exv4w15



 





Exhibit 4.15




 









 









[EXECUTION COPY]




$90,000,000




BROADVIEW NETWORKS HOLDINGS, INC.




113/8% Senior Secured Notes due 2012




REGISTRATION RIGHTS AGREEMENT




May 14, 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”), is issuing and
selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in
the Purchase Agreement, dated May 8, 2007, by and among the Company, the Initial Purchaser and the
guarantors named therein (the “Purchase Agreement”), $90,000,000 aggregate principal amount
of 11 3/8% Senior Secured Notes due 2012 issued by the Company (each, together with the related
guarantees, a “Note” and collectively, the “Notes”). As an inducement to the
Initial Purchaser to enter into the Purchase Agreement, the Company and the Guarantors (as defined
below) agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the
Notes (including, without limitation, the Initial Purchaser), as follows:



1. Definitions




     Capitalized terms that are used herein without definition and are defined in the Purchase Agreement
shall have the respective meanings ascribed to them in the Purchase Agreement. As used in this
Agreement, the following terms shall have the following meanings:



     Additional Interest: See Section 4(a).



     Advice: See Section 6(u).



     Agreement: This Registration Rights Agreement, dated as of the Closing Date, among the Company, the
Guarantors party hereto and the Initial Purchaser.



     Applicable Period: See Section 2(e).



     Blackout Period: See Section 3(e).



     Business Day: A day that is not a Saturday, a Sunday or a day on which banking institutions in the
City of New York are authorized or required by law or executive order to be closed.



     Closing Date: May 14, 2007.




 









 





     Company: See the introductory paragraph to this Agreement.



     Effectiveness Date: The later of (i) November 16, 2007 and (ii) the date that is 180 days after the
Issue Date.



     Effectiveness Period: See Section 3(a).



     Event Date: See Section 4(b).



     Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the
SEC promulgated thereunder.



     Exchange Notes: Senior Secured Notes due 2012 of the Company registered under the Securities Act,
identical in all material respects to the Notes, including the guarantees endorsed thereon, except
for restrictive legends and additional interest provisions.



     Exchange Offer: See Section 2(a).



     Exchange Registration Statement: See Section 2(a).



     Filing Date: The 90th day after the Issue Date.



     Guarantors: Each subsidiary of the Company that guarantees the obligations of the Company under the
Notes and the Indenture.



     Holder: Any registered holder of Registrable Notes.



     Indemnified Party: See Section 8(c).



     Indemnifying Party: See Section 8(c).



     Indenture: The Indenture, dated as of August 23, 2006 (as supplemented on September 29, 2006),
among the Company, the Guarantors and The Bank of New York, as trustee, pursuant to which the Notes
are being issued, as amended or supplemented from time to time in accordance with the terms
thereof.



     Initial Purchaser: See the introductory paragraph to this Agreement.



     Initial Shelf Registration Statement: See Section 3(a).



     Inspectors: See Section 6(o).



     Issue Date: May 14, 2007.



     Lien: Has the meaning set forth in the Indenture.



     Losses: See Section 8(a).



     Maximum Contribution Amount: See Section 8(d).




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     NASD: National Association of Securities Dealers, Inc.



     Notes: See the introductory paragraph to this Agreement.



     Participating Broker-Dealer: See Section 2(e).



     Person: An individual, trustee, corporation, partnership, limited liability company, joint stock
company, trust, unincorporated association, union, business association, firm, government or agency
or political subdivision thereof, or other legal entity.



     Private Exchange: See Section 2(f).



     Private Exchange Notes: See Section 2(f).



     Prospectus: The prospectus included in any Registration Statement (including, without limitation, a
prospectus that discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A promulgated under the Securities Act),
as amended or supplemented by any prospectus supplement, with respect to the terms of the offering
of any portion of the Registrable Notes covered by such Registration Statement, and all other
amendments and supplements to the Prospectus, including post-effective amendments, and all material
incorporated by reference or deemed to be incorporated by reference in such Prospectus.



     Purchase Agreement: See the introductory paragraph to this Agreement.



     Records: See Section 6(o).



     Registrable Notes: Notes, Private Exchange Notes and Exchange Notes received in the Exchange Offer,
in each case, that may not be sold or transferred (i) without restriction under federal or state
securities laws or (ii) pursuant to paragraph (k) of Rule 144.



     Registration Statement: Any registration statement of the Company and the Guarantors filed with the
SEC under the Securities Act (including, but not limited to, the Exchange Registration Statement,
the Shelf Registration Statement and any Subsequent Shelf Registration Statement) that covers any
of the Registrable Notes pursuant to the provisions of this Agreement, including the Prospectus,
amendments and supplements to such registration statement, including post-effective amendments, all
exhibits and all material incorporated by reference or deemed to be incorporated by reference in
such registration statement.



     Rule 144: Rule 144 promulgated under the Securities Act, as such Rule may be amended from time to
time, or any similar rule (other than Rule 144A) or regulation hereafter adopted by the SEC
providing for offers and sales of securities made in compliance therewith resulting in offers and
sales by subsequent holders that are not affiliates of an issuer or such securities being free of
the registration and prospectus delivery requirements of the Securities Act.



     Rule 144A: Rule 144A promulgated under the Securities Act, as such Rule may be amended from time to
time, or any similar rule (other than Rule 144) or regulation hereafter adopted by the SEC.



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     Rule 415: Rule 415 promulgated under the Securities Act, as such Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the SEC.



     Rule 430A: Rule 430A promulgated under the Securities Act, as such Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the SEC.



     SEC: The Securities and Exchange Commission.



     Securities: The Notes, the Exchange Notes and the Private Exchange Notes.



     Securities Act: The Securities Act of 1933, as amended, and the rules and regulations of the SEC
promulgated thereunder.



     Shelf Notice: See Section 2(i).



     Shelf Registration Statement: See Section 3(b).



     Subsequent Shelf Registration Statement: See Section 3(b).



     TIA: The Trust Indenture Act of 1939, as amended.



     Trustee: The trustee under the Indenture and, if existent, the trustee under any indenture
governing the Exchange Notes and Private Exchange Notes (if any).



     Underwritten Registration or Underwritten Offering: A registration in which securities of the
Company are sold to an underwriter for reoffering to the public.



2. Exchange Offer





	 	(a)	 	Unless the Exchange Offer would not be permitted by applicable laws or a policy of the SEC, the
Company shall (and shall cause each Guarantor to) (i) prepare and file with the SEC promptly after
the date hereof, but in no event later than the Filing Date, a registration statement (the
“Exchange Registration Statement”) on an appropriate registration form under the Securities
Act with respect to an offer (the “Exchange Offer”) to exchange the Notes for Exchange
Notes, which shall have terms substantially identical in all material respects to the Notes, (ii)
use its reasonable best efforts to cause the Exchange Registration Statement to become effective as
promptly as practicable after the filing thereof, but in no event later than the Effectiveness
Date, (iii) use its reasonable best efforts to keep the Exchange Registration Statement effective
until the consummation of the Exchange Offer in accordance with its terms, and (iv) commence the
Exchange Offer and use its reasonable best efforts to issue on or prior to 45 days after the
Effectiveness Date, Exchange Notes in exchange for all Notes tendered prior thereto in the Exchange
Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange
Offer does not violate applicable law or any applicable interpretation of the staff of the SEC.




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	 	(b)	 	The Exchange Notes and the Private Exchange Notes shall be issued under, and entitled to the
benefits of, the Indenture or a trust indenture that is identical to the Indenture (other than such
changes as are necessary to comply with any requirements of the SEC to effect or maintain the
qualifications thereof under the TIA) which in either case will provide that (i) the Exchange Notes
will not be subject to the transfer restrictions or additional interest provisions set forth in the
Indenture, (ii) the Private Exchange Notes will be subject to the transfer restrictions set forth
in the Indenture and (iii) the Exchange Notes, the Private Exchange Notes and the Notes, if any,
will be deemed one class of security (subject to the provisions of the Indenture) and entitled to
participate in all the security granted by the Company pursuant to the Collateral Agreements and in
any Guarantee (as such terms are defined in the Indenture) on an equal and ratable basis.
	 
