, Resales and Trading Automated
Linkages (“PORTAL”) market, (iv) all fees and expenses (including reasonable fees and
expenses of counsel) of the Company in connection with approval of the Notes by DTC for
“book-entry” transfer, (v) all fees charged by rating agencies in connection with the rating of the
Notes, (vi) all fees and expenses (including reasonable fees and expenses of counsel) of the
Trustee and the Collateral Agent and all sub-collateral agents, (vii) all fees and expenses in
connection with the creation and perfection of the security interests under each of the Collateral
Agreements (including, without limitation, filing and recording fees, search fees, taxes and costs
of title policies), (viii) all fees and expenses of the Escrow Agent and the Escrow Agent’s counsel
in connection with the Escrow Agreement and the Escrow Account and (ix) all out-of-pocket expenses
(including the reasonable fees and expenses of the Initial Purchaser’s counsel, and the reasonable
fees and expenses of any other independent experts retained by the Initial Purchaser with the
Company’s consent) incurred by the Initial Purchaser in connection with the proposed purchase and
sale of the Notes, not to exceed $50,000.



     (g) To use the proceeds of the Offering in the manner described in the Time of Sale Circular
under the caption “Use of Proceeds.”



     (h) Not to, and to ensure that no “affiliate” (as defined in Rule 501(b) of the Act) of the
Company will, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of
any “security” (as defined in the Act) that would be integrated with the sale of the Notes in a
manner that would require the registration under the Act of the sale to the Initial Purchaser or to
the Subsequent Purchasers of the Notes.



     (i) For so long as any of the Notes remain outstanding, during any period in which the
Company is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request
to any owner of the Notes in connection with any sale thereof and any prospective Subsequent
Purchasers of such Notes from such owner, the information required by Rule 144A(d)(4) under the
Act.



17









 





     (j) To comply with the representation letter of the Company to DTC relating to the approval
of the Notes by DTC for “book entry” transfer.



     (k) To use its reasonable best efforts to effect the inclusion of the Notes in PORTAL and to
use its reasonable best efforts to maintain the listing of the Notes on PORTAL for so long as the
Notes are outstanding.



     (l) For so long as the Initial Purchaser shall hold any of the Notes, to furnish to the
Initial Purchaser copies of all reports and other communications (financial or otherwise)
furnished by the Company to the Trustee or to the holders of the Notes and, as soon as available,
copies of any reports or financial statements furnished to or filed by the Company with the SEC or
any national securities exchange on which any class of securities of the Company may be listed.



     (m) Except in connection with the Exchange Offer or the filing of the Shelf Registration
Statement, not to, and not to authorize or permit any person acting on its behalf to, (i)
distribute any offering material in connection with the offer and sale of the Notes other than the
Time of Sale Circular, any Offering Circular and any amendments and supplements to the Final
Offering Circular prepared in compliance with this Agreement, or (ii) solicit any offer to buy or
offer to sell the Notes by means of any form of general solicitation or general advertising
(including, without limitation, as such terms are used in Regulation D under the Act) or in any
manner involving a public offering within the meaning of Section 4(2) of the Act.



     (n) During the two year period after the Closing Date (or such shorter period as may be
provided for in Rule 144(k) under the Act, as the same may be in effect from time to time), to not,
and to not permit any current or future Subsidiaries of either the Company or any other
“affiliates” (as defined in Rule 144A under the Act) controlled by the Company to, resell any of
the Notes which constitute “restricted securities” under Rule 144 that have been reacquired by the
Company, any current or future Subsidiaries of the Company or any other “affiliates” (as defined in
Rule 144A under the Act) controlled by the Company, except pursuant to an effective registration
statement under the Act.



     (o) To pay all stamp, documentary and transfer taxes and other duties, if any, which may be
imposed by the United States or any political subdivision thereof or taxing authority thereof or
therein with respect to the issuance of the Notes or the sale thereof to the Initial Purchaser.



     (p) Concurrent with the consummation of the Merger, the Company shall cause the InfoHighway
Guarantors to (i) become a party to each of this Agreement and the Registration Rights Agreement
as Guarantors by executing and delivering a joinder agreement in the form of Exhibit A
hereto to the Initial Purchaser and (ii) become Guarantors under the Indenture.



     6. Representations and Warranties of the Initial Purchaser; Resales by the Initial
Purchaser. The Initial Purchaser represents, warrants and agrees with the Company that:



     (a) It is a QIB and an Accredited Investor and it will offer the Notes for resale only upon
the terms and conditions set forth in this Agreement and in the Final Offering Circular.




18









 





     (b) It is not acquiring the Notes with a view to any distribution thereof that would
violate the Act or the securities laws of any state of the United States or any other applicable
jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only
from, and will offer and sell the Notes only to, (A) persons reasonably believed by the Initial
Purchaser to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Accredited
Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser
referred to in Regulation S under the Act; provided, however, that in purchasing
such Notes, such persons are deemed to have represented and agreed as provided under the caption
“Notice to Investors” contained in the Final Offering Circular. In connection with any offers or
sales of the Notes to non-U.S. persons:




     (i) The Notes have not been registered under the Act and may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons except in
accordance with Rule 144A or Regulation S under the Act or pursuant to another exemption
from the registration requirements of the Act.




