exv4w12



 





Exhibit 4.12




     THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 31, 2007,
among Eureka Broadband Corporation, Eureka Holdings, LLC, Eureka Networks, LLC, Eureka Telecom,
Inc., Eureka Telecom of VA, Inc., InfoHighway Communications, Inc., ARC Networks, Inc., A.R.C.
Networks, Inc., InfoHighway Virginia, Inc., Info-Highway International, Inc. and Nex-i.com, Inc.
(each, a “New Guarantor” and collectively, the “New Guarantors”), each a direct or indirect
subsidiary of Broadview Networks Holding, Inc. (the “Company”), the subsidiaries of the Company
listed on the signature pages hereto under the heading “Existing Guarantors” (collectively, the
“Existing Guarantors”) and THE BANK OF NEW YORK, a New York banking corporation, as trustee and
collateral agent (the “Trustee”) under the Indenture (as defined and referred to below). All
capitalized terms used but not otherwise defined herein shall have the meaning assigned thereto in
the Indenture.



WITNESETH:




     WHEREAS the Company and the Existing Guarantors have heretofore executed and delivered to the
Trustee an Indenture dated as of August 23, 2006 and supplemented as of September 29, 2006 and May
14, 2007 (the “Indenture”), providing for the issuance of its 11 3/8% Senior Secured Notes Due
2012;



     WHEREAS the Indenture permits the New Guarantors to execute and deliver to the Trustee a
supplemental indenture pursuant to which each New Guarantor shall unconditionally guarantee all of
the Company’s obligations under the Indenture and the Notes on the terms and conditions set forth
herein;



     WHEREAS the Guarantee contained in this Supplemental Indenture shall constitute a
“Guarantee”, and each New Guarantor shall constitute a “Guarantor”, for all purposes of the
Indenture; and



     WHEREAS pursuant to Section 4.14 and 9.01, the Trustee, the Company, the Existing Guarantors
and the New Guarantors are authorized or permitted to execute and deliver this Supplemental
Indenture;



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and
agree for the equal and ratable benefit of the Holders as follows:



     1. Agreement to Guaranty. Each New Guarantor hereby agrees, jointly and severally with
all the existing Guarantors, to unconditionally guarantee the Company’s obligations under the Notes and the
Indenture on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all
other applicable provisions of the Indenture and the Notes.



     2. Successors and Assigns. All agreements of the New Guarantors in this Supplemental
Indenture shall bind their successors.



     3. No Waiver. Neither a failure nor a delay on the part of either the Trustee or the
Holders in exercising any right, power or privilege under this Supplemental Indenture, the Indenture or the Notes
shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise
of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein and therein
expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may
have under this Supplemental Indenture, the Indenture or the Notes at law, in equity, by statute or otherwise.



     4. Modification. No modification, amendment or waiver of any provision of this
Supplemental Indenture, nor the consent to any departure by the New Guarantors therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No notice to or demand on the New Guarantors in
any case shall entitle the New Guarantors to any other or further notice or demand in the same, similar or
other circumstances.



     5. Opinion of Counsel. Concurrently with the execution and delivery of this
Supplemental Indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate in
accordance with the terms set forth in Sections 4.14, 9.06 and 11.04 of the Indenture.



 









 





     6. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as
expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions
and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be
bound hereby.



     7. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED
TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICT OF LAWS. EACH OF THE PARTIES HERETO AGREES
TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL
INDENTURE, THE NOTES, THE GUARANTEES, THE COLLATERAL AGREEMENTS OR THE
TRANSACTIONS CONTEMPLATED BY THIS SUPPLEMENTAL INDENTURE.



     8. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy (including any facsimile) shall be an original, but all of them together represent the
same agreement.



     9. Effect of Headings. The Section headings herein are for convenience only and
shall not effect the construction thereof.



