BVWN / Broadview Networks Holdings Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Broadview Networks Holdings FORM 15-15D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-142946 BROADVIEW NETWORKS HOLDINGS, INC. (Exact name of registrant as sp

BVWN / Broadview Networks Holdings Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Mark One þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 2017 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 333-142

AGREEMENT AND PLAN OF MERGER by and among: WINDSTREAM HOLDINGS, INC. , a Delaware corporation; BEETHOVEN MERGER SUBSIDIARY, INC. , a Delaware corporation; and BROADVIEW NETWORKS HOLDINGS, INC. , a Delaware corporation Dated as of April 12, 2017

Exhibit EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among: WINDSTREAM HOLDINGS, INC.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2017 BROADVIEW NETWORKS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 333-142946 11-3310798 (State or other jurisdiction of incorpo

Windstream to acquire Broadview Networks Advances unified communications product portfolio Improves competitiveness and ability to serve SMB customers Creates ~$30 million in annual operating expense synergies Reduces leverage and accretive to free c

Exhibit PRESS RELEASE Windstream to acquire Broadview Networks Advances unified communications product portfolio Improves competitiveness and ability to serve SMB customers Creates ~$30 million in annual operating expense synergies Reduces leverage and accretive to free cash flow LITTLE ROCK, Ark.

SUBSIDIARIES OF BROADVIEW NETWORKS HOLDINGS, INC.

EX-21.1 3 bnhex211subsidiariesofbroa.htm EXHIBIT 21.1 Exhibit 21.1 SUBSIDIARIES OF BROADVIEW NETWORKS HOLDINGS, INC. Broadview Networks Holdings, Inc., a Delaware corporation, owns, directly or indirectly, the following subsidiaries: State or Jurisdiction of Name of Subsidiary Incorporation or Organization Broadview Networks, Inc. New York BV-BC Acquisition Corp. Delaware Broadview NP Acquisition

BROADVIEW NETWORKS HOLDINGS, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

Exhibit 12.1 BROADVIEW NETWORKS HOLDINGS, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Years Ended December 31, 2016 2015 2014 2013 2012 Earnings: Loss from operations before provision for income taxes $ 3,654 $ (8,434 ) $ (7,895 ) $ (7,217 ) $ (34,049 ) Interest charges 16,598 16,485 16,790 17,196 35,200 Interest factor in operating rents (1) 2,515 2,529 2,651 2,662 2,698 Total income 2

BVWN / Broadview Networks Holdings Inc. 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Mark One x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 333-14294

Broadview Networks Holdings NT 10-K

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 333-142946 SEC FILE NUMBER 11138T108 CUSIP NUMBER (Check One) : [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and Form 10-D [ ] Form N-SAR [ ]Form N-CSR For Period Ended: December 31, 2016 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transi

CCN / CardConnect Corp. / Rotation Capital Management, LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Broadview Networks Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 11138T108 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

Broadview Networks Holdings 10-Q (Quarterly Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2016 BROADVIEW NETWORKS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 333-142946 11-3310798 (State or other jurisdiction of incorp

Broadview Networks Holdings, Inc. Company Overview Updated on August 31, 2016 Quarter Ended June 30, 2016 © Broadview Networks Holdings, Inc. Safe Harbor Statement This presentation may contain forward-looking statements, including statements regardi

EX-99.1 2 broadviewpresentation2q1.htm EXHIBIT 99.1 Broadview Networks Holdings, Inc. Company Overview Updated on August 31, 2016 Quarter Ended June 30, 2016 © Broadview Networks Holdings, Inc. Safe Harbor Statement This presentation may contain forward-looking statements, including statements regarding, among other items, the Company’s expected financial position, business, risk factors and finan

Broadview Networks Holdings 10-Q (Quarterly Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2016 BROADVIEW NETWORKS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 333-142946 11-3310798 (State or other jurisdiction of incorporation) (C

AMENDMENT NO. 1 TO CREDIT AGREEMENT

AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1, dated as of June 30, 2016 (this “ First Amendment”), to the Credit Agreement, dated as of November 13, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement”), among BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation (“ Holdings”), BROADVIEW NETWORKS, INC., a New York corporat

BVWN / Broadview Networks Holdings Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Mark One þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 2016 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 333-142

SUBSIDIARIES OF BROADVIEW NETWORKS HOLDINGS, INC.

Exhibit 21.1 SUBSIDIARIES OF BROADVIEW NETWORKS HOLDINGS, INC. Broadview Networks Holdings, Inc., a Delaware corporation, owns, directly or indirectly, the following subsidiaries: State or Jurisdiction of Name of Subsidiary Incorporation or Organization Broadview Networks, Inc. New York BV-BC Acquisition Corp. Delaware Broadview NP Acquisition Corp. Delaware Open Support Systems LLC Connecticut Br

BVWN / Broadview Networks Holdings Inc. 10-K - Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Mark One x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 333-14294

BROADVIEW NETWORKS HOLDINGS, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

Exhibit 12.1 BROADVIEW NETWORKS HOLDINGS, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Years Ended December 31, 2015 2014 2013 2012 2011 Earnings: Loss from operations before provision for income taxes $ (7,163 ) $ (7,895 ) $ (7,217 ) $ (34,049 ) $ (10,857 ) Interest charges 16,485 16,790 17,196 35,200 38,302 Interest factor in operating rents (1) 2,529 2,651 2,662 2,698 3,413 Total inco

Broadview Networks Holdings 10-K (Annual Report)

Broadview Networks Holding Document 2013 10K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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Correspondence June 5, 2013 Reid S. Hooper Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Broadview Networks Holdings, Inc. Registration Statement on Form S-1 (File No. 333-187629) Dear Mr. Hooper: On behalf of Broadview Networks Holdings, Inc. (the “Company”), and following further discussions with the staff (the

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Acceleration Request June 5, 2013 VIA EDGAR Reid S. Hooper Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Broadview Networks Holdings, Inc. Registration Statement on Form S-1 (File No. 333-187629) Dear Mr. Hooper: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Broadview Networks Hol

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June 5, 2013 Reid S. Hooper Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Broadview Networks Holdings, Inc. Registration Statement on Form S-1 (File No. 333-187629) Dear Mr. Hooper: On behalf of Broadview Networks Holdings, Inc. (the ?Company?), and following discussions with the staff (the ?Staff?) of the Securi

- AMENDMENT NO. 2 TO FORM S-1

S-1/A 1 d497607ds1a.htm AMENDMENT NO. 2 TO FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on June 5, 2013 Registration No. 333-187629 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Broadview Networks Holdings, Inc. (Exact name of registrant as specified in i

STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

Exhibit 12.1 STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth the historical ratio of our earnings to our fixed charges for the periods indicated: Three Months Ended March 31, Year Ended December 31, 2013 2012(1) 2012 2011(1) 2010(1) 2009(1) 2008(1) Earnings: Loss before provision for income taxes $ (2,006 ) $ (4,725 ) $ (34,049 ) $ (10,857 ) $ (

