exv4w7



 





Exhibit 4.7





 









 








[EXECUTION COPY]




BROADVIEW NETWORKS HOLDINGS, INC.

as Issuer




the guarantors named herein




and




THE BANK OF NEW YORK

as Trustee




SUPPLEMENTAL INDENTURE




Dated as of May 14, 2007




113/8% Senior Secured Notes due 2012




 









 





     SUPPLEMENTAL INDENTURE, dated as of May 14, 2007, among Broadview Networks Holdings, Inc. (the
“Company”), the Guarantors (as defined herein) and The Bank of New York, as Trustee.



RECITALS




     WHEREAS, the Company, the Guarantors party thereto (the “Guarantors”) and the Trustee have entered
into an Indenture, dated as of August 23, 2006 (as supplemented on September 29, 2006, the
“Indenture”), pursuant to which the Company has issued $210 million aggregate principal amount of
113/8% Senior Secured Notes due 2012 (the “Notes”) and the Guarantors previously have jointly and
severally guaranteed on a senior secured basis (the “Guarantees”) certain obligations of the
Company in respect of the Notes pursuant to the Indenture;



     WHEREAS, Section 9.01(4) of the Indenture provides, among other things, that the Company, the
Guarantors and the Trustee may amend or supplement the Indenture in order to make any modification
that does not adversely affect the legal rights of any Holder under the Indenture, the Notes or the
Guarantees without the consent of the Holders of the Notes;



     WHEREAS, the modifications herein shall not adversely affect the legal rights of any Holder;



     WHEREAS, all acts and things prescribed by the Indenture, by law and by the charter and the bylaws
(or comparable constituent documents) of the Company, the Guarantors and the Trustee have been done
to make this Supplemental Indenture a valid and binding agreement of the Company, the Guarantors
and the Trustee, in accordance with its terms:



ARTICLE 1




     SECTION 1.01. Supplemental Indenture.



     This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a
part of, and shall be construed in connection with and as part of, the Indenture for any and all
purposes. This Supplemental Indenture shall become effective immediately upon its execution and
delivery by each of the Company, the Guarantors and the Trustee.



ARTICLE 2




     SECTION 2.01. Amendment to Indenture.



     The Indenture is hereby amended as follows:



     (a) A new Section 3.09 is hereby added as follows:



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     SECTION 3.09. InfoHighway Escrow Redemption.



     If the InfoHighway Escrow Redemption Date shall occur prior to the satisfaction of the InfoHighway
Conditions for Release, the Company shall redeem all of the New Notes on the InfoHighway Escrow
Redemption Date at 105.750% of their principal amount, plus accrued and unpaid interest thereon
from March 1, 2007 to the InfoHighway Escrow Redemption Date.



     Other than as specifically provided in this Section 3.09, any redemption pursuant to this Section
3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.07 hereof.



     As used in this Section 3.09:




     “InfoHighway” means Eureka Broadband Corporation, d/b/a InfoHighway Communications, a Delaware
corporation.




     “InfoHighway Conditions for Release” means the satisfaction of the conditions specified in Section
1.3 (a) of the InfoHighway Escrow Agreement.




     “InfoHighway Escrow Agreement” means the Escrow Agreement, dated May 14, 2007, by and among The
Bank of New York, as escrow agent and Trustee, and the Company.




     “InfoHighway Escrow Redemption Date” means:




     (1) August 31, 2007; or




     (2) if earlier, the date that is the tenth (10th) Business Day following the date on
which the Company shall have notified the Trustee in writing that the InfoHighway Merger has been
terminated.




     “InfoHighway Merger” means the merger of Eureka Acquisition Corporation, a wholly-owned subsidiary
of the Company (“Eureka Acquisition”) with and into InfoHighway with InfoHighway continuing as the
surviving corporation pursuant to the terms of the that certain agreement and plan of merger, dated
as of February 23, 2007 among the Company, Eureka Acquisition, InfoHighway, certain significant
shareholders of InfoHighway and the agent for the shareholders of InfoHighway.




     “New Notes” means the $90.0 million aggregate principal amount of Notes issued by the Company on
May 14, 2007.



ARTICLE 3




     SECTION 3.01. Notes and Guarantees.



     Except as specifically modified herein, the Indenture, the Notes and the Guarantees are in all
respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in



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accordance with their terms with all capitalized terms used herein without definition having the
same respective meanings ascribed to them as in the Indenture.



     SECTION 3.02. Trustee.



     Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are
assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental
Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the
terms and conditions set forth in the Indenture with the same force and effect as if those terms
and conditions were repeated at length herein and made applicable to the Trustee with respect
hereto. The Trustee makes no representation as to the validity or sufficiency of this Supplemental
Indenture. The recitals and statements herein are deemed to be those of the Company and the
Guarantors and not of the Trustee.



ARTICLE 4




     SECTION 4.01. Governing Law.



     THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.



     SECTION 4.02. Successors.



     All agreements of the Company and the Guarantors in this Supplemental Indenture shall bind their
successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.



     SECTION 4.03. Duplicate Originals.



     All parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be
an original, but all of them together shall represent the same agreement.



[remainder of page intentionally left blank]





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SIGNATURES




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



	 	 	 	 	 
	 	THE COMPANY:


BROADVIEW NETWORKS HOLDINGS, INC.

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



	 	 	 	 	 
	 	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 	 
	 



Supplemental Indenture




 









 








	 	 	 	 	 
	 	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 	 
	 



Supplemental Indenture




 









 








	 	 	 	 	 
	 	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 VIRGINIA, 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 	 
	 



	 	 	 	 	 
	 	CCL HISTORICAL ILLINOIS, INC.

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



Supplemental Indenture




 









 








	 	 	 	 	 
	 	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 	 
	 



Supplemental Indenture




 









 








	 	 	 	 	 
	 	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 	 
	 



	 	 	 	 	 
	 	CORECOMM NEWCO, 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 	 
	 



Supplemental Indenture




 









 








	 	 	 	 	 
	 	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 	 
	 



	 	 	 	 	 
	 	CORTELYOU COMMUNICATIONS CORP.

 	 
	 	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 	 
	 



	 	 	 	 	 
	 	TRUSTEE



THE BANK OF NEW YORK

as Trustee

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



Supplemental Indenture