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Rachel C. Strickland Jennifer J. Hardy Anna C. Burns WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, New York 10019 (212) 728-8000 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------x In re : : Broadview Networks Holdings, Inc., et al.,1 : : Debtors. : ------------------------------------------------------x

Chapter 11 Case No. 12-__________ ( ) (Joint Administration Pending)

DEBTORS MOTION PURSUANT TO SECTIONS 105(a) AND 362 OF THE BANKRUPTCY CODE FOR INTERIM AND FINAL ORDERS (A) REQUIRING CERTAIN ENTITIES TO PROVIDE INFORMATION PURSUANT TO BANKRUPTCY RULE 2004, (B) RESTRICTING THE PURCHASE OR SALE OF CERTAIN CLAIMS AGAINST, AND EQUITY INTERESTS IN, THE DEBTORS, AND (C) ESTABLISHING NOTIFICATION AND HEARING PROCEDURES FOR RELIEF FROM THE RESTRICTIONS ON THE PURCHASE OR SALE OF CERTAIN CLAIMS AGAINST, AND EQUITY INTERESTS IN, THE DEBTORS TO THE HONORABLE UNITED STATES BANKRUPTCY COURT JUDGE: The debtors and debtors in possession in the above-captioned cases (Broadview or the Debtors, as applicable) hereby move for entry of interim and final orders pursuant to
1

The last four digits of the taxpayer identification numbers of the Debtors follow in parentheses: (i) Broadview Networks Holdings, Inc. (0798); (ii) A.R.C. Networks, Inc. (0814); (iii) ARC Networks, Inc. (4934); (iv) ATX Communications, Inc. (2245); (v) ATX Licensing, Inc. (9838); (vi) ATX Telecommunications Services of Virginia, LLC (3888); (vii) BridgeCom Holdings, Inc. (2965); (viii) BridgeCom International, Inc. (3985); (ix) BridgeCom Solutions Group, Inc. (3989); (x) Broadview Networks, Inc. (1082); (xi) Broadview Networks of Massachusetts, Inc. (8054); (xii) Broadview Networks of Virginia, Inc. (6404); (xiii) Broadview NP Acquisition Corp. (2734); (xiv) BV-BC Acquisition Corporation (7846); (xv) CoreComm-ATX, Inc. (0529); (xvi) CoreComm Communications, LLC (2077); (xvii) Digicom, Inc. (0777); (xviii) Eureka Broadband Corporation (6004); (xix) Eureka Holdings, LLC (1318); (xx) Eureka Networks, LLC (1244); (xxi) Eureka Telecom, Inc. (3720); (xxii) Eureka Telecom of VA, Inc. (5508); (xxiii) InfoHighway Communications Corporation (0551); (xxiv) Info-Highway International, Inc. (8543); (xxv) InfoHighway of Virginia, Inc. (1600); (xxvi) nex-i.com, inc. (7035); (xxvii) Open Support Systems LLC (9972); and (xxviii) TruCom Corporation (0714). The Debtors executive headquarters address is 800 Westchester Avenue, Rye Brook, NY 10573.

8rJ ,(6 2[ 8824200120822000000000018

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sections 105(a) and 362 of title 11 of the United States Code (the Bankruptcy Code) and Rule 2004 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules): (a) requiring certain holders of the Senior Secured Notes2 to provide the Debtors with certain information that may be required to prepare applications (collectively, the Regulatory Applications) for regulatory approvals of the change of control contemplated by the Prepackaged Plan; (b) restricting the purchase or sale of securities that may negatively impact the value of the Debtors tax attributes; and (c) establishing related notice procedures (the Motion). In support of the Motion, the Debtors rely upon and incorporate by reference the Declaration of Michael K. Robinson, President and Chief Executive Officer of Broadview Networks Holdings, Inc., In Support of Chapter 11 Petitions and First Day Pleadings (the Robinson Declaration), which was filed with the Court concurrently herewith. In further support of the Motion, the Debtors, by and through their undersigned proposed counsel, respectfully represent: BACKGROUND 1. On the date hereof (the Petition Date), Broadview Networks Holdings,

Inc. (BVNH) and each of the other Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtors intend to continue in the possession of their respective properties and the management of their respective businesses as debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. The Debtors have requested that these chapter 11 cases be consolidated for procedural purposes. As of the date hereof, no trustee, examiner or official committee has been appointed in any of the Debtors cases.

Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Prepackaged Plan.

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2.

Prior to the Petition Date, the Debtors solicited votes on the Joint

Prepackaged Plan of Reorganization for Broadview Networks Holdings, Inc. And Its Affiliated Debtors (including all exhibits, schedules, appendices, and supplements thereto, and as amended, modified, or supplemented from time to time, the Prepackaged Plan), through their disclosure statement related to the Prepackaged Plan (the Disclosure Statement). On or around the date that solicitation commenced, holders of over two-thirds of the aggregate principal amount of the Debtors 11 3/8% senior secured notes due 2012 (the Required Consenting Noteholders) and holders of approximately 70% of the preferred equity interests in BVNH (the Consenting Equity Holders) entered into a restructuring support agreement, dated July 13, 2012 (as amended, the Restructuring Support Agreement) whereby such parties agreed, among other things, to (a) support the Prepackaged Plan and (b) provide certain information that may be required to be included in the Regulatory Applications. The Prepackaged Plan has been accepted by all classes entitled to vote in excess of the statutory thresholds specified in section 1126(c) of the Bankruptcy Code. The Debtors have filed concurrently herewith a motion seeking, among other things, to schedule a combined hearing on the confirmation of the Prepackaged Plan and approval of the Disclosure Statement. 3. The events leading up to the Petition Date and the facts and circumstances

supporting the relief requested herein are set forth in the Robinson Declaration. JURISDICTION 4. This Court has jurisdiction to consider this Motion pursuant to 28 U.S.C.

1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue in this Court is proper pursuant to 28 U.S.C. 1408 and 1409. Venue of these cases and this Motion in this

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district is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory predicates for the relief requested herein are sections 105(a) and 362 of the Bankruptcy Code and Bankruptcy Rule 2004. THE REGULATORY APPLICATIONS A. The FCC and PUC Licenses 5. Between 1992 and 2002, the Federal Communications Commission (the

FCC) issued licenses to certain Broadview entities authorizing such entities to provide competitive interstate and international telecommunications services.3 Additionally, certain Broadview entities hold authority from multiple Public Utility Commissions (collectively, the PUCs) in various states to provide competitive local exchange and/or interexchange telecommunications services.4 6. The Prepackaged Plan contemplates the distribution of 97.5% of the

equity in BVNH upon the effective date of the Prepackaged Plan (the Effective Date) to holders of the Debtors Senior Secured Notes and 2.5% of the new equity to current holders of preferred equity interests of BVNH, each subject to dilution. Such issuance of new equity will cause a change of control of BVNH, which requires prior approval by the FCC and applicable

Specifically, Broadview Networks, Inc., Broadview NP Acquisition Corp., BridgeCom International, Inc., TruCom Corporation, ATX Licensing, Inc., A.R.C. Networks, Inc., Eureka Telecom, Inc., Eureka Telecom of VA, Inc. and InfoHighway of Virginia, Inc. hold blanket domestic authority to provide interstate telecommunications services pursuant to Section 214 of the Communications Act of 1934, as amended (the Communications Act). Also, Broadview Networks, Inc., BridgeCom International, Inc., TruCom Corporation, ATX Licensing, Inc., A.R.C. Networks, Inc. and Eureka Telecom, Inc. hold licenses to provide international telecommunications services pursuant to Section 214 of the Communications Act. Specifically, Broadview Networks, Inc. holds licenses to provide telecommunications services in all states except Alaska, Hawaii, and Virginia; Broadview NP Acquisition Corp., BridgeCom International, Inc., TruCom Corporation, ATX Licensing, Inc., A.R.C. Networks, Inc. and Eureka Telecom, Inc. each hold licenses to provide telecommunication services in multiple states; and Eureka Telecom of VA, Inc., InfoHighway of Virginia, Inc., Broadview Networks of Virginia, Inc. and ATX Telecommunications Services of Virginia, LLC hold licenses to provide telecommunications services in Virginia.

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PUCs. Securing regulatory approval for the change of control is a condition precedent to the Effective Date. See 10.2(d) of the Prepackaged Plan. B. The Regulatory Applications 7. Because the approval process for the Regulatory Applications can take

more than three months (even on an expedited schedule) and because the Debtors hope to emerge from these chapter 11 cases as expeditiously as possible, Broadview submitted change of control applications to the PUCs prior to the Petition Date. The Debtors intend to file the change of control application with the FCC shortly after the Petition Date. The FCCs rules and procedures require transfer of control applicants to disclose the identity of all proposed equity holders who are expected to have a 10% or greater ownership interest or a 50% or greater ownership interest, each including indirect interests, in such applications. 47 C.F.R. 63.04(a)(4) and 63.24(c). Certain PUCs also require substantially similar disclosures. In addition, certain PUCs require disclosure of all proposed equity holders who are expected to have a 20% or greater ownership interest or a 25% or greater ownership interest, each including indirect interests. Therefore, any change in the identity of the entities who are expected to have a 10%, 20%, 25% or 50% or greater ownership interest in the Reorganized Debtors, including indirect interests (each such holder, a Significant Equityholder, and each Significant Equityholders status as a potential holder of either 10%, 20%, 25% or 50% or greater ownership interest in the Reorganized Debtors, including indirect interests, shall constitute such Significant Equityholders Triggering Status) pending the approval of the Regulatory Applications would require the Debtors to amend the applicable Regulatory Application. Such amendments could delay the approval process.

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i. 8.

Equityholder Information Pursuant to the terms of the Restructuring Support Agreement, the

Required Consenting Noteholders agreed to cooperate in a commercially reasonable manner in obtaining the regulatory approvals required to consummate the Prepackaged Plan, including the timely provision of necessary information for any required regulatory submissions or other government filings. See 1.1(a) of the Restructuring Support Agreement. In furtherance of these obligations, the Required Consenting Noteholders have or will provide certain specified information regarding their holdings and entities, which was included in the Regulatory Applications as submitted. 9. However, while Required Consenting Noteholders will hold the majority

of the equity in BVNH after the consummation of the Prepackaged Plan, the Debtors may not be aware of other holders of Senior Secured Notes that may be Significant Equityholders upon consummation of the Prepackaged Plan. It is, therefore, imperative that any additional Senior Secured Noteholders, other than the Required Consenting Noteholders, promptly disclose to the Debtors any additional information that may be required in the Regulatory Applications. ii. 10. Regulatory Trading Procedures

As noted above, to secure the approval of the FCC and PUCs of the

change of control contemplated by the Prepackaged Plan, the Debtors must include an accurate description of the pro forma ownership of reorganized BVNH in their Regulatory Applications. Once filed, the Debtors seek to avoid having to repeatedly modify or supplement their Regulatory Applications, which could result in a substantial delay of the approval process. To avoid this risk, the Debtors request that the Court approve certain restrictions upon trading Senior Secured Notes, as further described below.
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THE TAX ATTRIBUTES 11. The Debtors estimate that, as of June 30, 2012, they had consolidated net

operating tax loss carryforwards (the NOLs) of at least $213,568,000. Under and pursuant to section 172 of the Internal Revenue Code of 1986, as amended (the I.R.C.), the Debtors intend to use the NOLs to offset future income, thereby significantly reducing their future federal income tax liability. As the Debtors NOLs are valuable assets of the estates, the availability of these tax savings may prove beneficial to the financial health and going concern value of the Debtors. 12. By and through this Motion, the Debtors are seeking authorization to

protect and preserve their NOLs and other tax assets, pursuant to sections 105(a), 362 and 541 of the Bankruptcy Code, by establishing certain notice and hearing procedures governing the transfer or trading in, or any claims of worthlessness with respect to, any class or series of the common stock (the Common Stock) or the preferred stock (the Preferred Stock) (collectively, the Stock) of BVNH. 13. If left unrestricted, such trading could severely limit the Debtors ability to

use a valuable asset of their estates their NOLs and could have significant negative consequences for the Debtors, their respective estates and creditors. Specifically, the trading of the Stock could adversely affect the Debtors ability to utilize their NOLs if a significant number of five percent (5%) or greater blocks of Stock are created, or if a significant number of shares are added to or sold from such blocks, such that, together with previous trading by five percent (5%) stockholders during the three-year period prior to the Petition Date, an ownership change within the meaning of section 382 of the I.R.C. is triggered prior to consummation of a confirmed chapter 11 plan for the Debtors.
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14.

Likewise, if a fifty percent (50%) or greater shareholder were, for federal

tax purposes, to treat its equity securities in the Debtors as becoming worthless prior to the Debtors emergence from chapter 11, such a claim could trigger an ownership change under section 382(g)(4)(D) of the I.R.C., thus triggering an adverse effect on the Debtors tax assets. Such ownership changes may result in all or part of the Debtors NOLs being disallowed under section 382 of the I.R.C. 15. To preserve the value of their NOLs and other tax assets to the fullest

extent possible, the Debtors seek relief enabling them to monitor closely certain transfers of, or declarations of worthlessness with respect to, the Stock so as to be in a position to act expeditiously with respect to transfers or declarations that may diminish the value of the Debtors tax attributes. Further, pursuant to section 362 of the Bankruptcy Code, any sale or any transfer of, or declaration of worthlessness related to, the Stock that would trigger a change of ownership may be null and void ab initio. Accordingly, by and through this Motion, the Debtors seek: (a) to provide notice to potential transferees and shareholders intending to make a declaration of worthlessness that any such transfers, sales or deductions may be ineffective; and (b) to otherwise prevent transfers and declarations of worthlessness that would be detrimental to the Debtors estates. RELIEF REQUESTED A. Disclosure of Equityholder Information 16. In light of the information required to be included in the Debtors

Regulatory Applications, the Debtors request interim and final orders requiring any Senior Secured Noteholder or transferee thereof, other than the Required Consenting Noteholders (whose disclosure requirements are governed by the Restructuring Support Agreement), to
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provide the Debtors with certain information. Specifically, the Debtors request that the Court enter interim and final orders providing that (a) upon the request of the Debtors, each Senior Secured Noteholder or its transferee, other than the Required Consenting Noteholders, provide the Debtors with its name, address, citizenship, principal business, the principal amount of Senior Secured Notes held by such entity and information regarding whether a foreign entity owns 10% or more of such Senior Secured Noteholder or transferee (the Equityholder Information) within seven (7) business days of such request and (b) to the extent that any Senior Secured Noteholder holds a principal amount of Senior Secured Notes greater than $25 million on the date of the entry of an interim order approving the relief requested herein, such Senior Secured Noteholder, other than the Required Consenting Noteholders, provide the Debtors with the Equityholder Information within (7) business days of the entry of such interim order (as applicable, the Equityholder Disclosure Date). The Debtors shall serve a copy of the order granting the relief requested in this Motion on each holder of Senior Secured Notes. B. Regulatory Trading Procedures 17. In order to prevent a change in the identity of the Significant

Equityholders previously disclosed to the FCC and PUCs in the Regulatory Applications, which change may delay the approval of the Regulatory Applications as further described above, the Debtors request that the Court restrict the purchase or sale of Senior Secured Notes during the pendency of these cases to the extent such purchase or sale could result in (a) an entity who was not previously identified as a Significant Equityholder in the Regulatory Applications becoming a holder of at least 8% of total equity in BVNH upon consummation of the Prepackaged Plan (each potential holder of 8% or more equity in reorganized BVNH, a Potential Significant

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Equityholder), or (b) a change in the Triggering Status for any entity who has at any point been identified in the Regulatory Applications as a Significant Equityholder. 18. Such restrictions will allow for a prudent margin of error, which will

ensure that the Debtors correctly identify in the appropriate Regulatory Applications all entities that may hold 10% or more of the total equity in BVNH upon consummation of the Prepackaged Plan. The Debtors estimate that only a small minority of Senior Secured Noteholders will qualify as Significant Equityholders as of the Effective Date. Therefore, the Debtors expect that these restrictions will impact very few parties. 19. Moreover, to ensure compliance with the proposed restrictions, the