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Correspondence May 1, 2013 Reid S. Hooper Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Broadview Networks Holdings, Inc. Registration Statement on Form S-1 (File No. 333-187629) Dear Mr. Hooper: On behalf of Broadview Networks Holdings, Inc. (the “Company”), and following discussions with the staff (the “Staff”)

- AMENDMENT NO. 1 TO FORM S-1

Amendment No. 1 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on April 30, 2013 Registration No. 333-187629 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Broadview Networks Holdings, Inc. (Exact name of registrant as specified in its charter) (For co-re

FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.4 EXECUTION COPY FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of April 17, 2013, among Broadview Networks Holdings, Inc., a Delaware corporation (the ?Company?), the Guarantors (as defined herein) and The Bank of New York Mellon, as Trustee (in such capacity, the ?Trustee?) and Collateral Agent (in such capacity, the ?Collateral Agen

CODE OF REGULATIONS DIGICOM, INC. Article I. MEETINGS OF SHAREHOLDERS

Exhibit 3.61 CODE OF REGULATIONS OF DIGICOM, INC. Article I. MEETINGS OF SHAREHOLDERS (a) Annual Meetings. The annual meeting of the shareholders of this corporation shall be held at the principal office of the corporation, in Euclid Ohio, on the fourth Tuesday in January of each year, at 2:00 o?clock P.M., if not a legal holiday, but if a legal holiday, then on the day following at the same hour.

ARTICLES OF INCORPORATION INFOHIGHWAY OF VIRGINIA, INC.

Exhibit 3.56 ARTICLES OF INCORPORATION OF INFOHIGHWAY OF VIRGINIA, INC. I hereby form a stock corporation under the provisions of Chapter 9 of Title 13.1 of the Code of Virginia and to that end set forth the following: FIRST: The name of the corporation is: INFOHIGHWAY OF VIRGINIA, INC. SECOND: The Corporation will conduct the business of a public service company as provided in Section 13.1-620(D)

AMENDMENT NO. 1 LIMITED LIABILITY COMPANY AGREEMENT ATX TELECOMMUNICATIONS SERVICES OF VIRGINIA, LLC

Exhibit 3.32 AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF ATX TELECOMMUNICATIONS SERVICES OF VIRGINIA, LLC This Amendment No. 1 (this “Amendment”) to the Limited Liability Company Agreement of ATX Telecommunications Services of Virginia, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”), dated as of September 15, 2003 (the “LLC Agreemen

Delaware The First State

EX-3.24 Exhibit 3.24 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS FILED FROM AND INCLUDING THE RESTATED CERTIFICATE OR A MERGER WITH A RESTATED CERTIFICATE ATTACHED OF “ATX COMMUNICATIONS, INC.” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED

BYLAWS BROADVIEW NETWORKS OF VIRGINIA, INC. Article I

Exhibit 3.23 BYLAWS OF BROADVIEW NETWORKS OF VIRGINIA, INC. Article I Shares 1.1. Transfers of shares on the stock transfer books of the Corporation shall only be made by the person named in the certificate or by an attorney, lawfully constituted in writing, and only upon surrender of the certificate or certificates therefor. The Board of Directors may make reasonable regulations for the transfer

FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

EX-2.3 Exhibit 2.3 FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT, dated as of July 20, 2012 (this “First Amendment”), to the Restructuring Support Agreement, dated as of July 13, 2012 (as amended, supplemented or otherwise modified, the “Support Agreement”) by each of Broadview Networks Holdings, Inc. (“BNHI”) and each of its direct and indir

RATIFICATION AND AMENDMENT AGREEMENT

Exhibit 10.3 RATIFICATION AND AMENDMENT AGREEMENT This RATIFICATION AND AMENDMENT AGREEMENT (the ?Ratification Agreement?) dated as of August 23, 2012, is by and among THE CIT GROUP/BUSINESS CREDIT, INC. (?CIT?), in its capacity as administrative agent for the Lenders (in such capacity, the ?Administrative Agent?) acting for and on behalf of the various financial institutions and other Persons fro

NEO EMPLOYMENT AGREEMENT

EX-10.21 Exhibit 10.21 NEO EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into as of the 5th day of July, 2012 (the “Effective Date”), by and between Broadview Networks Holdings, Inc. (the “Company”) and Kenneth Shulman, an individual (the “Executive”) (hereinafter collectively referred to as the “parties”). WHEREAS, the Company and Executive entered into an Employment Agreement on Janu

$25,000,000 DEBTOR IN POSSESSION AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 23, 2012, by and among BROADVIEW NETWORKS HOLDINGS, INC., BROADVIEW NETWORKS, INC., BROADVIEW NETWORKS OF MASSACHUSETTS, INC., BROADVIEW NETWORKS OF VIRGINIA, I

Exhibit 10.2 $25,000,000 DEBTOR IN POSSESSION AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 23, 2012, by and among BROADVIEW NETWORKS HOLDINGS, INC., BROADVIEW NETWORKS, INC., BROADVIEW NETWORKS OF MASSACHUSETTS, INC., BROADVIEW NETWORKS OF VIRGINIA, INC., and BRIDGECOM INTERNATIONAL, INC., as Borrowers, Debtors and Debtors in Possession, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS

AMENDMENT NO. 2 TO CREDIT AGREEMENT

Exhibit 10.12 EXECUTION COPY AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2, dated as of November 12, 2010 (this ?Second Amendment?), to the Credit Agreement, dated as of August 23, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the ?Credit Agreement?), among BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation (?Holdings?), BROADVIEW NETWOR

SECURITY AGREEMENT dated as of November 13, 2012 by and among BROADVIEW NETWORKS HOLDINGS, INC., and certain of its Subsidiaries, as Grantors, in favor of THE BANK OF NEW YORK MELLON, as Collateral Agent TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS

Exhibit 4.2 EXECUTION VERSION SECURITY AGREEMENT dated as of November 13, 2012 by and among BROADVIEW NETWORKS HOLDINGS, INC., and certain of its Subsidiaries, as Grantors, in favor of THE BANK OF NEW YORK MELLON, as Collateral Agent TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 2 SECTION 1.1 Terms Defined in the Uniform Commercial Code 2 SECTION 1.2 Definitions 2 SECTION 1.3 Other Definitional P

BYLAWS nex-i.com inc. (As amended on July 24, 2000) ARTICLE I

EX-3.59 Exhibit 3.59 BYLAWS OF nex-i.com inc. (As amended on July 24, 2000) ARTICLE I OFFICES 1.01 Registered Office: The initial registered office of the corporation shall be at 600 College Road East, Princeton, New Jersey 08540. The Board of Directors may change the registered office from time to time. 1.02 Other Offices: The corporation may have such other offices either within or without the s

NEX-I.COM INC. CERTIFICATE OF INCORPORATION

EX-3.58 Exhibit 3.58 NEX-I.COM INC. CERTIFICATE OF INCORPORATION The undersigned, being over the age of eighteen years, in order to form a corporation pursuant to the provisions of the New Jersey Business Corporation Act, does hereby certify: FIRST: The name of the corporation is “nex-i.com inc.” (the “Corporation”). SECOND: The purpose of the Corporation is to engage in any activity within the pu

AMENDMENT NO. 1 LIMITED LIABILITY COMPANY OPERATING AGREEMENT EUREKA NETWORKS, LLC

EX-3.45 Exhibit 3.45 AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF EUREKA NETWORKS, LLC This Amendment No. 1 (this “Amendment”) to the Limited Liability Company Operating Agreement of Eureka Networks, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”), dated as of August 2005 (the “LLC Agreement”), is being entered into as of No

Delaware The First State

Exhibit 3.43 PAGE 1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF ?EUREKA NETWORKS, LLC? AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF AUGUST, A.D. 2005, AT 1:21 O?CLOCK P.M.