     (ii) It has offered the Notes, and will offer and sell the Notes, (A) as part of its
distribution at any time and (B) otherwise until 40 days after the later of the
commencement of the offering and the Closing Date (the “Distribution Compliance
Period”), only in accordance with Rule 903 of Regulation S under the Act or as
otherwise permitted under this Section 6. Accordingly, neither it, its affiliates
nor any persons acting on its or their behalf, has engaged or will engage in any directed
selling efforts (within the meaning of Regulation S) with respect to the Notes, and it and
they have complied and will comply with the offering restrictions requirement of
Regulation S. It agrees that at or prior to confirmation of sale of Notes to persons
outside the U.S., it will send to each distributor, dealer or person receiving a selling
concession, fee or other remuneration that purchases Notes from it during the Distribution
Compliance Period a confirmation or notice stating that such purchaser is subject to the
same restrictions on offers or sales as set forth in this Section 6.




     (iii) It will not offer, sell or deliver any of the Notes in any jurisdiction outside
the United States except under circumstances that will result in compliance with the
applicable laws thereof, and that it will take at its own expense whatever action is
required to permit its purchase and resale of the Notes in such jurisdictions; and




     (iv) It understands that no action has been taken to permit a public offering in any
jurisdiction outside the United States where action would be required for such purpose.



     (c) No form of general solicitation or general advertising in violation of the Act has been or
will be used nor will any offers in any manner involving a public offering within the meaning of
Section 4(2) of the Act or, with respect to Notes to be sold in reliance on Regulation S, by means
of any directed selling efforts be made by the Initial Purchaser or any of its representatives in
connection with the offer and sale of any of the Notes.



19









 





     (d) The Initial Purchaser will deliver to each Subsequent Purchaser of the Notes, in
connection with its original distribution of the Notes, a copy of the Final Offering Circular, as
amended and supplemented at the date of such delivery.



     7. Conditions. The obligation of the Initial Purchaser to purchase the Notes under
this Agreement is subject to the satisfaction of each of the following conditions or waiver thereof
by the Initial Purchaser:



     (a) All the representations and warranties of the Company and its Subsidiaries contained in
this Agreement and in each of the Documents shall be true and correct in all material respects as
of the date hereof and at the Closing Date except for (i) representations and warranties which
speak as of an earlier date which shall be true and correct as of such earlier date and (ii)
representations and warranties qualified by materiality or Material Adverse Effect which shall be
true and correct in all respects. On or prior to the Closing Date, the Company and each other party
to the Documents (other than the Initial Purchaser) shall have performed or complied with all of
the agreements and satisfied all conditions on their respective parts to be performed, complied in
all material respects with or satisfied pursuant to the Documents (other than conditions to be
satisfied by such other parties, which the failure to so satisfy would not, individually or in the
aggregate, have a Material Adverse Effect).



     (b) No injunction, restraining order or order of any nature by a Governmental Authority shall
have been issued as of the Closing Date that would prevent or materially interfere with the
consummation of the Offering or any of the transactions contemplated under the Documents; and no
stop order suspending the qualification or exemption from qualification of any of the Notes in any
jurisdiction shall have been issued and no Proceeding for that purpose shall have been commenced
or, to the knowledge of the Company after due inquiry, be pending or contemplated as of the Closing
Date.



     (c) No action shall have been taken and no Applicable Law shall have been enacted, adopted or
issued that would, as of the Closing Date, prevent the consummation of the Offering or any of the
transactions contemplated under the Documents. No Proceeding shall be pending or, to the knowledge
of the Company after due inquiry, threatened other then Proceedings that (A) if adversely
determined would not, individually or in the aggregate, adversely affect the issuance or
marketability of the Notes, and (B) would not, individually or in the aggregate, have a Material
Adverse Effect, except as disclosed in the Final Offering Circular.



     (d) Subsequent to the respective dates as of which data and information is given in the Time
of Sale Circular and the Final Offering Circular, there shall not have been any Material Adverse
Change.



     (e) On or after the date hereof, (i) there shall not have occurred any downgrading, suspension
or withdrawal of, nor shall any notice have been given of any potential or intended downgrading,
suspension or withdrawal of, or of any review (or of any potential or intended review) for a
possible change that does not indicate the direction of the possible change in, any rating of the
Company or any securities of the Company (including, without limitation, the placing of any of the
foregoing ratings on credit watch with negative or developing implications or under review with an
uncertain direction) by any “nationally recognized statistical rating



20









 




organization” as such term is defined for purposes of Rule 436(g)(2) under the Act, (ii) there
shall not have occurred any change, nor shall any notice have been given of any potential or
intended change, in the outlook for any rating of the Company or any securities of the Company by
any such rating organization and (iii) no such rating organization shall have given notice that it
has assigned (or is considering assigning) a lower rating to the Notes than that on which the
Notes were marketed.




     (f) The Initial Purchaser shall have received on the Closing Date:




     (i) certificates dated the Closing Date, signed by (1) the Chief Executive Officer and
(2) the principal financial or accounting officer of the Company, on behalf of the Company
(and not the officer’s individual capacity), to (a) the effect of the statements set forth
in Section 7(a) hereto, (b) at the Closing Date or since the date of the most recent
financial statements in the Final Offering Circular (exclusive of any amendment or
supplement thereto after the date hereof), other than as disclosed in the Final Offering
Circular or contemplated hereby, no event or events have occurred, no information has become
known nor does any condition exist that, individually or in the aggregate, would have a
Material Adverse Effect, (c) since the date of the most recent financial statements in the
Final Offering Circular (exclusive of any amendment or supplement thereto after the date
hereof), other than as disclosed in the Final Offering Circular or contemplated hereby, none
of the Company, any of its Subsidiaries or to the Company’s knowledge, the InfoHighway
Entities has incurred any liabilities or obligations, direct or contingent, not in the
ordinary course of business, that are material to the Company, its Subsidiaries and the
InfoHighway Entities taken as a whole, or entered into any transactions not in the ordinary
course of business that are material to the business, condition (financial or otherwise) or
results of operations of the Company, its Subsidiaries and the InfoHighway Entities, taken
as a whole, and there has not been any change in the Capital Stock or long-term indebtedness
of the Company or any of its Subsidiaries or, to the Company’s knowledge, the InfoHighway
Entities that is material to the business, condition (financial or otherwise) or results of
operations or prospects of the Company, its Subsidiaries and the InfoHighway Entities, taken
as a whole and (d) the sale of the Notes has not been enjoined (temporarily or permanently);




