exv10w17



 





Exhibit 10.17




Execution Version




     AMENDMENT NO. 1 dated as of May 10, 2007 (this “Amendment”), amending the
INTERCREDITOR AGREEMENT dated as of August 23, 2006 (the “Intercreditor Agreement”) among
THE CIT GROUP/BUSINESS CREDIT, INC., as Administrative Agent (and together with its successors and
assigns, in such capacity, the “Administrative Agent” or the “First Priority
Agent”), THE BANK OF NEW YORK, as Trustee, Collateral Agent and Second Priority Agent (and
together with its successors and assigns, in such capacities, the “Trustee” or the
“Second Priority Agent”), Broadview Networks Holdings, Inc., a Delaware corporation (the
“Company”), and its Subsidiaries listed on the signature pages hereto (such Subsidiaries,
together with the Company and each of its other Subsidiaries that become parties hereto, the
“Grantors”). Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to them in the Intercreditor Agreement.



RECITALS




     WHEREAS, the Grantors, the Administrative Agent and the Trustee have entered into the
Intercreditor Agreement in connection with the Credit Agreement and the Indenture;



     WHEREAS, the Company proposes to issue additional Notes in accordance with the provisions of
the Indenture and as permitted by the Indenture and the Credit Agreement;



     WHEREAS, in connection with such issuance, the Grantors have requested an amendment to the
Intercreditor Agreement in order that the provisions of the Intercreditor Agreement shall be
consistent with the provisions of the Indenture and the Credit Agreement in respect of such
additional Notes; and



     WHEREAS, the Administrative Agent and the Trustee are willing, on the terms and subject to the
conditions set forth below, to agree to such amendment of the Intercreditor Agreement (the
Intercreditor Agreement, after giving effect to the amendment contained herein, being referred to
as the “Amended Intercreditor Agreement”);



     NOW, THEREFORE, the undersigned agree as follows:



ARTICLE I.




AMENDMENT TO THE INTERCREDITOR AGREEMENT




     SECTION 1.1. Section 1(a) of the Intercreditor Agreement is amended to change the amount
“$210,000,000” appearing in the definition of the term “Second Priority Claims” in such Section to
the amount “$305,175,000.”



Amendment No1 to the Intercreditor Agreement




 









 





ARTICLE II.




MISCELLANEOUS




     SECTION 2.1. Full Force and Effect; Limited Amendment and Waiver. Except as
expressly modified hereby, all of the representations, warranties, terms, covenants, conditions and
other provisions of the Intercreditor Agreement shall remain unamended and unwaived and shall
continue to be, and shall remain, in full force and effect in accordance with their respective
terms. The amendment set forth herein shall be limited precisely as provided for herein to the
provision expressly amended herein and shall not be deemed to be an amendment to, consent to,
waiver of or modification of any other term or provision of the Intercreditor Agreement or of any
transaction or further or future action which would require the consent of the Administrative Agent
and the Trustee under the Intercreditor Agreement.



     SECTION 2.2. Construction. This Amendment is executed pursuant to the Intercreditor
Agreement and shall be construed, administered and applied in accordance with all of the terms and
provisions of the Amended Intercreditor Agreement.



     SECTION 2.3. Fees and Expenses. The Grantors shall pay all reasonable out-of-pocket
expenses incurred by the Administrative Agent in connection with the preparation, negotiation,
execution and delivery of this Amendment, whether or not this Amendment becomes effective.



     SECTION 2.4. Headings. The various headings of this Amendment are inserted for
convenience only and shall not affect the meaning or interpretation of this Amendment or any
provisions hereof.



     SECTION 2.5. Execution in Counterparts. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an original and all of
which shall constitute together but one and the same agreement.



     SECTION 2.6. Cross-References. References in this Amendment to any Article or
Section are, unless otherwise specified or otherwise required by the context, to such Article or
Section of this Amendment.



     SECTION 2.7. Successors and Assigns. This Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns.



     SECTION 2.8. Severability. Any provision of this Amendment held to be invalid,
illegal, ineffective or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity, illegality, ineffectiveness or unenforceability
without affecting the validity, legality, effectiveness and enforceability of the remaining
provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall
not invalidate such provision in any other jurisdiction.