ATX COMMUNICATIONS, INC. AMENDED AND RESTATED BY-LAWS APRIL 21, 2005

Exhibit 3.25 ATX COMMUNICATIONS, INC. AMENDED AND RESTATED BY-LAWS APRIL 21, 2005 These Amended and Restated By-Laws (these ?By-Laws?) are subject to, and governed by, the General Corporation Law of the State of Delaware and the Amended and Restated Certificate of Incorporation (as the same may be amended and/or restated from time to time, the ?Certificate of Incorporation?) of ATX Communications,

COMMUNITY NETWORKS OF MASSACHUSETTS, INC. (a Delaware corporation) ARTICLE 1.

Exhibit 3.21 Exhibit A COMMUNITY NETWORKS OF MASSACHUSETTS, INC. (a Delaware corporation) BY-LAWS ARTICLE 1. OFFICES Section 1.1. Registered Office. The registered office of Community Networks of Massachusetts, Inc. (the “Corporation”) in the state of Delaware shall be established at 1013 Centre Road, Wilmington, DE 19805-1297. Section 1.2. Other Offices. The Corporation may have other offices, ei

THIRD AMENDED AND RESTATED Broadview Networks Holdings, Inc. (A Delaware Corporation) ARTICLE I: Offices

EX-3.2 Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS OF Broadview Networks Holdings, Inc. (A Delaware Corporation) ARTICLE I: Offices SECTION 1. Registered Office. The registered office of the Corporation in the State of Delaware shall be located at 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle, Delaware 19808. The name of the Corporation’s registered agent at su

State of Delaware Secretary of State Division of Corporations Delivered 03:22 PM 11/13/2012 FILED 03:22 PM 11/13/2012 SRV 121222958 ? 2685893 FILE

Exhibit 3.1 Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF ?BROADVIEW NETWORKS HOLDINGS, INC.?, FILED IN THIS OFFICE ON THE THIRTEENTH DAY OF NOVEMBER, A.D. 2012, AT 3:22 O?CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUN

Exit Facility Commitment Letter

Exhibit 10.4 EXECUTION COPY CIT Finance LLC 11 West 42nd St., 12th Floor New York, New York 10036 September 19, 2012 Exit Facility Commitment Letter CONFIDENTIAL Broadview Networks Holdings, Inc., debtor and debtor-in-possession Broadview Networks, Inc., debtor and debtor-in-possession Broadview Networks of Massachusetts, Inc., debtor and debtor-in-possession Broadview Networks of Virginia, Inc.,

$25,000,000 CREDIT AGREEMENT dated as of August 23, 2006, by and among BROADVIEW NETWORKS HOLDINGS, INC., BROADVIEW NETWORKS, INC., BROADVIEW NETWORKS OF MASSACHUSETTS, INC., BROADVIEW NETWORKS OF VIRGINIA, INC., and BRIDGECOM INTERNATIONAL, INC., as

Exhibit 10.10 EXECUTION COPY $25,000,000 CREDIT AGREEMENT dated as of August 23, 2006, by and among BROADVIEW NETWORKS HOLDINGS, INC., BROADVIEW NETWORKS, INC., BROADVIEW NETWORKS OF MASSACHUSETTS, INC., BROADVIEW NETWORKS OF VIRGINIA, INC., and BRIDGECOM INTERNATIONAL, INC., as Borrowers, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME TO TIME PARTIES HERETO, as Lenders, JEFFERIES & CO

- EX-3.26

Exhibit 3.26 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS FILED FROM AND INCLUDING THE RESTATED CERTIFICATE OR A MERGER WITH A RESTATED CERTIFICATE ATTACHED OF ?CORECOMM-ATX, INC.? AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: RESTATED CER

CERTIFICATE OF INCORPORATION BV-BC Acquisition Corporation Pursuant to § 102 of the General Corporation Law of the State of Delaware

EX-3.9 Exhibit 3.9 Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “BV-BC ACQUISITION CORPORATION” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE TWENTY-EIGHTH DAY OF OCTOBER, A.D. 2004

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 06/26/2000 001326084 – 3251139

Exhibit 3.7 Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF ?BRIDGECOM SOLUTIONS GROUP, INC.? AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE TWENTY-SIXTH DAY OF JUNE, A.D. 2000, AT 9 O?

Delaware The First State

Exhibit 3.48 PAGE 1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS FILED FROM AND INCLUDING THE RESTATED CERTIFICATE OR A MERGER WITH A RESTATED CERTIFICATE ATTACHED OF “INFOHIGHWAY COMMUNICATIONS CORPORATION” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE B

Bylaws eLink Telecommunications of Virginia, Inc. a Virginia corporation TABLE OF CONTENTS Page ARTICLE 1 OFFICES 1 1.1 Registered Office and Registered Agent 1 1.1.1 Current 1 1.1.2 Change of the Registered Office or Registered Agent 1 1.2 Principal

Exhibit 3.42 Bylaws Of eLink Telecommunications of Virginia, Inc. a Virginia corporation TABLE OF CONTENTS Page ARTICLE 1 OFFICES 1 1.1 Registered Office and Registered Agent 1 1.1.1 Current 1 1.1.2 Change of the Registered Office or Registered Agent 1 1.2 Principal Office 1 1.3 Other Offices 1 ARTICLE 2 MEETINGS OF STOCKHOLDERS 1 2.1 Time and Place of Meetings 1 2.2 Annual Meetings 1 2.3 Special

AMENDMENT NO. 1 LIMITED LIABILITY COMPANY OPERATING AGREEMENT EUREKA HOLDINGS, LLC

Exhibit 3.40 AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF EUREKA HOLDINGS, LLC This Amendment No. 1 (this “Amendment”) to the Limited Liability Company Operating Agreement of Eureka Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”), dated as of August 2005 (the “LLC Agreement”), is being entered into as of November 1

LIMITED LIABILITY COMPANY OPERATING AGREEMENT EUREKA HOLDINGS, LLC

Exhibit 3.39 LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF EUREKA HOLDINGS, LLC This Limited Liability Company Operating Agreement is made and entered into as of August , 2005 (the “Agreement”) for Eureka Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”). W I T N E S S E T H: WHEREAS, Eureka Broadband Corporation, a Delaware corporation

Delaware The First State

Exhibit 3.30 PAGE 1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF ?ATX TELECOMMUNICATIONS SERVICES OF VIRGINIA, LLC? AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF FORMATION, FILED THE TWELFTH DAY OF JULY, A.D. 2000

ARTICLES OF INCORPORATION BROADVIEW NETWORKS OF VIRGINIA, INC.