     (ii) a certificate, dated the Closing Date, executed by the Secretary of the Company
and the Guarantors, certifying as to the Charter Documents and certain actions relating to
the offering and sale of the Notes and the Transactions and such matters as the Initial
Purchaser may reasonably request;




     (iii) a certificate of solvency, dated the Closing Date, executed by the principal
financial or accounting officer of the Company substantially in a form satisfactory to the
Initial Purchaser;




     (iv) the opinion, dated the Closing Date, of Willkie Farr & Gallagher LLP, counsel to
the Company and the Guarantors, substantially in form and substance satisfactory to the
Initial Purchaser;



21









 






     (v) the opinion, dated the Closing Date, of Virginia counsel to the Company and the
Guarantors, substantially in form and substance satisfactory to the Initial Purchaser;




     (vi) the opinion, dated the Closing Date, of Connecticut counsel to the Company and the
Guarantors, substantially in form and substance satisfactory to the Initial Purchaser;




     (vii) the opinion, dated the Closing Date, of Charles H. Hunter, Esq., General Counsel
of the Company, substantially in form and substance satisfactory to the Initial Purchaser;
and




     (viii) an opinion, dated the Closing Date, of White & Case LLP, counsel to the Initial
Purchaser, in form satisfactory to the Initial Purchaser covering such matters as are
customarily covered in such opinions.



     (g) The Initial Purchaser shall have received from E&Y, independent public accountants under
the standards established by the American Institute of Certified Public Accountants, with respect
to the Company and ATX, (A) a customary comfort letter, dated the date hereof, in form and
substance reasonably satisfactory to the Initial Purchaser, with respect to the financial
statements and certain financial information contained in the Final Offering Circular, and (B) a
customary “bring down” comfort letter, dated the Closing Date, in form and substance reasonably
satisfactory to the Initial Purchaser, to the effect that E&Y reaffirms the statements made in its
letter furnished pursuant to clause (A).



     (h) The Initial Purchaser shall have received from PWC, independent public accountants under
the standards established by the American Institute of Certified Public Accountants, with respect
to ATX, (A) a customary comfort letter, dated the date hereof, in form and substance reasonably
satisfactory to the Initial Purchaser, with respect to the financial statements and certain
financial information contained in the Final Offering Circular, and (B) a customary “bring down”
comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the
Initial Purchaser, to the effect that PWC reaffirms the statements made in its letter furnished
pursuant to clause (A).



     (i) The Initial Purchaser shall have received from PWC, independent public accountants under
the standards established by the American Institute of Certified Public Accountants, with respect
to the Company, (A) a customary comfort letter, dated the date hereof, in form and substance
reasonably satisfactory to the Initial Purchaser, with respect to the financial statements and
certain financial information contained in the Final Offering Circular, and (B) a customary “bring
down” comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the
Initial Purchaser, to the effect that PWC reaffirms the statements made in its letter furnished
pursuant to clause (A).



     (j) The Initial Purchaser shall have received from S&B, independent public accountants under
the standards established by the American Institute of Certified Public Accountants, with respect
to InfoHighway, (A) a customary comfort letter, dated the date hereof, in form and substance
reasonably satisfactory to the Initial Purchaser, with respect to the



22









 




financial statements and certain financial information contained in the Final Offering Circular,
and (B) a customary “bring down” comfort letter, dated the Closing Date, in form and substance
reasonably satisfactory to the Initial Purchaser, to the effect that S&B reaffirms the statements
made in its letter furnished pursuant to clause (A).




     (k) Each of the Documents shall have been executed and delivered by all parties thereto.



     (l) The Initial Purchaser shall have received copies of all opinions, certificates, letters
and other documents delivered under or in connection with the Offering or any transaction
contemplated in the Documents (other than the Merger).



     (m) The Initial Purchaser shall have received the Final Offering Circular, and the terms of
each Document shall conform in all material respects to the description thereof in the Time of Sale
Circular.



     (n) None of the parties to any of the Documents are in breach or default in any material
respect under their respective obligations thereunder.



     (o) The Initial Purchaser and its counsel shall be satisfied that, concurrent with the
purchase of the Notes hereunder by the Initial Purchaser, no Lien exists on any of the collateral
described above other than the Lien created in favor of the Collateral Agent, for the benefit of
the Secured Parties, pursuant to a Collateral Agreement, in each case subject to the Permitted
Liens.



     (p) [Intentionally deleted].



     (q) The Company and the Guarantors shall have received all necessary governmental, shareholder
and third-party approvals and consents necessary in connection with the Transactions and the other
transactions contemplated by the Offering Circular (other than the receipt of the InfoHighway
Approvals) shall have been obtained and shall be in full force and effect, and all applicable
waiting periods shall have expired without any action being taken by any applicable authority that
would restrain, prevent or otherwise impose adverse conditions on such Transactions or the
financing thereof. The InfoHighway Approvals shall have been applied for without any action being
taken by any applicable authority that would restrain, prevent or otherwise impose adverse
conditions on the Merger or the financing thereof.