Debtors request that the Court establish certain notification and hearing procedures to seek relief from the restrictions on the purchase or sale of any Senior Secured Notes during the pendency of these cases. Specifically, the Debtors request that the Court establish the following procedures (the Regulatory Trading Procedures): (a) Senior Secured Notes Acquisition Notice: Prior to the consummation of any transfer of any Senior Secured Notes that would result in either (i) an entity becoming a Potential Significant Equityholder upon emergence, or (ii) a change in the Triggering Status for an entity previously identified as a Significant Equityholder in the Regulatory Applications, the transferee must serve on the Debtors and their counsel a notice substantially in the form attached to the Motion as Exhibit C-1 (the Senior Secured Notes Acquisition Notice), which Senior Secured Notes Acquisition Notice must include a statement by the transferee that it is reasonably likely that the proposed transaction will not require the Debtors to amend the Regulatory Applications and will not adversely affect prosecution by the Debtors or processing by the FCC or PUCs of the Regulatory Applications. Senior Secured Notes Disposition Notice: Prior to the consummation of any transfer of any Senior Secured Notes that would result in a change in the Triggering Status for an entity previously identified as a Significant Equityholder in the Regulatory Applications, the transferor must serve on the Debtors and their counsel a notice of the intended transfer substantially
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(b)

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in the form attached to the Motion as Exhibit C-2 (the Senior Secured Notes Disposition Notice), which Senior Secured Notes Disposition Notice must include a statement by the transferor that it is reasonably likely that the proposed transaction will not require the Debtors to amend the Regulatory Applications and will not adversely affect prosecution by the Debtors or processing by the FCC or PUCs of the Regulatory Applications. (c) Objection Procedures: The Debtors shall have five (5) business days after receipt of a Senior Secured Notes Acquisition Notice or a Senior Secured Notes Disposition Notice (each, a Senior Secured Notes Transfer Notice and together the Senior Secured Notes Transfer Notices) to file with the Court and serve on the entity filing the Senior Secured Notes Transfer Notice an objection to the proposed transfer on the grounds that it is not reasonably acceptable to the Debtors. If an objection is filed, such entity shall not proceed with the proposed transaction (or, if such entity does proceed with the proposed transaction, such transaction shall not be effective) unless and until (i) the objection is withdrawn or overruled or (ii) the proposed transaction is approved by a final and nonappealable order of the Bankruptcy Court determining that the proposed acquisition or disposition, as applicable, will not require the Debtors to amend the Regulatory Applications and will not adversely affect prosecution by the Debtors or processing by the FCC or PUCs of the Regulatory Applications; provided that in any hearing on any such objection to a Senior Secured Notes Transfer Notice, the entity filing the Senior Secured Notes Transfer Notice shall bear the burden of proof as to whether a proposed acquisition or disposition, as applicable, will not require the Debtors to amend the Regulatory Applications and will not adversely affect prosecution by the Debtors or processing by the FCC or PUCs of the Regulatory Applications. If no objection to a Senior Secured Notes Transfer Notice is filed within such five (5) business day period or if an objection to a Senior Secured Notes Transfer Notice is filed and later withdrawn, the transaction may proceed solely as set forth in the Senior Secured Notes Transfer Notice. Any further transactions within the scope of this paragraph must comply with the same noticing and five (5) business day objection procedures. The Debtors will reasonably cooperate with any entity that wishes to make an inquiry with the FCC and the PUCs as to whether the transaction proposed in a Senior Secured Notes Transfer Notice would require the Debtors to amend the Regulatory Applications and will not adversely affect prosecution by the Debtors or processing by the FCC or PUCs of the Regulatory Applications. If such entity receives a legally binding determination from the FCC and the PUCs that the proposed transaction would not require the Debtors to amend the Regulatory Applications and will not adversely affect prosecution by the Debtors or processing by the FCC or PUCs of the Regulatory
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Applications, then the Debtors shall not file an objection to the subject Senior Secured Notes Transfer Notice and the Debtors shall withdraw any previously filed objections. 20. The Debtors further request that any transfer of any Senior Secured Notes

made in violation of these Regulatory Trading Procedures be deemed void ab initio. C. NOL Trading Procedures 21. In light of the necessity of preserving the value of the Debtors NOLs, as

described above, the Debtors seek to implement the following procedures (the NOL Trading Procedures) in connection with the trading of Stock in order to protect and preserve their tax attributes, pursuant to sections 105(a), 362 and 541 of the Bankruptcy Code: (a) Notice of Substantial Equityholder Status. Any person or entity who becomes a Substantial Equityholder (as defined below), must file with the Court and serve on the Debtors and their proposed counsel a notice substantially in the form attached to the Motion as Exhibit D-1 (the Substantial Ownership Notice) on or before ten (10) days after that person or entity becomes a Substantial Equityholder. Restrictions and Procedures for Acquiring Stock. Prior to the transfer of equity securities (including Options to acquire stock) that would result in an increase in the amount of Common Stock or Preferred Stock beneficially owned by a Substantial Equityholder, or would result in a person or entity becoming a Substantial Equityholder, such Substantial Equityholder shall file with the Court and serve on the Debtors and their proposed counsel, advance written notice, in the form attached to the Motion as Exhibit D-2 (the Equity Acquisition Notice), of the intended transfer of equity securities of any of the Debtors. Restrictions and Procedures for Trading Stock. Prior to any transfer of equity securities (including Options) that would result in a decrease in the amount of Common Stock or Preferred Stock of any of the Debtors, beneficially owned by a Substantial Equityholder, or would result in a person or entity ceasing to be a Substantial Equityholder, such Substantial Equityholder shall file with the Court, and serve upon the Debtors and their proposed counsel, advance written notice, in the form attached to the Motion as Exhibit D-3 (the Equity Disposition Notice, and together with the Substantial Ownership Notice and the Equity Acquisition Notice, each a Substantial Equityholder Notice and collectively, the
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(b)

(c)

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Substantial Equityholder Notices), of the intended transfer of equity securities of any of the Debtors. (d) Objection Procedures. The Debtors shall have thirty (30) days after receipt of a Substantial Equityholder Notice to file with the Court and serve on such Substantial Equityholder an objection to any proposed transfer of equity securities described in the Substantial Equityholder Notice on the grounds that such transfer may adversely affect the Debtors ability to utilize their tax assets. If the Debtors file an objection, such transaction will not be effective unless approved by a final and nonappealable order of this Court. If the Debtors do not object within such thirty (30) day period, such transaction may proceed solely as set forth in the Substantial Equityholder Notice. Further transactions within the scope of this paragraph shall be the subject of additional notices set forth herein, and shall have an additional thirty (30) day objection period. For purposes of this Motion and the interim and final orders (i) a Substantial Equityholder is any person or entity that beneficially owns (x) at least 458,223 shares (representing approximately 4.75% of all issued and outstanding shares) of any class or series of the Common Stock of the Debtors or (y) at least 16,924 shares (representing approximately 4.75% of all issued and outstanding shares) of any class or series of the Preferred Stock of the Debtors; (ii) beneficial ownership of equity securities shall be determined in accordance with the applicable rules under I.R.C. section 382, and, thus, shall include direct and indirect ownership (e.g., a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries), ownership by such holders family members and persons acting in concert with such holder to make a coordinated acquisition of stock, and ownership shares which such holder has an option to acquire; and (iii) an Option to acquire stock includes any contingent purchase, warrant, convertible debt, put, stock subject to risk of forfeiture, contract to acquire stock or similar interest, regardless of whether it is contingent or otherwise not currently exercisable. In addition, the Debtors seek to implement the following procedures for

(e)

22.

restricting the ability of shareholders that own or have owned 50% or more, by value, of Stock in any of the Debtors to claim a deduction for the worthlessness in connection therewith on its federal tax returns for the year ending before the Debtors emerge from chapter 11: (a) Notice of 50% Shareholder Status. Any person or entity that becomes a 50% Shareholder (defined below) must file with the Court, and serve upon the Debtors and their proposed counsel, a notice of such status in the form
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attached to the Motion as Exhibit D-4 (the 50% Shareholder Notice), on or before ten (10) days after that person or entity becomes a 50% Shareholder. (b) Restrictions and Procedures for Claiming a Deduction for Worthlessness. Prior to filing any federal tax return, or any amendment to such a return, claiming a deduction for worthlessness of the Common Stock or Preferred Stock of any of the Debtors, for a tax year ending before the Debtors emergence from chapter 11, such 50% Shareholder must file with the Court and serve upon the Debtors and their proposed counsel, a notice of the intended claim of worthlessness, in the form attached to the Motion as Exhibit D-5 (the Declaration of Intent, and together with the 50% Shareholder Notice, each a Deduction Notice and collectively, the Deduction Notices). Objection Procedures. The Debtors shall have thirty (30) days after receipt of a Deduction Notice to file with the Court and serve on such 50% Shareholder an objection to any proposed claim of worthlessness described in the Declaration of Intent on the grounds that such claim might adversely affect the Debtors ability to utilize their tax assets. If the Debtors file an objection, the filing of the return with such claim will not be effective unless approved by a final and nonappealable order of this Court. If the Debtors do not object within such thirty (30) day period, the filing of the return with such claim would be permitted solely as set forth in the Declaration of Intent. The filing of additional returns within the scope of this paragraph shall be the subject of additional notices set forth herein, and shall have an additional thirty (30) day objection period. For purposes of this Motion and the interim and final orders (i) a 50% Shareholder is any person or entity that, at any time during the threeyear period prior to the Petition Date, has beneficially owned either 50% or more of the Stock; (ii) beneficial ownership of equity securities shall be determined in accordance with the applicable rules under I.R.C. section 382, and, thus, shall include direct and indirect ownership (e.g., a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries), ownership by such holders family members and persons acting in concert with such holder to make a coordinated acquisition of stock, and ownership shares which such holder has an option to acquire; and (iii) an Option to acquire stock includes any contingent purchase, warrant, convertible debt, put, stock subject to risk of forfeiture, contract to acquire stock or similar interest, regardless of whether it is contingent or otherwise not currently exercisable.

(c)

(d)

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D.

Form of Notice of Trading Procedures 23. The Debtors also seek approval of the forms of notice attached to the

Motion as Exhibits C-1 and C-2, which a Significant Equityholder must file pursuant to the proposed Regulatory Trading Procedures, and the forms of notice attached to the Motion as Exhibits D-1 through D-5, which a Substantial Equityholder or a 50% Shareholder, as applicable, must file pursuant to the proposed NOL Trading Procedures. BASIS FOR RELIEF A. Disclosure of Equityholder Information 24. The Debtors request that the Bankruptcy Court exercise its broad authority

under Bankruptcy Rule 2004 to order Senior Secured Noteholders and their transferees (other than the Required Consenting Noteholders whose disclosure requirements are governed by the Restructuring Support Agreement) to identify themselves and provide to the Debtors, by the applicable Equityholder Disclosure Date, the Equityholder Information. It is well-settled that Rule 2004 provides courts with the authority to order examinations with respect to the financial matters of debtors as well as other matters affecting the administration of the estate. In re Hughes, 281 B.R. 224, 226 (Bankr. S.D.N.Y. 2002). The understanding generally acceptable today is that the scope of a Rule 2004 examination is very broad. Id. (quoting In re Drexel Burnham Lambert Grp., Inc., 123 B.R. 702, 711 (Bankr. S.D.N.Y. 1991)). Indeed, the scope of examination allowed under Rule 2004 is broader than discovery allowed under the Federal Rules of Civil Procedure and may be in the nature of a fishing expedition. Id. (quoting In re Ionosphere Clubs, Inc., 156 B.R. 414, 432 (S.D.N.Y. 1993), affd 17 F.3d 600 (2d Cir. 1994)). In ruling on a Rule 2004 information request, section 105(a) of the Bankruptcy Code sets out

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the power of the bankruptcy court to fashion orders as necessary pursuant to the purposes of the Bankruptcy Code. Id. (quoting In re Chinichian, 784 F.2d 1440, 1443 (9th Cir. 1986)). 25. Moreover, the Debtors request is amply justified given their pressing

need for the Equityholder Information and the fact that the information they seek falls well within the broad scope of Bankruptcy Rule 2004. The Prepackaged Plan provides for the reorganization of BVNH in a manner that will give rise to a change of control of BVNH. Therefore, the Debtors successful emergence from bankruptcy depends (in part) on the Debtors ability to timely compile the Equityholder Information. The only way for the Debtors to verify, with certainty, that the Regulatory Applications are and remain complete and accurate is through the disclosure of Equityholder Information by Senior Secured Noteholders and their transferees. 26. Consequently, given the broad scope of Rule 2004 examinations

generally, the narrowly tailored and critically important requests set forth herein easily merit approval. See, e.g., Hughes, 281 B.R. at 226; Drexel Burnham Lambert Group, 123 B.R. at 711. Further, similar requests have been previously approved in other cases. See, In re Terrestar Networks Inc. et al., No. 10-15446 (SHL) (Bankr. S.D.N.Y. Nov. 23, 2010) (requiring provision of ownership information to aid completion of FCC applications); In re DBSD North America, Inc. et al., No. 09-13061 (REG) (Bankr. S.D.N.Y. Dec. 11, 2009, as amended Oct. 25, 2010) (same). B. Regulatory Trading Procedures 27. To ensure that the Regulatory Applications are approved as expeditiously

as possible, without repeated amendments which may cause delay in FCC or PUC approvals, the Debtors request the Court to restrict the purchase or sale of Senior Secured Notes during the pendency of these cases to the extent such purchase or sale could result in either an entity
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becoming a Potential Significant Equityholder or a change in the Triggering Status with respect to an entity previously disclosed as a Significant Equityholder. 28. The proposed restrictions upon trading Senior Secured Notes are

necessary for the Debtors to avoid unnecessary delays and attendant additional costs, thereby diminishing the value of the Debtors estates. Moreover, imposing the proposed restrictions is in the best interest of the Debtors and all of their constituents, as such restrictions will facilitate the approval of the Regulatory Applications as expeditiously as possible, thus allowing for a timely consummation of the Prepackaged Plan. 29. The proposed restrictions on trading Senior Secured Notes are appropriate

under these circumstances. The restrictions are narrowly tailored and only bar those trades that are likely to alter the identity of those entities that must be disclosed in the Regulatory Applications. As such, the restrictions are well within the ambit of the Courts authority under section 105(a) of the Bankruptcy Code, which provides that: The court may issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title. . . . 11 U.S.C. 105(a). 30. Further, implementation of the Regulatory Trading Procedures is

consistent with section 362(a)(3), which permits the court to impose measures intended to protect and preserve property of the estate. See In re Prudential Lines, Inc., 107 B.R. 832 (Bankr. S.D.N.Y. 1989) (Section 362(a)(3) . . . is designed to afford additional protection permitting the bankruptcy process to work by enabling a debtor to keep estate property intact during the process[.]), affd, 119 B.R. 430 (S.D.N.Y. 1990), affd, 928 F.2d 565 (2d Cir. 1991). 31. In fact, bankruptcy courts in this jurisdiction have approved trading

procedures similar to these and have restricted claims trading in cases where debtors have sought
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regulatory approval from the FCC necessary to consummate the plan of reorganization. See In re Terrestar Networks Inc. et al., No. 10-15446 (SHL) (Bankr. S.D.N.Y. Nov. 23, 2010); In re DBSD North America, Inc. et al., No. 09-13061 (REG) (Bankr. S.D.N.Y. Dec. 11, 2009, as amended Oct. 25, 2010). 32. Moreover, to ensure both due process and compliance with the proposed

restrictions, upon entry of an interim order approving the relief requested herein, the Debtors will serve a copy of such interim order upon holders of Senior Secured Notes and Stock, which will provide them with notice of the Regulatory Trading Procedures and the NOL Trading Procedures (collectively, the Trading Procedures), the date of the final hearing and objection deadline with respect to the final order. C. i. 33. NOL Trading Procedures Ample Support Exists for the Proposed NOL Trading Procedures It is well-established that a debtors tax assets are property of its estate that

is protected by section 362 of the Bankruptcy Code. The Court of Appeals for the Second Circuit, in its seminal decision Official Committee of Unsecured Creditors v. PSS Steamship Co. (In re Prudential Lines Inc.), 928 F.2d 565 (2d Cir. 1991), affirmed the application of the automatic stay and upheld a permanent injunction against a parent corporation that sought to take a worthless stock deduction with regard to the stock of its subsidiary the debtor in that case. Because taking the worthless stock deduction would have adversely affected the subsidiarys ability to use its NOL carryforwards post-bankruptcy, the Second Circuit held that the debtors NOL carryforwards were property of the estate under the broad language of section 541 of the Bankruptcy Code:

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Including NOL carryforwards as property of a corporate debtors estate is consistent with Congress intention to bring anything of value that the debtors have into the estate. Moreover, [a] paramount and important goal of Chapter 11 is the rehabilitation of the debtor by offering breathing space and an opportunity to rehabilitate its business and eventually generate revenue. Including the right to a NOL carryforward as property of [the debtors] bankruptcy estate furthers the purpose of facilitating the reorganization of [the debtor]. Id. at 573 (citations omitted); see also Gibson v. United States (In re Russell), 927 F.2d 413, 417 (8th Cir. 1991) (stating that the right to carry forward the [debtors] NOLs was property interest of the estate); Nisselson v. Drew Indus., Inc. (In re White Metal Rolling & Stamping Corp.), 222 B.R. 417, 424 (Bankr. S.D.N.Y. 1998) (It is beyond peradventure that NOL carrybacks and carryovers are property of the estate of the loss corporation that generated them.). In Prudential Lines, the Second Circuit held that the parent corporations attempt to claim a worthless stock deduction in stock of its debtor subsidiary would effectively eliminate the value of the debtors NOL carryforwards and thus would be an act to exercise control over estate property in violation of the automatic stay under section 362 of the Bankruptcy Code. Prudential Lines, 928 F.2d at 574. 34. Section 362(a) of the Bankruptcy Code operates as a stay of, among other

things, any act to obtain possession of property of the estate or of property from the estate or to exercise control over property of the estate. 11 U.S.C. 362(a)(3). Accordingly, where a nondebtors action with respect to an interest that is intertwined with that of a bankrupt debtor would have the legal effect of diminishing or eliminating property of the bankrupt estate, such action is barred by the automatic stay. Prudential Lines, 928 F.2d at 574 (quoting 48th St. Steakhouse v. Rockefeller Group, Inc. (In re 48th St. Steakhouse, Inc.), 835 F.2d 427, 431 (2d Cir. 1987)).

