Broadview Networks Holdings Inc Sample Contracts

Broadview Networks Holdings Inc – AGREEMENT AND PLAN OF MERGER by and among: WINDSTREAM HOLDINGS, INC., a Delaware corporation; BEETHOVEN MERGER SUBSIDIARY, INC., a Delaware corporation; and (April 14th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of April 12, 2017, by and among Windstream Holdings, Inc., a Delaware corporation (“Parent”), Beethoven Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned, indirect Subsidiary of Parent (“Merger Sub”), and Broadview Networks Holdings, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Broadview Networks Holdings Inc – PRESS RELEASE (April 14th, 2017)

LITTLE ROCK, Ark. and RYE BROOK, N.Y. – April 13, 2017 - Windstream Holdings, Inc. (NASDAQ: WIN) announced today that it has signed a definitive agreement to acquire Broadview Networks Holdings, Inc., in an all-cash transaction valued at $227.5 million.

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 plans. These statements may be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “estimates,” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. These forward-looking statements are subject to a number of uncertaintie (August 31st, 2016)
Broadview Networks Holdings Inc – AMENDMENT NO. 1 TO CREDIT AGREEMENT (July 7th, 2016)

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 corporation (“Broadview Networks”), ARC NETWORKS, INC., a Delaware corporation (“ARC”), BRIDGECOM SOLUTIONS GROUP, INC., a Delaware corporation (“BridgeCom Solutions” and, together with Holdings, Broadview Networks, and ARC, each individually a “Borrower” and collectively, the “Borrowers”), the various financial institutions and other Persons from time to time parties hereto (collectively, the “Lenders”), and CIT FINANCE LLC, a Delaware limited liability company (“CIT”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

Broadview Networks Holdings Inc – FIRST SUPPLEMENTAL INDENTURE (April 30th, 2013)

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 Agent”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture (as defined herein).

Broadview Networks Holdings Inc – April 30, 2013 Broadview Networks Holdings, Inc. (April 30th, 2013)
Broadview Networks Holdings Inc – NEO EMPLOYMENT AGREEMENT (March 29th, 2013)

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”).

Broadview Networks Holdings Inc – The First State (March 29th, 2013)

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.

Broadview Networks Holdings Inc – RESTATED CERTIFICATE OF INCORPORATION OF BRIDGECOM HOLDINGS, INC. (March 29th, 2013)

BridgeCom Holdings, Inc., a Delaware corporation, the original certificate of incorporation of which was filed with the Secretary of State of the State of Delaware on January 5, 2001, HEREBY CERTIFIES that this Restated Certificate of Incorporation, restating, integrating and amending its Certificate of Incorporation, was duly adopted by its Board of Directors and its stockholders in accordance with Sections 228, 242 and 245 of the General Corporation Law of Delaware. The Certificate of Incorporation of BridgeCom Holdings, Inc., is hereby amended and restated in its entirety to read as follows:

Broadview Networks Holdings Inc – AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF ATX TELECOMMUNICATIONS SERVICES OF VIRGINIA, LLC (March 29th, 2013)

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 Agreement”), is being entered into as of November 13, 2012, by ATX Licensing, Inc., a Delaware corporation and the sole member of the Company.

Broadview Networks Holdings Inc – BY-LAWS of (A New York Corporation) (March 29th, 2013)
Broadview Networks Holdings Inc – CORECOMM-ATX, INC. AMENDED AND RESTATED BY-LAWS APRIL 22, 2005 (March 29th, 2013)

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 CoreComm-ATX, Inc., a Delaware corporation (the “Corporation”).

Broadview Networks Holdings Inc – LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF EUREKA HOLDINGS, LLC (March 29th, 2013)

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”).

Broadview Networks Holdings Inc – 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. 1998, AT 9 O’CLOCK A.M. CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “COMMUNITY NETWORKS OF MASSACHUSETTS, INC.” TO “BROADVIEW NETWORKS OF MASSACHUSETTS, INC.”, FILED THE FIFTH DAY OF OCTOBER, A.D. 1999, AT 2:30 O’CLOCK P.M. CERTIFICATE OF CHA (March 29th, 2013)
Broadview Networks Holdings Inc – ARTICLES OF INCORPORATION OF INFOHIGHWAY OF VIRGINIA, INC. (March 29th, 2013)

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:

Broadview Networks Holdings Inc – RATIFICATION AND AMENDMENT AGREEMENT (March 29th, 2013)

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 from time to time party to the DIP Credit Agreement (as defined below) as lenders (collectively with the Administrative Agent, the “Lenders”), BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation, as Debtor and Debtor-in-Possession (“Holdings”), BROADVIEW NETWORKS, INC., a New York corporation, as Debtor and Debtor-in-Possession (“Broadview Networks”). BROADVIEW NETWORKS OF MASSACHUSETTS, INC., a Delaware corporation, as Debtor and Debtor-in-Possession (“Broadview MA”), BROADVIEW NETWORKS OF VIRGINIA, INC., a Virginia corporation, as Debtor and Debtor-in-Possession (“Broadview VA”), BRIDGECOM INTERNATIONAL, INC., a Delaware corporation, as

Broadview Networks Holdings Inc – BY-LAWS of TRUCOM CORPORATION (March 29th, 2013)

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.