     (r) The Company shall have deposited cash into the Escrow Account in an amount, when taken
together with the gross proceeds deposited therein by the Initial Purchaser, equal to the Required
Escrow Deposit.



     (s) The Initial Purchaser shall have received an executed copy of an amendment to the
Intercreditor Agreement in form and substance satisfactory to the Initial Purchaser.



     8. Indemnification and Contribution.



     (a) The Company and the Guarantors, jointly and severally, agree to indemnify and hold
harmless the Initial Purchaser, and each person, if any, who controls the Initial Purchaser within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any



23









 




losses, claims, damages or liabilities of any kind to which, jointly or severally, the Initial
Purchaser or such controlling person may become subject under the Act, the Exchange Act or
otherwise, insofar as any such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon:





     (i) any untrue statement or alleged untrue statement of any material fact contained in
the Time of Sale Circular, any Offering Circular or any amendment or supplement thereto or
any Supplemental Offering Materials; or




     (ii) the omission or alleged omission to state, in the Time of Sale Circular, any
Offering Circular or any amendment or supplement thereto or any Supplemental Offering
Materials, a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not
misleading,


including any losses, claims, damages or liabilities arising out of or based upon the Company’s
failure to perform its obligations under Sections 5(b) and 5(c), and, subject to
the provisions hereof, will reimburse, as incurred, the Initial Purchaser and each such
controlling person for any legal or other expenses reasonably incurred by the Initial Purchaser or
such controlling person in connection with investigating, defending against or appearing as a
third-party witness in connection with any such loss, claim, damage, liability or action in
respect thereof; provided, however, neither the Company nor the Guarantors will be
liable in any such case to the extent (but only to the extent) that any such loss, claim, damage
or liability is finally judicially determined by a court of competent jurisdiction in a final,
unappealable judgment, to have resulted solely from any untrue statement or alleged untrue
statement or omission or alleged omission made in the Time of Sale Circular, any Offering Circular
or any amendment or supplement thereto or any Supplemental Offering Materials in reliance upon and
in conformity with the Initial Purchaser Information. This indemnity agreement will be in addition
to any liability that the Company and the Guarantors may otherwise have to the indemnified
parties.




     (b) The Initial Purchaser agrees to indemnify and hold harmless each of the Company, the
Guarantors, and their respective directors, officers and each person, if any, who controls the
Company or the Guarantors within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act against any losses, claims, damages or liabilities of any kind to which the Company
or any such director, officer or controlling person may become subject under the Act, the Exchange
Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) are finally judicially determined by a court of competent jurisdiction in a final,
unappealable judgment, to have resulted solely from (i) any untrue statement or alleged untrue
statement of any material fact contained in the Time of Sale Circular, any Offering Circular or
any amendment or supplement thereto or any Supplemental Offering Materials or (ii) the omission or
the alleged omission to state therein a material fact required to be stated in the Time of Sale
Circular, any Offering Circular or any amendment or supplement thereto or any Supplemental
Offering Materials or necessary to make the statements therein not misleading, in each case to the
extent (but only to the extent) that such untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with the Initial Purchaser
Information; and, subject to the limitation set forth immediately preceding this clause, will
reimburse, as incurred, any legal or other expenses



24









 




incurred by the Company or the Guarantors or any of their respective directors, officers or
controlling persons in connection with any such loss, claim, damage, liability or action in
respect thereof. This indemnity agreement will be in addition to any liability that the Initial
Purchaser may otherwise have to such indemnified parties.




     (c) As promptly as reasonably practical after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action for which such indemnified party is
entitled to indemnification under this Section 8, such indemnified party will, if a claim
in respect thereof is to be made against the indemnifying party under this Section 8,
notify the indemnifying party of the commencement thereof in writing; but the omission to so notify
the indemnifying party (i) will not relieve such indemnifying party from any liability under
paragraph (a) or (b) above unless and only to the extent it is materially prejudiced as a
result thereof and (ii) will not, in any event, relieve the indemnifying party from any obligations
to any indemnified party other than the indemnification obligation provided in paragraphs
(a) and (b) above. In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may determine, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party; provided, however, that if (i) the use of
counsel chosen by the indemnifying party to represent the indemnified party would present such
counsel with a conflict of interest, (ii) the defendants in any such action include both the
indemnified party and the indemnifying party, and the indemnified party shall have been advised by
counsel in writing that there may be one or more legal defenses available to it and/or other
indemnified parties that are different from or additional to those available to the indemnifying
party, or (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable time after receipt by
the indemnifying party of notice of the institution of such action, then, in each such case, the
indemnifying party shall not have the right to direct the defense of such action on behalf of such
indemnified party or parties and such indemnified party or parties shall have the right to select
separate counsel to defend such action on behalf of such indemnified party or parties at the
expense of the indemnifying party. After notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof and approval by such indemnified party of
counsel appointed to defend such action, the indemnifying party will not be liable to such
indemnified party under this Section 8 for any legal or other expenses, other than
reasonable costs of investigation, subsequently incurred by such indemnified party in connection
with the defense thereof, unless (i) the indemnified party shall have employed separate counsel in
accordance with the proviso to the immediately preceding sentence (it being understood, however,
that in connection with such action the indemnifying party shall not be liable for the expenses of
more than one separate counsel (in addition to local counsel) in any one action or separate but
substantially similar actions in the same jurisdiction arising out of the same general allegations
or circumstances, designated by the Initial Purchaser in the case of paragraph (a) of this
Section 8 or the Company or the Guarantors in the case of paragraph (b) of this
Section 8, representing the indemnified parties under such paragraph (a) or
paragraph (b), as the case may be, who are parties to such action or actions) or (ii) the
indemnifying party has authorized in writing the employment of counsel for the indemnified party at
the expense of the indemnifying party. After such notice from the indemnifying party to such
indemnified party, the indemnifying party will not be liable for the costs and expenses of any
settlement of such action effected by such



25









 




indemnified party without the prior written consent of the indemnifying party (which consent shall
not be unreasonably withheld), unless such indemnified party waived in writing its rights under
this Section 8, in which case the indemnified party may effect such a settlement without
such consent.