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35.

The Second Circuit also held that the permanent injunction was supported

by the courts equitable powers pursuant to section 105(a) of the Bankruptcy Code, and refused to disturb the bankruptcy courts finding that elimination of the debtors ability to apply its NOL carryforwards to offset income on future tax returns would impede its reorganization. Id. 36. Similarly, in In re Phar-Mor, Inc., 152 B.R. 924 (Bankr. N.D. Ohio 1993),

chapter 11 debtors moved to prohibit any transfer of the debtors stock that could have triggered the section 382 limitation. The court held that the NOL carryforwards qualified as property of the estate, and issued an injunctive order to protect those assets and enforce the automatic stay. Id. at 926. Significantly, the court granted the relief requested even though the stockholders did not state any intent to sell their stock and even though the debtors did not show that a sale was pending that would trigger the section 382 change in ownership. See id. at 927. The court observed that [w]hat is certain is that the NOL has a potential value, as yet undetermined, which will be of benefit to creditors and will assist [d]ebtors in their reorganization process. Id. (emphasis added). The court further held that [t]his asset is entitled to protection while [d]ebtors move forward toward reorganization. Id. The court also concluded that, because the debtors were seeking to enforce the stay, they did not have to meet the more stringent requirements for a grant of preliminary injunctive relief: The requirements for enforcing an automatic stay under 11 U.S.C. 362(a)(3) do not involve such factors as lack of an adequate remedy at law, or irreparable injury, or loss and a likelihood of success on the merits. The key elements for a stay . . . are the existence of property of the estate and the enjoining of all efforts by others to obtain possession or control of property of the estate. Id. at 926 (quoting In re Golden Distribs., Inc., 122 B.R. 15, 19 (Bankr. S.D.N.Y. 1990)) (omission in the original).

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37.

The availability of the requested relief has also been established in this

District. In In re Ames Department Stores, the Court granted broader relief than that sought herein upon a finding that such relief was necessary and proper in order to preserve the Debtors NOL carryforwards and are therefore in the best interest of the Debtors, their estates and their creditors and stockholders. In re Ames Dept Stores, Inc., Ch. 11 Case No. 01-42217 (REG) (Bankr. S.D.N.Y. August 20, 2001) (enjoining certain transfers of common stock and notes as violating automatic stay and ordering any transfer in violation of approval procedures void ab initio); see also In re Casual Male Corp., Ch. 11 Case No. 01-41404 (REG) (Bankr. S.D.N.Y. May 18, 2001) (same). 38. Other courts in this and other districts have either prohibited or otherwise

restricted claims and/or equity trading to protect a debtor against the possible loss of its NOL carryovers or other tax attributes. See, e.g., In re Lightsquared Inc., Case No. 12-12080 (SCC) (Bankr. S.D.N.Y. June 4, 2012) (approving notification procedures and restrictions on certain transfers of equity interests in the debtors); Aventine Renewable Energy Holdings, Inc., Case No. 09-11214 (KG) (Bankr. D. Del. May 1, 2010) (same); In re CIT Group Inc. and CIT Group Funding Company of Delaware LLC, Case No. 09-16565 (ALG) (Bankr. S.D.N.Y. Nov. 23, 2009) (approving notification procedures and restrictions on certain transfers of equity interests in and claims against the debtors); In re VeraSun Energy Corp., Case No. 08-12606 (BLS) (Bankr. D. Del. Dec. 3, 2008) (approving notification procedures and restrictions on certain transfers of equity interests in the debtors); In re Washington Mutual, Inc., Case No. 08-12229 (MFW) (Bankr. D. Del. Nov. 18, 2008) (same); In re Bally Total Fitness of Greater New York, Inc., Case No. 07-12395 (BRL) (Bankr. S.D.N.Y. Aug. 21, 2007) (same); In re Dura Auto. Sys., Inc., Case No. 06-11202 (KJC) (Bankr. D. Del. Nov. 20, 2006) (same).
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39.

In short, it is well-settled by courts in this and other circuits that section

362(a)(3) stays actions that could adversely affect a debtors NOLs and other tax assets. ii. 40. The NOL Trading Procedures are Necessary and in the Best Interests of the Debtors, their Estates, and Creditors Once a net operating loss is limited under Section 382 of the I.R.C., such

limitation is permanent. The relief sought herein is necessary to avoid the irreparable harm that could be caused by trading in BVNHs equity securities sufficient to cause an ownership change, which could severely limit the Debtors ability to offset future taxable income freely with NOLs. 41. Further, the relief requested herein is tailored as narrowly as is reasonable

to permit certain Stock trading to continue, subject only to Rule 3001(e) of the Federal Rules of Bankruptcy Procedure and applicable securities, corporate and other laws. The proposed restrictions on trading are crucial because, once an interest is transferred or a declaration of worthlessness is made, the transaction arguably might not be reversible for tax purposes, though it should be null and void under section 362 of the Bankruptcy Code. The relief requested, therefore, is critical to prevent what may be an irrevocable loss of the Debtors NOLs and other tax assets. D. Proposed Interim Order, Notice Thereof and Procedures for Filing Objects Thereto 42. The Debtors seek entry of an order, substantially in the form attached

hereto as Exhibit A, approving the relief requested in the Motion on an interim basis (the Interim Order). Within five (5) business days of the entry of the Interim Order, the Debtors shall serve a copy of the Interim Order, which will provide notice of the Trading Procedures, the date of the final hearing and objection deadline with respect to the final order, on: (a) the Office of the United States Trustee; (b) the United States Securities and Exchange Commission; (c) the
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Office of the United States Attorney General for the Southern District of New York; (d) the Internal Revenue Service; (e) the Debtors thirty (30) largest unsecured creditors on a consolidated basis; (f) counsel to the administrative agent under the Debtors prepetition and postpetition revolving credit agreements; (g) counsel to the Required Consenting Noteholders; (h) holders of Stock; and (i) holders of Senior Secured Notes. 43. The deadline to file an objection (Objection) to entry of an order (the

Final Order) approving the relief requested herein on a final basis shall be 4:00 p.m. (prevailing Eastern Time) on the date set forth in the Interim Order (the Objection Deadline). An Objection shall be considered timely if it: (i) is filed with the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, NY 10004; and (ii) is actually received on or before the Objection Deadline by (a) the Office of the United States Trustee for the Southern District of New York, 33 Whitehall Street, 21st Floor, New York, New York 10004, Attn: Michael Driscoll and Richard Morrissey (by a hard copy, with all exhibits), (b) attorneys for the Debtors, Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019-6099, Attn: Rachel C. Strickland, Esq. and Jennifer J. Hardy, Esq., (c) the attorneys for any committee of unsecured creditors then appointed in these cases, (d) counsel to the administrative agent under the Debtors prepetition and postpetition revolving credit agreements, (e) counsel to the Required Consenting Noteholders, and (e) the Debtors authorized notice agent, Kurtzman Carson Consultants LLC. 44. If no Objections are timely filed and served, as set forth herein, the

Debtors shall seek entry of the Final Order, in substantially the form attached hereto as Exhibit B, without further notice or opportunity to be heard afforded to any party. If an Objection is timely filed, a hearing will be held at the United States Bankruptcy Court for the Southern
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District of New York, One Bowling Green, New York, NY 10004, at such date and time set forth in the Interim Order. 45. Until the Court enters a final order, any purchase or sale of any Senior

Secured Notes during the pendency of these cases, acquisition or disposition of Stock in the Debtors, or declarations of worthlessness asserted with respect to the Stock, after the Petition Date in violation of the Trading Procedures set forth above shall be null and void ab initio as an act in violation of the automatic stay prescribed by section 362 of the Bankruptcy Code and pursuant to this Courts equitable power prescribed in section 105(a) of the Bankruptcy Code. 46. The foregoing notice procedures satisfy due process and the strictures of

Rule 9014 of the Federal Rules of Bankruptcy Procedure by providing the counterparties with a notice and an opportunity to object and be heard at a hearing. See, e.g., Harada v. DBL Liquidating Trust (In re Drexel Burnham Lambert Group, Inc.), 160 B.R. 729, 733 (S.D.N.Y. 1993) (indicating that opportunity to present objections satisfies due process); Flynn v. Eley (In re Colo. Mountain Cellars, Inc.), 226 B.R. 244, 246 (D. Colo. 1998) (noting that hearing is not required in every case to satisfy Bankruptcy Rule 9014). Furthermore, the proposed notice procedures protect the due process rights of the parties in interest without unnecessarily exposing the Debtors estates to unwarranted administrative expenses. 47. The Debtors believe that the above measures constitute a sufficient and

cost-effective way of providing notice of the Trading Procedures described above. 48. To successfully implement the foregoing, the Debtors respectfully seek a

waiver of the notice requirements under Bankruptcy Rule 6004(a) and the fourteen-day stay under Bankruptcy Rule 6004(h) and request that the Interim Order be effective immediately upon its entry.
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NOTICE 49. Notice of this Motion will be given to: (a) the United States Trustee for

the Southern District of New York; (b) counsel to the administrative agent under the Debtors prepetition and postpetition revolving credit agreements; (c) counsel to the Required Consenting Noteholders; and (d) the Debtors thirty (30) largest unsecured creditors on a consolidated basis. The Debtors submit that, under the circumstances, no other or further notice is required. 50. any other Court. 51. Because the authorities relied upon herein are set forth above, the Debtors No previous motion for the relief sought herein has been made to this or

respectfully submit that the Motion itself satisfies the requirements of Rule 9013-1(a) of the Local Bankruptcy Rules for the Southern District of New York regarding the submission of a memorandum of law.

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CONCLUSION WHEREFORE, the Debtors respectfully request that the Court enter interim and final orders, substantially in the forms annexed hereto as Exhibit A and Exhibit B, granting the relief requested in the Motion and such other and further relief for the Debtors as may be just or proper. Dated: August 22, 2012 New York, New York WILLKIE FARR & GALLAGHER LLP Proposed Attorneys to Debtors and Debtors in Possession

By: /s/ Jennifer J. Hardy Rachel C. Strickland Jennifer J. Hardy Anna C. Burns 787 Seventh Avenue New York, New York 10019 (212) 728-8000

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------x In re : : Broadview Networks Holdings, Inc., et al.,1 : : Debtors. : ------------------------------------------------------x

Chapter 11 Case No. 12-__________ ( ) Jointly Administered

INTERIM ORDER (A) REQUIRING CERTAIN ENTITIES TO PROVIDE INFORMATION PURSUANT TO BANKRUPTCY RULE 2004, (B) RESTRICTING THE PURCHASE OR SALE OF CERTAIN CLAIMS AGAINST, AND EQUITY SECURITIES IN, THE DEBTORS, AND (C) ESTABLISHING NOTIFICATION AND HEARING PROCEDURES FOR RELIEF FROM THE RESTRICTIONS ON THE PURCHASE OR SALE OF CERTAIN CLAIMS AGAINST, OR EQUITY SECURITIES IN, THE DEBTORS Upon the motion (the Motion) of the debtors and debtors in possession in the above-captioned cases (collectively, the Debtors) for an interim order, pursuant to sections 105(a) and 362 of title 11 of the United States Code (the Bankruptcy Code) and Rule 2004 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules): (a) requiring certain holders of the Senior Secured Notes to provide the Debtors with certain information that may be required to prepare applications (collectively, the Regulatory Applications) for regulatory approvals of the change of control contemplated by the Prepackaged Plan; (b) restricting (i) the purchase or sale of securities that may negatively impact the value of the Debtors tax attributes;

The last four digits of the taxpayer identification numbers of the Debtors follow in parentheses: (i) Broadview Networks Holdings, Inc. (0798); (ii) A.R.C. Networks, Inc. (0814); (iii) ARC Networks, Inc. (4934); (iv) ATX Communications, Inc. (2245); (v) ATX Licensing, Inc. (9838); (vi) ATX Telecommunications Services of Virginia, LLC (3888); (vii) BridgeCom Holdings, Inc. (2965); (viii) BridgeCom International, Inc. (3985); (ix) BridgeCom Solutions Group, Inc. (3989); (x) Broadview Networks, Inc. (1082); (xi) Broadview Networks of Massachusetts, Inc. (8054); (xii) Broadview Networks of Virginia, Inc. (6404); (xiii) Broadview NP Acquisition Corp. (2734); (xiv) BV-BC Acquisition Corporation (7846); (xv) CoreComm-ATX, Inc. (0529); (xvi) CoreComm Communications, LLC (2077); (xvii) Digicom, Inc. (0777); (xviii) Eureka Broadband Corporation (6004); (xix) Eureka Holdings, LLC (1318); (xx) Eureka Networks, LLC (1244); (xxi) Eureka Telecom, Inc. (3720); (xxii) Eureka Telecom of VA, Inc. (5508); (xxiii) InfoHighway Communications Corporation (0551); (xxiv) Info-Highway International, Inc. (8543); (xxv) InfoHighway of Virginia, Inc. (1600); (xxvi) nex-i.com, inc. (7035); (xxvii) Open Support Systems LLC (9972); and (xxviii) TruCom Corporation (0714). The Debtors executive headquarters address is 800 Westchester Avenue, Rye Brook, NY 10573.

