10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

OR

£TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                 

Commission File No. 001-35724

Warwick Valley Telephone Company

(Exact name of registrant as specified in its charter)

New York	14-1160510
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
47 Main Street
Warwick, New York	10990
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone, including area code:   (845) 986-8080

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES x    NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES x   NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  £	Accelerated filer  x
Non-accelerated filer  £  (Do not check if a smaller reporting company)	Smaller reporting company  £

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act.  YES £    NO x

The number of shares of Warwick Valley Telephone Company common stock outstanding as of May 3, 2013 was 6,154,460.

Index to Form 10-Q

Part I	Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of March 31, 2013 (unaudited) and December 31, 2012	3
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2013 and 2012 (unaudited)	4
	Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2013 and 2012 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2013 (unaudited) and 2012 (unaudited, as restated)	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	20
Item 4.	Controls and Procedures	20
Part II	Other Information
Item 1A.	Risk Factors	21
Item 6.	Exhibits	21

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Part I — Financial Information

Item 1.  Financial Statements

WARWICK VALLEY TELEPHONE COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

($ in thousands, except share and per share amounts)

	March 31,			December 31,
	2013			2012
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	1,932		$	1,799
Trade accounts receivable - net of allowance for uncollectibles - $391 and $638 at March 31, 2013 and December 31, 2012, respectively	2,956			3,320
Other accounts receivable	171			187
Materials and supplies	408			512
Prepaid expenses	1,180			1,145
Prepaid income taxes	1,670			1,222
Deferred income taxes	268			268
Total current assets	8,585			8,453
Property, plant and equipment, net	15,933			16,446
Seat licenses	1,605			1,514
Other intangibles, net	6,465			6,617
Goodwill	9,121			9,121
Deferred income taxes	823			874
Other assets	522			420
Total assets	$	43,054		$	43,445
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	1,030		$	886
Advance billing and payments	282			367
Accrued taxes	617			619
Pension and post retirement benefit obligations	1,089			1,089
Accrued wages	2,224			1,005
Other accrued expenses	3,077			2,754
Total current liabilities	8,319			6,720
Long-term debt	14,523			14,095
Pension and post retirement benefit obligations	7,931			8,095
Total liabilities	30,773			28,910
Commitments and contingencies
Shareholders’ equity
Preferred shares - $100 par value, authorized and issued shares of 5,000; $0.01 par value authorized and unissued shares of 10,000,000;	500			500
Common stock - $0.01 par value, authorized shares of 10,000,000; 6,976,942 and 6,576,542 shares issued at March 31, 2013 and December 31, 2012, respectively	70			66
Treasury stock - at cost, 823,482 and 817,700 common shares at March 31, 2013 and December 31, 2012, respectively	(7,548		)	(7,486		)
Additional paid in capital	12,040			11,826
Accumulated other comprehensive loss	(3,906		)	(3,999		)
Retained earnings	11,125			13,628
Total shareholders’ equity	12,281			14,535
Total liabilities and shareholders’ equity	$	43,054		$	43,445

Please see accompanying notes, which are an integral part of the condensed consolidated financial statements.

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WARWICK VALLEY TELEPHONE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

($ in thousands, except share and per share amounts)

	Three Months Ended
	March 31,
	2013			2012
Net revenue
Unified Communications	$	3,956		$	3,274
Telephone	3,784			3,807
Total operating revenues	7,740			7,081
Operating expenses
Cost of services and products (exclusive of depreciation and amortization expense)	3,789			3,548
Selling, general and administration expenses	7,352			5,408
Depreciation and amortization	1,002			1,279
Total operating expenses	12,143			10,235
Operating loss	(4,403		)	(3,154		)
Other income (expense)
Interest income (expense)	(236		)	(57		)
Income from equity method investment	3,250			1,425
Other income (expense), net	108			(5		)
Total other income	3,122			1,363
Loss before income taxes	(1,281		)	(1,791		)
Income taxes benefit	(448		)	(557		)
Net loss	(833		)	(1,234		)
Preferred dividends	6			6
Loss applicable to common stock	$	(839	)	$	(1,240	)
Basic loss per common share	$	(0.15	)	$	(0.22	)
Basic loss per puttable common share	$	—		$	(0.22	)
Diluted loss per common share	$	(0.15	)	$	(0.22	)
Diluted loss per puttable common share	$	—		$	(0.22	)
Weighted average shares of common stock used to calculate earnings (loss) per share:
Basic (common)	5,751,338			5,443,541
Basic (puttable common)	—			272,479
Diluted (common)	5,751,338			5,443,541
Diluted (puttable common)	—			272,479
Dividends declared per common share	$	0.27		$	0.27

Please see accompanying notes, which are an integral part of the condensed consolidated financial statements.

4

WARWICK VALLEY TELEPHONE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

($ in thousands, except share and per share amounts)

	Three Months Ended
	March 31,
	2013			2012
Net loss	$	(833	)	$	(1,234	)
Other comprehensive income (loss), net of tax:
Defined benefit pension plans:
Amortization of transition obligation, net of tax expense of $0 and $3 for the three months ended March 31, 2013 and 2012, respectively	—			4
Prior service cost arising during period, net of tax benefit of $25 for the three months ended March 31, 2013 and 2012, respectively	(44		)	(44		)
Net loss arising during period, net of tax expense of $76 and $94 for the three months ended March 31,2013 and 2012, respectively	137			169
Other comprehensive income	93			129
Comprehensive loss	$	(740	)	$	(1,105	)

Please see accompanying notes, which are an integral part of the condensed consolidated financial statements.