     (d) No indemnifying party shall be liable under this Section 8 for any settlement of
any claim or action (or threatened claim or action) effected without its written consent, which
shall not be unreasonably withheld, but if a claim or action is settled with its written consent,
or if there be a final judgment for the plaintiff with respect to any such claim or action, each
indemnifying party, jointly and severally, agrees, subject to the exceptions and limitations set
forth above, to indemnify and hold harmless each indemnified party from and against any and all
losses, claims, damages or liabilities (and legal and other expenses as set forth above) incurred
by reason of such settlement or judgment. No indemnifying party shall, without the prior written
consent of the indemnified party (which consent shall not be unreasonably withheld), effect any
settlement or compromise of any pending or threatened proceeding in respect of which the
indemnified party is or could have been a party, or indemnity could have been sought hereunder by
the indemnified party, unless such settlement (A) includes an unconditional written release of the
indemnified party, in form and substance satisfactory to the indemnified party, from all liability
on claims that are the subject matter of such proceeding and (B) does not include any statement as
to an admission of fault, culpability or failure to act by or on behalf of the indemnified party.



     (e) In circumstances in which the indemnity agreement provided for in the preceding paragraphs
of this Section 8 is unavailable to, or insufficient to hold harmless, an indemnified party
in respect of any losses, claims, damages or liabilities (or actions in respect thereof), each
indemnifying party, in order to provide for just and equitable contributions, shall contribute to
the amount paid or payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the
relative benefits received by the indemnifying party or parties, on the one hand, and the
indemnified party, on the other, from the Offering or (ii) if the allocation provided by the
foregoing clause (i) is not permitted by applicable law, not only such relative benefits
but also the relative fault of the indemnifying party or parties, on the one hand, and the
indemnified party, on the other, in connection with the statements or omissions or alleged
statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in
respect thereof). The relative benefits received by the Company or the Guarantors, on the one
hand, and the Initial Purchaser, on the other, shall be deemed to be in the same proportion as the
total proceeds from the Offering (before deducting expenses) received by the Company bear to the
total discounts, commissions and fees received by the Initial Purchaser. The relative fault of the
parties shall be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the Guarantors, on the one hand, or the Initial
Purchaser, on the other, the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission or alleged statement or omissions, and
any other equitable considerations appropriate in the circumstances.



     (f) The Company, the Guarantors and the Initial Purchaser agree that it would not be equitable
if the amount of such contribution determined pursuant to the immediately preceding



26









 




paragraph (e) were determined by pro rata or per capita allocation or by any other method
of allocation that does not take into account the equitable considerations referred to in the first
sentence of the immediately preceding paragraph (e). Notwithstanding any other provision of
this Section 8, the Initial Purchaser shall not be obligated to make contributions
hereunder that in the aggregate exceed the total discounts, commissions, fees and other
compensation received by the Initial Purchaser under this Agreement less the aggregate amount of
any damages that the Initial Purchaser has otherwise been required to pay by reason of the untrue
or alleged untrue statements or the omissions or alleged omissions to state a material fact. No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of the immediately preceding paragraph (e), each person, if
any, who controls the Initial Purchaser within the meaning of Section 15 of the Act or Section 20
of the Exchange Act shall have the same rights to contribution as the Initial Purchaser, and each
director and officer of the Company or the Guarantors and each person, if any, who controls the
Company or the Guarantors within the meaning of Section 15 of the Act or Section 20 of the Exchange
Act, shall have the same rights to contribution as the Company and the Guarantors.




     9. Termination. The Initial Purchaser may terminate this Agreement at any time on or
prior to the Closing Date by written notice to the Company if any of the following has occurred:



     (a) since the date hereof, any Material Adverse Effect or development involving or reasonably
expected to result in a prospective Material Adverse Effect that could, in the Initial Purchaser’s
reasonable judgment, be expected to (i) make it impracticable or inadvisable to proceed with the
offering or delivery of the Notes on the terms and in the manner contemplated in the Final Offering
Circular, or (ii) materially impair the investment quality of any of the Notes;



     (b) the failure of the Company to satisfy the conditions contained in Section 7 hereof
on or prior to the Closing Date;



     (c) any outbreak or escalation of hostilities or other national or international calamity or
crisis, including acts of terrorism, or material adverse change or disruption in economic
conditions in, or in the financial markets of, the United States (it being understood that any such
change or disruption shall be relative to such conditions and markets as in effect on the date
hereof), if the effect of such outbreak, escalation, calamity, crisis, act or material adverse
change in the economic conditions in, or in the financial markets of, the United States could be
reasonably expected to make it, in the Initial Purchaser’s sole judgment, impracticable or
inadvisable to market or proceed with the offering or delivery of the Notes on the terms and in the
manner contemplated in the Final Offering Circular or to enforce contracts for the sale of any of
the Notes;



     (d) the suspension or limitation of trading generally in securities on the New York Stock
Exchange, the American Stock Exchange or the NASDAQ National Market or any setting of limitations
on prices for securities on any such exchange or NASDAQ National Market;



27









 





     (e) any securities of the Company shall have been downgraded or placed on any “watch list”
for possible downgrading by any “nationally recognized statistical rating organization,” as
such term is defined for purposes of Rule 436(g)(2) under the Act; or



     (f) the declaration of a banking moratorium by any Governmental Authority; or the taking of
any action by any Governmental Authority after the date hereof in respect of its monetary or fiscal
affairs that in the Initial Purchaser’s opinion could reasonably be expected to have a material
adverse effect on the financial markets in the United States or elsewhere.