     SECTION 2.9. GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE LAWS OF



 









 







THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW
YORK GENERAL OBLIGATIONS LAW.



[Signature pages follow.]




 









 





Execution Version




     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute
and deliver this Amendment as of the date first above written.



	 	 	 	 	 
	 	FIRST PRIORITY AGENT:



THE CIT GROUP/BUSINESS CREDIT, INC., as First

   Priority Agent

 	 
	 	By:  	/s/ George Louis McKinley
 	 
	 	 	Name:  	George Louis McKinley 	 
	 	 	Title:  	Vice President 	 
	 
	 	Address:



11 West Forty-second Street

New York, New York 10038



Attention: Portfolio Manager





SECOND PRIORITY AGENT:



THE BANK OF NEW YORK, as Trustee, Collateral 

   Agent and Second Priority Agent

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



101 Barclay Street, 8W

New York, New York 10286

Facsimile no.: 212 815 5131

Attention: Carlos Luciano

 	 
	 	 	 
	 	 	 
	 	 	 
	 




 









 





	 	 	 	 	 
	 	GRANTORS:



BROADVIEW NETWORKS HOLDINGS, INC.

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	Corey Rinker 	 
	 	 	Title:  	CFO and Treasurer 	 
	 
	 	Address:



800 Westchester Avenue

5th Floor – Suite N501

Rye Brook, New York 10573



With a copy to:



Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Facsimile no.: 212 728 8111

Attention: Cornelius T. Finnegan, III



BRIDGECOM HOLDINGS, INC.

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



800 Westchester Avenue

5th Floor – Suite N501

Rye Brook, New York 10573



With a copy to:



Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Facsimile no.: 212 728 8111

Attention: Cornelius T. Finnegan, III

 	 
	 	 	 
	 	 	 
	 	 	 
	 




 









 





	 	 	 	 	 
	 	BRIDGECOM INTERNATIONAL, INC.

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



800 Westchester Avenue

5th Floor – Suite N501

Rye Brook, New York 10573



With a copy to:





Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Facsimile no.: 212 728 8111

Attention: Cornelius T. Finnegan, III



BRIDGECOM SOLUTIONS GROUP, INC.

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



800 Westchester Avenue

5th Floor – Suite N501

Rye Brook, New York 10573



With a copy to:



Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Facsimile no.: 212 728 8111

Attention: Cornelius T. Finnegan, III

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BROADVIEW NETWORKS, INC.

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



800 Westchester Avenue

5th Floor – Suite N501

Rye Brook, New York 10573



With a copy to:



Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Facsimile no.: 212 728 8111

Attention: Cornelius T. Finnegan, III



BROADVIEW NETWORKS OF MASSACHUSETTS, INC.

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



800 Westchester Avenue

5th Floor – Suite N501

Rye Brook, New York 10573



With a copy to:



Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Facsimile no.: 212 728 8111

Attention: Cornelius T. Finnegan, III

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BROADVIEW NETWORKS OF VIRGINIA, INC.

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



800 Westchester Avenue

5th Floor – Suite N501

Rye Brook, New York 10573



With a copy to:



Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Facsimile no.: 212 728 8111

Attention: Cornelius T. Finnegan, III





BROADVIEW NP ACQUISITION CORP.

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



800 Westchester Avenue

5th Floor – Suite N501

Rye Brook, New York 10573



With a copy to:



Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Facsimile no.: 212 728 8111

Attention: Cornelius T. Finnegan, III

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BV-BC ACQUISITION CORPORATION

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



800 Westchester Avenue

5th Floor – Suite N501

Rye Brook, New York 10573



With a copy to:



Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Facsimile no.: 212 728 8111

Attention: Cornelius T. Finnegan, III





OPEN SUPPORT SYSTEMS LLC

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



800 Westchester Avenue

5th Floor – Suite N501

Rye Brook, New York 10573



With a copy to:



Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Facsimile no.: 212 728 8111

Attention: Cornelius T. Finnegan, III

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	TRUCOM CORPORATION

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



800 Westchester Avenue

5th Floor – Suite N501

Rye Brook, New York 10573



With a copy to:



Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Facsimile no.: 212 728 8111

Attention: Cornelius T. Finnegan, III





ATX COMMUNICATIONS, INC. 