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WARWICK VALLEY TELEPHONE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

($ in thousands)

	Three Months Ended March 31,
	2013			2012
				(as restated)
CASH FLOW FROM OPERATING ACTIVITIES
Net loss	$	(833	)	$	(1,234	)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Depreciation and amortization	1,002			1,279
Write off of deferred financing fees	61			—
Allowance (recoveries) for uncollectibles	(246		)	177
Write off obsolete inventory	92			—
Stock based compensation expense	218			192
Distribution in excess of income from equity investments included in net loss	(1,424		)	—
Change in fair value of derivative liability	—			14
Changes in assets and liabilities
Trade accounts receivable	610			(707		)
Other current assets	(499		)	(652		)
Accounts payable	144			(404		)
Other accruals and liabilitites	1,435			(142		)
Net cash provided (used) by operating activities	560			(1,477		)
CASH FLOW FROM INVESTING ACTIVITIES
Capital expenditures	(176		)	(329		)
Acquired intangibles	(58		)	—
Purchase of seat licenses	(194		)	(147		)
Distribution in excess of income from equity investments	1,424			1,826
Net cash provided by investing activities	996			1,350
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt	16,273			—
Repayment of long-term debt	(15,845		)	(380		)
Payment of fees for acquisition of debt	(119		)	—
Repayment of amount due in connection with business acquisition	—			(170		)
Purchase of treasury stock	(62		)	(50		)
Dividends (Common and Preferred)	(1,670		)	(1,573		)
Net cash used in financing activities	(1,423		)	(2,173		)
Net change in cash and cash equivalents	133			(2,300		)
Cash and cash equivalents at beginning of period	1,799			4,575
Cash and cash equivalents at end of period	$	1,932		$	2,275
Supplemental disclosure of non-cash financing activities:
Treasury stock acquired in connection with cashless exercise of stock options	$	—		$	677

Please see the accompanying notes, which are an integral part of the condensed consolidated financial statements.

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WARWICK VALLEY TELEPHONE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:    RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

On May 10, 2013, the Audit Committee of the Board of Directors, of Warwick Valley Telephone Company, which is currently doing business as Alteva (“Alteva” or the “Company”) in consultation with management, determined that the Company’s Consolidated Statements of Cash Flows in the consolidated financial statements for the fiscal years ended December 31, 2011 and 2012, and the Condensed Consolidated Statements of Cash Flows for the fiscal quarters ended June 30, 2011, September 30, 2011, March 31, 2012, June 30, 2012 and September 30, 2012, should be restated for an error in the classification of distribution from an equity investment.  Specifically, the Company previously presented distributions in excess of income from equity investments as cash flows from operating activities and is now presenting these distributions as cash flows from investing activities.

Effects of the restatement

The following table provides a summary of the selected line items on the Company’s Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2012 affected by this restatement. This restatement had no impact on the reported net increase (decrease) in cash and cash equivalents during the applicable period.  Likewise, this restatement had no impact on the Condensed Balance Sheet as of December 31, 2012 and the Condensed Consolidated Statement of Operations and Statement of Comprehensive Income (Loss) for the three months ended March 31, 2012.

	Three Months
	Ended
	March 31, 2012
	($ in thousands)
Net cash provided by operating activities, as reported	$	349
Adjustments	(1,826		)
Restated net cash used in operating activities	$	(1,477	)
Net cash used in investing activities, as reported	$	(476	)
Adjustments	1,826
Restated net cash provided by investing activities	$	1,350

NOTE 2:    BUSINESS DESCRIPTION

Nature of Operations

The Company is a cloud-based communications company that provides Unified Communications (“UC”) solutions and enterprise hosted Voice over Internet Protocol (“VoIP”) and also operates as a regional Incumbent Local Exchange Carrier (“ILEC”) in southern Orange County, New York and northern New Jersey. Unless otherwise indicated or unless the context requires, all references to the Company means the Company and its wholly-owned subsidiaries. The Company delivers cloud-based UC solutions including VoIP, Hosted Microsoft Communication Services (OCS and Lync), fixed mobile convergence and advanced voice applications for a broad customer base including, medium and large-sized businesses and enterprise business customers. The Company’s ILEC operations consist of providing local and toll telephone service to residential and business customers, internet high-speed broadband service, and satellite television services provided by DIRECTV.

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NOTE 3:    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required U.S. GAAP for complete financial statements.  In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments) considered necessary for fair presentation have been included.  Operating results and cash flows for the three month period ended March 31, 2013 are not necessarily indicative of the results that may be expected for the entire year.   The consolidated balance sheet at December 31, 2012 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.  All material intercompany transactions and balances have been eliminated in the condensed consolidated financial statements.  The interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period.  Significant estimates include, but are not limited to, depreciation expense, allowance for doubtful accounts, long-lived assets, derivative liabilities, pension and postretirement expenses and income taxes.  Actual results could differ from those estimates.

Revenue Recognition

The Company derives its revenue from the sale of UC services as well as traditional telephone service. The Company recognizes revenue when (i) persuasive evidence of an arrangement between the Company and the customer exists, (ii) the delivery of the product to the customer has occurred or service has been provided to the customer, (iii) the price to the customer is fixed or determinable, and (iv) collectability of the sales or service price is reasonably assured.  Revenue is reported net of all applicable sales tax.

Unified Communication

The Company’s UC services and solutions consist primarily of its hosted VoIP Unified Communications system, certain UC applications, and other professional services associated with installation and activation. Additionally, the Company offers customers the ability to purchase telephone equipment systems from the Company directly, or they can independently purchase such equipment.

Multiple-deliverable arrangements primarily include the sale of telephone equipment, along with professional services associated with installation, activation and implementation services.  When a UC arrangement involves multiple elements, revenue is allocated to each respective element. In the event that the Company enters into a multiple element arrangement and there are undelivered elements as of the balance sheet date, the Company assesses whether the elements are separable and have determinable fair values in assessing the amount of revenue to record. Allocation of revenue to elements of the arrangement is based on fair value of the element being sold on a stand-alone basis. Telephone equipment meets the criteria to qualify as a separate unit of accounting. The Company utilizes third party list prices as evidence for stand-alone value for its equipment sales.

The Company bills most of the monthly recurring hosted service revenue a month in advance. Any amounts billed and collected, but for which the service is not yet delivered, are included in deferred revenue. These amounts are recognized as revenues only when the service is delivered.

Equipment sales associated with the sale of telephone equipment is recognized upon delivery to the customer, as it is considered a separate earnings process. Other upfront fees, not including equipment, along with associated costs, up to but not exceeding these fees, are deferred and recognized over the estimated life of the customer relationship.

Telephone

Revenue is earned from monthly billings to customers for local voice services, long distance, DSL, Internet services, hardware and other services. Revenue is also derived from charges for network access to the local exchange telephone network from subscriber line charges and from contractual arrangements for services such as billing and collection and directory advertising. Revenue is recognized in the period in which service is provided to the customer. Directory advertising revenue is recorded ratably over the life of the directory. With multiple billing cycles, the Company accrues revenue earned but not yet billed at the end of a quarter. The Company also defers services billed in advance and recognizes them as income when earned.

8

The Telephone Segment markets competitive service bundles which may include multiple deliverables. The base bundles consist of voice services (including a business or residential phone line), calling features and long distance services and customers may choose to add Internet services to a base bundle package. Separate units of accounting within the bundled packages include voice services, long distance and Internet services. Revenue for all services included in bundles are recognized over the same service period, which is the time period in which the service is provided to the customer.