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and (c) establishing related notice procedures; and upon consideration of the Motion and all of the pleadings related thereto, including the Declaration of Michael K. Robinson, President and Chief Executive Officer of Broadview Networks Holdings, Inc., in Support of Chapter 11 Petitions and First Day Pleadings, and having heard the statements of counsel and evidence adduced with respect to the Motion at a hearing before the Court (the Hearing); and due and sufficient notice of the Motion having been given; and it appearing that no other or further notice need be provided; and it appearing that the relief requested by the Motion is in the best interests of these estates, their creditors and other parties in interest; and after due deliberation and sufficient cause appearing therefor, it is hereby: ORDERED, ADJUDGED AND DECREED that: 1. 2. The Motion is granted on an interim basis to the extent set forth herein. Capitalized terms not otherwise defined herein shall have the meanings

ascribed to such terms in the Motion. 3. Each Senior Secured Noteholder or its transferee, other than the Required

Consenting Noteholders, is hereby ordered to provide the Debtors with its name, address, citizenship, principal business, the principal amount of Senior Secured Notes held by such entity and information regarding whether a foreign entity owns 10% or more of such Senior Secured Noteholder or transferee (the Equityholder Information), upon the request of the Debtors, within seven (7) business days of such request. 4. To the extent that any Senior Secured Noteholder holds a principal amount

of Senior Secured Notes greater than $25 million on the date of the entry of this Interim Order, such Senior Secured Noteholder, other than the Required Consenting Noteholders, is hereby

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ordered to provide the Debtors with the Equityholder Information within (7) business days of the entry of this Interim Order. 5. The Debtors shall serve a copy of the order granting the relief requested in

this Motion on each holder of Senior Secured Notes. 6. In addition to the Equityholder Information specified in paragraph

3 of this Interim Order, upon request, holders of Senior Secured Notes shall reasonably cooperate with the Debtors efforts to prepare and obtain approval of the Debtors Regulatory Applications. 7. Any purchase or sale of Senior Secured Notes during the pendency of

these cases is hereby restricted to the extent such purchase or sale could result in either an entity becoming a Potential Significant Equityholder or a change in the Triggering Status for any entity which has at any point been identified in the Regulatory Applications as a Significant Equityholder. 8. The following Regulatory Trading Procedures shall apply to the trading of

any Senior Secured Notes throughout the pendency of these cases: (i) Senior Secured Notes Acquisition Notice: Prior to the consummation of any transfer of any Senior Secured Notes that would result in either (i) an entity becoming a Potential Significant Equityholder upon emergence, or (ii) a change in the Triggering Status for an entity previously identified as a Significant Equityholder in the Regulatory Applications, the transferee must serve on the Debtors and their counsel a notice substantially in the form attached to the Motion as Exhibit C-1 (the Senior Secured Notes Acquisition Notice), which Senior Secured Notes Acquisition Notice must include a statement by the transferee that it is reasonably likely that the proposed transaction will not require the Debtors to amend the Regulatory Applications and will not adversely affect prosecution by the Debtors or processing by the FCC or PUCs of the Regulatory Applications.

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(ii)

Senior Secured Notes Disposition Notice: Prior to the consummation of any transfer of any Senior Secured Notes that would result in a change in the Triggering Status for an entity previously identified as a Significant Equityholder in the Regulatory Applications, the transferor must serve on the Debtors and their counsel a notice of the intended transfer substantially in the form attached to the Motion as Exhibit C-2 (the Senior Secured Notes Disposition Notice), which Senior Secured Notes Disposition Notice must include a statement by the transferor that it is reasonably likely that the proposed transaction will not require the Debtors to amend the Regulatory Applications and will not adversely affect prosecution by the Debtors or processing by the FCC or PUCs of the Regulatory Applications. Objection Procedures: The Debtors shall have five (5) business days after receipt of a Senior Secured Notes Acquisition Notice or a Senior Secured Notes Disposition Notice (each, a Senior Secured Notes Transfer Notice and together the Senior Secured Notes Transfer Notices) to file with the Court and serve on the entity filing the Senior Secured Notes Transfer Notice an objection to the proposed transfer on the grounds that it is not reasonably acceptable to the Debtors. If an objection is filed, such entity shall not proceed with the proposed transaction (or, if such entity does proceed with the proposed transaction, such transaction shall not be effective) unless and until (i) the objection is withdrawn or overruled or (ii) the proposed transaction is approved by a final and nonappealable order of the Bankruptcy Court determining that the proposed acquisition or disposition, as applicable, will not require the Debtors to amend the Regulatory Applications and will not adversely affect prosecution by the Debtors or processing by the FCC or PUCs of the Regulatory Applications; provided that in any hearing on any such objection to a Senior Secured Notes Transfer Notice, the entity filing the Senior Secured Notes Transfer Notice shall bear the burden of proof as to whether a proposed acquisition or disposition, as applicable, will not require the Debtors to amend the Regulatory Applications and will not adversely affect prosecution by the Debtors or processing by the FCC or PUCs of the Regulatory Applications. If no objection to a Senior Secured Notes Transfer Notice is filed within such five (5) business day period or if an objection to a Senior Secured Notes Transfer Notice is filed and later withdrawn, the transaction may proceed solely as set forth in the Senior Secured Notes Transfer Notice. Any further transactions within the scope of this paragraph must comply with the same noticing and five (5) business day objection procedures. The Debtors will reasonably cooperate with any entity that wishes to make an inquiry with the FCC and the PUCs as to whether the transaction proposed in a Senior Secured Notes Transfer Notice would require the Debtors to amend the Regulatory Applications and will not adversely affect prosecution by the Debtors or processing by
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(iii)

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the FCC or PUCs of the Regulatory Applications. If such entity receives a legally binding determination from the FCC and the PUCs that the proposed transaction would not require the Debtors to amend the Regulatory Applications and will not adversely affect prosecution by the Debtors or processing by the FCC or PUCs of the Regulatory Applications, then the Debtors shall not file an objection to the subject Senior Secured Notes Transfer Notice and the Debtors shall withdraw any previously filed objections. 9. Any purchase, sale or other transfer of, or declarations of worthlessness

with respect to, equity securities in the Debtors in violation of the NOL Trading Procedures set forth herein (including the notice requirements set forth in Paragraph 10(i) below), shall be null and void and shall confer no rights on the transferee. 10. securities: (i) Notice of Substantial Equityholder Status. Any person or entity who becomes a Substantial Equityholder (as defined below), must file with the Court and serve on the Debtors and their proposed counsel a notice substantially in the form attached to the Motion as Exhibit D-1 (the Substantial Ownership Notice) on or before ten (10) days after that person or entity becomes a Substantial Equityholder. Restrictions and Procedures for Acquiring Stock. Prior to the transfer of equity securities (including Options to acquire stock) that would result in an increase in the amount of Common Stock or Preferred Stock beneficially owned by a Substantial Equityholder, or would result in a person or entity becoming a Substantial Equityholder, such Substantial Equityholder shall file with the Court and serve on the Debtors and their proposed counsel, advance written notice, in the form attached to the Motion as Exhibit D-2 (the Equity Acquisition Notice), of the intended transfer of equity securities of any of the Debtors. Restrictions and Procedures for Trading Stock. Prior to any transfer of equity securities (including Options) that would result in a decrease in the amount of Common Stock or Preferred Stock of any of the Debtors, beneficially owned by a Substantial Equityholder, or would result in a person or entity ceasing to be a Substantial Equityholder, such Substantial Equityholder shall file with the Court, and serve upon the Debtors and their proposed counsel, advance written notice, in the form attached to the
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The following NOL Trading Procedures shall apply to trading in equity

(ii)

(iii)

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Motion as Exhibit D-3 (the Equity Disposition Notice, and together with the Substantial Ownership Notice and the Equity Acquisition Notice, each a Substantial Equityholder Notice and collectively, the Substantial Equityholder Notices), of the intended transfer of equity securities of any of the Debtors. (iv) Objection Procedures. The Debtors shall have thirty (30) days after receipt of a Substantial Equityholder Notice to file with the Court and serve on such Substantial Equityholder an objection to any proposed transfer of equity securities described in the Substantial Equityholder Notice on the grounds that such transfer may adversely affect the Debtors ability to utilize their tax assets. If the Debtors file an objection, such transaction will not be effective unless approved by a final and nonappealable order of this Court. If the Debtors do not object within such thirty (30) day period, such transaction may proceed solely as set forth in the Substantial Equityholder Notice. Further transactions within the scope of this paragraph shall be the subject of additional notices set forth herein, and shall have an additional thirty (30) day objection period. For purposes of this Motion and the interim and final orders (i) a Substantial Equityholder is any person or entity that beneficially owns (x) at least 458,223 shares (representing approximately 4.75% of all issued and outstanding shares) of any class or series of the Common Stock of the Debtors or (y) at least 16,924 shares (representing approximately 4.75% of all issued and outstanding shares) of any class or series of the Preferred Stock of the Debtors; (ii) beneficial ownership of equity securities shall be determined in accordance with the applicable rules under I.R.C. section 382, and, thus, shall include direct and indirect ownership (e.g., a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries), ownership by such holders family members and persons acting in concert with such holder to make a coordinated acquisition of stock, and ownership shares which such holder has an option to acquire; and (iii) an Option to acquire stock includes any contingent purchase, warrant, convertible debt, put, stock subject to risk of forfeiture, contract to acquire stock or similar interest, regardless of whether it is contingent or otherwise not currently exercisable. The following NOL Trading Procedures shall apply to the claims of a

(v)

11.

deduction for worthlessness: (i) Notice of 50% Shareholder Status. Any person or entity that becomes a 50% Shareholder (defined below) must file with the Court, and serve upon the Debtors and their proposed counsel, a notice of such status in the form attached to the Motion as Exhibit D-4 (the 50% Shareholder Notice),
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on or before ten (10) days after that person or entity becomes a 50% Shareholder. (ii) Restrictions and Procedures for Claiming a Deduction for Worthlessness. Prior to filing any federal tax return, or any amendment to such a return, claiming a deduction for worthlessness of the Common Stock or Preferred Stock of any of the Debtors, for a tax year ending before the Debtors emergence from chapter 11, such 50% Shareholder must file with the Court and serve upon the Debtors and their proposed counsel, a notice of the intended claim of worthlessness, in the form attached to the Motion as Exhibit D-5 (the Declaration of Intent, and together with the 50% Shareholder Notice, each a Deduction Notice and collectively, the Deduction Notices). Objection Procedures. The Debtors shall have thirty (30) days after receipt of a Deduction Notice to file with the Court and serve on such 50% Shareholder an objection to any proposed claim of worthlessness described in the Declaration of Intent on the grounds that such claim might adversely affect the Debtors ability to utilize their tax assets. If the Debtors file an objection, the filing of the return with such claim will not be effective unless approved by a final and nonappealable order of this Court. If the Debtors do not object within such thirty (30) day period, the filing of the return with such claim would be permitted solely as set forth in the Declaration of Intent. The filing of additional returns within the scope of this paragraph shall be the subject of additional notices set forth herein, and shall have an additional thirty (30) day objection period. For purposes of this Motion and the interim and final orders (i) a 50% Shareholder is any person or entity that, at any time during the threeyear period prior to the Petition Date, has beneficially owned either 50% or more of the Stock; (ii) beneficial ownership of equity securities shall be determined in accordance with the applicable rules under I.R.C. section 382, and, thus, shall include direct and indirect ownership (e.g., a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries), ownership by such holders family members and persons acting in concert with such holder to make a coordinated acquisition of stock, and ownership shares which such holder has an option to acquire; and (iii) an Option to acquire stock includes any contingent purchase, warrant, convertible debt, put, stock subject to risk of forfeiture, contract to acquire stock or similar interest, regardless of whether it is contingent or otherwise not currently exercisable. The forms of the Senior Secured Notes Acquisition Notice, Senior

(iii)

(iv)

12.

Secured Notes Disposition Notice, Substantial Ownership Notice, Equity Acquisition Notice,
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Equity Disposition Notice, 50% Shareholder Notice and the Declaration of Intent attached to the Motion as Exhibits C-1 and C-2, and Exhibits D-1 through D-5, respectively, including any ministerial or non-substantive changes that may be made, are hereby approved. 13. The Debtors shall serve a copy of this Interim Order, setting forth the

Trading Procedures authorized herein, on: (a) the Office of the United States Trustee; (b) the United States Securities and Exchange Commission; (c) the Office of the United States Attorney General for the Southern District of New York; (d) the Internal Revenue Service; (e) the Debtors thirty (30) largest unsecured creditors on a consolidated basis; (f) counsel to the administrative agent under the Debtors prepetition and postpetition revolving credit agreements; (g) counsel to the Required Consenting Noteholders; (h) significant holders of Stock; (i) significant holders of Senior Secured Notes known to the Debtors; and (j) counsel to the Indenture Trustee. 14. Upon receipt of the Interim Order, any transfer agent(s) for any Stock will

be required, on at least a quarterly basis, to send such Interim Order to all holders of Stock registered with such transfer agent. Any such registered holder must, in turn, promptly provide such Interim Order to any holder for whose account such registered holder holds such Stock, and so on down the chain of ownership. 15. Any person, entity, broker or agent acting on behalf of the holder who

sells shares of Common Stock or Preferred Stock to another person or entity must provide a copy of the Interim Order to such purchaser or any broker or agent acting on such purchasers behalf. 16. The requirements set forth in this Interim Order are in addition to the

requirements of Bankruptcy Rule 3001(e), applicable securities, corporate and other laws, and do not excuse compliance therewith.
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17.

Any of the Debtors may waive in writing any and all restrictions, stays and

notification procedures contained in this Interim Order in their sole discretion. 18. Objections to entry of the relief requested in the Motion on a final basis

(the Objections) shall be filed with the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, NY 10004, and served upon: (a) the Office of the United States Trustee for the Southern District of New York, 33 Whitehall Street, 21st Floor, New York, New York 10004, Attn: Michael Driscoll and Richard Morrissey (by a hard copy, with all exhibits); (b) attorneys for the Debtors, Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019-6099, Attn: Rachel C. Strickland, Esq. and Jennifer J. Hardy, Esq., (c) the attorneys for any committee of unsecured creditors then appointed in these cases, (d) counsel to the administrative agent under the Debtors prepetition and postpetition revolving credit agreements; (e) counsel to the Required Consenting Noteholders; and (f) the Debtors authorized notice agent, Kurtzman Carson Consultants LLC, by 4:00 p.m. (prevailing Eastern Time) on _____ __, 2012 (the Objection Deadline). 19. If Objections are timely received in accordance with this Interim Order, a

hearing to consider entry of an order granting the relief requested in the Motion on a final basis shall be held on [____], 2012 at [_____] (the Final Hearing). 20. Bankruptcy Rule 6004(a) is waived for the purposes of the Motion, and

notwithstanding any applicability of Bankruptcy Rule 6004(h), this Interim Order shall be immediately effective and enforceable upon its entry.

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21.

The Court shall retain jurisdiction with respect to any matters, claims,

rights or disputes arising from or related to the implementation of this Interim Order. New York, New York Dated: __________________, 2012 UNITED STATES BANKRUPTCY JUDGE

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Exhibit B Proposed Final Order

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------x In re : : Broadview Networks Holdings, Inc., et al.,1 : : Debtors. : ------------------------------------------------------x

Chapter 11 Case No. 12-__________ ( ) Jointly Administered

FINAL ORDER (A) REQUIRING CERTAIN ENTITIES TO PROVIDE INFORMATION PURSUANT TO BANKRUPTCY RULE 2004, (B) RESTRICTING THE PURCHASE OR SALE OF CERTAIN CLAIMS AGAINST, AND EQUITY SECURITIES IN, THE DEBTORS, AND (C) ESTABLISHING NOTIFICATION AND HEARING PROCEDURES FOR RELIEF FROM THE RESTRICTIONS ON THE PURCHASE OR SALE OF CERTAIN CLAIMS AGAINST, OR EQUITY SECURITIES IN, THE DEBTORS Upon the motion (the Motion) of the debtors and debtors in possession in the above-captioned cases (collectively, the Debtors) for a final order, pursuant to sections 105(a) and 362 of title 11 of the United States Code (the Bankruptcy Code) and Rule 2004 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules): (a) requiring certain holders of the Senior Secured Notes to provide the Debtors with certain information that may be required to prepare applications (collectively, the Regulatory Applications) for regulatory approvals of the change of control contemplated by the Prepackaged Plan; (b) restricting (i) the purchase or sale of securities that may negatively impact the value of the Debtors tax attributes; and

The last four digits of the taxpayer identification numbers of the Debtors follow in parentheses: (i) Broadview Networks Holdings, Inc. (0798); (ii) A.R.C. Networks, Inc. (0814); (iii) ARC Networks, Inc. (4934); (iv) ATX Communications, Inc. (2245); (v) ATX Licensing, Inc. (9838); (vi) ATX Telecommunications Services of Virginia, LLC (3888); (vii) BridgeCom Holdings, Inc. (2965); (viii) BridgeCom International, Inc. (3985); (ix) BridgeCom Solutions Group, Inc. (3989); (x) Broadview Networks, Inc. (1082); (xi) Broadview Networks of Massachusetts, Inc. (8054); (xii) Broadview Networks of Virginia, Inc. (6404); (xiii) Broadview NP Acquisition Corp. (2734); (xiv) BV-BC Acquisition Corporation (7846); (xv) CoreComm-ATX, Inc. (0529); (xvi) CoreComm Communications, LLC (2077); (xvii) Digicom, Inc. (0777); (xviii) Eureka Broadband Corporation (6004); (xix) Eureka Holdings, LLC (1318); (xx) Eureka Networks, LLC (1244); (xxi) Eureka Telecom, Inc. (3720); (xxii) Eureka Telecom of VA, Inc. (5508); (xxiii) InfoHighway Communications Corporation (0551); (xxiv) Info-Highway International, Inc. (8543); (xxv) InfoHighway of Virginia, Inc. (1600); (xxvi) nex-i.com, inc. (7035); (xxvii) Open Support Systems LLC (9972); and (xxviii) TruCom Corporation (0714). The Debtors executive headquarters address is 800 Westchester Avenue, Rye Brook, NY 10573.