     10. Survival of Representations and Indemnities. The respective representations and
warranties, covenants, indemnities and contribution and expense reimbursement provisions and other
agreements, of the Company and the Guarantors set forth in or made pursuant to this Agreement shall
remain operative and in full force and effect, and will survive, regardless of (i) any
investigation, or statement as to the results thereof, made by or on behalf of the Initial
Purchaser, (ii) acceptance of the Notes, and payment for them hereunder, and (iii) any termination
of this Agreement.



     11. Information Supplied by the Initial Purchaser. The name of the Initial
Purchaser set forth on the front and back cover and under the heading “Plan of Distribution” of the
Preliminary Offering Circular and the Final Offering Circular and the statements set forth in: (i)
the fourth full paragraph on page ii regarding stabilization by the Initial Purchaser, (ii) (A) the
second sentence of the third paragraph, (B) the second and third sentences of the sixth paragraph
(C) the seventh paragraph and (D) the second sentence in the eighth paragraph under the heading
“Plan of Distribution” in the Offering Circular (to the extent such statements relate to the
Initial Purchaser) (the “Initial Purchaser Information”) constitute the only information
furnished by the Initial Purchaser as to itself to the Company or its Subsidiaries for the purposes
of Sections 4(a) and 8 hereof.



     12. No Fiduciary Relationship. The Company hereby acknowledges that the Initial
Purchaser is acting solely as initial purchaser in connection with the purchase and sale of the
Notes. The Company further acknowledges that the Initial Purchaser is acting pursuant to a
contractual relationship created solely by this Agreement entered into on an arm’s length basis,
and in no event do the parties intend that the Initial Purchaser act or be responsible as a
fiduciary to the Company or its management, stockholders or creditors or any other person in
connection with any activity that the Initial Purchaser may undertake or has undertaken in
furtherance of the purchase and sale of the Notes, either before or after the date hereof. The
Initial Purchaser hereby expressly disclaims any fiduciary or similar obligations to the Company,
either in connection with the transactions contemplated by this Agreement or any matters leading up
to such transactions, and the Company hereby confirms its understanding and agreement to that
effect. The Company and the Initial Purchaser agree that they are each responsible for making their
own independent judgments with respect to any such transactions and that any opinions or views
expressed by the Initial Purchaser to the Company regarding such transactions, including, but not
limited to, any opinions or views with respect to the price or market for the Notes, do not
constitute advice or recommendations to the Company. The Company hereby waives and releases, to
the fullest extent permitted by law, any claims that the Company may have against the Initial
Purchaser with respect to any breach or alleged breach of any fiduciary or similar duty



28









 





     to the Company in connection with the transactions contemplated by this Agreement or any matters
leading up to such transactions.



     13. Miscellaneous.



     (a) Notices given pursuant to any provision of this Agreement shall be addressed as follows:
(i) if to the Company, to: Broadview Networks Holdings, Inc., 800 Westchester Avenue, Ste. N501,
Rye Brook, NY 10573, Attention: Charles C. Hunter, Esq., with a copy to: Willkie Farr & Gallagher
LLP, 787 Seventh Avenue, New York, New York 10019, Attention: Cristopher Greer, Esq., and (ii) if
to the Initial Purchaser, to: Jefferies & Company, Inc., 520 Madison Avenue, 12th
Floor, New York, New York 10022, Attention: Josh Targoff, Esq., with a copy to: White & Case LLP,
1155 Avenue of the Americas, New York, New York 10036, Attention: Ronald S. Brody, Esq. (or in any
case to such other address as the person to be notified may have requested in writing).



     (b) This Agreement has been and is made solely for the benefit of and shall be binding upon
the Company, the Initial Purchaser and, to the extent provided in Section 8 hereof, the
controlling persons, officers, directors, partners, employees, representatives and agents referred
to in Section 8, and their respective heirs, executors, administrators, successors and
assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or
have any right under or by virtue of this Agreement. The term “successors and assigns” shall not
include a purchaser of any of the Notes from the Initial Purchaser merely because of such purchase.



     (c) THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH
HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.



     (d) EACH OF THE COMPANY AND THE GUARANTORS HEREBY EXPRESSLY AND
IRREVOCABLY (I) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE
COURTS SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN ANY SUIT OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY; AND (II)
WAIVES (A) ITS RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE INITIAL PURCHASER AND FOR
ANY COUNTERCLAIM RELATED TO ANY OF THE FOREGOING AND (B) ANY OBJECTION WHICH IT MAY HAVE OR
HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED
TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.



     (e) This Agreement may be signed in various counterparts (including by facsimile) which
together shall constitute one and the same instrument.



29









 





     (f) The headings in this Agreement are for convenience of reference only and shall not limit
or otherwise affect the meaning hereof.



     (g) If any term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full force and effect and
shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best
efforts to find and employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.