Certain revenue is realized under pooling arrangements with other service providers and is divided among the companies based on respective costs and investments to provide the services. The companies that take part in pooling arrangements may adjust their costs and investments for a period of two years, which causes the dollars distributed by the pool to be adjusted retroactively. The Company believes that recorded amounts represent reasonable estimates of the final distribution from these pools. However, to the extent that the companies participating in these pools make adjustments, there will be corresponding adjustments to the Company’s recorded revenue in future periods.

Certain revenue from these pooling arrangements which includes Universal Service Funds (“USF”) and National Exchange Carrier Association (“NECA”) pool settlements, accounted for 7% and 8% of the Company’s consolidated revenues for the three months ended March 31, 2013 and 2012, respectively.

Goodwill

Goodwill represents the excess of the purchase price of an acquired business over the net fair value of identifiable assets acquired and liabilities assumed.  Goodwill is not amortized, but rather is assessed for impairment at least annually.  The Company tests goodwill for impairment annually on October 1, or whenever events or circumstances indicate an impairment.  If it is determined that an impairment has occurred, the Company will record a write down of the carrying value and record the charge to the impairment as an operating expense in the period the determination is made.

The Unified Communications reporting unit includes $9.1 million of goodwill as of March 31, 2013, resulting from the Company’s acquisition of certain assets and certain liabilities of Alteva, LLC in 2011.    No events or circumstances occurred during the quarter ended March 31, 2013 that would have more likely than not reduced the fair value of this reporting unit below its carrying value.

Materials and Supplies

Material and supplies are carried at average cost and consisted of principally material and supply finished goods as of March 31, 2013 and December 31, 2012.

Income Taxes

The Company records deferred taxes that arise from temporary differences between the financial statement and the tax basis of assets and liabilities.  Deferred taxes are classified as current or non-current, depending on the classification of the assets and liabilities to which they relate.  Deferred tax assets and deferred tax liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.  The Company’s deferred taxes result principally from differences in the timing of depreciation and in the accounting for pensions and other postretirement benefits.  A valuation allowance is recorded against the deferred tax assets which are not expected to be realized.

Accounting Policies

There were no material changes to the Company’s other accounting policies as presented in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2012.

NOTE 4:   RECENT ACCOUNTING PRONOUNCEMENTS

In December 2011, an accounting standards update (“ASU”) regarding balance sheet disclosures of offsetting assets and liabilities was issued and the scope was clarified in January 2013. This update requires disclosure on information about offsetting and related arrangements to enable users of an entity’s financial statements to understand the effect of those arrangements on its financial position. This applies to derivatives accounted for in accordance with Topic 815, including bifurcated embedded instruments, repurchase agreements and reverse repurchase agreements and securities borrowings and securities lending transactions. An entity is required to apply this update for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by this update retrospectively for all comparative periods presented. The Company adopted this standard January 1, 2013 and it did not have a material impact on its disclosures or consolidated financial statements.

In February 2013, an ASU regarding the reporting of amounts reclassified out of accumulated other comprehensive income was issued. This update requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP. An entity is required to apply the update prospectively for reporting periods beginning after December 15, 2012. The Company adopted this standard effective January 1, 2013 and it did not have a material impact on its disclosures or consolidated financial statements.

9

NOTE 5:  EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is computed by dividing net income (loss) applicable to common shares by the weighted average number of common shares outstanding during the period.  Diluted earnings (loss) per share are computed by dividing net income (loss) applicable to common shares by the weighted average number of common shares adjusted to include the effect of potentially dilutive securities.  Potentially dilutive securities include incremental shares issuable upon exercise of outstanding stock options and shares of unvested restricted stock.  Diluted earnings (loss) per share exclude all dilutive securities if their effect is anti-dilutive.

The Company’s restricted stock awards are considered “participating securities” because they contain non-forfeitable rights to dividends. Under the two-class method, EPS is computed by dividing earnings allocated to common shareholders by the weighted-average number of common shares outstanding for the period. In applying the two-class method, earnings are allocated to both common stock shares and participating securities based on their respective weighted-average shares outstanding for the period.  Due to the Company’s net loss for the periods, the effect of participating securities was excluded from the computation of basic and diluted EPS.  The net losses are not allocated because the restricted stock holders are not required to fund losses.

Basic and diluted weighted average shares were the same for the three months ended March 31, 2013 and 2012 because the effects of the potentially dilutive securities were antidilutive and were excluded from the calculation.  Such securities included 425,248 and 87,139 of nonvested restricted stock and 535,726 and 303,106 common stock options at March 31, 2013 and March 31, 2012, respectively.

NOTE 6:  SEAT LICENSES AND OTHER INTANGIBLE ASSETS

Intangible assets with finite lives are amortized over their respective estimated useful lives to their estimated residual value. Identifiable intangible assets that are subject to amortization are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. The components of seat licenses are as follows:

	Estimated	Gross		Accumulated			Net
($ in thousands)	Useful Lives	Value		Amortization			Value
As of March 31, 2013
Seat licenses	5 years	$	2,266	$	(661	)	$	1,605

	Estimated	Gross		Accumulated			Net
($ in thousands)	Useful Lives	Value		Amortization			Value
As of December 31, 2012
Seat licenses	5 years	$	2,072	$	(558	)	$	1,514

The components of other intangible assets are as follows:

	Estimated	Gross		Accumulated			Net
($ in thousands)	Useful Lives	Value		Amortization			Value
As of March 31, 2013
Customer relationships	8 years	$	5,400	$	(1,125	)	$	4,275
Trade name	15 years	2,400		(267		)	2,133
Domain name	15 years	58		(1		)	57
Total		$	7,858	$	(1,393	)	$	6,465

	Estimated	Gross		Accumulated			Net
($ in thousands)	Useful Lives	Value		Amortization			Value
As of December 31, 2012
Customer relationships	8 years	$	5,400	$	(956	)	$	4,444
Trade name	15 years	2,400		(227		)	2,173
Total		$	7,800	$	(1,183	)	$	6,617

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NOTE 7:  SEGMENT INFORMATION

The Company’s segments are strategic business units that offer different products and services and are managed as UC and Telephone services.  The Company evaluates the performance of the segments based upon factors such as revenue growth, expense containment, market share and operating results.

The UC segment provides enterprise hosted VoIP services, wholesale carrier services and conference services.