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(c) establishing related notice procedures; and upon consideration of the Motion and all of the pleadings related thereto, including the Declaration of Michael K. Robinson, President and Chief Executive Officer of Broadview Networks Holdings, Inc., in Support of Chapter 11 Petitions and First Day Pleadings, and having heard the statements of counsel and evidence adduced with respect to the Motion at a hearing before the Court (the Hearing); and due and sufficient notice of the Motion having been given; and it appearing that no other or further notice need be provided; and it appearing that the relief requested by the Motion is in the best interests of these estates, their creditors and other parties in interest; and after due deliberation and sufficient cause appearing therefor, it is hereby: ORDERED, ADJUDGED AND DECREED that: 1. 2. The Motion is granted on a final basis to the extent set forth herein. Capitalized terms not otherwise defined herein shall have the meanings

ascribed to such terms in the Motion. 3. Each Senior Secured Noteholder or its transferee, other than the Required

Consenting Noteholders, is hereby ordered to provide the Debtors with its name, address, citizenship, principal business, the principal amount of Senior Secured Notes held by such entity and information regarding whether a foreign entity owns 10% or more of such Senior Secured Noteholder or transferee (the Equityholder Information), upon the request of the Debtors, within seven (7) business days of such request. 4. To the extent that any Senior Secured Noteholder held a principal amount

of Senior Secured Notes greater than $25 million on the date of the entry of the Interim Order, such Senior Secured Noteholder, other than the Required Consenting Noteholders, who has not

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yet provided the Equityholder Information pursuant to the Interim Order, is hereby ordered to provide the Debtors with the Equityholder Information. 5. The Debtors shall serve a copy of the order granting the relief requested in

this Motion on each holder of Senior Secured Notes. 6. In addition to the Equityholder Information specified in paragraph 3 of

this Final Order, holders of Senior Secured Notes shall also provide to the Debtors all cooperation reasonably necessary to prepare and obtain approval of the Debtors Regulatory Applications. 7. Any purchase or sale of Senior Secured Notes during the pendency of

these cases is hereby restricted to the extent such purchase or sale could result in either an entity becoming a Potential Significant Equityholder or a change in the Triggering Status for any entity which has at any point been identified in the Regulatory Applications as a Significant Equityholder. 8. The following Regulatory Trading Procedures shall apply to the trading of

any Senior Secured Notes throughout the pendency of these cases: (i) Senior Secured Notes Acquisition Notice: Prior to the consummation of any transfer of any Senior Secured Notes that would result in either (i) an entity becoming a Potential Significant Equityholder upon emergence, or (ii) a change in the Triggering Status for an entity previously identified as a Significant Equityholder in the Regulatory Applications, the transferee must serve on the Debtors and their counsel a notice substantially in the form attached to the Motion as Exhibit C-1 (the Senior Secured Notes Acquisition Notice), which Senior Secured Notes Acquisition Notice must include a statement by the transferee that it is reasonably likely that the proposed transaction will not require the Debtors to amend the Regulatory Applications and will not adversely affect prosecution by the Debtors or processing by the FCC or PUCs of the Regulatory Applications. Senior Secured Notes Disposition Notice: Prior to the consummation of any transfer of any Senior Secured Notes that would result in a change in the Triggering Status for an entity previously identified as a Significant
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(ii)

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Equityholder in the Regulatory Applications, the transferor must serve on the Debtors and their counsel a notice of the intended transfer substantially in the form attached to the Motion as Exhibit C-2 (the Senior Secured Notes Disposition Notice), which Senior Secured Notes Disposition Notice must include a statement by the transferor that it is reasonably likely that the proposed transaction will not require the Debtors to amend the Regulatory Applications and will not adversely affect prosecution by the Debtors or processing by the FCC or PUCs of the Regulatory Applications. (iii) Objection Procedures: The Debtors shall have five (5) business days after receipt of a Senior Secured Notes Acquisition Notice or a Senior Secured Notes Disposition Notice (each, a Senior Secured Notes Transfer Notice and together the Senior Secured Notes Transfer Notices) to file with the Court and serve on the entity filing the Senior Secured Notes Transfer Notice an objection to the proposed transfer on the grounds that it is not reasonably acceptable to the Debtors. If an objection is filed, such entity shall not proceed with the proposed transaction (or, if such entity does proceed with the proposed transaction, such transaction shall not be effective) unless and until (i) the objection is withdrawn or overruled or (ii) the proposed transaction is approved by a final and nonappealable order of the Bankruptcy Court determining that the proposed acquisition or disposition, as applicable, will not require the Debtors to amend the Regulatory Applications and will not adversely affect prosecution by the Debtors or processing by the FCC or PUCs of the Regulatory Applications; provided that in any hearing on any such objection to a Senior Secured Notes Transfer Notice, the entity filing the Senior Secured Notes Transfer Notice shall bear the burden of proof as to whether a proposed acquisition or disposition, as applicable, will not require the Debtors to amend the Regulatory Applications and will not adversely affect prosecution by the Debtors or processing by the FCC or PUCs of the Regulatory Applications. If no objection to a Senior Secured Notes Transfer Notice is filed within such five (5)business day period or if an objection to a Senior Secured Notes Transfer Notice is filed and later withdrawn, the transaction may proceed solely as set forth in the Senior Secured Notes Transfer Notice. Any further transactions within the scope of this paragraph must comply with the same noticing and five (5)business day objection procedures. The Debtors will reasonably cooperate with any entity that wishes to make an inquiry with the FCC and PUCs the as to whether the transaction proposed in a Senior Secured Notes Transfer Notice would require the Debtors to amend the Regulatory Applications and will not adversely affect prosecution by the Debtors or processing by the FCC or PUCs of the Regulatory Applications. If such entity receives a legally binding determination from the FCC and the PUCs that the proposed transaction would not require the Debtors to amend the Regulatory Applications and will not adversely affect prosecution by the Debtors or processing by the FCC or PUCs of the Regulatory
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Applications, then the Debtors shall not file an objection to the subject Senior Secured Notes Transfer Notice and the Debtors shall withdraw any previously filed objections. 9. Any purchase, sale or other transfer of, or declarations of worthlessness

with respect to, equity securities in the Debtors in violation of the NOL Trading Procedures set forth herein (including the notice requirements set forth in Paragraph 4(a) below), shall be null and void and shall confer no rights on the transferee. 10. securities: (i) Notice of Substantial Equityholder Status. Any person or entity who becomes a Substantial Equityholder (defined below), must file with the Court and serve on the Debtors and their proposed counsel a notice substantially in the form attached to the Motion as Exhibit D-1 (the Substantial Ownership Notice) on or before ten (10) days after that person or entity becomes a Substantial Equityholder. Restrictions and Procedures for Acquiring Stock. Prior to the transfer of equity securities (including Options to acquire stock) that would result in an increase in the amount of Common Stock or Preferred Stock beneficially owned by a Substantial Equityholder, or would result in a person or entity becoming a Substantial Equityholder, such Substantial Equityholder shall file with the Court and serve on the Debtors and their proposed counsel, advance written notice, in the form attached to the Motion as Exhibit D-2 (the Equity Acquisition Notice), of the intended transfer of equity securities of any of the Debtors. Restrictions and Procedures for Trading Stock. Prior to any transfer of equity securities (including options to acquire Stock, as defined below) that would result in a decrease in the amount of Common Stock or Preferred Stock of any of the Debtors, beneficially owned by a Substantial Equityholder, or would result in a person or entity ceasing to be a Substantial Equityholder, such Substantial Equityholder shall file with the Court, and serve upon the Debtors and their proposed counsel, advance written notice, in the form attached to the Motion as Exhibit D-3 (the Equity Disposition Notice, and together with the Substantial Ownership Notice and the Equity Acquisition Notice, each a Substantial Equityholder Notice and collectively, the Substantial Equityholder Notices), of the intended transfer of equity securities of any of the Debtors. The following NOL Trading Procedures shall apply to trading in equity

(ii)

(iii)

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(iv)

Objection Procedures. The Debtors shall have thirty (30) days after receipt of a Substantial Equityholder Notice to file with the Court and serve on such Substantial Equityholder an objection to any proposed transfer of equity securities described in the Substantial Equityholder Notice on the grounds that such transfer may adversely affect the Debtors ability to utilize their tax assets. If the Debtors file an objection, such transaction will not be effective unless approved by a final and nonappealable order of this Court. If the Debtors do not object within such thirty (30) day period, such transaction may proceed solely as set forth in the Substantial Equityholder Notice. Further transactions within the scope of this paragraph shall be the subject of additional notices set forth herein, and shall have an additional thirty (30) day objection period. For purposes of this Motion and the interim and final orders (i) a Substantial Equityholder is any person or entity that beneficially owns (x) at least 458,223 shares (representing approximately 4.75% of all issued and outstanding shares) of any class or series of the Common Stock of the Debtors or (y) at least 16,924 shares (representing approximately 4.75% of all issued and outstanding shares) of any class or series of the Preferred Stock of the Debtors; (ii) beneficial ownership of equity securities shall be determined in accordance with the applicable rules under I.R.C. section 382, and, thus, shall include direct and indirect ownership (e.g., a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries), ownership by such holders family members and persons acting in concert with such holder to make a coordinated acquisition of stock, and ownership shares which such holder has an option to acquire; and (iii) an Option to acquire stock includes any contingent purchase, warrant, convertible debt, put, stock subject to risk of forfeiture, contract to acquire stock or similar interest, regardless of whether it is contingent or otherwise not currently exercisable. The following NOL Trading Procedures shall apply to the claims of a

(v)

11.

deduction for worthlessness: (i) Notice of 50% Shareholder Status. Any person or entity that becomes a 50% Shareholder (defined below) must file with the Court, and serve upon the Debtors and their proposed counsel, a notice of such status in the form attached to the Motion as Exhibit D-4 (the 50% Shareholder Notice), on or before ten (10) days after that person or entity becomes a 50% Shareholder. Restrictions and Procedures for Claiming a Deduction for Worthlessness. Prior to filing any federal tax return, or any amendment to such a return, claiming a deduction for worthlessness of the Common Stock or Preferred Stock of any of the Debtors, for a tax year ending before the Debtors emergence from chapter 11, such 50% Shareholder must file with the
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(ii)

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Court and serve upon the Debtors and their proposed counsel, a notice of the intended claim of worthlessness, in the form attached to the Motion as Exhibit D-5 (the Declaration of Intent, and together with the 50% Shareholder Notice, each a Deduction Notice and collectively, the Deduction Notices). (iii) Objection Procedures. The Debtors shall have thirty (30) days after receipt of a Deduction Notice to file with the Court and serve on such 50% Shareholder an objection to any proposed claim of worthlessness described in the Declaration of Intent on the grounds that such claim might adversely affect the Debtors ability to utilize its tax assets. If the Debtors file an objection, the filing of the return with such claim will not be effective unless approved by a final and nonappealable order of this Court. If the Debtors do not object within such thirty (30) day period, the filing of the return with such claim would be permitted solely as set forth in the Declaration of Intent. The filing of additional returns within the scope of this paragraph shall be the subject of additional notices set forth herein, and shall have an additional thirty (30) day objection period. For purposes of this Motion and the interim and final orders (i) a 50% Shareholder is any person or entity that, at any time during the threeyear period prior to the Petition Date, has beneficially owned either 50% or more of the Stock; (ii) beneficial ownership of equity securities shall be determined in accordance with the applicable rules under I.R.C. section 382, and, thus, shall include direct and indirect ownership (e.g., a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries), ownership by such holders family members and persons acting in concert with such holder to make a coordinated acquisition of stock, and ownership shares which such holder has an option to acquire; and (iii) an Option to acquire stock includes any contingent purchase, warrant, convertible debt, put, stock subject to risk of forfeiture, contract to acquire stock or similar interest, regardless of whether it is contingent or otherwise not currently exercisable. The forms of the Senior Secured Notes Acquisition Notice, Senior

(iv)

12.

Secured Notes Disposition Notice, Substantial Ownership Notice, Equity Acquisition Notice, Equity Disposition Notice, 50% Shareholder Notice and the Declaration of Intent attached to the Motion as Exhibits C-1 and C-2, and Exhibits D-1 through D-5, respectively, including any ministerial or non-substantive changes that may be made, are hereby approved. 13. The Debtors shall serve a copy of this Final Order setting forth the

Trading Procedures authorized herein on: (a) the Office of the United States Trustee; (b) the
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United States Securities and Exchange Commission; (c) the Office of the United States Attorney General for the Southern District of New York; (d) the Internal Revenue Service; (e) the Debtors thirty (30) largest unsecured creditors on a consolidated basis; (f) counsel to the administrative agent under the Debtors prepetition and postpetition revolving credit agreements; (g) counsel to the Required Consenting Noteholders; (h) significant holders of Stock; (i) significant holders of Senior Secured Notes known to the Debtors; and (j) counsel to the Indenture Trustee. 14. Upon receipt of the Final Order, any transfer agent(s) for any Stock will be

required, on at least a quarterly basis, to send such Final Order to all holders of stock registered with such transfer agent. Any such registered holder must, in turn, promptly provide such Final Order to any holder for whose account such registered holder holds such stock, and so on down the chain of ownership. 15. Any person, entity, broker or agent acting on behalf of the holder who

sells shares of Common Stock or Preferred Stock to another person or entity must provide a copy of the Final Order to such purchaser or any broker or agent acting on such purchasers behalf. 16. The requirements set forth in this Interim Order are in addition to the

requirements of Bankruptcy Rule 3001(e), applicable securities, corporate and other laws, and do not excuse compliance therewith. 17. Any of the Debtors may waive in writing any and all restrictions, stays and

notification procedures contained in this Interim Order. 18. Objections to entry of the relief requested in the Motion on a final basis

(the Objections) shall be filed with the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, NY 10004, and served upon: (a) the

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Office of the United States Trustee for the Southern District of New York, 33 Whitehall Street, 21st Floor, New York, New York 10004, Attn: Michael Driscoll, Esq. and Richard Morrissey, Esq. (by a hard copy, with all exhibits); (b) attorneys for the Debtors, Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019-6099, Attn: Rachel C. Strickland, Esq. and Jennifer J. Hardy, Esq., (c) the attorneys for any committee of unsecured creditors then appointed in these cases, (d) counsel to the administrative agent under the Debtors prepetition and postpetition revolving credit agreements; (e) counsel to the Required Consenting Noteholders; and (f) the Debtors authorized notice agent, Kurtzman Carson Consultants LLC, by 4:00 p.m. (prevailing Eastern Time) on _____ __, 2012 (the Objection Deadline). 19. If Objections are timely received in accordance with this Final Order, a

hearing to consider entry of an order granting the relief requested in the Motion on a final basis shall be held on [____], 2012 at [_____] (the Final Hearing). 20. Bankruptcy Rule 6004(a) is waived for the purposes of the Motion, and

notwithstanding any applicability of Bankruptcy Rule 6004(h), this Final Order shall be immediately effective and enforceable upon its entry. 21. The Court shall retain jurisdiction with respect to any matters, claims,

rights or disputes arising from or related to the implementation of this Final Order. New York, New York Dated: __________________, 2012 UNITED STATES BANKRUPTCY JUDGE

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Exhibit C-1 Senior Secured Notes Acquisition Notice

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------x In re : : Broadview Networks Holdings, Inc., et al.,1 : : Debtors. : ------------------------------------------------------x

Chapter 11 Case No. 12-__________ ( ) (Joint Administration Pending)