     (h) This Agreement may be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may be given, provided that the same are in writing
and signed by all of the signatories hereto. This Agreement and the Documents constitute the
entire agreement of the parties hereto with respect to the subject matter hereof. This Agreement
supersedes in full all previous oral or written agreements between the parties with respect to the
subject matter hereof. There are no oral or written collateral representations, agreements, or
understandings except as provided herein.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




30









 








     Please confirm that the foregoing correctly sets forth the agreement between the Company, the
Guarantors and the Initial Purchaser.



	 	 	 	 	 
	 	Very truly yours,



BROADVIEW NETWORKS HOLDINGS, 
INC.

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 


Purchase Agreement


 









 





	 	 	 	 	 
	 	GUARANTORS: 



BRIDGECOM HOLDINGS, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	BRIDGECOM INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	BRIDGECOM SOLUTIONS GROUP, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	TRUCOM CORPORATION

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	OPEN SUPPORT SYSTEMS, LLC

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	BROADVIEW NP ACQUISITION CORP.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	BROADVIEW NETWORKS, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Purchase Agreement




 









 








	 	 	 	 	 
	 	BROADVIEW NETWORKS OF MASSACHUSETTS, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	BROADVIEW NETWORKS OF VIRGINIA, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	BV-BC ACQUISITION CORP.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	ATX COMMUNICATIONS, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CORECOMM-ATX, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	ATX LICENSING, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	ATX TELECOMMUNICATIONS SERVICES OF VIRGINIA, LLC

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Purchase Agreement




 









 








	 	 	 	 	 
	 	CORECOMM SERVICES, LLC

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CORECOMM COMMUNICATIONS, LLC

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CCL HISTORICAL, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CCL HISTORICAL ILLINOIS, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CCL HISTORICAL INDIANA, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CCL HISTORICAL MARYLAND, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CCL HISTORICAL MASSACHUSETTS, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Purchase Agreement




 









 








	 	 	 	 	 
	 	CCL HISTORICAL MICHIGAN, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CCL HISTORICAL MISSOURI, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CCL HISTORICAL NEW JERSEY, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CCL HISTORICAL NEW YORK, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CCL HISTORICAL OHIO, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CCL HISTORICAL PENNSYLVANIA, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CCL HISTORICAL RHODE ISLAND, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Purchase Agreement




 









 








	 	 	 	 	 
	 	CCL HISTORICAL VERMONT, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CCL HISTORICAL WEST VIRGINIA, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CORECOMM NEWCO, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	FCC HOLDCO I, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CORECOMM-VOYAGER, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	VOYAGER INFORMATION NETWORKS, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Purchase Agreement




 









 








	 	 	 	 	 
	 	CORTELYOU COMMUNICATIONS CORP.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CORECOMM INTERNET GROUP, INC.

 	 
	 	By:  	/s/ Corey  Rinker
 	 
	 	 	Name:  	Corey  Rinker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Purchase Agreement





 









 








	 	 	 	 	 
	Accepted and Agreed to: 

JEFFERIES & COMPANY, INC.

 	 	 
	By:  	/s/ M. Kent Warner
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



Purchase Agreement





 









 








EXHIBIT A




FORM OF JOINDER AGREEMENT




[Date]





     Pursuant to Section 5(p) of the purchase agreement dated May 8, 2007, among Broadview
Networks Holdings, Inc. (“Broadview”), the Guarantors party thereto and Jefferies &
Company, Inc., as Initial Purchaser (the “Purchase Agreement”), such section being an
inducement to the Initial Purchaser to execute said Purchase Agreement, the undersigned hereby
execute this Joinder Agreement, whereby each of the undersigned agrees, on a joint and several
basis, to accede to the terms of the Purchase Agreement and the Registration Rights Agreement dated
as of May 14, 2007 among Broadview, the Guarantors party thereto and Jefferies & Company, Inc. (the
 “Registration Rights Agreement”), and undertake to perform, on a joint and several basis,
the obligations of Broadview, and each of the Guarantors set forth in the Purchase Agreement and
the Registration Rights Agreement, as though the undersigned had entered into the Purchase
Agreement and the Registration Rights Agreement on May 8, 2007 and May 14, 2007, respectively. Each
of the undersigned agrees that such obligations include, without limitation, (a) making to the
Initial Purchaser on the Closing Date all of the representations and warranties of Broadview and
the Guarantors contained in the Purchase Agreement with the same force and effect as if made by the
Company and the Guarantors on and as of the date of the Purchase Agreement and the Closing Date,
(b) their assumption of the obligations of the Guarantors to perform and comply with all of the
agreements contained in the Purchase Agreement and the Registration Rights Agreement, and (c) their
assumption, to the same extent as set forth therein but on a joint and several basis, of the
Guarantors’ indemnification and other obligations in Section 8 of the Purchase Agreement and
Section 8 of the Registration Rights Agreement.



[Signatures follow]





Ex. A-1









 








	 	 	 	 	 
	 	EUREKA BROADBAND CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EUREKA HOLDINGS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EUREKA NETWORKS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EUREKA TELECOM, INC. f/k/a
 GILLETTE GLOBAL NETWORK, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EUREKA TELECOM OF VA, INC. f/k/a
 ELINK TELECOMMUNICATIONS OF
 VIRGINIA, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	INFOHIGHWAY COMMUNICATIONS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Ex. A-2









 





	 	 	 	 	 
	 	ARC NETWORKS, INC. 

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	A.R.C. NETWORKS, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	INFOHIGHWAY VIRGINIA, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	INFO-HIGHWAY INTERNATIONAL, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NEX-I.COM, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





Ex. A-3









 








EXHIBIT B




SUMMARY PRICING SHEET




[see attached]





Ex. B-l









 








	 	 	 	 	 	 	 
	Confidential — Summary of Final Terms

	 	$	90,000,000	 	 	May 8, 2007











113/8% Senior Secured Notes due 2012




 




This summary pricing sheet relates only to the securities described below and should only be
read together with the preliminary offering circular, subject to completion, dated May 7, 2007 (the
“Preliminary Offering Circular”), relating to these securities. Capitalized terms not defined
herein have the meanings assigned to them in the Preliminary Offering Circular.




	 	 	 
	Issuer
	 	Broadview Networks Holdings, Inc.
	 
	Security Description
	 	Senior Secured Notes.
	Distribution
	 	144A / IAI / Regulation S — With Registration Rights.
	Principal Amount
	 	$90,000,000.
	Gross Proceeds
	 	$95,175,000 (excludes accrued interest).
	Coupon
	 	113/8%.
	Maturity Date
	 	September 1, 2012.
	Issue Price
	 	105.750% (plus accrued interest from March 1, 2007).
	Yield to Worst Call
	 	9.698%.
	Spread to Treasury
	 	+521 basis points.
	Benchmark
	 	43/8% UST due August 15, 2012.
	Ratings (Moody’s /
S&P)
	 	B3 / B-.
	Interest Payment
Dates
	 	September 1 and March 1, commencing September 1, 2007.
	Call Features
	 	Make-whole at T+50 prior to September 1, 2009. Thereafter at
	 
	 	the following prices:






	 	 	 	 	 	 	 
	 	 	For the period below	 	Percentage
	 

	 	On or after September 1, 2009
	 	 	105.688	%
	 

	 	On or after September 1, 2010
	 	 	102.844	%
	 

	 	On or after September 1, 2011
	 	 	100.000	%






	 	 	 
	Equity Clawback
	 	35% at 111.375% (before September 1, 2009).
	Change of Control
Call
	 	111.375% (before September 1, 2009).
	Change of Control Put
	 	101%.
	Trade Date
	 	Tuesday, May 8, 2007.
	Settlement Date
	 	Monday, May 14, 2007 (T+4).
	Accrued Interest
	 	Settles with accrued interest from March 1, 2007.






	 	 	 	 	 	 	 	 	 
	 	 	144A	 	IAI	 	Regulation S	 
	CUSIP Numbers
	 	111384 AD 5	 	111384 AE 3	 	 	U11093AB4	 






	 	 	 
	Sole Book-Running Manager
	 	Jefferies & Company, Inc.





THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY OTHER STATE SECURITIES LAWS. UNLESS THEY ARE REGISTERED, THE NOTES MAY BE OFFERED
ONLY IN TRANSACTIONS EXEMPT FROM OR NOT SUBJECT TO REGISTRATION UNDER THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS. ACCORDINGLY, THE NOTES HAVE BEEN OFFERED ONLY TO QUALIFIED
INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, TO NON-U.S. PERSONS OUTSIDE
THE UNITED STATES UNDER REGULATION S OF THE SECURITIES ACT OR TO INSTITUTIONAL “ACCREDITED
INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3), OR (7) OF THE SECURITIES ACT WHO HAVE
DELIVERED A LETTER IN THE FORM ATTACHED AS ANNEX A TO THE PRELIMINARY OFFERING CIRCULAR.



 









	 	 	 	 	 
	 

	 	
	 	 









 









 







SCHEDULE I




LIST OF SUBSIDIARIES




Bridgecom Holdings, Inc.

Bridgecom International, Inc.

Bridgecom Solutions Group, Inc.

Trucom Corporation

Open Support Systems, LLC

Broadview NP Acquisition Corp.

Broadview Networks, Inc.

BV-BC Acquisition Corp.

Broadview Networks of Massachusetts, Inc.

Broadview Networks of Virginia, Inc.

ATX Communications, Inc.

CoreComm-ATX, Inc.

ATX Licensing, Inc.

ATX Telecommunications Services of VA, LLC

CoreComm Services, LLC

CoreComm Communications, LLC

CCL Historical, Inc.

CoreComm Newco, Inc.

CCL Historical Illinois, Inc.

CCL Historical Indiana, Inc.

CCL Historical Maryland, Inc.

CCL Historical Massachusetts, Inc.

CCL Historical Michigan, Inc.

CCL Historical Missouri, Inc.

CCL Historical New Jersey, Inc.

CCL Historical New York, Inc.

CCL Historical Ohio, Inc.

CCL Historical Pennsylvania, Inc.

CCL Historical Rhode Island, Inc.

CCL Historical Vermont, Inc.

CCL Historical West Virginia, Inc.

FCC Holdco I, Inc.

Cortelyou Communications Corp.

CoreComm-Voyager, Inc.

Voyager Information Networks, Inc.

CoreComm Internet Group, Inc.





Sch.I-1









 








SCHEDULE II




LIST OF INFOHIGHWAY ENTITIES




Eureka Broadband Corporation

Eureka Holdings, LLC

Eureka Networks, LLC

Eureka Telecom, Inc. f/k/a Gillette Global Network, Inc.

Eureka Telecom of VA, Inc. f/k/a Elink Telecommunications of Virginia, Inc.

InfoHighway Communications, Inc.

ARC Networks, Inc.

A.R.C. Networks, Inc.

InfoHighway Virginia, Inc.

Info-Highway International, Inc.

Nex-i.com, Inc.





Sch.II-1