The Telephone segment provides telecommunications services including local, network access, long distance services, wireless, broadband, TV service and directory services.

The segment results presented below are not necessarily indicative of the results of operations these segments would have achieved had they operated as stand-alone entities during the periods presented.

Segment balance sheet information as of March 31, 2013 and December 31, 2012 is set forth below:

	As of
($in thousands)	March 31, 2013		December 31, 2012
Segment assets
Unified Communications	$	24,893	$	23,500
Telephone	18,161		19,945
Total segment assets	$	43,054	$	43,445

Segment statement of operations information for the three months ended March 31, 2013 and 2012 is set forth below:

	For the three months ended
($ in thousands)	March 31, 2013			March 31, 2012
Segment net revenue
Unified Communications	$	3,956		$	3,274
Telephone	3,784			3,807
Total segment net revenue	$	7,740		$	7,081
Segment depreciation and amortization
Unified Communications	$	618		$	427
Telephone	384			852
Total segment depreciation and amortization	$	1,002		$	1,279
Segment operating loss
Unified Communications	$	(3,973	)	$	(2,771	)
Telephone	(430		)	(383		)
Total segment operating loss	$	(4,403	)	$	(3,154	)
Interest income, (expense), net	(236		)	(57		)
Income from equity investment	3,250			1,425
Other (expenses) income, net	108			(5		)
Loss before income taxes	$	(1,281	)	$	(1,791	)

NOTE 8: SEVERANCE

On March 5, 2013, the Company announced the termination of an employment agreement between the Company and Duane W. Albro (“Mr. Albro”), dated December 14, 2011 (the “Employment Agreement”), and the departure of Mr. Albro as Chief Executive Officer of the Company, effective immediately.

Under the terms of the separation agreement signed in May 2013, and consistent with the Employment Agreement, Mr. Albro is to receive a lump-sum cash payment equal to $470,000, which represents one year’s annual salary, plus a lump-sum separation benefit.  Such amount has been recognized in selling, general and administrative expense in the quarter ended March 31, 2013 and is classified as accrued wages in the consolidated balance sheet at March 31, 2013 and is expected to be paid in the second quarter of 2013.  Also under the separation agreement, the Company will accelerate the unvested portions of Mr. Albro’s equity based compensation, which will be accounted for as a modification with the recognition of a non-cash expense during the second quarter of 2013.  Mr. Albro has the right to revoke the seperation agreement until May 15, 2013, at which time the terms of such agreement are final.

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NOTE 9:  ORANGE COUNTY-POUGHKEEPSIE LIMITED PARTNERSHIP

The Company is a limited partner in the Orange County-Poughkeepsie Limited Partnership (the “O-P”) and had an 8.108% equity interest in the O-P as of March 31, 2013 and 2012, which is accounted for under the equity method of accounting.  The majority owner and general partner of the O-P is Verizon Wireless of the East L.P.

On May 26, 2011, the Company entered into an agreement with Verizon Wireless of the East LP, the general partner and a limited partner, and Cellco Partnership, the other limited partner, in the O-P to make certain changes to the O-P partnership agreement which, among other things, specifies that the O-P will provide 4G cellular services (the “4G Agreement”).  The 4G Agreement provides that the O-P’s business will be converted from a wholesale business to a retail business.  The 4G Agreement provides for guaranteed annual cash distributions to the Company from the O-P through 2013.  For 2011 and 2012, annual cash distributions from the O-P were $13.6 million $13.0 million, respectively and for 2013 the annual cash distributions will be $13.0 million.  Annual cash distributions will be paid in equal quarterly amounts.  The 4G Agreement also gives the Company the right (the “Put”) to require one of the O-P’s limited partners to purchase all the Company’s ownership interest in the O-P during April 2013 or April 2014 for an amount equal to the greater of (a) $50 million or (b) the product of five (5) times 0.081081 times the O-P’s EBITDA, as defined in the 4G Agreement.

The conversion of the O-P from a wholesale business to a retail business in 2011 pursuant to the 4G Agreement increased the cellular service costs and operating expenses incurred by the O-P, which caused a subsequent reduction in the O-P’s net income primarily due to the inclusion of sales and marketing expenses.  Although the Company’s share of the O-P’s net income recorded in the Company’s income statement decreased, the annual cash distributions the Company receives from the O-P will remain unchanged through 2013 pursuant to the terms of the 4G Agreement.

Pursuant to the equity method accounting, the Company is required to record the income from the O-P as an increase to the Company’s investment account.  As a result of receiving the fixed guaranteed cash distributions from the O-P in excess of the Company’s cumulative proportionate share of the O-P income, the investment account was reduced to zero during the first six months of 2012. These payments are shown as  a return on investment in the investing section of the Condensed Consolidated Statements of Cash Flows.  Thereafter, the Company recorded the fixed guaranteed cash distributions that were received from the O-P in excess of the proportionate share of the O-P income directly to the Company’s statement of operations as other income.  All payments received in excess of the Company’s proportionate share of the O-P income is considered a return of investment and is shown in the investing section of the consolidated statements of cash flows.

The following summarizes the income statement (unaudited) for the three months ended March 31, 2013 and 2012 that the O-P provided to the Company:

	For the three months ended
($ in thousands)	March 31, 2013		March 31, 2012
Net sales	$	79,892	$	74,235
Cellular service cost	35,980		36,047
Operating expenses	21,398		20,620
Operating income	22,514		17,568
Other income (expense)	3		3
Net income	$	22,517	$	17,571
Company share	$	1,826	$	1,425

The following summarizes the balance sheet as of March 31, 2013 (unaudited) and December 31, 2012 that O-P provided to the Company:

	As of
($ in thousands)	March 31, 2013		December 31, 2012
Current assets	$	20,788	$	22,370
Property, plant and equipment, net	41,121		41,072
Total assets	$	61,909	$	63,442
Total liabilities	$	25,427	$	30,162
Partners’ capital	36,482		33,280
Total liabilities and partners’ capital	$	61,909	$	63,442

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NOTE 10:  PENSION AND POSTRETIREMENT OBLIGATIONS

The components of net periodic cost (gain) for the three months ended March 31, 2013 and 2012 are as follows:

	Pension Benefits						Postretirement Benefits
	For the three months ended						For the three months ended
($ in thousands)	March 31, 2013			March 31, 2012			March 31, 2013			March 31, 2012
Service cost	$	—		$	—		$	4		$	4
Interest cost	190			192			56			54
Expected return on plan assets	(219		)	(219		)	(43		)	(43		)
Amortization of transition asset	—			—			7			7
Amortization of prior service cost	14			14			(83		)	(83		)
Amortization of net loss	227			231			33			34
Net periodic benefit cost (gain)	$	212		$	218		$	(26	)	$	(27	)

The Company expects to contribute $1.1 million to its pension and post retirement plans in 2013.   For the three months ended March 31, 2013 and March 31, 2012, the Company has contributed $0.2 million and $0.1 million, respectively, to its pension and postretirement benefits plans.  Amounts reclassified from other comprehensive income (loss) related to the Company’s pension and postretirement obligations were not material for the three months ended March 31, 2013 and March 31, 2012.