ACQUISITION NOTICE OF [TRANSFEREE] IN ACCORDANCE WITH THE INTERIM ORDER (A) REQUIRING CERTAIN ENTITIES TO PROVIDE INFORMATION PURSUANT TO BANKRUPTCY RULE 2004, (B) RESTRICTING THE PURCHASE OR SALE OF CERTAIN CLAIMS AGAINST, AND EQUITY SECURITIES IN, THE DEBTORS, AND (C) ESTABLISHING NOTIFICATION AND HEARING PROCEDURES FOR RELIEF FROM THE RESTRICTIONS ON THE PURCHASE OR SALE OF CERTAIN CLAIMS AGAINST, OR EQUITY SECURITIES IN, THE DEBTORS PLEASE TAKE NOTICE that, pursuant to that Interim Order (A) Requiring Certain Entities To Provide Information Pursuant to Bankruptcy Rule 2004, (B) Restricting the Purchase or Sale of Certain Claims Against, and Equity Securities in, the Debtors, and (C) Establishing Notification and Hearing Procedures for Relief from the Restrictions on the Purchase or Sale of Certain Claims Against, or Equity Securities in, the Debtors [Docket No. ] (the Trading Procedures Order),2 [name of prospective transferee] hereby provides notice of its intention to purchase, acquire or otherwise accumulate one or more Senior Secured Notes of the above-captioned debtors and debtors in possession (collectively, the Debtors) in the above-captioned bankruptcy cases pending in the United States Bankruptcy Court for the Southern District of New York (the Court).
1

The last four digits of the taxpayer identification numbers of the Debtors follow in parentheses: (i) Broadview Networks Holdings, Inc. (0798); (ii) A.R.C. Networks, Inc. (0814); (iii) ARC Networks, Inc. (4934); (iv) ATX Communications, Inc. (2245); (v) ATX Licensing, Inc. (9838); (vi) ATX Telecommunications Services of Virginia, LLC (3888); (vii) BridgeCom Holdings, Inc. (2965); (viii) BridgeCom International, Inc. (3985); (ix) BridgeCom Solutions Group, Inc. (3989); (x) Broadview Networks, Inc. (1082); (xi) Broadview Networks of Massachusetts, Inc. (8054); (xii) Broadview Networks of Virginia, Inc. (6404); (xiii) Broadview NP Acquisition Corp. (2734); (xiv) BV-BC Acquisition Corporation (7846); (xv) CoreComm-ATX, Inc. (0529); (xvi) CoreComm Communications, LLC (2077); (xvii) Digicom, Inc. (0777); (xviii) Eureka Broadband Corporation (6004); (xix) Eureka Holdings, LLC (1318); (xx) Eureka Networks, LLC (1244); (xxi) Eureka Telecom, Inc. (3720); (xxii) Eureka Telecom of VA, Inc. (5508); (xxiii) InfoHighway Communications Corporation (0551); (xxiv) Info-Highway International, Inc. (8543); (xxv) InfoHighway of Virginia, Inc. (1600); (xxvi) nex-i.com, inc. (7035); (xxvii) Open Support Systems LLC (9972); and (xxviii) TruCom Corporation (0714). The Debtors executive headquarters address is 800 Westchester Avenue, Rye Brook, NY 10573. Capitalized terms not defined herein shall have the meanings ascribed to them in the Trading Procedures Order.

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PLEASE TAKE FURTHER NOTICE that [name of prospective transferee] currently holds $____ of Senior Secured Notes. PLEASE TAKE FURTHER NOTICE that pursuant to the proposed transfer, [Name of prospective transferee] proposes to purchase, acquire or otherwise accumulate $____ of Senior Secured Notes. If the proposed transfer is permitted to occur, [name of prospective transferee] will beneficially hold $____ of Senior Secured Notes after the transfer. PLEASE TAKE FURTHER NOTICE that it is reasonably likely that the proposed transfer will not require the Debtors to amend the Regulatory Applications and will not adversely affect prosecution by the Debtors or processing by the FCC or PUCs of the Regulatory Applications. PLEASE TAKE FURTHER NOTICE that pursuant to the Trading Procedures Order, this Notice is being (a) filed with the Court, (b) served upon proposed counsel to the Debtors, Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 100196099, Attn: Rachel C. Strickland, Esq. and Jennifer J. Hardy, Esq.. The Debtors have five (5) business days after receipt of this Notice to file with the Court and serve on the prospective transferee filing this Notice an objection to the proposed transfer on the grounds that it is not reasonably acceptable to Debtors. If an objection is filed, the prospective transferee may not proceed with the proposed transfer (or if the prospective transferee does proceed with the proposed transfer, such transaction shall not be effective) unless and until (i) the objection is withdrawn or overruled or (ii) the proposed transaction is approved by a final and nonappealable order of the Bankruptcy Court determining that the proposed transfer will not require the Debtors to amend the Regulatory Applications and will not adversely affect prosecution by the Debtors or processing by the FCC or PUCs of the Regulatory Applications; provided that in any hearing on any such objection to this Notice, the prospective transferee filing this Notice bears the burden of proof as to whether the proposed transfer will not require the Debtors to amend the Regulatory Applications and will not adversely affect prosecution by the Debtors or processing by the FCC or PUCs of the Regulatory Applications. If no objection to this Notice is filed within such five (5) business day period or if an objection to this Notice is filed and later withdrawn, the proposed transfer may proceed solely as set forth in this Notice. Any further transactions within the scope of this paragraph must comply with the same noticing and five (5) business day objection procedures. Under penalties of perjury, [name of prospective transferee] hereby declares that it has examined this Notice and accompanying attachments (if any), and, to the best of its knowledge and belief, this Notice and any attachments which purport to be part of this Notice are true, correct, and complete. The undersigned prospective transferee understands that further transactions that may result in [name of prospective transferee] purchasing, acquiring or otherwise accumulating additional Senior Secured Notes against the Debtors may require an additional notice filed with the Court to be served in a similar manner as this Notice.

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Respectfully submitted, ____________________________________ (Name of prospective transferee) Taxpayer Identification Number: ________ By: ________________________________ Name: ______________________________ Title: _______________________________ Address: ____________________________ ____________________________________ ____________________________________ Telephone: __________________________ Facsimile: ___________________________ Date: ____________________

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Exhibit C-2 Senior Secured Notes Disposition Notice

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------x In re : : Broadview Networks Holdings, Inc., et al.,1 : : Debtors. : ------------------------------------------------------x

Chapter 11 Case No. 12-__________ ( ) (Joint Administration Pending)

DISPOSITION NOTICE OF [TRANSFEROR] IN ACCORDANCE WITH THE INTERIM ORDER (A) REQUIRING CERTAIN ENTITIES TO PROVIDE INFORMATION PURSUANT TO BANKRUPTCY RULE 2004, (B) RESTRICTING THE PURCHASE OR SALE OF CERTAIN CLAIMS AGAINST, AND EQUITY SECURITIES IN, THE DEBTORS, AND (C) ESTABLISHING NOTIFICATION AND HEARING PROCEDURES FOR RELIEF FROM THE RESTRICTIONS ON THE PURCHASE OR SALE OF CERTAIN CLAIMS AGAINST, OR EQUITY SECURITIES IN, THE DEBTORS PLEASE TAKE NOTICE that, pursuant to that Interim Order (A) Requiring Certain Entities To Provide Information Pursuant to Bankruptcy Rule 2004, (B) Restricting the Purchase or Sale of Certain Claims Against, and Equity Securities in, the Debtors, and (C) Establishing Notification and Hearing Procedures for Relief from the Restrictions on the Purchase or Sale of Certain Claims Against, or Equity Securities in, the Debtors [Docket No. ] (the Trading Procedures Order),2 [Name of prospective transferor] hereby provides notice of its intention to sell, trade, or otherwise transfer one or more Senior Secured Notes of the abovecaptioned debtors and debtors in possession (collectively, the Debtors) in the above-captioned bankruptcy case pending in the United States Bankruptcy Court for the Southern District of New York (the Court).
1

The last four digits of the taxpayer identification numbers of the Debtors follow in parentheses: (i) Broadview Networks Holdings, Inc. (0798); (ii) A.R.C. Networks, Inc. (0814); (iii) ARC Networks, Inc. (4934); (iv) ATX Communications, Inc. (2245); (v) ATX Licensing, Inc. (9838); (vi) ATX Telecommunications Services of Virginia, LLC (3888); (vii) BridgeCom Holdings, Inc. (2965); (viii) BridgeCom International, Inc. (3985); (ix) BridgeCom Solutions Group, Inc. (3989); (x) Broadview Networks, Inc. (1082); (xi) Broadview Networks of Massachusetts, Inc. (8054); (xii) Broadview Networks of Virginia, Inc. (6404); (xiii) Broadview NP Acquisition Corp. (2734); (xiv) BV-BC Acquisition Corporation (7846); (xv) CoreComm-ATX, Inc. (0529); (xvi) CoreComm Communications, LLC (2077); (xvii) Digicom, Inc. (0777); (xviii) Eureka Broadband Corporation (6004); (xix) Eureka Holdings, LLC (1318); (xx) Eureka Networks, LLC (1244); (xxi) Eureka Telecom, Inc. (3720); (xxii) Eureka Telecom of VA, Inc. (5508); (xxiii) InfoHighway Communications Corporation (0551); (xxiv) Info-Highway International, Inc. (8543); (xxv) InfoHighway of Virginia, Inc. (1600); (xxvi) nex-i.com, inc. (7035); (xxvii) Open Support Systems LLC (9972); and (xxviii) TruCom Corporation (0714). The Debtors executive headquarters address is 800 Westchester Avenue, Rye Brook, NY 10573. Capitalized terms not defined herein shall have the meanings ascribed to them in the Trading Procedures Order.

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PLEASE TAKE FURTHER NOTICE that [name of prospective transferor] currently holds $_______ of Senior Secured Notes. PLEASE TAKE FURTHER NOTICE that, pursuant to the proposed transfer, [name of prospective transferor] proposes to sell, trade or otherwise transfer $ ______ of Senior Secured Notes. If the proposed transfer is permitted to occur, [name of prospective transferor] will hold $ ______ of Senior Secured Notes after the transfer. PLEASE TAKE FURTHER NOTICE that it is reasonably likely that the proposed transfer will not require the Debtors to amend the Regulatory Applications and will not adversely affect prosecution by the Debtors or processing by the FCC or PUCs of the Regulatory Applications. PLEASE TAKE FURTHER NOTICE that pursuant to the Trading Procedures Order, this Notice is being (a) filed with the Court and (b) served upon proposed counsel to the Debtors, Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 100196099, Attn: Rachel C. Strickland, Esq. and Jennifer J. Hardy, Esq.. The Debtors have five (5) business days after receipt of this Notice to file with the Court and serve on the prospective transferor filing this Notice an objection to the proposed transfer on the grounds that it is not reasonably acceptable to Debtors. If an objection is filed, the prospective transferor may not proceed with the proposed transfer (or if the prospective transferor does proceed with the proposed transfer, such transaction shall not be effective) unless and until (i) the objection is withdrawn or overruled or (ii) the proposed transaction is approved by a final and nonappealable order of the Bankruptcy Court determining that the proposed transfer will not require the Debtors to amend the Regulatory Applications and will not adversely affect prosecution by the Debtors or processing by the FCC or PUCs of the Regulatory Applications; provided that in any hearing on any such objection to this Notice, the prospective transferor filing this Notice bears the burden of proof as to whether the proposed transfer will not require the Debtors to amend the Regulatory Applications and will not adversely affect prosecution by the Debtors or processing by the FCC or PUCs of the Regulatory Applications. If no objection to this Notice is filed within such five (5) business day period or if an objection to this Notice is filed and later withdrawn, the proposed transfer may proceed solely as set forth in this Notice. Any further transactions within the scope of this paragraph must comply with the same noticing and five (5) business day objection procedures. Under penalties of perjury, [Name of prospective transferor] hereby declares that it has examined this Notice and accompanying attachments (if any), and, to the best of its knowledge and belief, this Notice and any attachments which purport to be part of this Notice are true, correct and complete. The undersigned prospective transferor understands that further transactions that may result in [Name of prospective transferor] purchasing, acquiring or otherwise accumulating additional Senior Secured Notes may require an additional notice filed with the Court to be served in a similar manner as this Notice.

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Respectfully submitted, ____________________________________ (Name of prospective Transferor) Taxpayer Identification Number: ________ By: ________________________________ Name: ______________________________ Title: _______________________________ Address: ____________________________ ____________________________________ ____________________________________ Telephone: __________________________ Facsimile: ___________________________ Date: ____________________

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Exhibit D-1 Substantial Ownership Notice

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------x In re : : Broadview Networks Holdings, Inc., et al.,1 : : Debtors. : ------------------------------------------------------x

Chapter 11 Case No. 12-__________ ( ) (Joint Administration Pending)

NOTICE OF SUBSTANTIAL EQUITYHOLDER STATUS PLEASE TAKE NOTICE that [Name of Securityholder] (Holder) has become a Substantial Equityholder with respect to the equity interests in Broadview Networks Holdings, Inc. (BVNH) and its subsidiaries in the above-referenced chapter 11 cases, as debtors and debtors in possession (collectively, the Debtors) in Case No. 12-[ ], pending in the United States Bankruptcy Court for the Southern District of New York. PLEASE TAKE FURTHER NOTICE that, pursuant to that certain Debtors Motion Pursuant to Sections 105(a) and 362 of the Bankruptcy Code for an Interim Order (A) Requiring Certain Entities To Provide Information Pursuant to Bankruptcy Rule 2004, (B) Restricting the Purchase or Sale of Certain Claims Against, and Equity Securities in, the Debtors, and (C) Establishing Notification and Hearing Procedures for Relief from the Restrictions on the Purchase or Sale of Certain Claims Against, or Equity Securities in, the Debtors [Docket No. ] (the Motion) and the order of the Bankruptcy Court made pursuant to the Motion (the Order), this Notice is being (a) filed with the United States Bankruptcy Court for the Southern District of New York and (b) served upon (i) the Debtors, c/o Broadview Networks Holdings, Inc., 800 Westchester Avenue, Rye Brook, NY 10573 (Attn: Charles Hunter, Esq.); and (ii) Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, NY 10019 (Attn: Rachel C. Strickland, Esq. and Jennifer J. Hardy, Esq.), proposed counsel to the Debtors. PLEASE TAKE FURTHER NOTICE that, as of [Insert Date], Holder beneficially owns equity interests in the aggregate amount of $ _____________ against the
1

The last four digits of the taxpayer identification numbers of the Debtors follow in parentheses: (i) Broadview Networks Holdings, Inc. (0798); (ii) A.R.C. Networks, Inc. (0814); (iii) ARC Networks, Inc. (4934); (iv) ATX Communications, Inc. (2245); (v) ATX Licensing, Inc. (9838); (vi) ATX Telecommunications Services of Virginia, LLC (3888); (vii) BridgeCom Holdings, Inc. (2965); (viii) BridgeCom International, Inc. (3985); (ix) BridgeCom Solutions Group, Inc. (3989); (x) Broadview Networks, Inc. (1082); (xi) Broadview Networks of Massachusetts, Inc. (8054); (xii) Broadview Networks of Virginia, Inc. (6404); (xiii) Broadview NP Acquisition Corp. (2734); (xiv) BV-BC Acquisition Corporation (7846); (xv) CoreComm-ATX, Inc. (0529); (xvi) CoreComm Communications, LLC (2077); (xvii) Digicom, Inc. (0777); (xviii) Eureka Broadband Corporation (6004); (xix) Eureka Holdings, LLC (1318); (xx) Eureka Networks, LLC (1244); (xxi) Eureka Telecom, Inc. (3720); (xxii) Eureka Telecom of VA, Inc. (5508); (xxiii) InfoHighway Communications Corporation (0551); (xxiv) Info-Highway International, Inc. (8543); (xxv) InfoHighway of Virginia, Inc. (1600); (xxvi) nex-i.com, inc. (7035); (xxvii) Open Support Systems LLC (9972); and (xxviii) TruCom Corporation (0714). The Debtors executive headquarters address is 800 Westchester Avenue, Rye Brook, NY 10573.