 	 
	 	By:  	

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



2100 Renaissance Blvd.

King of Prussia, PA 19406





CORECOMM-ATX, INC.

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



2100 Renaissance Blvd.

King of Prussia, PA 19406

 	 
	 	 	 
	 	 	 
	 	 	 
	 




 









 





	 	 	 	 	 
	 	ATX LICENSING, INC.

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



2100 Renaissance Blvd.

King of Prussia, PA 19406





ATX TELECOMMUNICATIONS

SERVICES OF VIRGINIA, LLC

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



2100 Renaissance Blvd.

King of Prussia, PA 19406





CORECOMM SERVICES, LLC

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



2100 Renaissance Blvd.

King of Prussia, PA 19406

 	 
	 	 	 
	 	 	 
	 	 	 
	 




 









 





	 	 	 	 	 
	 	CORECOMM COMMUNICATIONS, LLC

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



2100 Renaissance Blvd.

King of Prussia, PA 19406





CCL HISTORICAL, INC.

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



2100 Renaissance Blvd.

King of Prussia, PA 19406





CORECOMM NEWCO, INC.

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



2100 Renaissance Blvd.

King of Prussia, PA 19406

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	FCC HOLDCO I, INC.

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



2100 Renaissance Blvd.

King of Prussia, PA 19406





CORECOMM-VOYAGER, INC.

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



2100 Renaissance Blvd.

King of Prussia, PA 19406





CORECOMM INTERNET GROUP, INC.

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



2100 Renaissance Blvd.

King of Prussia, PA 19406

 	 
	 	 	 
	 	 	 
	 	 	 
	 




 









 





	 	 	 	 	 
	 	VOYAGER INFORMATION NETWORKS, INC.

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



2100 Renaissance Blvd.

King of Prussia, PA 19406





CCL HISTORICAL ILLINOIS, INC.

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



2100 Renaissance Blvd.

King of Prussia, PA 19406





CCL HISTORICAL INDIANA, INC.

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



2100 Renaissance Blvd.

King of Prussia, PA 19406

 	 
	 	 	 
	 	 	 
	 	 	 
	 




 









 





	 	 	 	 	 
	 	CCL HISTORICAL MARYLAND, INC.

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



2100 Renaissance Blvd.

King of Prussia, PA 19406





CCL HISTORICAL MASSACHUSETTS, INC.

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



2100 Renaissance Blvd.

King of Prussia, PA 19406





CCL HISTORICAL MICHIGAN, INC.

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



2100 Renaissance Blvd.

King of Prussia, PA 19406

 	 
	 	 	 
	 	 	 
	 	 	 
	 




 









 





	 	 	 	 	 
	 	CCL HISTORICAL MISSOURI, INC.

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



2100 Renaissance Blvd.

King of Prussia, PA 19406





CCL HISTORICAL NEW JERSEY, INC.

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



2100 Renaissance Blvd.

King of Prussia, PA 19406





CCL HISTORICAL NEW YORK, INC.

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



2100 Renaissance Blvd.

King of Prussia, PA 19406

 	 
	 	 	 
	 	 	 
	 	 	 
	 




 









 





	 	 	 	 	 
	 	CCL HISTORICAL OHIO, INC.

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



2100 Renaissance Blvd.

King of Prussia, PA 19406





CCL HISTORICAL PENNSYLVANIA, INC.

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



2100 Renaissance Blvd.

King of Prussia, PA 19406





CCL HISTORICAL RHODE ISLAND, INC.

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



2100 Renaissance Blvd.

King of Prussia, PA 19406

 	 
	 	 	 
	 	 	 
	 	 	 
	 




 









 





	 	 	 	 	 
	 	CCL HISTORICAL VERMONT, INC.

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



2100 Renaissance Blvd.

King of Prussia, PA 19406





CCL HISTORICAL WEST VIRGINIA, INC.

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



2100 Renaissance Blvd.

King of Prussia, PA 19406





CORTELYOU COMMUNICATIONS CORP.

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



2100 Renaissance Blvd.

King of Prussia, PA 19406