	 	(c)	 	Interest on the Exchange Notes and Private Exchange Notes will accrue from (i) the later of (x)
the last interest payment date on which interest was paid on the Notes surrendered in exchange
therefor or (y) if the Note is surrendered for exchange on a date in a period which includes the
record date for an interest payment date to occur on or after the date of such exchange and as to
which interest will be paid, the date of such interest payment date or (ii) if no interest has been
paid on the Notes, from the Issue Date. Each Exchange Note and Private Exchange Note shall bear
interest at the rate set forth thereon; provided, that interest with respect to the period
prior to the issuance thereof shall accrue at the rate or rates borne by the Notes from time to
time during such period.
	 
	 	(d)	 	The Company may require each Holder as a condition to participation in the Exchange Offer to
represent to the Company that at the time of the consummation of the Exchange Offer, (i) any
Exchange Notes received by such Holder will be acquired in the ordinary course of its business,
(ii) at the time of commencement and consummation of the Exchange Offer such Holder has not entered
into any arrangement or understanding with any Person to participate in the distribution (within
the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the
Securities Act, (iii) such Holder is not an “affiliate” (as defined in Rule 405 of the Securities
Act) of the Company or if such Holder is an affiliate such Holder will comply with the registration
and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such
Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Notes and (v) if such Holder is a Participating Broker-Dealer that
will receive Exchange Notes for its own account in exchange for Notes that were acquired as a
result of market-making or other trading activities, that it will deliver a Prospectus in
connection with any resale of the Exchange Notes.
	 
	 	(e)	 	The Company shall (and shall cause each Guarantor to) include within the Prospectus contained
in the Exchange Registration Statement a section entitled “Plan of Distribution” reasonably
acceptable to the Initial Purchaser which shall contain all of the information that the SEC may
require with respect to the potential “underwriter” status of any broker-dealer that is the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by
such broker-dealer in the




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	 	 	 	Exchange Offer for its own account in exchange for Notes that were acquired by it as a result of
market-making activities or other trading activities (a “Participating Broker-Dealer”),
whether such positions or policies have been publicly disseminated by the staff of the SEC or such
positions or policies, in the judgment of the Initial Purchaser, represent the prevailing views of
the staff of the SEC. Such “Plan of Distribution” section shall also allow, to the extent permitted
by applicable policies and regulations of the SEC, the use of the Prospectus by all Persons subject
to the prospectus delivery requirements of the Securities Act, including, to the extent so
permitted, all Participating Broker-Dealers, and include a statement describing the manner in which
Participating Broker-Dealers may resell the Exchange Notes. The Company shall use its reasonable
best efforts to keep the Exchange Registration Statement effective and to amend and supplement the
Prospectus contained therein, in order to permit such Prospectus to be lawfully delivered by all
Persons subject to the prospectus delivery requirements of the Securities Act for the period ending
on the earlier of (i) 180 days from the date the Exchange Offer Registration Statement is declared
effective and (ii) the date on Which such Participating Broker-Dealer is no longer required to
deliver a prospectus in connection with market-making or other trading activities (the
“Applicable Period”).
	 
	 	(f)	 	If, upon consummation of the Exchange Offer, the Initial Purchaser holds any Notes acquired by
it and having the status of an unsold allotment in the initial distribution, the Company (upon the
written request from the Initial Purchaser) shall, simultaneously with the delivery of the Exchange
Notes pursuant to the Exchange Offer, issue and deliver to the Initial Purchaser in exchange (the
“Private Exchange”) for the Notes held by the Initial Purchaser, a like principal amount at
maturity of Senior Secured Notes (issued under the same Indenture as the Exchange Notes) that are
identical in all material respects to the Exchange Notes except for the existence of restrictions
on transfer thereof under the Securities Act and securities laws of the several states of the
United States (the “Private Exchange Notes”). The Private Exchange Notes shall bear the
same CUSIP number as the Exchange Notes.
	 
	 	(g)	 	In connection with the Exchange Offer, the Company shall (and shall cause each Guarantor to):






	 	(i)	 	mail to each Holder a copy of the Prospectus forming part of the Exchange Registration
Statement, together with an appropriate letter of transmittal (substantially in the form attached
as an exhibit to the Exchange Registration Statement) and any related documents;
	 
	 	(ii)	 	keep the Exchange Offer open for not less than 20 Business Days (or longer if required by
applicable law) after the date notice thereof is mailed to the Holders;
	 
	 	(iii)	 	utilize the services of a depository for the Exchange Offer with an address in the Borough of
Manhattan, The City of New York, which may be the Trustee or an affiliate thereof;




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	 	(iv)	 	permit Holders to withdraw tendered Registrable Notes at any time prior to the close of
business, New York time, on the last Business Day on which the Exchange Offer shall remain open;
and
	 
	 	(v)	 	otherwise comply with all applicable laws.






	 	(h)	 	As soon as practicable after the close of the Exchange Offer or the Private Exchange, as the
case may be, the Company shall (and shall cause each Guarantor to):






	 	(i)	 	accept for exchange all Registrable Notes validly tendered and not withdrawn pursuant to the
Exchange Offer or the Private Exchange, as the case may be;
	 
	 	(ii)	 	deliver to the Trustee for cancellation all Registrable Notes so accepted for exchange; and
	 
	 	(iii)	 	cause the Trustee to authenticate and deliver promptly to each Holder tendering such
Registrable Notes, Exchange Notes or Private Exchange Notes, as the case may be, equal in principal
amount at maturity to the Notes of such Holder so accepted for exchange.






	 	(i)	 	If, (i) any change in law or in applicable interpretations thereof by the staff of the SEC
would not permit the consummation of the Exchange Offer, (ii) for any other reason the Exchange
Registration Statement is not declared effective on or prior to the Effectiveness Date, or the
Exchange Offer is not consummated within 45 days after the Effectiveness Date, (iii) the Initial
Purchaser so requests with respect to the Notes (or the Private Exchange Notes) not eligible to be
exchanged for Exchange Notes in the Exchange Offer and held by it following consummation of the
Exchange Offer, or (iv) in the case of (A) any Holder not permitted to participate in the Exchange
Offer, (B) any Holder participating in the Exchange Offer that receives Exchange Notes that may not
be sold or transferred without restriction under state and federal securities laws (other than due
solely to the status of such Holder as an affiliate of the Company within the meaning of the
Securities Act) or (C) any Participating Broker Dealer holds Notes acquired directly from the
Company or one of its affiliates and, in each case contemplated by this clause (iv), such
Holder notifies the Company within two months of consummation of the Exchange Offer, then in each
case the Company shall promptly (and in any event within ten Business Days of such notification)
deliver to the Holders and the Trustee written notice thereof (the “Shelf Notice”) and
shall as promptly as practicable and at its sole expense use its reasonable best efforts to
thereafter file an Initial Shelf Registration Statement pursuant to Section 3.





3. Shelf Registration




     If a Shelf Notice is delivered pursuant to Section 2(i), then this Section 3 shall
apply to all Registrable Notes. Otherwise, upon consummation of the Exchange Offer in accordance
with Section 2, the provisions of this Section 3 shall apply solely with respect to
(i) Notes held by any Holder thereof not permitted to participate in the Exchange Offer, (ii)
Private Exchange Notes, and



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(iii) Exchange Notes that are not freely transferable as contemplated by
Section 2(i)(iv) hereof, provided in each case that the relevant Holder has duly notified the Company
within six months of the Exchange Offer as required by Section 2(i)(iv).




	 	(a)	 	Initial Shelf Registration. The Company shall (and shall cause each Guarantor to) use
its reasonable best efforts to file with the SEC a shelf registration statement pursuant to Rule
415 under the Securities Act covering all of the Registrable Notes (the “Initial Shelf
Registration Statement”) as promptly as possible, but in any event within 90 days of the
delivery of the Shelf Notice, and shall (and shall cause each Guarantor to) use its reasonable best
efforts to cause such Initial Shelf Registration Statement to be declared effective under the
Securities Act as promptly as practicable thereafter, but in no event more than 180 days after
delivery of the Shelf Notice; provided, however, that if the Company (and each
Guarantor) has not yet filed an Exchange Registration Statement, the Company shall use its
reasonable best efforts to file (and shall cause each Guarantor to file) with the SEC the Initial
Shelf Registration Statement on or prior to the Filing Date and shall use its reasonable best
efforts to cause such Initial Shelf Registration Statement to be declared effective under the
Securities Act on or prior to the Effectiveness Date. The Initial Shelf Registration Statement
shall be on Form S-1 or another appropriate form permitting registration of such Registrable Notes
for resale by Holders in the manner or manners reasonably designated by them (including, without
limitation, Underwritten Offerings). The Company shall (and shall cause each Guarantor to) use its
reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective
under the Securities Act until the earlier of two years after the Issue Date (the
“Effectiveness Period”) or such time as all of the Registrable Notes have been sold under
the Initial Shelf Registration Statement.
	 