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Debtors. As to such equity interests, the following table sets forth, by class or other applicable breakdown, the name of the Debtor issuer, a description of the equity interests (including the amount of the equity interests held of the issuer), and, if the Holders beneficial ownership of such equity interests is attributable to the record or legal ownership by another person or Entity, the name of such record or legal owner. All terms not expressly defined in this Notice shall be construed to have the same meaning as such terms have in the Order: Debtor Issuer Class Description and Amount of Security Legal or Record Owner

(Attach additional page if necessary) PLEASE TAKE FURTHER NOTICE that the following table sets forth a summary of the protected amount for each class (or other applicable breakdown) of equity interests listed above (as defined in the Order), and that Holder will provide any additional information in respect of the equity interests that the Debtors reasonably request. Debtor Issuer Class Protected Amount

(Attach additional page if necessary) PLEASE TAKE FURTHER NOTICE that the taxpayer identification number of Holder is _______________. PLEASE TAKE FURTHER NOTICE that, under penalties of perjury, Holder hereby declares that it has examined this Notice and accompanying attachments (if any), and, to the best of its knowledge and belief, this Notice and any attachments that purport to be part of this Notice are true, correct and complete. This Notice is given in addition to, and not as a substitute for, any requisite notice under Rule 3001(e) of the Federal Rules of Bankruptcy Procedure. [IF APPLICABLE] I am represented by [name of the law firm], [address], [phone], (Attn: [name]).

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Respectfully submitted,

(Name of Securityholder) By: Name: Title:

Address:

Telephone: Facsimile: Date:_______________

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Exhibit D-2 Equity Acquisition Notice

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------x In re : : Broadview Networks Holdings, Inc., et al.,1 : : Debtors. : ------------------------------------------------------x

Chapter 11 Case No. 12-__________ ( ) (Joint Administration Pending)

NOTICE OF INTENT TO PURCHASE, ACQUIRE OR OTHERWISE ACCUMULATE STOCK

PLEASE TAKE NOTICE THAT [Name of Prospective Acquirer] hereby provides notice of its intention to purchase, acquire or otherwise accumulate one or more shares of Broadview Networks Holdings, Inc. (BVNH) Class A common stock (the BVNH Class A Common Stock), BVNH Class B common stock (the BVNH Class B Common Stock), BVNH Series A preferred stock (BVNH Series A Preferred Stock), BVNH Series A-1 preferred stock (BVNH Series A-1 Preferred Stock), BVNH Series B preferred stock (BVNH Series B Preferred Stock), BVNH Series B-1 preferred stock (BVNH Series B-1 Preferred Stock) or BVNH Series C preferred stock (BVNH Series C Preferred Stock and, together with BVNH Class A Common Stock, BVNH Class B Common Stock, BVNH Series A Preferred Stock, BVNH Series A-1 Preferred Stock, BVNH Series B Preferred Stock and BVNH Series B-1 Preferred Stock, BVNH Stock) or an option (as defined below) with respect to any of the foregoing (the Proposed Transfer). PLEASE TAKE FURTHER NOTICE THAT [Name of Prospective Acquirer] currently beneficially owns: (i) ______________ shares of [BVNH Class A Common Stock] and/or Options to acquire ______________ shares of [BVNH Class A Common Stock],

The last four digits of the taxpayer identification numbers of the Debtors follow in parentheses: (i) Broadview Networks Holdings, Inc. (0798); (ii) A.R.C. Networks, Inc. (0814); (iii) ARC Networks, Inc. (4934); (iv) ATX Communications, Inc. (2245); (v) ATX Licensing, Inc. (9838); (vi) ATX Telecommunications Services of Virginia, LLC (3888); (vii) BridgeCom Holdings, Inc. (2965); (viii) BridgeCom International, Inc. (3985); (ix) BridgeCom Solutions Group, Inc. (3989); (x) Broadview Networks, Inc. (1082); (xi) Broadview Networks of Massachusetts, Inc. (8054); (xii) Broadview Networks of Virginia, Inc. (6404); (xiii) Broadview NP Acquisition Corp. (2734); (xiv) BV-BC Acquisition Corporation (7846); (xv) CoreComm-ATX, Inc. (0529); (xvi) CoreComm Communications, LLC (2077); (xvii) Digicom, Inc. (0777); (xviii) Eureka Broadband Corporation (6004); (xix) Eureka Holdings, LLC (1318); (xx) Eureka Networks, LLC (1244); (xxi) Eureka Telecom, Inc. (3720); (xxii) Eureka Telecom of VA, Inc. (5508); (xxiii) InfoHighway Communications Corporation (0551); (xxiv) Info-Highway International, Inc. (8543); (xxv) InfoHighway of Virginia, Inc. (1600); (xxvi) nex-i.com, inc. (7035); (xxvii) Open Support Systems LLC (9972); and (xxviii) TruCom Corporation (0714). The Debtors executive headquarters address is 800 Westchester Avenue, Rye Brook, NY 10573.

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(ii) ______________ shares of [BVNH Class B Common Stock] and/or Options to acquire ______________ shares of [BVNH Class B Common Stock], (iii) ______________ shares of [BVNH Series A Preferred Stock] and/or Options to acquire _______________ shares of [BVNH Series A Preferred Stock], (iv) ______________ shares of [BVNH Series A-1 Preferred Stock] and/or Options to acquire _______________ shares of [BVNH Series A-1 Preferred Stock], (v) ______________ shares of [BVNH Series B Preferred Stock] and/or Options to acquire _______________ shares of [BVNH Series B Preferred Stock], (vi) ______________ shares of [BVNH Series B-1 Preferred Stock] and/or Options to acquire _______________ shares of [BVNH Series B-1 Preferred Stock], (vii) ______________ shares of [BVNH Series C Preferred Stock] and/or Options to acquire _____________ shares of [BVNH Series C Preferred Stock]. PLEASE TAKE FURTHER NOTICE THAT, pursuant to the Proposed Transfer, [Name of Prospective Acquirer] proposes to purchase, acquire or otherwise accumulate: (i) ______________ shares of [BVNH Class A Common Stock] and/or Options to acquire ______________ shares of [BVNH Class A Common Stock], (ii) ______________ shares of [BVNH Class B Common Stock] and/or Options to acquire ______________ shares of [BVNH Class B Common Stock], (iii) ______________ shares of [BVNH Series A Preferred Stock] and/or Options to acquire _______________ shares of [BVNH Series A Preferred Stock], (iv) ______________ shares of [BVNH Series A-1 Preferred Stock] and/or Options to acquire _______________ shares of [BVNH Series A-1 Preferred Stock], (v) ______________ shares of [BVNH Series B Preferred Stock] and/or Options to acquire _______________ shares of [BVNH Series B Preferred Stock], (vi) ______________ shares of [BVNH Series B-1 Preferred Stock] and/or Options to acquire _______________ shares of [BVNH Series B-1 Preferred Stock],

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(vii) ______________ shares of [BVNH Series C Preferred Stock] and/or Options to acquire _____________ shares of [BVNH Series C Preferred Stock]. If the Proposed Transfer is permitted to occur, [Name of Prospective Acquirer] will own: (i) ______________ shares of [BVNH Class A Common Stock] and/or Options to acquire ______________ shares of [BVNH Class A Common Stock], (ii) ______________ shares of [BVNH Class B Common Stock] and/or Options to acquire ______________ shares of [BVNH Class B Common Stock], (iii) ______________ shares of [BVNH Series A Preferred Stock] and/or Options to acquire _______________ shares of [BVNH Series A Preferred Stock], (iv) ______________ shares of [BVNH Series A-1 Preferred Stock] and/or Options to acquire _______________ shares of [BVNH Series A-1 Preferred Stock], (v) ______________ shares of [BVNH Series B Preferred Stock] and/or Options to acquire _______________ shares of [BVNH Series B Preferred Stock], (vi) ______________ shares of [BVNH Series B-1 Preferred Stock] and/or Options to acquire _______________ shares of [BVNH Series B-1 Preferred Stock], (vii) ______________ shares of [BVNH Series C Preferred Stock] and/or Options to acquire _____________ shares of [BVNH Series C Preferred Stock]. PLEASE TAKE FURTHER NOTICE that the Debtors have thirty (30) days after the filing of this Notice to approve the Proposed Transfer described herein. If the Debtors do not approve the Proposed Transaction in this time, such Proposed Transfer shall be deemed rejected. PLEASE TAKE FURTHER NOTICE that any further transactions contemplated by [Name of Prospective Acquirer] that may result in [Name of Prospective Acquirer] purchasing, acquiring or otherwise accumulating shares of BVNH Stock (or Options with respect thereto) will each require an additional notice filed with the Court to be served in the same manner as this Notice. For purposes of this Notice, (a) Ownership (or any variation thereof) of BVNH Stock and Options to acquire BVNH Stock) shall be determined in accordance with applicable rules under section 382 of title 26 of the United States Code (the Tax Code), the U.S. Department of Treasury regulations (Treasury Regulations) promulgated thereunder and rulings issued by the Internal Revenue Service, and, thus, to the extent provided in those rules,
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from time to time shall include, without limitation, (i) direct and indirect ownership (e.g., a holding company would be considered to beneficially own all stock owned or acquired by its subsidiaries), (ii) ownership by a holders family members and any group of persons acting pursuant to a formal or informal understanding to make a coordinated acquisition of stock and (iii) in certain cases, the ownership of an Option to acquire BVNH Stock, and (b) an Option to acquire stock includes any contingent purchase, warrant, convertible debt, put, stock subject to risk of forfeiture, contract to acquire stock or similar interest, regardless of whether it is contingent or otherwise not currently exercisable. PLEASE TAKE FURTHER NOTICE THAT [Name of Prospective Acquirer]s taxpayer identification number is_________________. PLEASE TAKE FURTHER NOTICE that, pursuant to the Debtors Motion Pursuant to Sections 105(a) and 362 of the Bankruptcy Code for an Interim Order (A) Requiring Certain Entities To Provide Information Pursuant to Bankruptcy Rule 2004, (B) Restricting the Purchase or Sale of Certain Claims Against, and Equity Securities in, the Debtors, and (C) Establishing Notification and Hearing Procedures for Relief from the Restrictions on the Purchase or Sale of Certain Claims Against, or Equity Securities in, the Debtors [Docket No. ] (the Motion) and the order of the Bankruptcy Court made pursuant to the Motion (the Order), this Notice is being (a) filed with the United States Bankruptcy Court for the Southern District of New York and (b) served upon (i) the Debtors, c/o Broadview Networks Holdings, Inc., 800 Westchester Avenue, Rye Brook, NY 10573 (Attn: Charles Hunter, Esq.); and (ii) Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, NY 10019 (Attn: Rachel C. Strickland, Esq. and Jennifer J. Hardy, Esq.), proposed counsel to the Debtors. PLEASE TAKE FURTHER NOTICE that, under penalties of perjury, [Name of Prospective Acquirer] hereby declares that it has examined this Notice and accompanying attachments (if any), and, to the best of its knowledge and belief, this Notice and any attachments which purport to be part of this Notice are true, correct and complete. This Notice is given in addition to, and not as a substitute for, any requisite notice under Rule 3001(e) of the Federal Rules of Bankruptcy Procedure. [IF APPLICABLE] I am represented by [name of the law firm], [address], [phone], (Attn: [name]).

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Respectfully submitted,

(Name of Prospective Acquirer) By: Name: Title:

Address:

Telephone: Facsimile: Date:_______________

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Exhibit D-3 Equity Disposition Notice

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------x In re : : Broadview Networks Holdings, Inc., et al.,1 : : Debtors. : ------------------------------------------------------x

Chapter 11 Case No. 12-__________ ( ) (Joint Administration Pending)

NOTICE OF INTENT TO SELL, TRADE OR OTHERWISE TRANSFER STOCK

PLEASE TAKE NOTICE THAT [Name of Prospective Seller] hereby provides notice of its intention to sell, trade or otherwise transfer one or more shares of Broadview Networks Holdings, Inc., (BVNH) Class A common stock (the BVNH Class A Common Stock), BVNH Class B common stock (the BVNH Class B Common Stock), BVNH Series A preferred stock (BVNH Series A Preferred Stock), BVNH Series A-1 preferred stock (BVNH Series A-1 Preferred Stock), BVNH Series B preferred stock (BVNH Series B Preferred Stock), BVNH Series B-1 preferred stock (BVNH Series B-1 Preferred Stock) or BVNH Series C preferred stock (BVNH Series C Preferred Stock and, together with BVNH Class A Common Stock, BVNH Class B Common Stock, BVNH Series A Preferred Stock, BVNH Series A-1 Preferred Stock, BVNH Series B Preferred Stock and BVNH Series B1 Preferred Stock, BVNH Stock) or an option (as defined below) with respect to any of the foregoing (the Proposed Transfer). PLEASE TAKE FURTHER NOTICE THAT [Name of Prospective Seller] currently beneficially owns: (i) ______________ shares of [BVNH Class A Common Stock] and/or Options to acquire ______________ shares of [BVNH Class A Common Stock],

The last four digits of the taxpayer identification numbers of the Debtors follow in parentheses: (i) Broadview Networks Holdings, Inc. (0798); (ii) A.R.C. Networks, Inc. (0814); (iii) ARC Networks, Inc. (4934); (iv) ATX Communications, Inc. (2245); (v) ATX Licensing, Inc. (9838); (vi) ATX Telecommunications Services of Virginia, LLC (3888); (vii) BridgeCom Holdings, Inc. (2965); (viii) BridgeCom International, Inc. (3985); (ix) BridgeCom Solutions Group, Inc. (3989); (x) Broadview Networks, Inc. (1082); (xi) Broadview Networks of Massachusetts, Inc. (8054); (xii) Broadview Networks of Virginia, Inc. (6404); (xiii) Broadview NP Acquisition Corp. (2734); (xiv) BV-BC Acquisition Corporation (7846); (xv) CoreComm-ATX, Inc. (0529); (xvi) CoreComm Communications, LLC (2077); (xvii) Digicom, Inc. (0777); (xviii) Eureka Broadband Corporation (6004); (xix) Eureka Holdings, LLC (1318); (xx) Eureka Networks, LLC (1244); (xxi) Eureka Telecom, Inc. (3720); (xxii) Eureka Telecom of VA, Inc. (5508); (xxiii) InfoHighway Communications Corporation (0551); (xxiv) Info-Highway International, Inc. (8543); (xxv) InfoHighway of Virginia, Inc. (1600); (xxvi) nex-i.com, inc. (7035); (xxvii) Open Support Systems LLC (9972); and (xxviii) TruCom Corporation (0714). The Debtors executive headquarters address is 800 Westchester Avenue, Rye Brook, NY 10573.