Broadview Networks Holdings Inc – FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT (March 29th, 2013)

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 subsidiaries (collectively, the “Company”), the holders of preferred and common stock in BNHI who are signatories thereto (collectively, the “Consenting Equity Holders”) and the holders of the Notes who are signatories thereto (collectively, the “Consenting Noteholders” and, together with the Consenting Equity Holders, the “Plan Support Parties”).

Broadview Networks Holdings Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INFOHIGHWAY COMMUNICATIONS CORPORATION (March 29th, 2013)

The Corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”) by the filing of a Certificate of Incorporation on December 9,1996 with the original name of Gemini II, Inc. does hereby certify that by Unanimous Consent of the Sole Shareholder and Director the Corporation shall amend and restate its Certificate of Incorporation in accordance with sections 242 and 245 of the DGCL as follows:

Broadview Networks Holdings Inc – THIRD AMENDED AND RESTATED BYLAWS OF Broadview Networks Holdings, Inc. (A Delaware Corporation) (March 29th, 2013)
Broadview Networks Holdings Inc – CEO EMPLOYMENT AGREEMENT (March 29th, 2013)

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”).

Broadview Networks Holdings Inc – AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF EUREKA HOLDINGS, LLC (March 29th, 2013)

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 13, 2012, by Eureka Broadband Corporation, a Delaware corporation and the sole member of the Company.

Broadview Networks Holdings Inc – 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. (March 29th, 2013)

This GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), dated as of November 13, 2012, is made by certain Subsidiaries of BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation (“Holdings”) (such Subsidiaries, collectively, the “Guarantors”, and, each, a “Guarantor”), in favor of CIT FINANCE LLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the ratable benefit of itself and the financial institutions (including any Issuing Bank, any obligee of any Hedging Obligations, and the Swingline Lender) (the “Lenders”) from time to time parties to the Credit Agreement(defined below).

Broadview Networks Holdings Inc – LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF EUREKA NETWORKS, LLC (March 29th, 2013)

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”).

Broadview Networks Holdings Inc – Delaware The First State (March 29th, 2013)

The text of the Certificate of Incorporation of the Corporation, as heretofore amended, is hereby restated in its entirety as follows:

Broadview Networks Holdings Inc – ARTICLES OF INCORPORATION OF BROADVIEW NETWORKS OF VIRGINIA, INC. (March 29th, 2013)

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:

Broadview Networks Holdings Inc – REGISTRATION RIGHTS AGREEMENT (March 29th, 2013)

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 “Holder”).

Broadview Networks Holdings Inc – BY-LAWS OF BRIDGECOM INTERNATIONAL, INC. (A Delaware Corporation) (March 29th, 2013)
Broadview Networks Holdings Inc – 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, THE LENDERS, BROADVIEW NETWORKS HOLDINGS, AND CERTAIN SUBSIDIARIES (March 29th, 2013)

CREDIT AGREEMENT, dated as of November 13, 2012 by and among BROADVIEW NETWORKS HOLDINGS, INC., a Delaware corporation (“Holdings”) BROADVIEW NETWORKS, INC., a New York corporation (“Broadview Networks”), ARC NETWORKS, INC., a Delaware corporation (“ARC”), BRIDGECOM SOLUTIONS GROUP, INC., a Delaware corporation (“BridgeCom Solutions” and, together with Holdings, Broadview Networks, and ARC, each individually a “Borrower” and collectively, the “Borrowers”), the various financial institutions and other Persons from time to time parties hereto (collectively, the “Lenders”), and CIT FINANCE LLC, a Delaware limited liability company (“CIT”). as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

Broadview Networks Holdings Inc – BY-LAWS OF ARC NETWORKS, INC. (March 29th, 2013)
Broadview Networks Holdings Inc – The First State (March 29th, 2013)

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.

Broadview Networks Holdings Inc – 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’CLOCK A.M. CERTIFICATE OF DESIGNATION, FILED THE TWENTY-EIGHTH DAY OF JANUARY, A.D. 1997, AT 9 O’CLOCK A.M. CERTIFICATE OF DESIGNATION, FILED THE EIGHTEENTH DAY OF SEPTEMBER, A.D. 1998, AT 12 O’CLOCK P.M. CERTIFICATE OF MERGER, FILED THE THIRTIETH DAY OF JU (March 29th, 2013)

THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of Delaware, does hereby certify as follows:

Broadview Networks Holdings Inc – The First State (March 29th, 2013)

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.

Broadview Networks Holdings Inc – COMMUNITY NETWORKS OF MASSACHUSETTS, INC. (a Delaware corporation) BY-LAWS (March 29th, 2013)
Broadview Networks Holdings Inc – INTERCREDITOR AGREEMENT (March 29th, 2013)

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 together with its successors and assigns, in such capacities, the “Trustee” or the “Second Priority Agent”), and acknowledged by Broadview Networks Holdings, Inc., a Delaware corporation (the “Company”) and its Subsidiaries (such term and each other capitalized term used herein having the meanings set forth in Section 1) listed on the signature pages hereto (such Subsidiaries, together with the Company and each of its other Subsidiaries that become parties hereto, the “Grantors”).