	 	(b)	 	Subsequent Shelf Registrations. If the Initial Shelf Registration Statement or any
Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during
the Effectiveness Period (other than because of the sale of all of the securities registered
thereunder), the Company shall (and shall cause each Guarantor to) use its reasonable best efforts
to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event
shall within 30 days of such cessation of effectiveness amend such Shelf Registration Statement in
a manner designed to obtain the withdrawal of the order suspending the effectiveness thereof, or
file (and cause each Guarantor to file) an additional shelf registration statement pursuant to Rule
415 under the Securities Act covering all of the Registrable Notes covered by and not sold under
the Initial Registration Statement or any earlier Registration Statement (a “Subsequent Shelf
Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the Company
shall (and shall cause each Guarantor to) use its reasonable best efforts to cause the Subsequent
Shelf Registration Statement to be declared effective as soon as practicable after such filing and
to keep such Subsequent Shelf Registration Statement continuously effective for a period equal to
the number of days in the Effectiveness Period less the aggregate number of days during which the
Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement was




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	 	 	 	previously continuously effective. As used herein the term “Shelf Registration Statement”
means the Initial Shelf Registration Statement and any Subsequent Shelf Registration Statements.
	 
	 	(c)	 	Supplements and Amendments. The Company shall promptly amend any Shelf Registration
Statement and/or amend or supplement the Prospectus constituting a part thereof if required by the
rules, regulations or instructions applicable to the registration form used for such Shelf
Registration Statement, if required by the Securities Act, or if reasonably requested in writing by
the Holders of a majority in aggregate principal amount of the Registrable Notes covered by such
Shelf Registration Statement or by any underwriter of such Registrable Notes.
	 
	 	(d)	 	Provision of Information. No Holder shall be entitled to include any of its Registrable
Notes in any Shelf Registration Statement pursuant to this Agreement unless such Holder furnishes
to the Company and the Trustee in writing, within 20 days after receipt of a written request
therefor, such information as the Company and the Trustee, after conferring with counsel with
regard to information relating to Holders that would be required by the SEC to be included in such
Shelf Registration Statement or Prospectus included therein, may reasonably request for inclusion
in any Shelf Registration Statement or Prospectus included therein, and no such Holder shall be
entitled to Additional Interest pursuant to Section 4 hereof unless and until such Holder
shall have provided such information.
	 
	 	(e)	 	Notwithstanding anything to the contrary contained in this Agreement, upon notice to Holders,
the Company may suspend use of the Prospectus included in any Shelf Registration Statement in the
event that and for a period of time (a “Blackout Period”) not to exceed an aggregate of 90
days in any 12-month period if the board of directors of the Company determines in good faith that
(1) the disclosure of an event, occurrence or other item at such time could reasonably be expected
to have a Material Adverse Effect on the business, operations or prospects of the Company and the
Guarantors, taken as a whole, or (2) the disclosure otherwise relates to a material business
transaction which has not been publicly disclosed and that any such disclosure would jeopardize the
success of the transaction or that disclosure of the transaction is prohibited pursuant to the
terms thereof.





4. Additional Interest





	 	(a)	 	The Company and each Guarantor acknowledges and agrees that the Holders of Registrable Notes
will suffer damages if the Company or any Guarantor fails to fulfill its material obligations under
Section 2 or Section 3 hereof and that it would not be feasible to ascertain the
extent of such damages with precision. Accordingly, the Company and the Guarantors agree to pay
additional cash interest on the Notes (“Additional Interest”) under the circumstances and
to the extent set forth below (each of which shall be given independent effect):




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	 	(i)	 	if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration Statement
has been filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Company
has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf
Registration Statement and such Shelf Registration Statement is not filed on or prior to the date
required by this Agreement, then, commencing on the day after either such required filing date,
Additional Interest shall accrue on the principal amount of the Notes over and above any stated
interest at a rate of 0.25% per annum for the first 90 days immediately following such filing date,
such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each
subsequent 90-day period, subject to the provisos in the last sentence of this paragraph;
	 
	 	(ii)	 	if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration
Statement is declared effective by the SEC on or prior to the Effectiveness Date, (B)
notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company
is required to file a Shelf Registration Statement and such Shelf Registration Statement is not
declared effective by the SEC on or prior to the 90th day following the date such Shelf
Registration Statement was filed, then, commencing on the day after either such required effective
date, Additional Interest shall accrue on the principal amount of the Notes over and above any
stated interest at a rate of 0.25% per annum for the first 90 days immediately following such
effective date, such Additional Interest rate increasing by an additional 0.25% per annum at the
beginning of each subsequent 90-day period, subject to the provisos in the last sentence of this
paragraph; or
	 
	 	(iii)	 	if (A) the Company (and any Guarantor) has not exchanged Exchange Notes for all Notes validly
tendered and not withdrawn in accordance with the terms of the Exchange Offer on or prior to the
date that is 45 days after the Effectiveness Date, (B) if applicable, a Shelf Registration
Statement has been declared effective and such Shelf Registration Statement ceases to be effective
or usable in connection with resales of the Notes at any time prior to the second anniversary of
the Issue Date (other than during a Blackout Period or after such time as all Notes have been
disposed of thereunder), or (C) the Company (or any Guarantor) issues a valid notice to suspend the
use of the Prospectus included in any Shelf Registration Statement and such suspension, when taken
together with all other suspensions, if any (but solely to the extent not concurrent), during any
12-month period exceeds 90 days, then, in each case, Additional Interest shall accrue on the
principal amount of the Notes over and above any stated interest at a rate of 0.25% per annum for
the first 90 days commencing on (x) the 46th day after the Effectiveness Date, in the case of
clause (A) above, (y) the day such Shelf Registration Statement ceases to be effective or
useable, in the case of clause (B) above, or (z) the day the Prospectus in any Shelf
Registration Statement is suspended for any period in excess of 90 Days during any 12-month period,
in the case of clause (C) above, such Additional Interest rate increasing by an additional
0.25% per




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	 	 	 	annum at the beginning of each subsequent 90-day period, subject to the provisos in the last
sentence of this paragraph;






provided, however, that Additional Interest will not accrue under more than one of
the foregoing clauses (i), (ii) or (iii) at any one time; provided
further, however, that the amount of Additional Interest accruing on the Notes
shall not exceed at any one time in the aggregate 1.0% per annum; and provided
further, however, that (1) upon the filing of the Exchange Registration Statement
or Initial Shelf Registration Statement (in the case of clause (i) above), (2) upon the
effectiveness of the Exchange Registration Statement or Shelf Registration Statement (in the case
of clause (ii) above), (3) upon the exchange of Exchange Notes for all Notes tendered (in
the case of clause (iii)(A) above), (4) upon the effectiveness of a Shelf Registration
Statement which had ceased to remain effective (in the case of clause (iii)(B) above), or
(5) upon the day the Prospectus in any Shelf Registration Statement the use of which was previously
suspended may be used again (in the case of clause (iii)(C) above), Additional Interest on
the Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall
cease to accrue.




	 	(b)	 	The Company shall notify the Trustee within three Business Days after each and every date on
which an event occurs in respect of which Additional Interest is required to be paid (an “Event
Date”). Any amounts of Additional Interest due pursuant to clause (a)(i),
(a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on the dates
and in the manner provided in the Indenture and whether or not any cash interest would then be
payable on such date, commencing with the first such semi-annual date occurring after any such
Additional Interest commences to accrue. The amount of Additional Interest will be determined by
multiplying the applicable Additional Interest rate by the principal amount of the Notes,
multiplied by a fraction, the numerator of which is the number of days such Additional Interest
rate was applicable during such period (determined on the basis of a 360-day year comprised of
twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and
the denominator of which is 360.