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(ii) ______________ shares of [BVNH Class B Common Stock] and/or Options to acquire ______________ shares of [BVNH Class B Common Stock], (iii) ______________ shares of [BVNH Series A Preferred Stock] and/or Options to acquire _______________ shares of [BVNH Series A Preferred Stock], (iv) ______________ shares of [BVNH Series A-1 Preferred Stock] and/or Options to acquire _______________ shares of [BVNH Series A-1 Preferred Stock], (v) ______________ shares of [BVNH Series B Preferred Stock] and/or Options to acquire _______________ shares of [BVNH Series B Preferred Stock], (vi) ______________ shares of [BVNH Series B-1 Preferred Stock] and/or Options to acquire _______________ shares of [BVNH Series B-1 Preferred Stock], (vii) ______________ shares of [BVNH Series C Preferred Stock] and/or Options to acquire _____________ shares of [BVNH Series C Preferred Stock]. PLEASE TAKE FURTHER NOTICE THAT, pursuant to the Proposed Transfer, [Name of Prospective Seller] proposes to sell, trade or otherwise transfer: (i) ______________ shares of [BVNH Class A Common Stock] and/or Options to acquire ______________ shares of [BVNH Class A Common Stock], (ii) ______________ shares of [BVNH Class B Common Stock] and/or Options to acquire ______________ shares of [BVNH Class B Common Stock], (iii) ______________ shares of [BVNH Series A Preferred Stock] and/or Options to acquire _______________ shares of [BVNH Series A Preferred Stock], (iv) ______________ shares of [BVNH Series A-1 Preferred Stock] and/or Options to acquire _______________ shares of [BVNH Series A-1 Preferred Stock], (v) ______________ shares of [BVNH Series B Preferred Stock] and/or Options to acquire _______________ shares of [BVNH Series B Preferred Stock], (vi) ______________ shares of [BVNH Series B-1 Preferred Stock] and/or Options to acquire _______________ shares of [BVNH Series B-1 Preferred Stock],

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(vii) ______________ shares of [BVNH Series C Preferred Stock] and/or Options to acquire _____________ shares of [BVNH Series C Preferred Stock]. If the Proposed Transfer is permitted to occur, [Name of Prospective Seller] will own: (i) ______________ shares of [BVNH Class A Common Stock] and/or Options to acquire ______________ shares of [BVNH Class A Common Stock], (ii) ______________ shares of [BVNH Class B Common Stock] and/or Options to acquire ______________ shares of [BVNH Class B Common Stock], (iii) ______________ shares of [BVNH Series A Preferred Stock] and/or Options to acquire _______________ shares of [BVNH Series A Preferred Stock], (iv) ______________ shares of [BVNH Series A-1 Preferred Stock] and/or Options to acquire _______________ shares of [BVNH Series A-1 Preferred Stock], (v) ______________ shares of [BVNH Series B Preferred Stock] and/or Options to acquire _______________ shares of [BVNH Series B Preferred Stock], (vi) ______________ shares of [BVNH Series B-1 Preferred Stock] and/or Options to acquire _______________ shares of [BVNH Series B-1 Preferred Stock], (vii) ______________ shares of [BVNH Series C Preferred Stock] and/or Options to acquire _____________ shares of [BVNH Series C Preferred Stock]. PLEASE TAKE FURTHER NOTICE that the Debtors have thirty (30) days after the filing of this Notice to approve the Proposed Transfer described herein. If the Debtors do not approve the Proposed Transfer in this time, such Proposed Transfer shall be deemed rejected. PLEASE TAKE FURTHER NOTICE that any further transactions contemplated by [Name of Prospective Seller] that may result in [Name of Prospective Seller] purchasing, acquiring or otherwise accumulating shares of BVNH Stock (or Options with respect thereto) will each require an additional notice filed with the Court to be served in the same manner as this Notice. PLEASE TAKE FURTHER NOTICE THAT the taxpayer identification number of [Name of Prospective Seller] is ___________. For purposes of this Notice, (a) Ownership (or any variation thereof) of BVNH Stock (and Options to acquire BVNH Stock) shall be determined in accordance with applicable
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rules under section 382 of title 26 of the United States Code (the Tax Code), the U.S. Department of Treasury regulations (Treasury Regulations) promulgated thereunder and rulings issued by the Internal Revenue Service, and, thus, to the extent provided in those rules, from time to time shall include, without limitation, (i) direct and indirect ownership (e.g., a holding company would be considered to beneficially own all stock owned or acquired by its subsidiaries), (ii) ownership by a holders family members and any group of persons acting pursuant to a formal or informal understanding to make a coordinated acquisition of stock and (iii) in certain cases, the ownership of an Option to acquire BVNH Stock, and (b) an Option to acquire stock includes any contingent purchase, warrant, convertible debt, put, stock subject to risk of forfeiture, contract to acquire stock or similar interest, regardless of whether it is contingent or otherwise not currently exercisable. PLEASE TAKE FURTHER NOTICE THAT [Name of Prospective Acquirer]s taxpayer identification number is _____________. PLEASE TAKE FURTHER NOTICE that, pursuant to that certain Debtors Motion Pursuant to Sections 105(a) and 362 of the Bankruptcy Code for an Interim Order (A) Requiring Certain Entities To Provide Information Pursuant to Bankruptcy Rule 2004, (B) Restricting the Purchase or Sale of Certain Claims Against, and Equity Securities in, the Debtors, and (C) Establishing Notification and Hearing Procedures for Relief from the Restrictions on the Purchase or Sale of Certain Claims Against, or Equity Securities in, the Debtors [Docket No. ] (the Motion) and the order of the Bankruptcy Court made pursuant to the Motion (the Order), this Notice is being(a) filed with the United States Bankruptcy Court for the Southern District of New York and (b) served upon (i) the Debtors, c/o Broadview Networks Holdings, Inc., 800 Westchester Avenue, Rye Brook, NY 10573 (Attn: Charles Hunter, Esq.); and (ii) Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, NY 10019 (Attn: Rachel C. Strickland, Esq. and Jennifer J. Hardy, Esq.), proposed counsel to the Debtors. PLEASE TAKE FURTHER NOTICE that, under penalties of perjury, [Name of Prospective Acquirer] hereby declares that it has examined this Notice and accompanying attachments (if any), and, to the best of its knowledge and belief, this Notice and any attachments which purport to be part of this Notice are true, correct and complete. This Notice is given in addition to, and not as a substitute for, any requisite notice under Rule 3001(e) of the Federal Rules of Bankruptcy Procedure. [IF APPLICABLE] I am represented by [name of the law firm], [address], [phone], (Attn: [name])

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Respectfully submitted,

(Name of Prospective Seller) By: Name: Title:

Address:

Telephone: Facsimile: Date:_______________

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Exhibit D-4 50% Shareholder Notice

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------x In re : : Broadview Networks Holdings, Inc., et al.,1 : : Debtors. : ------------------------------------------------------x

Chapter 11 Case No. 12-__________ ( ) (Joint Administration Pending)

NOTICE OF 50% SHAREHOLDER STATUS PLEASE TAKE NOTICE that [Name of Securityholder] (Holder) has become a 50% Shareholder with respect to the equity interests in Broadview Networks Holdings, Inc. (BVNH) and its subsidiaries in the above-referenced chapter 11 cases, as debtors and debtors in possession (collectively, the Debtors) in Case No. 12-[ ], pending in the United States Bankruptcy Court for the Southern District of New York. PLEASE TAKE FURTHER NOTICE that, pursuant to that certain Debtors Motion Pursuant to Sections 105(a) and 362 of the Bankruptcy Code for an Interim Order (A) Requiring Certain Entities To Provide Information Pursuant to Bankruptcy Rule 2004, (B) Restricting the Purchase or Sale of Certain Claims Against, and Equity Securities in, the Debtors, and (C) Establishing Notification and Hearing Procedures for Relief from the Restrictions on the Purchase or Sale of Certain Claims Against, or Equity Securities in, the Debtors [Docket No. ] (the Motion) and the order of the Bankruptcy Court made pursuant to the Motion (the Order), this Notice is being (a) filed with the United States Bankruptcy Court for the Southern District of New York and (b) served upon (i) the Debtors, c/o Broadview Networks Holdings, Inc., 800 Westchester Avenue, Rye Brook, NY 10573 (Attn: Charles Hunter, Esq.); and (ii) Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, NY 10019 (Attn: Rachel C. Strickland, Esq. and Jennifer J. Hardy, Esq.), proposed counsel to the Debtors. PLEASE TAKE FURTHER NOTICE that, as of [Insert Date], Holder beneficially owns equity interests in the aggregate amount of $ _____________ against the
1

The last four digits of the taxpayer identification numbers of the Debtors follow in parentheses: (i) Broadview Networks Holdings, Inc. (0798); (ii) A.R.C. Networks, Inc. (0814); (iii) ARC Networks, Inc. (4934); (iv) ATX Communications, Inc. (2245); (v) ATX Licensing, Inc. (9838); (vi) ATX Telecommunications Services of Virginia, LLC (3888); (vii) BridgeCom Holdings, Inc. (2965); (viii) BridgeCom International, Inc. (3985); (ix) BridgeCom Solutions Group, Inc. (3989); (x) Broadview Networks, Inc. (1082); (xi) Broadview Networks of Massachusetts, Inc. (8054); (xii) Broadview Networks of Virginia, Inc. (6404); (xiii) Broadview NP Acquisition Corp. (2734); (xiv) BV-BC Acquisition Corporation (7846); (xv) CoreComm-ATX, Inc. (0529); (xvi) CoreComm Communications, LLC (2077); (xvii) Digicom, Inc. (0777); (xviii) Eureka Broadband Corporation (6004); (xix) Eureka Holdings, LLC (1318); (xx) Eureka Networks, LLC (1244); (xxi) Eureka Telecom, Inc. (3720); (xxii) Eureka Telecom of VA, Inc. (5508); (xxiii) InfoHighway Communications Corporation (0551); (xxiv) Info-Highway International, Inc. (8543); (xxv) InfoHighway of Virginia, Inc. (1600); (xxvi) nex-i.com, inc. (7035); (xxvii) Open Support Systems LLC (9972); and (xxviii) TruCom Corporation (0714). The Debtors executive headquarters address is 800 Westchester Avenue, Rye Brook, NY 10573.

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Debtors. As to such equity interests, the following table sets forth, by class or other applicable breakdown, the name of the Debtor issuer, a description of the equity interests (including the amount of the equity interests held of the issuer), and, if the Holders beneficial ownership of such equity interests is attributable to the record or legal ownership by another person or Entity, the name of such record or legal owner. All terms not expressly defined in this Notice shall be construed to have the same meaning as such terms have in the Order: Debtor Issuer Class Description and Amount of Security Legal or Record Owner

(Attach additional page if necessary) PLEASE TAKE FURTHER NOTICE that the following table sets forth a summary of the protected amount for each class (or other applicable breakdown) of equity interests listed above (as defined in the Order), and that Holder will provide any additional information in respect of the equity interests that the Debtors reasonably request. Debtor Issuer Class Protected Amount

(Attach additional page if necessary) PLEASE TAKE FURTHER NOTICE that the taxpayer identification number of Holder is _______________. PLEASE TAKE FURTHER NOTICE that, under penalties of perjury, Holder hereby declares that it has examined this Notice and accompanying attachments (if any), and, to the best of its knowledge and belief, this Notice and any attachments that purport to be part of this Notice are true, correct and complete. This Notice is given in addition to, and not as a substitute for, any requisite notice under Rule 3001(e) of the Federal Rules of Bankruptcy Procedure. [IF APPLICABLE] I am represented by [name of the law firm], [address], [phone], (Attn: [name]).

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Respectfully submitted,

(Name of Securityholder) By: Name: Title:

Address:

Telephone: Facsimile: Date:_______________

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Exhibit D-5 Declaration of Intent

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------x In re : : Broadview Networks Holdings, Inc., et al.,1 : : Debtors. : ------------------------------------------------------x

Chapter 11 Case No. 12-__________ ( ) (Joint Administration Pending)

NOTICE OF INTENT TO CLAIM A WORTHLESS SECURITIES DEDUCTION PLEASE TAKE FURTHER NOTICE that, pursuant to that certain Debtors Motion Pursuant to Sections 105(a) and 362 of the Bankruptcy Code for an Interim Order (A) Requiring Certain Entities To Provide Information Pursuant to Bankruptcy Rule 2004, (B) Restricting the Purchase or Sale of Certain Claims Against, and Equity Securities in, the Debtors, and (C) Establishing Notification and Hearing Procedures for Relief from the Restrictions on the Purchase or Sale of Certain Claims Against, or Equity Securities in, the Debtors [Docket No. ] (the Motion) and the order of the Bankruptcy Court made pursuant to the Motion (the Order), this Notice is being (a) filed with the United States Bankruptcy Court for the Southern District of New York and (b) served upon (i) the Debtors, c/o Broadview Networks Holdings, Inc., 800 Westchester Avenue, Rye Brook, NY 10573 (Attn: Charles Hunter, Esq.); and (ii) Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, NY 10019 (Attn: Rachel C. Strickland, Esq. and Jennifer J. Hardy, Esq.), proposed counsel to the Debtors. PLEASE TAKE NOTICE that __________ (Filer) hereby provides notice of its intent to claim a Worthless Securities Deduction with respect to equity interests in Broadview Networks Holdings. Inc. (BVNH) (such action, the Proposed Deduction). PLEASE TAKE FURTHER NOTICE that ________________ currently owns (within the meaning of IRC section 382(g)(4)(D)) _____ shares of BVNH Class A Common Stock, _____ shares of BVNH Class B Common Stock, _____ shares of BVNH Series A Preferred Stock, _____ shares of BVNH Series A-1 Preferred Stock, _____ shares of BVNH
1

The last four digits of the taxpayer identification numbers of the Debtors follow in parentheses: (i) Broadview Networks Holdings, Inc. (0798); (ii) A.R.C. Networks, Inc. (0814); (iii) ARC Networks, Inc. (4934); (iv) ATX Communications, Inc. (2245); (v) ATX Licensing, Inc. (9838); (vi) ATX Telecommunications Services of Virginia, LLC (3888); (vii) BridgeCom Holdings, Inc. (2965); (viii) BridgeCom International, Inc. (3985); (ix) BridgeCom Solutions Group, Inc. (3989); (x) Broadview Networks, Inc. (1082); (xi) Broadview Networks of Massachusetts, Inc. (8054); (xii) Broadview Networks of Virginia, Inc. (6404); (xiii) Broadview NP Acquisition Corp. (2734); (xiv) BV-BC Acquisition Corporation (7846); (xv) CoreComm-ATX, Inc. (0529); (xvi) CoreComm Communications, LLC (2077); (xvii) Digicom, Inc. (0777); (xviii) Eureka Broadband Corporation (6004); (xix) Eureka Holdings, LLC (1318); (xx) Eureka Networks, LLC (1244); (xxi) Eureka Telecom, Inc. (3720); (xxii) Eureka Telecom of VA, Inc. (5508); (xxiii) InfoHighway Communications Corporation (0551); (xxiv) Info-Highway International, Inc. (8543); (xxv) InfoHighway of Virginia, Inc. (1600); (xxvi) nex-i.com, inc. (7035); (xxvii) Open Support Systems LLC (9972); and (xxviii) TruCom Corporation (0714). The Debtors executive headquarters address is 800 Westchester Avenue, Rye Brook, NY 10573.

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Series B Preferred Stock, _____ shares of BVNH Series B-1 Preferred Stock and _____ shares of BVNH Series C Preferred Stock. PLEASE TAKE FURTHER NOTICE that, pursuant to the Proposed Deduction, ___________ proposes to claim a Worthless Securities Deduction with respect to _____ shares of BVNH Class A Common Stock, _____ shares of BVNH Class B Common Stock, _____ shares of BVNH Series A Preferred Stock, _____ shares of BVNH Series A-1 Preferred Stock, _____ shares of BVNH Series B Preferred Stock, _____ shares of BVNH Series B-1 Preferred Stock and _____ shares of BVNH Series C Preferred Stock for its taxable year ended ____________. If the Proposed Deduction is permitted to occur, Filer will be treated as having acquired _____ shares of BVNH Class A Common Stock, _____ shares of BVNH Class B Common Stock, _____ shares of BVNH Series A Preferred Stock, _____ shares of BVNH Series A-1 Preferred Stock, _____ shares of BVNH Series B Preferred Stock, _____ shares of BVNH Series B-1 Preferred Stock and _____ shares of BVNH Series C Preferred Stock on the first day of its next taxable year and shall be treated as never having owned such BVNH Stock during any prior taxable year for the purposes of testing whether an ownership change has occurred within the meaning of section 382 of the Tax Code. PLEASE TAKE FURTHER NOTICE that the Debtors have thirty (30) days after receipt of this Notice to approve the Proposed Deduction. If the Debtors do not so approve, such Proposed Deduction will not be effective unless approved by a final order of the Bankruptcy Court that becomes non-appealable. If the Debtors do approve the Proposed Deduction, then after expiration of the fifteen (15)-day period the Proposed Deduction may proceed solely as set forth in this Notice. PLEASE TAKE FURTHER NOTICE that any further actions contemplated by Filer that may result in Filers claiming any Worthless Securities Deduction with respect to BVNH Stock will each require an additional notice filed with the Bankruptcy Court to be served in the same manner as this Notice. PLEASE TAKE FURTHER NOTICE THAT the taxpayer identification number of Filer is _________________. PLEASE TAKE FURTHER NOTICE that, under penalties of perjury, Filer hereby declares that it has examined this Notice and accompanying attachments (if any) and, to the best of its knowledge and belief, this Notice and any attachments which purport to be part of this Notice are true, correct and complete. This Notice is given in addition to, and not as a substitute for, any requisite notice under Rule 3001(e) of the Federal Rules of Bankruptcy Procedure. [IF APPLICABLE] I am represented by [name of the law firm], [address], [phone], (Attn: [name]). Respectfully submitted,

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(Name of Majority Shareholder) By: Name: Title: Address: Telephone: Facsimile: ___________, _____________ Date:_______________

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