EX-3.22 Exhibit 3.22 ARTICLES OF INCORPORATION OF BROADVIEW NETWORKS OF VIRGINIA, INC. The undersigned, desiring to form a stock corporation under the provisions of Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended, hereby sets forth the following: Article I. Name. The name of the Corporation is Broadview Networks of Virginia, Inc. Article II. Purpose. The Corporation shall be a

STATE OF NEW YORK DEPARTMENT OF STATE

Exhibit 3.17 STATE OF NEW YORK DEPARTMENT OF STATE I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original. WITNESS my hand and official seal of the Department of State, at the City of Albany, on August 16, 2012. Daniel E. Shapiro First Deputy Secretary of State Rev. 06/07 F910605

BROADVIEW NP ACQUISITION CORP. (a Delaware corporation) ARTICLE 1.

Exhibit 3.16 BROADVIEW NP ACQUISITION CORP. (a Delaware corporation) BY-LAWS ARTICLE 1. OFFICES Section 1.1. Registered Office. The registered office of Broadview NP Acquisition Corp. (the “Corporation”) in the state of Delaware shall be established at 1209 Orange Street, in the city of Wilmington, County of New Castle, 19801. Section 1.2. Other Offices. The Corporation may have other offices, eit

SUBSIDIARIES OF BROADVIEW NETWORKS HOLDINGS, INC.

EX-21.1 Exhibit 21.1 SUBSIDIARIES OF BROADVIEW NETWORKS HOLDINGS, INC. Broadview Networks Holdings, Inc., a Delaware corporation, owns, directly or indirectly, the following subsidiaries: Name of Subsidiary State or Jurisdiction of Incorporation or Organization Broadview Networks, Inc. New York BV-BC Acquisition Corp. Delaware Broadview NP Acquisition Corp. Delaware Open Support Systems LLC Connec

COLLATERAL AGREEMENT dated as of November 13, 2012 by and among BROADVIEW NETWORKS HOLDINGS, INC., and certain of its Subsidiaries, as Grantors, in favor of CIT FINANCE LLC, as Administrative Agent TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 2 SEC

EX-10.7 Exhibit 10.7 EXECUTION VERSION COLLATERAL AGREEMENT dated as of November 13, 2012 by and among BROADVIEW NETWORKS HOLDINGS, INC., and certain of its Subsidiaries, as Grantors, in favor of CIT FINANCE LLC, as Administrative Agent TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 2 SECTION 1.1 Terms Defined in the Uniform Commercial Code 2 SECTION 1.2 Definitions 2 SECTION 1.3 Other Definitiona

NEO EMPLOYMENT AGREEMENT

Exhibit 10.20 NEO EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into as of the 5th day of July, 2012 (the “Effective Date”), by and between Broadview Networks Holdings, Inc. (the “Company”) and Corey Rinker, an individual (the “Executive”) (hereinafter collectively referred to as the “parties”). WHEREAS, the Company and Executive entered into an Employment Agreement on March 3, 2004, a

COO EMPLOYMENT AGREEMENT

Exhibit 10.16 COO EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into as of the 5th day of July, 2012 (the “Effective Date”), by and between Broadview Networks Holdings, Inc. (the “Company”) and Brian P. Crotty, an individual (the “Executive”) (hereinafter collectively referred to as the “parties”). WHEREAS, the Company and Executive entered into an Employment Agreement on March 3, 2004

BY-LAWS A.R.C. NETWORKS, Inc. (A New York Corporation) ARTICLE I

Exhibit 3.55 BY-LAWS of A.R.C. NETWORKS, Inc. (A New York Corporation) ARTICLE I SHAREHOLDERS Section 1. Place of Meetings. Meetings of shareholders shall be held at such place, either within or without the State of New York, as shall be designated from time to time by the Board of Directors. Section 2. Annual Meetings. Annual meetings of shareholders shall be held on such date and at such time an

STATE OF NEW YORK DEPARTMENT OF STATE

Exhibit 3.54 STATE OF NEW YORK DEPARTMENT OF STATE I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original. WITNESS my hand and official seal of the Department of State, at the City of Albany, on August 16, 2012. /s/ Daniel E. Shapiro Daniel E. Shapiro First Deputy Secretary of St

BY-LAWS ARC NETWORKS, INC. ARTICLE I

Exhibit 3.53 BY-LAWS OF ARC NETWORKS, INC. ARTICLE I Offices SECTION 1. Registered Office. The registered office of Arc Networks, Inc. (the ?Corporation?) in the State of Delaware, shall be in the city of Wilmington, county of New Castle, Delaware or such other place as the Board of Directors shall determine. SECTION 2. Other Offices. The Corporation may also have offices at other places either wi

Delaware The first State

EX-3.33 Exhibit 3.33 PAGE 1 Delaware The first State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS FILED FROM AND INCLUDING THE RESTATED CERTIFICATE OR A MERGER WITH A RESTATED CERTIFICATE ATTACHED OF “CORECOMM COMMUNICATIONS, LLC” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEE

STATE OF NEW YORK DEPARTMENT OF STATE

Exhibit 3.18 STATE OF NEW YORK DEPARTMENT OF STATE I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original. WITNESS my hand and official seal of the Department of State, at the City of Albany, on August 16, 2012. Daniel E. Shapiro First Deputy Secretary of State Rev. 06/07 CERTIFI

INFOHIGHWAY OF VIRGINIA, INC. ARTICLE I

Exhibit 3.57 INFOHIGHWAY OF VIRGINIA, INC. BYLAWS ****************************** ARTICLE I OFFICES 1. Principal Office. The principal office of the corporation shall be at a place as the Board of Directors may from time to time determine or the business of the Corporation may require, but the corporation may conduct its business or open branch offices within or outside the Commonwealth of Virginia

LIMITED LIABILITY COMPANY OPERATING AGREEMENT EUREKA NETWORKS, LLC

Exhibit 3.44 LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF EUREKA NETWORKS, LLC This Limited Liability Company Operating Agreement is made and entered into as of August , 2005 (the “Agreement”) for Eureka Networks, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”). W I T N E S S E T H: WHEREAS, Eureka Broadband Corporation, a Delaware corporation

AMENDED AND RESTATED BridgeCom Holdings, Inc. (A Delaware Corporation) ARTICLE I: Offices

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF BridgeCom Holdings, Inc. (A Delaware Corporation) ARTICLE I: Offices SECTION 1. Registered Office. The registered office of the Corporation in the State of Delaware shall be located at 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle, Delaware 19808. The name of the Corporation’s registered agent at such address shall be Co

Jeffrey W. Bullock, Secretary of State

Exhibit 3.36 Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS FILED FROM AND INCLUDING THE RESTATED CERTIFICATE OR A MERGER WITH A RESTATED CERTIFICATE ATTACHED OF “EUREKA BROADBAND CORPORATION” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIF

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OPEN SUPPORT SYSTEMS LLC

EX-3.14 Exhibit 3.14 LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF OPEN SUPPORT SYSTEMS LLC THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of Open Support Systems LLC (the “Company”) is made and entered into to be effective for all purposes as of October 10, 2000 by Broadview Networks Holdings, Inc., a Delaware corporation (“Holdings”) and such other persons as may from t

12-13581-scc Doc 148 Filed 10/03/12 Entered 10/03/12 15:54:37 Main Document Pg 1 of 81 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x : In re Chapter 11 : Broadview Networks Holdings, Inc., et al.,1 : Case No. 12-13581 (SCC) : Debtors

EX-2.4 5 d497607dex24.htm EX-2.4 Exhibit 2.4 12-13581-scc Doc 148 Filed 10/03/12 Entered 10/03/12 15:54:37 Main Document Pg 1 of 81 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x : In re Chapter 11 : Broadview Networks Holdings, Inc., et al.,1 : Case No. 12-13581 (SCC) : Debtors. : (Jointly Administered) x FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER (A) APPROVING PREPETITION SOL

Disclosure Statement Solicitation of Acceptances of a Prepackaged Plan of Reorganization

Exhibit 2.1 Disclosure Statement for Solicitation of Acceptances of a Prepackaged Plan of Reorganization THE VOTING DEADLINE TO ACCEPT OR REJECT THE PREPACKAGED PLAN IS 5:00 P.M. (PREVAILING EASTERN TIME) ON AUGUST 13, 2012 UNLESS EXTENDED BY THE COMPANY (THE ?VOTING DEADLINE?). TO BE COUNTED, BALLOTS MUST BE RECEIVED BY THE VOTING AGENT (AS DEFINED HEREIN) ON OR BEFORE THE VOTING DEADLINE. THIS S

GUARANTY AGREEMENT dated as of November 13, 2012 by and among Certain Subsidiaries of BROADVIEW NETWORKS HOLDINGS, INC., as Guarantors, in favor of CIT FINANCE LLC, as Administrative Agent GUARANTY AGREEMENT IN FAVOR OF CIT FINANCE LLC BY SUBSIDIARIE

EX-10.6 Exhibit 10.6 GUARANTY AGREEMENT dated as of November 13, 2012 by and among Certain Subsidiaries of BROADVIEW NETWORKS HOLDINGS, INC., as Guarantors, in favor of CIT FINANCE LLC, as Administrative Agent GUARANTY AGREEMENT IN FAVOR OF CIT FINANCE LLC BY SUBSIDIARIES OF BROADVIEW NETWORKS HOLDINGS, INC. TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 1 SECTION 1.1 Definitions 1 SECTION 1.2 Oth

AMENDMENT NO. 4 TO CREDIT AGREEMENT

EX-10.14 Exhibit 10.14 AMENDMENT NO. 4 TO CREDIT AGREEMENT AMENDMENT NO. 4, dated as of May 31, 2012 (this “Fourth Amendment”), to the Credit Agreement, dated as of August 23, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation (“Holdings”), BROADVIEW NETWORKS, INC., a

STATE OF NEW YORK DEPARTMENT OF STATE

EX-3.11 Exhibit 3.11 STATE OF NEW YORK DEPARTMENT OF STATE I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original. WITNESS my hand and official seal of the Department of State, at the City of Albany, on August 16, 2012. Daniel E. Shapiro First Deputy Secretary of State Rev. 06/07

INDENTURE, Dated as of November 13, 2012 BROADVIEW NETWORKS HOLDINGS, INC., as Issuer, THE GUARANTORS NAMED HEREIN, as Guarantors, THE BANK OF NEW YORK MELLON, as Trustee and Collateral Agent 10.5% Senior Secured Notes due 2017

Table of Contents Exhibit 4.1 EXECUTION VERSION INDENTURE, Dated as of November 13, 2012 AMONG BROADVIEW NETWORKS HOLDINGS, INC., as Issuer, THE GUARANTORS NAMED HEREIN, as Guarantors, AND THE BANK OF NEW YORK MELLON, as Trustee and Collateral Agent 10.5% Senior Secured Notes due 2017 Table of Contents CROSS-REFERENCE TABLE TIA Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) 7.10 (a)(4

BY-LAWS BRIDGECOM INTERNATIONAL, INC. (A Delaware Corporation) ARTICLE I

Exhibit 3.6 BY-LAWS OF BRIDGECOM INTERNATIONAL, INC. (A Delaware Corporation) ARTICLE I Stockholders Section 1. Place of Meetings. Meetings of stockholders shall be held at such place, either within or without the State of Delaware, as shall be designated in the notice of meeting. Section 2. Annual Meetings. Annual meetings of stockholders shall be held on such date, at such time and at such place

- EX-3.15

Exhibit 3.15 Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF ?BROADVIEW NP ACQUISITION CORP.? AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE FIFTH DAY OF SEPTEMBER, A.D. 2000, AT 4:30 O

$25,000,000 CREDIT AGREEMENT dated as of November 13, 2012, by and among BROADVIEW NETWORKS HOLDINGS, INC., BROADVIEW NETWORKS, INC., ARC NETWORKS, INC., BRIDGECOM SOLUTIONS GROUP, INC., as Borrowers, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS

Exhibit 10.5 $25,000,000 CREDIT AGREEMENT dated as of November 13, 2012, by and among BROADVIEW NETWORKS HOLDINGS, INC., BROADVIEW NETWORKS, INC., ARC NETWORKS, INC., and BRIDGECOM SOLUTIONS GROUP, INC., as Borrowers, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME TO TIME PARTIES HERETO, as Lenders, and CIT FINANCE LLC, as Administrative Agent CREDIT AGREEMENT AMONG CIT FINANCE LLC, TH

The CIT Group/Business Credit, Inc. 11 West 42nd Street New York, New York 10036

EX-10.1 Exhibit 10.1 The CIT Group/Business Credit, Inc. 11 West 42nd Street New York, New York 10036 July 18, 2012 Senior Revolving DIP Facility Commitment Letter CONFIDENTIAL Broadview Networks Holdings, Inc. Broadview Networks, Inc. Broadview Networks of Massachusetts, Inc. Broadview Networks of Virginia, Inc. Bridgecom International, Inc. 800 Westchester Avenue 5th Floor – Suite N501 Rye Brook

BYLAWS INFO-HIGHWAY INTERNATIONAL, INC.