5. Intentionally Omitted




6. Registration Procedures




     In connection with the filing of any Registration Statement pursuant to Sections 2 or
3 hereof, the Company shall (and shall cause each Guarantor to) effect such registrations
to permit the sale of such securities covered thereby in accordance with the intended method or
methods of disposition thereof, and pursuant thereto and in connection with any Registration
Statement filed by the Company hereunder, the Company shall (and shall cause each Guarantor to):




	 	(a)	 	Prepare and file with the SEC the Exchange Registration Statement in accordance with
Section 2 or a Shelf Registration Statement in accordance with Section 3;
provided that, if (1) a Shelf Registration Statement is filed pursuant to Section 3
or (2) a Prospectus contained in an Exchange Registration Statement filed pursuant to Section
2 is required to be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the




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	 	 	 	Applicable Period, before filing any Registration Statement or Prospectus or any amendments or
supplements thereto the Company shall (and shall cause each Guarantor to), if requested, furnish at
no charge to the Holders of the Registrable Notes to be registered pursuant to such Shelf
Registration Statement, each Participating Broker-Dealer, the managing underwriters, if any, and
each of their respective counsel, a reasonable opportunity to review copies of all such documents
(including copies of any documents to be incorporated by reference therein and all exhibits
thereto) proposed to be filed (in each case at least 5 Business Days prior to such
filing). The Company and each Guarantor shall not file (and shall not allow any of the other
Guarantors to) any such Registration Statement or Prospectus or any amendments or supplements
thereto in respect of which the Holders must provide information for the inclusion therein without
the Holders being afforded an opportunity to review such documentation if the holders of a majority
in aggregate principal amount of the Registrable Notes covered by such Registration Statement, or
any such Participating Broker-Dealer, as the case may be, or the managing underwriters, if any, or
any of their respective counsel shall reasonably object in writing prior to such filing date. A
Holder shall be deemed to have reasonably objected to such filing if such Registration Statement,
amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue
statement of a material fact or omits to state any material fact necessary to make the statements
therein not misleading or fails to comply with the applicable requirements of the Securities Act.
	 
	 	(b)	 	Provide an indenture trustee for the Registrable Notes, the Exchange Notes or the Private
Exchange Notes, as the case may be, and cause the Indenture (or other indenture relating to the
Registrable Notes) to be qualified under the TIA not later than the effective date of the first
Registration Statement; and in connection therewith, to effect such changes to such indenture as
may be required for such indenture to be so qualified in accordance with the terms of the TIA; and
execute, and use its reasonable best efforts to cause such trustee to execute, all documents as may
be required to effect such changes, and all other forms and documents required to be filed with the
SEC to enable such indenture to be so qualified in a timely manner.
	 
	 	(c)	 	Prepare and file with the SEC such pre-effective amendments and post-effective amendments to
each Shelf Registration Statement or Exchange Registration Statement, as the case may be, as may be
necessary to keep such Registration Statement continuously effective for the Effectiveness Period
or the Applicable Period, as the case may be; cause the related Prospectus to be supplemented by
any Prospectus supplement required by applicable law, and as so supplemented to be filed pursuant
to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; and
comply with the provisions of the Securities Act and the Exchange Act applicable to them with
respect to the disposition of all securities covered by such Registration Statement as so amended
or in such Prospectus as so supplemented and with respect to the subsequent resale of any
securities being sold by a Participating Broker-Dealer covered by any such Prospectus. The Company
and each Guarantor shall not (and shall not allow any other Guarantor




12









 






	 	 	 	to), during the Applicable Period, voluntarily take any action that would reasonably be expected to
result in selling Holders of the Registrable Notes covered by a Registration Statement or
Participating Broker-Dealers seeking to sell Exchange Notes not being able to sell such Registrable
Notes or such Exchange Notes during that period, unless such action is required by applicable law,
rule or regulation or permitted by this Agreement.
	 
	 	(d)	 	Furnish to such selling Holders and Participating Broker-Dealers who so request in writing (i)
upon the Company’s receipt, a copy of the order of the SEC declaring such Registration Statement
and any post effective amendment thereto effective, (ii) such reasonable number of copies of such
Registration Statement and of each amendment and supplement thereto (in each case including any
documents incorporated therein by reference and all exhibits), (iii) such reasonable number of
copies of the Prospectus included in such Registration Statement (including each preliminary
Prospectus) and each amendment and supplement thereto, and such reasonable number of copies of the
final Prospectus as filed by the Company and each Guarantor pursuant to Rule 424(b) under the
Securities Act, in conformity with the requirements of the Securities Act and each amendment and
supplement thereto, and (iv) such other documents (including any amendments required to be filed
pursuant to clause (c) of this Section 6), as any such Person may reasonably
request in writing. The Company and the Guarantors hereby consent to the use of the Prospectus by
each of the selling Holders of Registrable Notes or each such Participating Broker-Dealer, as the
case may be, and the underwriters or agents, if any, and dealers, if any, in connection with the
offering and sale of the Registrable Notes covered by, or the sale by Participating Broker-Dealers
of the Exchange Notes pursuant to, such Prospectus and any amendment or supplement thereto.
	 
	 	(e)	 	If (1) a Shelf Registration Statement is filed pursuant to Section 3, or (2) a
Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 is
required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to
sell Exchange Notes during the Applicable Period relating thereto, the Company shall notify in
writing the selling Holders of Registrable Notes, or each such Participating Broker-Dealer, as the
case may be, and the managing underwriters, if any, and each of their respective counsel promptly
(but in any event within 2 Business Days) (i) when a Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to a Registration Statement or any
post-effective amendment, when the same has become effective (including in such notice a written
statement that any Holder may, upon request, obtain, without charge, one conformed copy of such
Registration Statement or post-effective amendment including financial statements and schedules,
documents incorporated or deemed to be incorporated by reference and exhibits), (ii) of the
issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or
of any order preventing or suspending the use of any Prospectus or the initiation of any
proceedings for that purpose, (iii) if at any time when a Prospectus is required by the Securities
Act to be delivered in connection with sales of the Registrable Notes the representations and




13









 






	 	 	 	warranties of the Company and any Guarantor contained in any agreement (including any underwriting
agreement contemplated by Section 6(n) hereof) cease to be true and correct, (iv) of the
receipt by the Company or any Guarantor of any notification with respect to the suspension of the
qualification or exemption from qualification of a Registration Statement or any of the Registrable
Notes or the Exchange Notes to be sold by any Participating Broker-Dealer for offer or sale in any
jurisdiction, or the initiation or threatening of any proceeding for such purpose, (v) of the
happening of any event, the existence of any condition of any information becoming known that makes
any statement made in such Registration Statement or related Prospectus or any document
incorporated or deemed to be incorporated therein by reference untrue in any material respect or
that requires the making of any changes in, or amendments or supplements to, such Registration
Statement, Prospectus or documents so that, in the case of the Registration Statement and the
Prospectus, it will not contain any untrue statement of a material fact or omit to state any
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, (vi) of any reasonable
determination by the Company or any Guarantor that a post-effective amendment to a Registration
Statement would be appropriate and (vii) of any request by the SEC for amendments to the
Registration Statement or supplements to the Prospectus or for additional information relating
thereto.
	 
	 	(f)	 	Use its reasonable best efforts to prevent the issuance of any order suspending the
effectiveness of a Registration Statement or of any order preventing or suspending the use of a
Prospectus or suspending the qualification (or exemption from qualification) of any of the
Registrable Notes or the Exchange Notes to be sold by any Participating Broker-Dealer, for sale in
any jurisdiction, and, if any such order is issued, to use its best efforts to obtain the
withdrawal of any such order at the earliest possible date.
	 
	 	(g)	 	If (A) a Shelf Registration Statement is filed pursuant to Section 3, (B) a Prospectus
contained in an Exchange Registration Statement filed pursuant to Section 2 is required to
be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period or (C) reasonably requested in writing by the managing
underwriters, if any, or the Holders of a majority in aggregate principal amount of the Registrable
Notes being sold in connection with an Underwritten Offering, (i) promptly incorporate in a
Prospectus supplement or post-effective amendment such information or revisions to information
therein relating to such underwriters or selling Holders as the managing underwriters, if any, or
such Holders or any of their respective counsel reasonably request in writing to be included or
made therein and (ii) make all required filings of such Prospectus supplement or such
post-effective amendment as soon as practicable after the Company has received notification of the
matters to be incorporated in such Prospectus supplements or post-effective amendment.
	 
	 	(h)	 	Prior to any public offering of Registrable Notes or any delivery of a Prospectus contained in
the Exchange Registration Statement by any Participating Broker-




14









 






	 	 	 	Dealer who seeks to sell Exchange Notes during the Applicable Period, use its reasonable best
efforts to register or qualify, and cooperate with the selling Holders of Registrable Notes or each
such Participating Broker-Dealer, as the case may be, the underwriters, if any, and their
respective counsel in connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Notes or Exchange Notes, as the case may be, for
offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States
as any selling Holder, Participating Broker-Dealer or any managing underwriter or underwriters, if
any, reasonably request in writing; provided that where Exchange Notes held by
Participating Broker-Dealers or Registrable Notes are offered other than through an Underwritten
Offering, the Company and each Guarantor agree to cause its counsel to perform Blue Sky
investigations and use its reasonable best efforts to file any registrations and qualifications
required to be filed pursuant to this Section 6(h), use its reasonable best efforts to keep
each such registration or qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective and use its reasonable best efforts to do
any and all other acts or things reasonably necessary or advisable to enable the disposition in
such jurisdictions of the Exchange Notes held by Participating Broker-Dealers or the Registrable
Notes covered by the applicable Registration Statement; provided that neither the Company
nor any Guarantor shall be required to (A) qualify generally to do business in any jurisdiction
where it is not then so qualified, (B) take any action that would subject it to general service of
process in any such jurisdiction where it is not then so subject or (C) subject itself to taxation
in any such jurisdiction where it is not then so subject.
	 
	 	(i)	 	If (A) a Shelf Registration Statement is filed pursuant to Section 3 or (B) a
Prospectus contained in an Exchange Registration Statement filed pursuant to Section is requested
to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period, cooperate with the selling Holders of Registrable
Notes and the managing underwriter or underwriters, if any, to facilitate the timely preparation
and delivery of certificates representing Registrable Notes to be sold, which certificates shall
not bear any restrictive legends and shall be in a form eligible for deposit with The Depository
Trust Company, and enable such Registrable Notes to be in such denominations and registered in such
names as the managing underwriter or underwriters, if any, or Holders may reasonably request in
writing.
	 
	 	(j)	 	Use its reasonable best efforts to cause the Registrable Notes covered by any Registration
Statement to be registered with or approved by such governmental agencies or authorities as may be
necessary to enable the seller or sellers thereof or the underwriter, if any, to consummate the
disposition of such Registrable Notes, except as may be required solely as a consequence of the
nature of such selling Holder’s business, in which case the Company shall (and shall cause each
Guarantor to) cooperate in all reasonable respects with the filing of such Registration Statement
and the granting of such approvals; provided that neither the Company nor any Guarantor
shall be required to (A) qualify generally to do business in any




15









 






	 	 	 	jurisdiction where it is not then so qualified, (B) take any action that would subject it to
general service of process in any jurisdiction where it is not then so subject or (C) subject
itself to taxation in any such jurisdiction where it is not then so subject.
	 
	 	(k)	 	If (1) a Shelf Registration Statement is filed pursuant to Section 3, or (2) a
Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 is
required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to
sell Exchange Notes during the Applicable Period, upon the occurrence of any event contemplated by
Section 6(e)(v) or 6(e)(vi) hereof, as promptly as practicable, prepare and file
with the SEC, at the expense of the Company and the Guarantors, a supplement or post-effective
amendment to the Registration Statement or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, or file any other required document
so that, as thereafter delivered to the purchasers of the Registrable Notes being sold thereunder
or to the purchasers of the Exchange Notes to whom such Prospectus will be delivered by a
Participating Broker-Dealer, such Prospectus will not contain an untrue statement of a material
fact or omit to state 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, and,
if SEC review is required, use its best efforts to cause such post-effective amendment to be
declared effective as soon as possible.
	 
	 	(l)	 	Use its reasonable best efforts to cause the Registrable Notes covered by a Registration
Statement to be rated with such appropriate rating agencies, if so requested in writing by the
Holders of a majority in aggregate principal amount of the Registrable Notes covered by such
Registration Statement or the managing underwriter or underwriters, if any.
	 
	 	(m)	 	Prior to the initial issuance of the Exchange Notes, (i) provide the Trustee with one or more
certificates for the Registrable Notes in a form eligible for deposit with The Depository Trust
Company and (ii) provide a CUSIP number for the Exchange Notes.
	 
	 	(n)	 	If a Shelf Registration Statement is filed pursuant to Section 3, enter into such
agreements (including an underwriting agreement in form, scope and substance as is customary in
Underwritten Offerings of debt securities similar to the Notes, as may be appropriate in the
circumstances) and take all such other actions in connection therewith (including those reasonably
requested in writing by the managing underwriters, if any, or the Holders of a majority in
aggregate principal amount of the Registrable Notes being sold) as is customary in Underwritten
Offerings of debt securities similar to the Notes as may be appropriate in connection therewith in
order to expedite or facilitate the registration or the disposition of such Registrable Notes, and
in such connection, whether or not an underwriting agreement is entered into and whether or not the
registration is an Underwritten Registration (except as set forth below), (i) make such
representations and warranties to the Holders and the underwriters, if any, with respect to the
business




16









 






	 	 	 	of the Company and its subsidiaries as then conducted, and the Registration Statement, Prospectus
and documents, if any, incorporated or deemed to be incorporated by reference therein, in each
case, in form, substance and scope as are customarily made by issuers to underwriters in
Underwritten Offerings of debt securities similar to the Notes, as may be appropriate in the
circumstances, and confirm the same if and when reasonably required; (ii) use reasonable best
efforts to obtain an opinion of counsel to the Company and the Guarantors and updates thereof
(which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the
managing underwriters, if any, and the Holders of a majority in aggregate principal amount of the
Registrable Notes being sold), addressed to each selling Holder and each of the underwriters, if
any, covering the matters customarily covered in opinions of counsel to the Company and the
Guarantors requested in Underwritten Offerings of debt securities similar to the Notes, as may be
appropriate in the circumstances, provided, however, that this shall only be
requested in Underwritten Registrations; (iii) use reasonable best efforts to obtain “cold comfort”
letters and updates thereof (which letters and updates (in form, scope and substance) shall be
reasonably satisfactory to the managing underwriters) from the independent certified public
accountants of the Company and the Guarantors (and, if necessary, any other independent certified
public accountants of any subsidiary of the Company or of any business acquired by the Company for
which financial statements and financial data are, or are required to be, included in the
Registration Statement), addressed to each of the underwriters, such letters to be in customary
form and covering matters of the type customarily covered in “cold comfort” letters in connection
with Underwritten Offerings of debt securities similar to the Notes, as may be appropriate in the
circumstances, and such other matters as reasonably requested in writing by the underwriters,
provided, however, that this shall only be requested in Underwritten Registrations;
and (iv) deliver such documents and certificates as may be reasonably requested in writing by the
Holders of a majority in aggregate principal amount of the Registrable Notes being sold and the
managing underwriters, if any, to evidence the continued validity of the representations and
warranties of the Company and its subsidiaries made pursuant to clause (i) above and to
evidence compliance with any conditions contained in the underwriting agreement or other similar
agreement entered into by the Company or any Guarantor.
	 
	 	(o)	 	If (1) a Shelf Registration Statement is filed pursuant to Section 3, or (2) a
Prospectus contained in an Exchange Registration Statement filed pursuant to Section 2 is
required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to
sell Exchange Notes during the Applicable Period, make available for inspection by a representative
of the Holder of such Registrable Notes being sold, and representative of each such Participating
Broker-Dealer, as the case may be, any underwriter participating in any such disposition of
Registrable Notes, if any, and any attorney, accountant or other agent retained by any such selling
Holder or each such Participating Broker-Dealer, as the case may be, or underwriter (collectively,
the “Inspectors”), at the offices where normally kept, during reasonable business hours,
all financial and other records and pertinent corporate documents of the Company and its
subsidiaries (collectively, the




17









 






	 	 	 	“Records”) as shall be reasonably necessary to enable them to exercise any applicable due
diligence responsibilities, and cause the officers, directors and employees of the Company and its
subsidiaries to supply all information reasonably requested in writing by any such Inspector in
connection with such Registration Statement. Each Inspector shall agree in writing that it will
keep the Records confidential and not disclose any of the Records unless (i) the disclosure of such
Records is necessary to avoid or correct a misstatement or omission in such Registration Statement,
(ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction, (iii) the information in such Records is public or has been made generally
available to the public other than as a result of a disclosure or failure to safeguard by such
Inspector or (iv) disclosure of such information is, in the reasonable written opinion of counsel
for any Inspector, necessary or advisable in connection with any action, claim, suit or proceeding,
directly or indirectly, involving or potentially involving such Inspector and arising out of, based
upon, related to, or involving this Agreement, or any transaction contemplated hereby or arising
hereunder. Each selling Holder of such Registrable Notes and each such Participating Broker-Dealer
will be required to agree that information obtained by it as a result of such inspections shall be
deemed confidential and shall not be used by it as the basis for any market transactions in the
securities of the Company unless and until such information is made generally available to the
public. Each Inspector, each selling Holder of such Registrable Notes and each such Participating
Broker-Dealer will be required to further agree that it will, upon learning that disclosure of such
Records is sought in a court of competent jurisdiction, give notice to the Company and, to the
extent practicable, use its best efforts to allow the Company, at its expense, to undertake
appropriate action to prevent disclosure of the Records deemed confidential at its expense.
	 
	 	(p)	 	Comply with all applicable rules and regulations of the SEC and make available to its security
holders, as soon as reasonably practicable, an earnings statement covering at least 12 months which
shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder.
	 
	 	(q)	 	If the Exchange Offer or a Private Exchange is to be consummated, upon delivery of the
Registrable Notes by the Holders to the Company and the Guarantors (or to such other Person as
directed by the Company and the Guarantors) in exchange for the Exchange Notes or the Private
Exchange Notes, as the case may be, the Company and the Guarantors shall mark, or cause to be
marked, on such Registrable Notes that the Exchange Notes or the Private Exchange Notes, as the
case may be, are being issued as substitute evidence of the indebtedness originally evidenced by
the Registrable Notes; provided that in no event shall such Registrable Notes be marked as
paid or otherwise satisfied.
	 
	 	(r)	 	Cooperate with each seller of Registrable Notes covered by any Registration Statement and each
underwriter, if any, participating in the disposition of such Registrable Notes and their
respective counsel in connection with any filings required to be made with the NASD.






18









 






	 	(s)	 	Use its reasonable best efforts to take all other steps reasonably necessary to
effect the registration of the Registrable Notes covered by a Registration Statement contemplated
hereby.
	 
	 	(t)	 	The Company may require each seller of Registrable Notes or Participating Broker-Dealer as to
which any registration is being effected to furnish to the Company such information regarding such
seller or Participating Broker-Dealer and the distribution of such Registrable Notes as the Company
may, from time to time, reasonably request in writing. The Company may exclude from such
registration the Registrable Notes of any seller who fails to furnish such information within a
reasonable time (which time in no event shall exceed 45 days) after receiving such request. Each
seller of Registrable Notes or Participating Broker-Dealer as to which any registration is being
effected agrees to furnish promptly to the Company all information required to be disclosed in
order to make the information previously furnished by such seller not materially misleading.
	 
	 	(u)	 	Each Holder of Registrable Notes and each Participating Broker-Dealer agrees by acquisition of
such Registrable Notes or Exchange Notes to be sold by such Participating Broker-Dealer, as the
case may be, that, upon receipt of any notice from the Company of the happening of any event of the
kind described in Section 6(e)(ii), 6(e)(iv), 6(e)(v), or 6(e)(vi),
such Holder will forthwith discontinue disposition of such Registrable Notes covered by a
Registration Statement and such Participating Broker-Dealer will forthwith discontinue disposition
of such Exchange Notes pursuant to any Prospectus and, in each case, forthwith discontinue
dissemination of such Prospectus until such Holder’s or Participating Broker-Dealer’s receipt of
the copies of the supplemented or amended Prospectus contemplated by Section 6(k), or until
it is advised in writing (the “Advice”) by the Company and the Guarantors that the use of
the applicable Prospectus may be resumed, and has received copies of any amendments or supplements
thereto and, if so directed by the Company and the Guarantors, such Holder or Participating
Broker-Dealer, as the case may be, will deliver to the Company all copies, other than permanent
file copies, then in such Holder’s or Participating Broker-Dealer’s possession, of the Prospectus
covering such Registrable Notes current at the time of the receipt of such notice. In the event the
Company and the Guarantors shall give any such notice, the Applicable Period shall be extended by
the number of days during such periods from and including the date of the giving of such notice to
and including the date when each Participating Broker-Dealer shall have received (x) the copies of
the supplemented or amended Prospectus contemplated by Section 6(k) or (y) the Advice.





7. Registration Expenses





	 	(a)	 	All fees and expenses incident to the performance of or compliance with this Agreement by the
Company and the Guarantors shall be borne by the Company and the Guarantors, whether or not the
Exchange Offer or a Shelf Registration Statement is filed or becomes effective, including, without
limitation, (i) all




19









 






	 	 	 	registration and filing fees, including, without limitation, (A) fees with respect to filings
required to be made with the NASD in connection with any Underwritten Offering and (B) fees and
expenses of compliance with state securities or Blue Sky laws as provided in Section 6(h)
hereof (including, without limitation, reasonable and documented fees and disbursements of counsel
in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and
determination of the eligibility of the Registrable Notes or Exchange Notes for investment under
the laws of such jurisdictions (x) where the Holders are located, in the case of the Exchange
Notes, or (y) as provided in Section 6(h), in the case of Registrable Notes or Exchange
Notes to be sold by a Participating Broker-Dealer during the Applicable Period), (ii) printing
expenses, including, without limitation, expenses of printing Prospectuses if the printing of
Prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders of
a majority in aggregate principal amount of the Registrable Notes included in any Registration
Statement or by any Participating Broker-Dealer during the Applicable Period, as the case may be,
(iii) messenger, telephone and delivery expenses incurred in connection with the performance of
their obligations hereunder, (iv) fees and disbursements of counsel for the Company, the Guarantors
and, subject to Section 7(b), the Holders, (v) fees and disbursements of all independent
certified public accountants referred to in Section 6 (including, without limitation, the
expenses of any special audit and “cold comfort” letters required by or incident to such
performance), (vi) rating agency fees and the fees and expenses incurred in connection with the
listing of the Securities to be registered on any securities exchange, (vii) Securities Act
liability insurance, if the Company and the Guarantors desire such insurance, (viii) fees and
expenses of all other Persons retained by the Company and the Guarantors, (ix) fees and expenses of
any “qualified independent underwriter” or other independent appraiser participating in an offering
pursuant to Section 3 of Schedule E to the bylaws of the NASD, but only where the need for such a
“qualified independent underwriter” arises due to a relationship with the Company and the
Guarantors, (x) internal expenses of the Company and the Guarantors (including, without limitation,
all salaries and expenses of officers and employees of the Company or the Guarantors performing
legal or accounting duties), (xi) the expense of any annual audit, (xii) the fees and expenses of
the Trustee and the Exchange Agent and (xiii) the expenses relating to printing, word processing
and distributing all Registration Statements, underwriting agreements, securities sales agreements,
indentures and any other documents necessary in order to comply with this Agreement.
	 
	 	(b)	 	The Company and the Guarantors shall reimburse the Holders for the reasonable and documented
fees and disbursements of not more than one counsel chosen by the Holders of a majority in
aggregate principal amount of the Registrable Notes to be included in any Registration Statement.
The Company and the Guarantors shall pay all documentary, stamp, transfer or other transactional
taxes attributable to the issuance or delivery of the Exchange Notes or Private Exchange Notes in
exchange for the Notes; provided that the Company shall not be required to pay taxes
payable in respect of any transfer involved in the issuance or delivery of any Exchange Note or
Private Exchange Note in a name other than that of the Holder of the Note




20









 






	 	 	 	in respect of which such Exchange Note or Private Exchange Note is being issued. The Company and
the Guarantors shall reimburse the Holders for the reasonable and documented fees and expenses
(including reasonable fees and expenses of counsel to the Holders) relating to any enforcement of
any rights of the Holders under this Agreement.





8. Indemnification





	 	(a)	 	Indemnification by the Company and the Guarantors. The Company and the Guarantors
jointly and severally agree to indemnify and hold harmless each Holder of Registrable Notes,
Exchange Notes or Private Exchange Notes and each Participating Broker-Dealer selling Exchange
Notes during the Applicable Period, each Person, if any, who controls each such Holder (within the
meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) and the officers,
directors and partners of each such Holder, Participating Broker-Dealer and controlling person, to
the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, costs
(including, without limitation, reasonable and documented costs of preparation and reasonable
attorneys’ fees as provided in this Section 8) and expenses (including, without limitation,
reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or
defending against any of the foregoing) (collectively, “Losses”), as incurred, directly or
indirectly caused by, related to, based upon, arising out of or in connection with any untrue
statement or alleged untrue statement of a material fact contained in any Registration Statement,
Prospectus or form of prospectus, or in any amendment or supplement thereto, or in any preliminary
prospectus, or any omission or alleged omission to state therein 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, except insofar as such Losses are primarily based upon
information relating to such Holder or Participating Broker-Dealer and furnished in writing to the
Company and the Guarantors (or reviewed and approved in writing) by such Holder or Participating
Broker-Dealer or their counsel expressly for use therein; provided, however, that
the Company and the Guarantors will not be liable to any Indemnified Party (as defined below) under
this Section 8 to the extent Losses were primarily caused by an untrue statement or
omission or alleged untrue statement or omission that was contained or made in any preliminary
prospectus and corrected in the Prospectus or any amendment or supplement thereto if (i) the
Prospectus does not contain any other untrue statement or omission or alleged untrue statement or
omission of a material fact that was the subject matter of the related proceedings, (ii) any such
Losses resulted from an action, claim or suit by any Person who purchased Registrable Notes or
Exchange Notes which are the subject thereof from such Indemnified Party and (iii) it is
established in the related proceeding that such Indemnified Party failed to deliver or provide a
copy of the Prospectus (as amended or supplemented) to such Person with or prior to the
confirmation of the sale of such Registrable Notes or Exchange Notes sold to such Person if
required by applicable law, unless such failure to deliver or provide a copy of the Prospectus (as
amended or supplemented) was a result of noncompliance by the Company with Section 6 of
this Agreement. The




21









 






	 	 	 	Company and the Guarantors also agree to indemnify underwriters, selling brokers, dealer managers
and similar securities industry professionals participating in the distribution, their officers,
directors, agents and employees and each Person who controls such Persons (within the meaning of
Section 15 of the Securities Act or Section 20(a) of the
Exchange Act) to the same extent as
provided above with respect to the indemnification of the Holders or the Participating
Broker-Dealer.
	 
	 	(b)	 	Indemnification by Holder. In connection with any Registration Statement, Prospectus or
form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a
Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing
such information as the Company and the Guarantors reasonably request for use in connection with
any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto,
or any preliminary prospectus and shall indemnify and hold harmless the Company, the Guarantors,
their respective directors and each Person, if any, who controls the Company and the Guarantors
(within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act), and
the directors, officers and partners of such controlling persons, to the fullest extent lawful,
from and against all Losses arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement, Prospectus or form of
prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any
omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading to the extent, but only to the extent, that such losses are finally judicially
determined by a court of competent jurisdiction in a final, unappealable order to have resulted
primarily from an untrue statement or alleged untrue statement of a material fact or omission or
alleged omission of a material fact contained in or omitted from any information so furnished in
writing by such Holder to the Company and the Guarantors expressly for use therein. Notwithstanding
the foregoing, in no event shall the liability of any selling Holder be greater in amount than such
Holder’s Maximum Contribution Amount (as defined below).
	 
	 	(c)	 	Conduct of Indemnification Proceedings. If any proceeding shall be brought or asserted
against any Person entitled to indemnity hereunder (an “Indemnified Party”), such
Indemnified Party shall promptly notify the party or parties from which such indemnity is sought
(the “Indemnifying Party” or “Indemnifying Parties”, as applicable) in writing;
provided, that the failure to so notify the Indemnifying Parties shall not relieve the
Indemnifying Parties from any obligation or liability except to the extent (but only to the extent)
that it shall be finally determined by a court of competent jurisdiction (which determination is
not subject to appeal) that the Indemnifying Parties have been prejudiced materially by such
failure.





     The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified
Party, within 20 Business Days after receipt of written notice from such Indemnified Party of such
proceeding, to assume, at its expense, the defense of any such proceeding, provided, that



22









 







an Indemnified Party shall have the right to employ separate counsel in any such proceeding and to
participate in the defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Party or parties unless: (1) the Indemnifying Party has agreed to pay
such fees and expenses; or (2) the Indemnifying Party shall have failed promptly to assume the
defense of such proceeding or shall have failed to employ counsel reasonably satisfactory to such
Indemnified Party; or (3) the named parties to any such proceeding (including any impleaded
parties) include both such Indemnified Party and the Indemnifying Party or any of its affiliates or
controlling persons, and such Indemnified Party shall have been advised by counsel that there may
be one or more defenses available to such Indemnified Party that are in addition to, or in conflict
with, those defenses available to the Indemnifying Party or such affiliate or controlling person
(in which case, if such Indemnified Party notifies the Indemnifying Parties in writing that it
elects to employ separate counsel at the expense of the Indemnifying Parties, the Indemnifying
Parties shall not have the right to assume the defense and the reasonable fees and expenses of such
counsel shall be at the expense of the Indemnifying Party; it being understood, however, that, the
Indemnifying Party shall not, in connection with any one such proceeding or separate but
substantially similar or related proceedings in the same jurisdiction, arising out of the same
general allegations or circumstances, be liable for the fees and expenses of more than one separate
firm of attorneys (together with appropriate local counsel) at any time for such Indemnified
Party).



     No Indemnifying Party shall be liable for any settlement of any such proceeding effected without
its written consent, which shall not be unreasonably withheld, but if settled with its written
consent, or if there be a final judgment for the plaintiff in any such proceeding, 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 by reason of such settlement or judgment. The Indemnifying Party shall not consent to the
entry of any judgment or enter into any settlement that does not include as an unconditional term
thereof the giving by the claimant or plaintiff to each Indemnified Party of a release, in form and
substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such
proceeding for which such Indemnified Party would be entitled to indemnification hereunder (whether
or not any Indemnified Party is a party thereto).




	 	(d)	 	Contribution. If the indemnification provided for in this Section 8 is
unavailable to an Indemnified Party or is insufficient to hold such Indemnified Party harmless for
any Losses in respect of which this Section 8 would otherwise apply by its terms (other
than by reason of exceptions provided in this Section 8), then each applicable Indemnifying
Party, in lieu of indemnifying such Indemnified Party, shall have a joint and several obligation to
contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in
such proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the
one hand, and such Indemnified Party, on the other hand, in connection with the actions, statements
or omissions that resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party, on the one hand, and Indemnified Party, on the other
hand, shall be determined by reference to, among other things, whether any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material fact relates to
information supplied by such Indemnifying Party or Indemnified Party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent any such




23









 






	 	 	 	statement or omission. The amount paid or payable by an Indemnified Party as a result of any Losses
shall be deemed to include any legal or other fees or expenses incurred by such party in connection
with any proceeding, to the extent such party would have been indemnified for such fees or expenses
if the indemnification provided for in Section 8(a) or 8(b) was available to such
party.





     The parties hereto, agree that it would not be just and equitable if contribution pursuant to this
Section 8(d) were determined by pro rata allocation or by another method of allocation that
does not take account of the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 8(d), a selling Holder shall not
be required to contribute, in the aggregate, any amount in excess of such Holder’s Maximum
Contribution Amount. A selling Holder’s “Maximum Contribution Amount” shall equal the
excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such
Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section
1l(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty
of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this
Section 8(d) are several in proportion to the respective principal amount of the
Registrable Securities held by each Holder hereunder and not joint. The Company’s and Guarantors’
obligations to contribute pursuant to this Section 8(d) are joint and several.



     The indemnity and contribution agreements contained in this Section 8 are in addition to
any liability that the Indemnifying Parties may have to the Indemnified Parties.