     10. Trustee. The Trustee makes no representations as to the validity or sufficiency of
this Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company, the New
Guarantors and the Existing Guarantors and not of the Trustee.



[Remainder of Page Intentionally Left Blank]




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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be
duly executed as of the date first above written.



	 	 	 	 	 
	 	BROADVIEW NETWORKS HOLDINGS, INC.

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	Chief Financial Officer, Treasurer and Assistant Secretary 	 
	 
	 	NEW GUARANTORS:
 

EUREKA BROADBAND CORPORATION

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

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

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

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

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	INFOHIGHWAY COMMUNICATIONS CORPORATION

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

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

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

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



	 	 	 	 	 
	 	INFO-HIGHWAY INTERNATIONAL, INC.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	EXISTING GUARANTORS:



BRIDGECOM HOLDINGS, INC.

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



	 	 	 	 	 
	 	BRIDGECOM INTERNATIONAL, INC.

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



	 	 	 	 	 
	 	BRIDGECOM SOLUTIONS GROUP, INC.

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



	 	 	 	 	 
	 	TRUCOM CORPORATION

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



	 	 	 	 	 
	 	OPEN SUPPORT SYSTEMS, LLC

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



	 	 	 	 	 
	 	BROADVIEW NP ACQUISITION CORP.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BROADVIEW NETWORKS, INC.

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	Treasurer and Assistant Secretary 	 
	 
	 	BROADVIEW NETWORKS OF MASSACHUSETTS, INC.

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	Treasurer and Assistant Secretary 	 
	 
	 	BROADVIEW NETWORKS OF VIRGINIA, INC.

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	Treasurer and Assistant Secretary 	 
	 
	 	BV-BC ACQUISITION CORP.

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



	 	 	 	 	 
	 	ATX LICENSING, INC.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ATX TELECOMMUNICATIONS SERVICES OF VA, LLC

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	Treasurer and Assistant Secretary 	 
	 
	 	CORECOMM SERVICES, LLC

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



	 	 	 	 	 
	 	CORECOMM COMMUNICATIONS, LLC

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



	 	 	 	 	 
	 	CCL HISTORICAL, INC.

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	Treasurer and Assistant Secretary 	 
	 
	 	CORECOMM NEWCO, INC.

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



	 	 	 	 	 
	 	CCL HISTORICAL ILLINOIS, INC.

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



	 	 	 	 	 
	 	CCL HISTORICAL INDIANA, INC.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CCL HISTORICAL MARYLAND, INC.

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



	 	 	 	 	 
	 	CCL HISTORICAL MASSACHUSETTS, INC.

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



	 	 	 	 	 
	 	CCL HISTORICAL MICHIGAN, INC.

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



	 	 	 	 	 
	 	CCL HISTORICAL MISSOURI, INC.

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



	 	 	 	 	 
	 	CCL HISTORICAL NEW JERSEY, INC.

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



	 	 	 	 	 
	 	CCL HISTORICAL NEW YORK, INC.

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



	 	 	 	 	 
	 	CCL HISTORICAL OHIO, INC.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CCL HISTORICAL PENNSYLVANIA, INC.

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



	 	 	 	 	 
	 	CCL HISTORICAL RHODE ISLAND, INC.

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



	 	 	 	 	 
	 	CCL HISTORICAL VERMONT, INC.

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



	 	 	 	 	 
	 	CCL HISTORICAL WEST VIRGINIA, INC.

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



	 	 	 	 	 
	 	FCC HOLDCO I, INC.

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



	 	 	 	 	 
	 	CORTELYOU COMMUNICATIONS CORP.

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



	 	 	 	 	 
	 	CORECOMM-VOYAGER, INC.

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



 









 





	 	 	 	 	 
	 	VOYAGER INFORMATION NETWORKS, INC.

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



	 	 	 	 	 
	 	CORECOMM INTERNET GROUP, INC.

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



	 	 	 	 	 
	 	THE BANK OF NEW YORK, as Trustee and Collateral Agent

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