EX-3.51 Exhibit 3.51 BYLAWS OF INFO-HIGHWAY INTERNATIONAL, INC. These Bylaws govern the affairs of Info-Highway International, Inc., a Texas Corporation (hereafter referred to as the “Corporation”), organized under the Texas Business Corporation Act. ARTICLE I. OFFICES The principal office of the Corporation in the State of Texas shall be located in the City of Houston, County of Harris. The Corpo

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 06/26/2000 001326048 ? 3251126

Exhibit 3.5 Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF ?BRIDGECOM INTERNATIONAL, INC.? AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE TWENTY-SIXTH DAY OF JUNE, A.D. 2000, AT 9 O?CL

Jeffrey W. Bullock, Secretary of State

Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “EUREKA HOLDINGS, LLC” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF AUGUST, A.D. 2005, AT 1:19 O’CLOCK P.M. AND I DO HERE

AMENDMENT NO. 1 LIMITED LIABILITY COMPANY AGREEMENT CORECOMM COMMUNICATIONS, LLC

Exhibit 3.35 AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF CORECOMM COMMUNICATIONS, LLC This Amendment No. 1 (this ?Amendment?) to the Limited Liability Company Agreement of CoreComm Communications, LLC, a limited liability company organized under the laws of the State of Delaware (the ?Company?), dated as of June 15, 2006 (the ?LLC Agreement?), is being entered into as of November 13,

ATX LICENSING, INC. AMENDED AND RESTATED BY-LAWS APRIL 22, 2005

EX-3.29 Exhibit 3.29 ATX LICENSING, INC. AMENDED AND RESTATED BY-LAWS APRIL 22, 2005 These Amended and Restated By-Laws (these “By-Laws”) are subject to, and governed by, the General Corporation Law of the State of Delaware and the Amended and Restated Certificate of Incorporation (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”) of ATX Licensing, I

BROADVIEW NETWORKS, INC. (a New York corporation) ARTICLE 1.

Exhibit 3.19 Exhibit B BROADVIEW NETWORKS, INC. (a New York corporation) BY-LAWS ARTICLE 1. OFFICES Section 1.1. Principal Office. The principal office of Broadview Networks, Inc. (the ?Corporation?) shall be in Long Island City, New York, or at such other place as the board of directors of the Corporation (the ?Board?) may from time to time appoint. Section 1.2. Other Offices. The Corporation may

RESTRUCTURING SUPPORT AGREEMENT

Exhibit 2.2 RESTRUCTURING SUPPORT AGREEMENT Reference is made to (i) that certain Credit Agreement, dated as of August 23, 2006, by and among Broadview Networks Holdings, Inc., Broadview Networks, Inc., Broadview Networks of Massachusetts, Inc., Broadview Networks of Virginia, Inc., and Bridgecom International, Inc., as borrowers, the lenders party thereto (collectively, the ?Revolving Lenders?),

CEO EMPLOYMENT AGREEMENT

EX-10.19 Exhibit 10.19 CEO EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into as of the 5th day of July, 2012 (the “Effective Date”), by and between Broadview Networks Holdings, Inc. (the “Company”) and Michael K. Robinson, an individual (the “Executive”) (hereinafter collectively referred to as the “parties”). WHEREAS, the Company and Executive entered into an Employment Agreement on

Registration Statement - FORM S-1

Form S-1 Table of Contents As filed with the Securities and Exchange Commission on March 29, 2013 Registration No.

REGISTRATION RIGHTS AGREEMENT

Exhibit 4.3 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of the 13th day of November, 2012, by and among Broadview Networks Holdings, Inc., a Delaware corporation (the “Company”), and each holder identified on the signature pages hereto (each, a “H

Office of the Secretary of State

Exhibit 3.50 Corporations Section P.O. Box 13697 Austin, Texas 78711-3697 Hope Andrade Secretary of State Office of the Secretary of State The undersigned, as Secretary of State of Texas, does hereby certify that the attached is a true and correct copy of each document on file in this office as described below: INFO-HIGHWAY INTERNATIONAL, INC. Filing Number: 133116600 Articles Of Incorporation Oct

BY-LAWS EUREKA TELECOM, INC. ARTICLE I

Exhibit 3.47 BY-LAWS of EUREKA TELECOM, INC. ARTICLE I Shareholders Section 1. Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held on such date, at such time and at such place within or without the State of New York as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be prope

BY-LAWS EUREKA BROADBAND CORPORATION ARTICLE I

EX-3.37 Exhibit 3.37 BY-LAWS OF EUREKA BROADBAND CORPORATION ARTICLE I OFFICES 1.1. Registered Office: The registered office shall be established and maintained at and shall be the registered agent of the Corporation in charge hereof. 1.2. Other Offices: The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may fro

BY-LAWS TRUCOM CORPORATION ARTICLE I - OFFICES

EX-3.12 Exhibit 3.12 BY-LAWS of TRUCOM CORPORATION ARTICLE I - OFFICES The principal office of the corporation shall be in the City of New York, County of New York, State of New York. The corporation may also have offices at such other places within or without the State of New York as the Board of Directors may from time to time determine or the business of the corporation may require. ARTICLE II

STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

EX-12.1 Exhibit 12.1 STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth the historical ratio of our earnings to our fixed charges for the periods indicated: 2012 2011(1) 2010(1) 2009(1) 2008(1) Earnings: Loss before provision for income taxes $ (34,049 ) $ (10,857 ) $ (17,591 ) $ (15,095 ) $ (42,121 ) Interest charges 35,200 38,302 38,379 39,853 39

INDEMNIFICATION AGREEMENT

Exhibit 10.22 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the day of , 201 by and between Broadview Networks Holdings, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”). WHEREAS, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming li

NEO EMPLOYMENT AGREEMENT

Exhibit 10.18 NEO EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into as of the 5th day of July, 2012 (the “Effective Date”), by and between Broadview Networks Holdings, Inc. (the “Company”) and Charles C. Hunter, an individual (the “Executive”) (hereinafter collectively referred to as the “parties”). WHEREAS, the Company and Executive entered into an Employment Agreement on March 3, 20

AMENDMENT NO. 1

Exhibit 10.11 EXECUTION VERSION AMENDMENT NO. 1 AMENDENT NO. 1, dated as of July 27, 2007 (this “Amendment”), to the Credit Agreement, dated as of August 23, 2006 (as amended, and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation (“Holdings”), BROADVIEW NETWORKS, INC., a Delaware corporation (“Br

STOCKHOLDERS? AGREEMENT OF BROADVIEW NETWORKS HOLDINGS, INC.

EX-10.9 Exhibit 10.9 EXECUTION VERSION STOCKHOLDERS’ AGREEMENT OF BROADVIEW NETWORKS HOLDINGS, INC. THIS STOCKHOLDERS’ AGREEMENT, dated as of November 13, 2012 (this “Agreement”), by and among Broadview Networks Holdings, Inc., a Delaware corporation (the “Company”), and each other Person who beneficially owns outstanding Common Stock and elects to become party to this Agreement from time to time

INTERCREDITOR AGREEMENT

EX-10.8 Exhibit 10.8 INTERCREDITOR AGREEMENT INTERCREDITOR AGREEMENT, dated as of November 13, 2012, among CIT FINANCE LLC, a Delaware limited liability company, as Administrative Agent (and together with its successors and assigns, in such capacity, the “Administrative Agent” or the “First Priority Agent”), THE BANK OF NEW YORK MELLON, as Trustee, Collateral Agent and Second Priority Agent (and t

NEO EMPLOYMENT AGREEMENT

EX-10.17 Exhibit 10.17 NEO EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into as of the 5th day of July, 2012 (the “Effective Date”), by and between Broadview Networks Holdings, Inc. (the “Company”) and Terrence J. Anderson, an individual (the “Executive”) (hereinafter collectively referred to as the “parties”). WHEREAS, the Company and Executive entered into an Employment Agreement on