NOTE 11: DEBT OBLIGATIONS

Debt obligations consisted of the following at March 31, 2013 and December 31, 2012:

	As of
($ in thousands)	March 31, 2013		December 31, 2012
Long-term debt:
CoBank ACB revolving loan facility	$	—	$	8,595
Provident Bank credit line	—		4,000
TriState credit line	14,523		1,500
Total debt obligations	$	14,523	$	14,095

As of December 31, 2012, the Company had three debt facilities.  The Company had a revolving loan facility with CoBank, ACB (“CoBank”) for $10.0 million with an interest rate (payable quarterly in arrears) at LIBOR plus 4.50%.  The interest rate on the outstanding balance under the revolving loan facility with CoBank as of December 31, 2012 was 4.71%.  The Company had an unsecured line of credit with Provident Bank (“Provident”) of $4.0 million of which the entire amount had been drawn down at December 31, 2012.  The interest rate (payable quarterly in arrears) on the Provident unsecured line of credit was fixed at 2.50%.  The Company had a credit agreement with TriState Capital Bank (“TriState”) that provided for borrowings up to $2.5 million, with a variable interest rate based on either LIBOR or a Base Rate, as defined in the credit agreement, plus an applicable margin 4.0% or 3.0%, respectively.

On March 11, 2013, the Company entered into a new credit agreement with TriState to provide for borrowings up to $17.0 million with the ability to increase the facility for borrowings up to $20.0 million with the participation of another lender.  All borrowings become due and payable on June 30, 2014. The TriState borrowings incur interest at a variable rate based on either LIBOR or a Base Rate, as defined in the credit agreement, plus an applicable margin of 3.50% or 2.00%, respectively. Under the terms of the TriState credit agreement, the Company is required to comply with certain loan covenants, which include, but are not limited to, the achievement of certain financial ratios as well as certain financial reporting requirements. The Company must maintain a Consolidated Liquidity Ratio, as defined in the TriState credit agreement, in excess of 1.0 to 1.0, including the value of the Put calculated in accordance with the 4G Agreement, until April 30, 2014.  The Company is required to obtain the consent of TriState prior to agreeing to any amendment to the agreements the Company has with the O-P. The Company’s obligations under the TriState credit facility are secured by all of the Company’s asset and guaranteed by all of the Company’s wholly-owned subsidiaries except for the subsidiary that is operating as an ILEC.  The ILEC subsidiary entered into a negative pledge agreement with TriState whereby the ILEC subsidiary agreed not to pledge any of its assets as collateral or lien to be placed on any of its assets.  On March 11, 2013, the Company borrowed $15.2 million to repay all borrowings outstanding under the CoBank, Provident and prior TriState credit facilities and retired those facilities.  On March 31, 2013, the Company repaid $0.7 million of the outstanding borrowings under the new credit agreement with TriState.

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NOTE 12:  INCOME TAXES

Generally, for interim tax reporting, one overall estimated annual effective tax rate is computed for tax jurisdictions not subject to valuation allowance and applied to the year to date ordinary income or loss.  The effective tax rate for the three months ended March 31, 2013, and 2012 was 35.0% and 31.1%, respectively.  The adjusted tax rates for the three months ended March 31, 2013 and March 31, 2012, differed from the U.S. state statutory rates primarily due to certain income of the Company not being subject to state tax as well as certain expenses that are not tax deductible.

The accounting standard regarding accounting for uncertainty in income taxes requires uncertain tax positions to be classified as non-current income tax liabilities, unless expected to be paid within one year.  As of March 31, 2013 and December 31, 2012, the Company has no liability for unrecognized tax benefits.

As of March 31, 2013 and December 31, 2012, the Company maintained a valuation allowance on certain state net operating loss (principally New Jersey) carryforward deferred tax assets because management determined that it was not more likely than not that it would realize the benefits of such state deferred tax assets.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense.  For the three months ended March 31, 2013 and 2012, there was no interest expense relating to unrecognized tax benefits.

The Company and its subsidiaries file a U.S. federal consolidated income tax return.  The U.S. federal statute of limitations remains open for the years 2009 and thereafter.

NOTE 13:  SHAREHOLDERS’ EQUITY

A summary of the changes to shareholders’ equity for the three months ended March 31, 2013 and 2012 is provided below:

	For the three months ended
($ in thousands)	March 31, 2013			March 31, 2012
Shareholders’ equity, beginning of period	$	14,535		$	26,153
Net income (loss)	(833		)	(1,234		)
Dividends paid on common stock	(1,664		)	(1,567		)
Dividends paid on preferred stock	(6		)	(6		)
Stock based compensation	218			192
Treasury stock purchases	(62		)	(725		)
Exercise of stock options	—			675
Changes in pension and postretirement benefit plans	93			129
Shareholders’ equity, end of period	$	12,281		$	23,617

NOTE 14:    STOCK BASED COMPENSATION

The Company adopted and, at the annual meeting held on April 29, 2011, its shareholders approved, the Amended and Restated 2008 Long-Term Incentive Plan (the “Amended and Restated LTIP”) to assist the Company and its affiliates in attracting, motivating and retaining selected individuals to serve as employees, directors, consultants and advisors of the Company and its affiliates by providing incentives to such individuals through the ownership and performance of the Company’s common stock.  The Amended and Restated LTIP increased the total number of shares authorized under the Amended and Restated LTIP from 500,000 shares to 1,100,000 shares of common stock.  The increases in the number of shares available under the Amended and Restated LTIP required approval from the New York Public Service Commission (“NYPSC”) and New Jersey Board of Public Utilities (“NJBPU”).  As of March 31, 2012, the Company received approval from both the NYPSC and the NJBPU.  Shares available for grant under the Amended and Restated LTIP may be either authorized but unissued shares or shares that have been reacquired by the Company and designated as treasury shares.  As of March 31, 2013 and December 31, 2012, 24,523 and 675,956  shares, respectively, of the Company’s common stock were available for grant under the Amended and Restated LTIP.  The Amended and Restated LTIP permits the issuance by the Company of awards in the form of stock options, stock appreciation rights, restricted stock and restricted stock units and performance shares.  The exercise price per share of the Company’s common stock purchasable under any stock option or stock appreciation right may not be less than 100% of the fair market value of one share of common stock on the date of grant.  The term of any stock option or stock appreciation may not exceed ten years.  The Amended and Restated LTIP also provides plan participants with a cashless mechanism to exercise their stock options.  Issued restricted stock, stock options and restricted stock units are subject to vesting restrictions.

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Restricted Stock Awards

Stock-based compensation expense for restricted stock awards of $0.2 million was recorded in both the three months ended March 31, 2013 and 2012.  Restricted stock awards have grated vesting schedules and are amortized over their respective vesting periods of two or three years.  The Company records stock-based compensation for grants of restricted stock awards on a straight-line basis over the requisite service period for the entire award.  The Company has determined expected forfeitures based on recent activity and is recognizing compensation expense only for those restricted common stock awards expected to vest.

The following table summarizes the restricted common stock activity during the period ended March 31, 2013:

	March 31, 2013
			Weighted Average Fair
	Shares		Value
Balance - nonvested at January 1, 2013	59,078		$	14.10
Granted	404,932		10.21
Vested	(18,788	)	13.79
Forfeited	(19,974	)	14.64
Balance - nonvested at March 31, 2013	425,248		$	10.38

The total fair value of restricted stock awards that vested during the three months ended March 31, 2013 and 2012 was $0.3 million and $0.4 million, respectively.  As of March 31, 2013, $4.4 million of total unrecognized compensation expense related to restricted common stock is expected to be recognized over a weighted average period of approximately 3 years.

Stock Options

The following tables summarize stock option activity for the three month period ended March 31, 2013, along with options exercisable at the end of the period:

	For the three months ended
	March 31, 2013
Options	Shares		Weighted Average Exercise Price		Weighted Average Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding - Beginning of period	263,554		$	14.02
Stock options granted	395,875		10.11
Exercised	—		—
Forfeited	(123,703	)	14.34
Outstanding - End of period	535,726		$	11.06	9	—
Vested and Expected to Vest at March 31	535,726					—
Exercisable at March 31	102,611					—

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the Company’s closing stock price on the last trading day, March 31, 2013, and the exercise price times the number of shares) that would have been received by the option holders had all the option holders exercised in the money options on March 31, 2012.  This amount changes based on the fair market value of the Company’s common stock.

The fair value of the stock-based awards was estimated using the Black-Scholes model with the following weighted-average assumptions for the three months ended March 31, 2013:

Expected life (in years)	6
Interest rate	1.08		%
Volatility	29.61		%
Dividend yield	10.63		%
Weighted-average fair value per share at grant date	$	0.63

15

The following table sets forth the total stock-based compensation expense resulting from stock options and restricted stock granted to employees that are included in the Company’s consolidated statements of income for the three months ended March 31, 2013 and 2012:

($ in thousands)
Stock-Based Compensation Expense	March 31, 2013		March 31, 2012
Cost of services and products	$	3	$	10
Selling, general and administrative expense	215		182
Total stock-based compensation expense	$	218	$	192

As of March 31, 2013, $0.4 million of total unrecognized compensation expense related to stock options is expected to be recognized over a weighted average period of approximately 3 years.

NOTE 15:    SUBSEQUENT EVENTS

The Company has evaluated subsequent events occurring after the balance sheet date.  Based on this evaluation, the Company has determined that no subsequent events, except for the matter discussed below, have occurred which require disclosure in the condensed consolidated financial statements.

On May 7, 2013, Duane W. Albro, notified the Company of his resignation, effective immediately, from the Board of Directors.

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report on Form 10-Q, including, without limitation, statements containing the words “believes,” “anticipates,” “intends,” “expects” and words of similar import, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economic and business conditions, both nationally and in the geographic regions in which we operate; industry capacity; our ability to continue to pay dividends at our current level; goodwill and long-lived asset impairment; changes in the Orange County-Poughkeepsie Limited Partnership (“O-P”) distributions; risks associated with the exercise of our option to sell our O-P interest back to Verizon; demographic changes; management turnover; technological changes and changes in consumer demand; existing governmental regulations and changes in or our failure to comply with, governmental regulations; legislative proposals relating to the businesses in which we operate; changes to the USF; risks associated with our unfunded pension liability; competition; the loss of any significant ability to attract and retain highly skilled personnel and any other factors that are described in “Risk Factors.” Given these uncertainties, current and prospective investors should be cautioned regarding reliance on such forward-looking statements. Except as required by law, we disclaim any obligation to update any such factors or to publicly announce the results of any revision to any of the forward-looking statements contained herein to reflect future events or developments. For a further discussion of the matters described above, see Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012.

Overview

Warwick Valley Telephone Company, currently doing business as Alteva (we, our or us) is a cloud-based communications company that provides Unified Communication (“UC”) solutions that unify an organization’s communications systems and enterprise hosted Voice over Internet Protocol (“VoIP”).  We also operate a regional Incumbent Local Exchange Carrier (“ILEC”) in southern Orange County, New York and northern New Jersey. We deliver cloud-based UC solutions including enterprise hosted VoIP, Hosted Microsoft Communication Services (OCS and Lync), fixed mobile convergence and advanced voice applications for the desktop. By combining voice service with Microsoft Communications Services products, our customers receive a voice-enabled UC solution that integrates with existing business applications. We have solutions that are designed for the enterprise market of 20 to 500 users per location. Our ILEC operations consist of providing local and toll telephone service to residential and business customers, Internet high speed broadband service, and DIRECTV.

On January 22, 2013, we began doing business as Alteva. Our shareholders will vote on a proposal to amend our certificate of incorporation to change our name from Warwick Valley Telephone Company to Alteva, Inc. at our 2013 annual meeting of shareholders to be held on May 16, 2013.  As part of our rebranding as Alteva, we changed our ticker symbol on the NYSE MKT from WVT to ALTV on February 4, 2013.

On March 5, 2013, Duane W. Albro departed as our President and Chief Executive Officer and David J. Cuthbert was appointed as our President and Chief Executive Officer.

On March 11, 2013, we refinanced our prior credit agreements and entered into a new credit agreement with TriState Capital Bank (“TriState”), as described in greater detail under the heading “Liquidity and Capital Resources” of this item.

This discussion and analysis provides information about the important aspects of our operations and investments, both at the consolidated and segment levels, and includes discussions of our results of operations, financial position and sources and uses of cash.

This discussion and analysis should be read in conjunction with the accompanying Consolidated Financial Statements and Notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q.

Executive Summary

Revenues grew 9% to $7.7 million for the three months ended March 31, 2013, in comparison to $7.1 million for the three months ended March 31, 2012.  The increase in revenues resulted from a 21% increase in revenues from our UC segment as a result of an increase in equipment sales to new customers and an increase in seats on our platform, while the telephone segment revenues were flat quarter over quarter.  During the three months ended March 31, 2013, we had an operating loss of $4.4 million, compared to an operating loss of $3.2 million for the three months ended March 31, 2012.  The increase in operating loss was attributable to increased selling, general and administrative expenses to support the growth of the UC segment and severance costs related to management changes and staff rationalization.  During the three months ended March 31, 2013, we had a net loss of $0.8 million, compared to a net loss of $1.2 million for the three months ended March 31, 2012.

For the past several years, we have experienced declines in telephone access lines within our Telephone segment due to sustained competition and cellular substitution for landline telephone services in our regulated franchise area that has reduced revenue in this segment. We partially offset the decline in telephone access lines by focusing our efforts on identifying and pursuing growth opportunities to increase our ILEC broadband Internet business.

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Results of Operations for the three months ended March 31, 2013 and 2012

The following table presents a summary of operating results for our Telephone and UC operating segments for the periods indicated:

	Three months ended March 31, 2013									Three months ended March 31, 2012
			% of Total		Segment			Segment				% of Total		Segment			Segment
	Revenue		Revenue		Profit (loss)			Margin		Revenue		Revenue		Profit (loss)			Margin
Unified Communications	$	3,956	51	%	$	(3,973	)	(100	)%	$	3,274	46	%	$	(2,771	)	(85	)%
Telephone	3,784		49	%	(430		)	(11	)%	3,807		54	%	(383		)	(10	)%
Total	$	7,740	100	%	$	(4,403	)	(57	)%	$	7,081	100	%	$	(3,154	)	(45	)%

OPERATING REVENUES

Operating revenues for the three months ended March 31, 2013 increased $0.6 million, or 9%, to $7.7 million from $7.1 million in the same period in 2012.  This increase was due primarily to a 21% increase in revenues from our UC segment as a result of an increase in equipment sales to new customers and an increase in seats on our platform.

Revenues for our UC segment increased $0.6 million, or 18% from $3.3 million for the three months ended March 31, 2012 to $3.9 million for the three months ended March 31, 2013.  This increase was primarily due to an increase in equipment revenue of $0.5 million and license and usage revenue of $0.2 million resulting from new customers.

Revenues for our Telephone segment remained constant at $3.8 million for the three months periods ended March 31, 2012 and 2013.  The decrease in access line revenue was offset by an increase in broadband internet services.

OPERATING EXPENSES

Operating expenses for the three months ended March 31, 2013 increased $1.9 million, or 19%, from $10.2 million for the three months ended March 31, 2012 to $12.1 million for the three months ended March 31, 2013.  This increase was primarily due to an increase of 41% in selling, general and administrative expenses associated with the growth of our UC segment. We believe that selling, general and administrative expenses have reached levels to grow our business several times the current revenues.  We do not expect material growth to selling, general and administrative expenses for the remainder of 2013 as we focus on growth and profitability.

Cost of Services and Products

The cost of services and products increased $0.3 million or 9% from $3.5 million for the three months ended March 31, 2012 to $3.8 million for the three months ended March 31, 2013, primarily as a result of the growth in our UC segment.

Cost of services and products for our UC segment increased $0.3 million or 13% from $2.3 million for the three months ended March 31, 2012 to $2.6 million for the three months ended March 31, 2013 and decreased as a percentage of revenue from 70% to 65%.  The decrease as a percentage of revenue was due to leveraging the UC infrastructure over a larger revenue base.

Cost of services and products for our Telephone segment remained constant at $1.2 million for the three months ended March 31, 2012 and 2013.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $1.9 million or 35% from $5.4 million for the three months ended March 31, 2012 to $7.3 million for the three months ended March 31, 2013.  This increase was primarily associated with investments in personnel made to support the growth of the UC segment and severance costs related to management changes and staff rationalization of $1.3 million.   In addition, marketing expenses increased by $0.4 million as part of our re-branding to reflect the Alteva brand and commissions to our channel partners increased by $0.2 million.  These increases were partially offset by $0.2 million of recoveries in our allowance for uncollectible accounts due to collections on accounts previously deemed uncollectible.

Depreciation and Amortization Expense

Depreciation and amortization expense decreased $0.3 million or 23% from $1.3 million for the three months ended March 31, 2012 to $1.0 million for the three months ended March 31, 2013.  This is primarily associated to the lower depreciable basis on our Telephone segment assets as a result of the $8.9 million write-down of property, plant and equipment during the three months ended December 31, 2012.

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TOTAL OTHER INCOME (EXPENSE)

Total other income (expense) for the three months ended March 31, 2013 increased $1.7 million, or 121%, from $1.4 million for the three months ended March 31, 2012 to $3.1 million for the three months ended March 31, 2013.  This increase is due primarily to our income from the equity method investment which was $3.3 million for the three months ended March 31, 2013, an increase of 128%, or $1.8 million from the prior year quarter.  During the second quarter of 2012, our remaining investment in the O-P was reduced to zero.  As a result, all subsequent disbursements received from the O-P is recorded as other income.  The annual cash distributions of $13.0 million we will receive in 2013 from the O-P remains unchanged pursuant to the terms of the 4G Agreement.  For more information on the 4G Agreement and the accounting treatment of the distributions we receive from the O-P, see Note 9 to our Condensed Consolidated Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

We had $1.9 million of cash and cash equivalents at March 31, 2013 as compared with $1.8 million at December 31, 2012.  Our source of cash flows continue to be primarily generated from cash distributions from the O-P and borrowing under our credit facilites.