9. Rules 144A




     Each of the Company and the Guarantors hereby agrees with each Holder, for so long as any
Registrable Notes remain outstanding, to make available to any Holder or beneficial owner of
Registrable Notes in connection with any sale thereof and any prospective purchaser of such
Registrable Notes from such Holder or beneficial owner, the information required by Rule 144A(d)(4)
under the Securities Act in order to permit resales of such Registrable Notes pursuant to Rule 144A
under the Securities Act.



10. Underwritten Registrations of Registrable Notes




     If any of the Registrable Notes covered by any Shelf Registration Statement are to be sold in an
Underwritten Offering, the investment banker or investment bankers and manager or managers that
will manage the offering will be selected by the Holders of a majority in aggregate principal
amount of such Registrable Notes to be included in such offering; provided,
however, that such investment banker or investment bankers and manager or managers must be
reasonably acceptable to the Company.



     No Holder of Registrable Notes may participate in any underwritten registration hereunder unless
such Holder (a) agrees to sell such Holder’s Registrable Notes on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements
and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting




24









 







agreements, lock-up letters and other documents required under the terms of such underwriting
arrangements.



     Notwithstanding anything herein to the contrary, not less than a majority of the Registrable Notes
may be sold in an Underwritten Offering.



11. Miscellaneous





	 	(a)	 	Remedies. In the event of a breach by either the Company or any of the Guarantors of
any of their respective obligations under this Agreement, each Holder, in addition to being
entitled to exercise all rights provided herein, in the Indenture or, in the case of the Initial
Purchaser, in the Purchase Agreement, or granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Agreement. The Company and the Guarantors
agree that monetary damages would not be adequate compensation for any loss incurred by reason of a
breach by either the Company or any of the Guarantors of any of the provisions of this Agreement
and hereby agree to waive the defense in any action for specific performance that a remedy at law
would be adequate.
	 
	 	(b)	 	No Inconsistent Agreements. The Company and each of the Guarantors have not entered, as
of the date hereof, and the Company and each of the Guarantors shall not enter, after the date of
this Agreement, into any agreement with respect to any of its securities that is inconsistent with
the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions
hereof. Other than any agreements that exist on the date hereof, the Company and each of the
Guarantors will not enter into any agreement granting any registration rights with respect to any
of its securities.
	 
	 	(c)	 	Adjustments Affecting Registrable Notes. The Company shall not, directly or indirectly,
take any action with respect to the Registrable Notes as a class that would reasonably be expected
to materially and adversely affect the ability of the Holders to consummate any Exchange Offer.
	 
	 	(d)	 	Amendments and Waivers. The provisions of this Agreement may not be amended, modified
or supplemented, and waivers or consents to or departures from the provisions hereof may not be
given, other than with the prior written consent of the Holders of not less than a majority in
aggregate principal amount of the then outstanding Registrable Notes in circumstances that would
adversely affect any Holders of Registrable Notes; provided, however, that
Section 8 and this Section 11(d) may not be amended, modified or supplemented
without the prior written consent of each Holder. Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that relates exclusively to
the rights of Holders of Registrable Notes whose securities are being tendered pursuant to the
Exchange Offer or sold pursuant to a Notes Registration Statement and that does not directly or
indirectly affect, impair, limit or compromise the rights of other Holders of Registrable Notes may
be given by Holders of at least a majority in aggregate principal amount of the Registrable Notes
being tendered or being sold by such Holders pursuant to such Notes Registration Statement.




25









 






	 	(e)	 	Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand delivery, registered first-class mail, next-day air courier or
telecopier:






	 	(i)	 	if to a Holder of Securities or to any Participating Broker-Dealer, at the most current address
of such Holder or Participating Broker-Dealer, as the case may be, set forth on the records of the
registrar of the Notes, with a copy in like manner to the Initial Purchaser as follows:




Jefferies & Company, Inc.

520 Madison Avenue

12th Floor

New York, New York 10022

Facsimile No.: (212) 284-2280

Attention: Josh Targoff, Esq.



with a copy to:



White & Case LLP

1155 Avenue of the Americas

New York, New York 10036

Facsimile No.: (212) 354-8113

Attention: Ronald S. Brody, Esq.





	 	(ii)	 	if to the Initial Purchaser, at the address specified in Section 11(e)(i);
	 
	 	(iii)	 	if to the Company or any Guarantor, as follows:




Broadview Networks Holdings, Inc.

800 Westchester Avenue, Suite N. 501

Rye Brook, New York 10573

Attention: Charles H. Hunter, Esq.



with a copy to:



Willkie
Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Attention: Cristopher Greer, Esq.




     All such notices and communications shall be deemed to have been duly given: when delivered by
hand, if personally delivered; five Business Days after being deposited in the United States mail,
postage prepaid, if mailed; one Business Day after being timely delivered to a next-day air courier
guaranteeing overnight delivery; and when receipt is acknowledged by the addressee, if telecopied.



26









 





     Copies of all such notices, demands or other communications shall be concurrently delivered by the
Person giving the same to the Trustee under the Indenture at the address specified in such
Indenture.




	 	(f)	 	Successors and Assigns. This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties hereto, including, without limitation and
without the need for an express assignment, subsequent Holders of Securities, provided,
however, that this Agreement shall not inure to the benefit of or be binding upon a
successor or assign of a Holder unless and to the extent such successor or assign acquired
Registrable Notes from such Holder.
	 
	 	(g)	 	Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.
	 
	 	(h)	 	Headings. The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.
	 
	 	(i)	 	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAW. EACH OF THE COMPANY AND THE GUARANTORS HEREBY IRREVOCABLY SUBMITS TO
THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW
YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND IRREVOCABLY
ACCEPTS FOR ITS AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE
AFORESAID COURTS. EACH OF THE COMPANY AND THE GUARANTORS IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE COMPANY AND THE GUARANTORS IRREVOCABLY CONSENTS, TO
THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS OF ANY
OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY AND THE GUARANTORS AT THEIR SAID
ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT
THE RIGHT OF ANY HOLDER TO




27









 






	 	 	 	SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE COMPANY OR THE GUARANTORS IN ANY OTHER JURISDICTION.
	 
	 	(j)	 	Severability. 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.
	 
	 	(k)	 	Securities Held by the Company or Its Affiliates. Whenever the consent or approval of
Holders of a specified percentage of Securities is required hereunder, Securities held by the
Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) shall not
be counted in determining whether such consent or approval was given by the Holders of such
required percentage.
	 
	 	(1)	 	Third Party Beneficiaries. Holders and Participating Broker-Dealers are intended third
party beneficiaries of this Agreement and this Agreement may be enforced by such Persons.
	 
	 	(m)	 	Entire Agreement. This Agreement, together with the Purchase Agreement, the Indenture
and the Collateral Agreements, is intended by the parties as a final and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject matter contained herein
and therein and any and all prior oral or written agreements, representations, or warranties,
contracts, understanding, correspondence, conversations and memoranda between the Initial Purchaser
on the one hand and the Company and the Guarantors on the other, or between or among any agents,
representatives, parents, subsidiaries, affiliates, predecessors in interest or successors in
interest with respect to the subject matter hereof and thereof are merged herein and replaced
hereby.





[Remainder of page intentionally left blank.]




28









 








SIGNATURES




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



	 	 	 	 	 
	 	BROADVIEW NETWORKS HOLDINGS, INC.

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



Registration Rights Agreement





 









 



	 	 	 	 	 
	 	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 	 
	 



Registration Rights Agreement



 









 






	 	 	 	 	 
	 	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 	 
	 



Registration Rights Agreement



 









 





	 	 	 	 	 
	 	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 	 
	 
	 	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 	 
	 



Registration Rights Agreement


 









 




	 	 	 	 	 
	 	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 	 
	 



Registration Rights Agreement


 









 





	 	 	 	 	 
	 	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 	 
	 
	 	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 	 
	 



Registration Rights Agreement


 









 





	 	 	 	 	 
	 	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 	 
	 



Registration Rights Agreement

 









 




	 	 	 	 	 	 
	 	 ACCEPTED AND AGREED TO:

JEFFERIES & COMPANY, INC.
 	 
	 	By:  	/s/ M. Kent Warner 	 
	 	 	Name:  	M. Kent Warner 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature Page to Registration Rights Agreement]