AMENDMENT NO. 5 TO CREDIT AGREEMENT

EX-10.15 Exhibit 10.15 AMENDMENT NO. 5 TO CREDIT AGREEMENT AMENDMENT NO. 5, dated as of July 19th, 2012 (this “Fifth Amendment”), to the credit Agreement, dated as of August 23, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation (“Holdings”), BROADVIEW NETWORKS, INC.,

AMENDMENT NO. 3 TO CREDIT AGREEMENT

Exhibit 10.13 EXECUTION COPY AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT NO. 3, dated as of December 8, 2011 (this ?Third Amendment?), to the Credit Agreement, dated as of August 23, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the ?Credit Agreement?), among BROAD VIEW NETWORKS HOLDINGS, INC., a Delaware corporation (?Holdings?), BROADVIEW NETWORK

Jeffrey W. Bullock, Secretary of State

EX-3.52 Delaware PAGE 1 Exhibit 3.52 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “ARC NETWORKS, INC.” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE FIFTEENTH DAY OF JANUARY, A.D. 1997, AT 9 O’CLOC

BY-LAWS INFOHIGHWAY COMMUNICATIONS CORPORATION A Delaware corporation (Adopted as of September 6, 2000) ARTICLE I

Exhibit 3.49 BY-LAWS OF INFOHIGHWAY COMMUNICATIONS CORPORATION A Delaware corporation (Adopted as of September 6, 2000) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1013 Centre Road, Wilmington, Delaware, County of New Castle, 19808. The name of the corporation?s registered agent at such address shall be Corpo

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT CORECOMM COMMUNICATIONS, LLC

EX-3.34 Exhibit 3.34 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CORECOMM COMMUNICATIONS, LLC This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is made effective as of September 29, 2006 of CoreComm Communications, LLC, a Delaware limited liability company (the “Company”), by ATX Communications, Inc. (the “Managing Member”). The Managing Member and an

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT ATX TELECOMMUNICATIONS SERVICES OF VIRGINIA, LLC

Exhibit 3.31 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATX TELECOMMUNICATIONS SERVICES OF VIRGINIA, LLC This Amended and Restated Limited Liability Company Agreement (this ?Agreement?) is made effective as of September 29, 2006 of ATX Telecommunications Services of Virginia, LLC, a Delaware limited liability company (the ?Company?), by ATX Licensing, Inc. (the ?Managing Member?).

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 07/21/1998

Exhibit 3.20 Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF ?BROADVIEW NETWORKS OF MASSACHUSETTS, INC.? AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE TWENTY-FIRST DAY OF JULY, A.D. 19

BV-BC ACQUISITION CORPORATION (a Delaware corporation) ARTICLE 1.

EX-3.10 Exhibit 3.10 BV-BC ACQUISITION CORPORATION (a Delaware corporation) BY-LAWS ARTICLE 1. OFFICES Section 1.1. Registered Office. The registered office of BV-BC Acquisition Corporation (the “Corporation”) in the State of Delaware shall be located at 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle, Delaware 19808. The name of the corporation’s registered agent

BY-LAWS BRIDGECOM SOLUTIONS GROUP, INC. (A Delaware Corporation) ARTICLE I

EX-3.8 Exhibit 3.8 BY-LAWS OF BRIDGECOM SOLUTIONS GROUP, INC. (A Delaware Corporation) ARTICLE I Stockholders Section 1. Place of Meetings. Meetings of stockholders shall be held at such place, either within or without the State of Delaware, as shall be designated in the notice of meeting. Section 2. Annual Meetings. Annual meetings of stockholders shall be held on such date, at such time and at s

Page 1

Exhibit 3.60 Doc ID ? F6030108 Page 1 Doc ID ? F6030108 Page 2 Doc ID ? F6030108 [ILLEGIBLE] PROCEEDINGS OF THE INCORPORATORS On the 23rd day of January 1985 The persons named below as subscribers to the articles of incorporation, desiring for themselves, their associates, successors and assigns, to become a body corporate, in accordance with the general corporation laws of the State of Ohio, unde

STATE OF NEW YORK DEPARTMENT OF STATE

Exhibit 3.46 STATE OF NEW YORK DEPARTMENT OF STATE I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original. WITNESS my hand and official seal of the Department of State, at the City of Albany, on August 16, 2012. Daniel E. Shapiro First Deputy Secretary of State Rev. 06/07 F991220

MARK C. CHRISTIE JAMES C. DIMITRI JUDITH WILLIAMS JAGDMANN COMMISSIONER

Exhibit 3.41 MARK C. CHRISTIE COMMISSIONER JAMES C. DIMITRI COMMISSIONER JUDITH WILLIAMS JAGDMANN COMMISSIONER JOEL H. PECK CLERK OF THE COMMISSION P.O. BOX 1197 RICHMOND, VIRGINIA 23218-1197 The attached documents are the best available from microfilm. The original documents submitted for filing were not suitable for microfilming. Tyler Building, 1300 East Main Street, Richmond, VA 23219-3630 Cle

State of Delaware Secretary of State Division of Corporations Delivered 06:19 PM 03/03/2004 FILED 06:19 PM 03/03/2004 SRV 040163642 ? 3340921 FILE

EX-3.3 Exhibit 3.3 Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS FILED FROM AND INCLUDING THE RESTATED CERTIFICATE OR A MERGER WITH A RESTATED CERTIFICATE ATTACHED OF “BRIDGECOM HOLDINGS, INC.” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERT

Delaware The First State

Exhibit 3.28 PAGE 1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS FILED FROM AND INCLUDING THE RESTATED CERTIFICATE OR A MERGER WITH A RESTATED CERTIFICATE ATTACHED OF “ATX LICENSING, INC.” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: REST

CORECOMM-ATX, INC. AMENDED AND RESTATED BY-LAWS APRIL 22, 2005

EX-3.27 32 d497607dex327.htm EX-3.27 Exhibit 3.27 CORECOMM-ATX, INC. AMENDED AND RESTATED BY-LAWS APRIL 22, 2005 These Amended and Restated By-Laws (these “By-Laws”) are subject to, and governed by, the General Corporation Law of the State of Delaware and the Amended and Restated Certificate of Incorporation (as the same may be amended and/or restated from time to time, the “Certificate of Incorpo

FILING #0001770864 PG 01 OF 01 VOL B-00153 FILED 10/28/1997 10:24 AM PAGE 03296 SECRETARY OF THE STATE CONNECTICUT SECRETARY OF THE STATE

Exhibit 3.13 FILING #0001770864 PG 01 OF 01 VOL B-00153 FILED 10/28/1997 10:24 AM PAGE 03296 SECRETARY OF THE STATE CONNECTICUT SECRETARY OF THE STATE ARTICLES OF ORGANIZATION OF NATIONAL CSS, LLC The undersigned, being desirous of forming a limited liability company under the Connecticut Limited Liability Company Act (the “Act”) hereby certifies as follows: 1. The name of the limited liability co

Financial Statements and Exhibits, Other Events, Bankruptcy or Receivership - FORM 8-K

Form 8-k UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2012 (October 3, 2012) Broadview Networks Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporat

FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER (A) APPROVING PREPETITION SOLICITATION PROCEDURES, (B) APPROVING ADEQUACY OF DISCLOSURE STATEMENT, AND (C) CONFIRMING JOINT PREPACKAGED PLAN OF REORGANIZATION FOR BROADVIEW NETWORKS HOLDINGS, INC. AND IT

Exhibit 2.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK - x In re : Chapter 11 : Broadview Networks Holdings, Inc., et al.,1 : Case No. 12-13581 (SCC) : Debtors. : (Jointly Administered) - x FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER (A) APPROVING PREPETITION SOLICITATION PROCEDURES, (B) APPROVING ADEQUACY OF DISCLOSURE STATEMENT, AND (C) CONFIRMING JOINT PREPACKAGED PLAN OF R

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Company Press Release, dated October 3, 2012. Exhibit 99.1 Broadview Networks’ Plan of Reorganization Approved New York October 3, 2012 — Today, Broadview Networks announced that its financial restructuring plan was approved by the United States Bankruptcy Court for the Southern District of New York. This plan, which was supported by an overwhelming majority of Broadview Networks’ stakeholders, wi

Broadview Networks Takes Next Steps to Implement Financial Restructuring

Exhibit 99.1 Broadview Networks Takes Next Steps to Implement Financial Restructuring New York August 22, 2012 — Today, Broadview Networks filed voluntary petitions for reorganization under chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. The Company filed for chapter 11 in order to effectuate its “pre-packaged” financial restructuring plan

Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Bankruptcy or Receivership - FORM 8-K

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2012 Broadview Networks Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 333-142946 (C

Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2012 (August 6, 2012) Broadview Networks Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporatio

AMENDMENT NO. 5 TO CREDIT AGREEMENT

Amendment No. 5 to Credit Agreement, dated July 19, 2012 Exhibit 10.30 AMENDMENT NO. 5 TO CREDIT AGREEMENT AMENDMENT NO. 5, dated as of July 19th, 2012 (this “Fifth Amendment”), to the credit Agreement, dated as of August 23, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among BROADVIEW NETWORKS HOLDINGS, INC., a Delaware cor

FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

Exhibit 10.29 FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT, dated as of July 20, 2012 (this “First Amendment”), to the Restructuring Support Agreement, dated as of July 13, 2012 (as amended, supplemented or otherwise modified, the “Support Agreement”) by each of Broadview Networks Holdings, Inc. (“BNHI”) and each of its direct and indirect s

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2012 (July 18, 2012) Broadview Networks Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 333-142946 11-3310798 (State or other jurisdiction of i

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - FORM 8-K

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2012 (July 12, 2012) Broadview Networks Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation)

Disclosure Statement Solicitation of Acceptances of a Prepackaged Plan of Reorganization

Exhibit 99.2 Disclosure Statement for Solicitation of Acceptances of a Prepackaged Plan of Reorganization THE VOTING DEADLINE TO ACCEPT OR REJECT THE PREPACKAGED PLAN IS 5:00 P.M. (PREVAILING EASTERN TIME) ON AUGUST 13, 2012 UNLESS EXTENDED BY THE COMPANY (THE “VOTING DEADLINE”). TO BE COUNTED, BALLOTS MUST BE RECEIVED BY THE VOTING AGENT (AS DEFINED HEREIN) ON OR BEFORE THE VOTING DEADLINE. THIS

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COMPANY PRESS RELEASE Exhibit 99.1 Broadview Networks Reaches Long-Term Agreement to Restructure its Balance Sheet Broadview Networks to Reduce its Senior Secured Notes by Half and Implement New Capital Structure to Support Long-Term Growth Strategic Plan and Business Objectives New York — July 13, 2012 – Competitive local exchange carrier Broadview Networks today announced that it has reached an

July 2012

COMPANY PRESENTATION July 2012 Company Presentation © 2012 Broadview Networks Holdings, Inc.

CERTIFICATE OF AMENDMENT TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION BROADVIEW NETWORKS HOLDINGS, INC. Filed pursuant to Section 242 of the General Corporation Law of the State of Delaware

Certificate of Amendment to Tenth Amended and Restated Exhibit 3.1 CERTIFICATE OF AMENDMENT TO TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BROADVIEW NETWORKS HOLDINGS, INC. Filed pursuant to Section 242 of the General Corporation Law of the State of Delaware THE UNDERSIGNED, being the duly appointed and acting Secretary of Broadview Networks Holdings, Inc., a corporation organized a

RESTRUCTURING SUPPORT AGREEMENT

Exhibit 10.28 RESTRUCTURING SUPPORT AGREEMENT Reference is made to (i) that certain Credit Agreement, dated as of August 23, 2006, by and among Broadview Networks Holdings, Inc., Broadview Networks, Inc., Broadview Networks of Massachusetts, Inc., Broadview Networks of Virginia, Inc., and Bridgecom International, Inc., as borrowers, the lenders party thereto (collectively, the “Revolving Lenders”)

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2012 (May 31, 2012) Broadview Networks Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 3

AMENDMENT NO. 4 TO CREDIT AGREEMENT

Amendment No. 4 to Credit Agreement, dated May 31, 2012. Exhibit 10.27 AMENDMENT NO. 4 TO CREDIT AGREEMENT AMENDMENT NO. 4, dated as of May 31, 2012 (this “Fourth Amendment”), to the Credit Agreement, dated as of August 23, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corpo

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2012 Broadview Networks Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 333-142946 (Comm

Broadview Networks®

Exhibit 99.1 Exhibit 99.1 Broadview Networks® Beyond Service. Beyond Software. Beyond Solutions. Company Presentation Quarter Ended March 31, 2012 © 2012 Broadview Networks Holdings, Inc. Safe Harbor Statement This presentation may contain forward-looking statements, including statements regarding, among other items, the Company’s expected financial position, business, risk factors and financing p

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2012 Broadview Networks Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 333-142946 (Com

Year Ended December 31, 2011

Company Presentation dated December 31, 2011 Year Ended December 31, 2011 Company Presentation © 2012 Broadview Networks Holdings, Inc.

February 22, 2012

Resignation letter from Peter J. Barris Exhibit 99.2 February 22, 2012 Broadview Networks Holdings, Inc. 800 Westchester Avenue, Suite N-501 Rye Brook, NY 10573 Re: Resignation from the Boards of Directors of Broadview Networks Holdings, Inc and its Direct and Indirect Subsidiaries. Ladies and Gentlemen: Please except my resignation as a member of the Board of Broadview Network Holdings, Inc. and

February 22, 2012

EX-99.1 2 d304228dex991.htm RESIGNATION LETTER FROM SAMUEL G. RUBENSTEIN Exhibit 99.1 February 22, 2012 Broadview Networks Holdings, Inc. 800 Westchester Avenue, Suite N-501 Rye Brook, NY 10573 Re: Resignation from the Boards of Directors of Broadview Networks Holdings, Inc and its Direct and Indirect Subsidiaries. Ladies and Gentlemen: Please except my resignation as a member of the Board of Dire

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2012 (February 21, 2012) Broadview Networks Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorp