exv4w2



 





Exhibit 4.2





 









 








     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of September 29, 2006,
among ATX Communications, Inc., CoreComm-ATX, Inc., ATX Licensing, Inc., ATX Telecommunications
Services of VA, LLC, CoreComm Services, LLC, CoreComm Communications, LLC, CCL Historical, Inc.,
CoreComm Newco, Inc., CoreComm Illinois, Inc., CoreComm Indiana, Inc., CoreComm Maryland, Inc.,
CoreComm Massachusetts, Inc., CoreComm Michigan, Inc., CoreComm Missouri, Inc., CoreComm New
Jersey, Inc., CoreComm New York, Inc., CoreComm Ohio, Inc., CoreComm Pennsylvania, Inc., CoreComm
Rhode Island, Inc., CoreComm Vermont, Inc., CoreComm West Virginia, Inc., FCC Holdco I, Inc.,
Cortelyou Communications Corp., CoreComm Voyager, Inc., Voyager Information Networks, Inc. and
CoreComm Internet Group, Inc. (each, a “New Guarantor” and collectively, the “New Guarantors”),
each a direct or indirect subsidiary of Broadview Networks Holding, Inc. (the “Company”), the
subsidiaries of the Company listed on the signature pages hereto under the heading “Existing
Guarantors” (collectively, the “Existing Guarantors”) and THE BANK OF NEW YORK, a New York banking
corporation, as trustee and collateral agent (the “Trustee”) under the Indenture (as defined and
referred to below). All capitalized terms used but not otherwise defined herein shall have the
meaning assigned thereto in the Indenture.



WITNESETH:




     WHEREAS the Company and the Existing Guarantors have heretofore executed and delivered to the
Trustee an Indenture dated as of August 23, 2006 (the “Indenture”), providing for the issuance of
its 113/8% Senior Secured Notes Due 2012;



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



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



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



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



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



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



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



     4. Modification. No modification, amendment or waiver of any provision of this
Supplemental Indenture, nor the consent to any departure by the New Guarantors therefrom, shall in
any event be effective unless the same shall be in writing and signed by the Trustee, and then such
waiver or consent shall be effective only in the specific





 









 





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



	 	 	 	 	 
	 	BROADVIEW NETWORKS HOLDINGS, INC. 

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NEW GUARANTORS:



ATX COMMUNICATIONS, INC. 

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

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

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ATX TELECOMMUNICATIONS SERVICES OF

VA, LLC

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CORECOMM SERVICES, LLC 

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CORECOMM MICHIGAN, INC. 

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CORECOMM MISSOURI, INC. 

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CORECOMM NEW JERSEY, INC. 

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CORECOMM NEW YORK, INC. 

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CORECOMM OHIO, INC. 

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CORECOMM PENNSYLVANIA, INC. 

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CORECOMM RHODE ISLAND, INC. 

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	EXISTING GUARANTORS: 



BRIDGECOM HOLDINGS, INC.

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BRIDGECOM INTERNATIONAL, INC. 

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

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TRUCOM CORPORATION 

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

 	 
	 	By:  	/s/ Corey Rinker
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	BROADVIEW NP ACQUISITION CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BROADVIEW NETWORKS, INC. 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BROADVIEW NETWORKS OF MASSACHUSETTS, INC. 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BROADVIEW NETWORKS OF VIRGINIA, INC. 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BV-BC ACQUISITION CORP. 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK, as Trustee and

Collateral Agent

 	 
	 	By:  	/s/ Geovanni Barris
 	 
	 	 	Name:  	GEOVANNI BARRIS 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 




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