On March 11, 2013, we entered into a new credit agreement with TriState to provide for borrowings up to $17.0 million with the ability to increase the facility for borrowings up to $20.0 million with the participation of another lender.  All borrowings become due and payable on June 30, 2014. The TriState borrowings incur interest at a variable rate based on either LIBOR or a Base Rate, as defined in the credit agreement, plus an applicable margin 3.50% or 2.00%, respectively. Under the terms of the TriState credit agreement, we are required to comply with certain loan covenants, which include, but are not limited to, the achievement of certain financial ratios as well as certain financial reporting requirements. We must maintain a Consolidated Liquidity Ratio, as defined in the TriState credit agreement, in excess of 1.0 to 1.0, including the value of the Put calculated in accordance with the 4G Agreement, until April 30, 2014.  We are required to obtain the consent of TriState prior to agreeing to any amendment to the agreements we have with the O-P. Our obligations under the TriState credit facility are secured by all of our assets and guaranteed by all of our wholly-owned subsidiaries except for the subsidiary that is operating as an ILEC.  The ILEC subsidiary entered into a negative pledge agreement with TriState whereby the ILEC subsidiary agreed not to pledge any of its assets as collateral or lien to be placed on any of its assets.  On March 11, 2013, we borrowed $15.2 million to repay all borrowings outstanding under the CoBank, Provident and prior TriState credit facilities and retired those facilities.  On March 31, 2013, we repaid $0.7 million of the outstanding borrowings under the new credit agreement with TriState.

Pursuant to the terms of the 4G Agreement, we are guaranteed annual cash distributions from the O-P of $13.0 million for 2013.  The O-P’s cash distributions are made to us on a quarterly basis.  The distributions in excess of our proportionate share of O-P income is considered a return of our investment.

The 4G Agreement also gives us the right (the “Put”) to require one of the O-P’s limited partners to purchase all our ownership interest in the O-P during April 2014 for an amount equal to the greater of (a) $50 million or (b) the product of five (5) times 0.081081 times the O-P’s 2013 EBITDA, as defined in the 4G Agreement.

CASH FROM OPERATING ACTIVITIES

The increase in net cash provided by operating activities for the three months ended March 31, 2013 was primarily due to changes in working capital, which provided $0.5 million of cash that was driven by an increase in accrued wages of a $1.2 million due to the timing of wage payments and a decrease in accounts receivable of $0.6 million due to increased collections. Operating cash flows included $1.8 million of distributions from the O-P that represented our share of the O-P’s income.

For the three months ended March 31, 2012, net cash used in operating activities was $1.5 million.  Operating cash flows included $1.4 million of distributions from the O-P that represented our share of the O-P’s income.

CASH FROM INVESTING ACTIVITIES

Net cash provided by investing activities of $1.0 million for the three months ended March 31, 2013 was primarily due to distributions we received from the O-P in excess of our share of the O-P’s income of $1.4 million.  Net cash provided by investing activities of $1.4 million for the three months ended March 31, 2012 was primarily due to distributions from the O-P in excess of our share of the O-P’s income of $1.8 million.  Capital expenditures, excluding seat licenses, have decreased to $0.2 million during the three months ended March 31, 2013 as compared to $0.3 million for the corresponding period in 2012.  Our planned expenditures for 2013 are to be down compared to 2012, as we made significant additions to our infrastructure in 2012 to support future revenue growth.  Generally, planned capital expenditures for 2013 are to support our planned product releases as we seek to enhance our solutions and provide increased value to our customers.

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CASH FROM FINANCING ACTIVITIES

We used $1.4 million in financing activities during the three months ended March 31, 2013 compared to $2.2 million for the three months ended March 31, 2012.  Dividends declared on our common shares by the Board of Directors were $0.27 per share for the three months ended March 31, 2013 and 2012.  The total amount of dividends paid on our common shares by us for each of the three months ended March 31, 2013 and 2012 was $1.7 million and $1.6 million, respectively.  The additional financing activities for the three months ended March 31, 2013 is attributed to the repayment of debt of $15.1 million offset by $15.5 million proceeds from our new debt with TriState.  Additional financing activities for March 31, 2012 are attributed to repayment of long-term borrowing of $0.4 million and $0.2 million in payments due in relation to the acquisition of certain assets of Alteva, LLC during fiscal 2011.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are not subject to any material market risk. Our exposure to changes in interest rates results from our borrowing activities. There were no material changes to our quantitative disclosure about market risk as presented in item 7a of our Annual Report on Form 10-K for the year ended December 31, 2012

ITEM 4.  CONTROLS AND PROCEDURES

Background

On May 10, 2013, the Audit Committee of the Board of Directors (the “Audit Committee”) of the Company, upon management’s recommendation, determined that the Company’s Consolidated Statements of Cash Flows in the consolidated financial statements for the fiscal years ended December 31, 2011 and 2012, and the Condensed Consolidated Statements of Cash Flows for the fiscal quarters ended June 30, 2011, September 30, 2011, March 31, 2012, June 30, 2012 and September 30, 2012, need to be restated and should no longer be relied upon. Specifically, the Company previously presented distributions in excess of income from equity investments as cash flows from operating activities and the Company is now presenting these distributions as cash flows from investing activities.  This restatement had no impact on the reported net increase (decrease) in cash and cash equivalents during the applicable periods.  Likewise, this restatement had no impact on the Company’s Condensed Consolidated Statements of Operations, Statements of Comprehensive Income (Loss), Balance Sheets or Statements of Shareholders’ Equity for the applicable periods. This determination was made in connection with the preparation of the Company’s quarterly report on Form 10-Q for the three months ended March 31, 2013.

Evaluation of Disclosure Controls and Procedures

As of March 31, 2013, our management carried out an assessment, under the supervision of and with the participation of our Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b).  As a result of this assessment, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2013 because of the material weakness that resulted in the misstatement of disclosures and in the restatement of our consolidated statement of cash flows for the fiscal years ended December 31, 2011 and 2012, and the Condensed Consolidated Statements of Cash Flows for the fiscal quarters ended June 30, 2011. September 30, 2011, March 31, 2012, June 30, 2012 and September 30, 2012, need to be restated and should no longer be relied upon.

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Plan for Remediation of Material Weakness

We have already begun the remediation process for the material weakness identified at March 31, 2013 by performing additional reviews and have added additional resources with technical backgrounds to the financial reporting function. Management believes that the new review processes combined with recent organizational changes will remediate the identified control deficiency.

As part of our evaluation of and improvement of the effectiveness of our internal control over financial reporting, we have taken the following measures to remediate the material weakness that was identified as of December 31, 2012 specifically related to the accuracy and valuation of the accounting for and disclosure of income taxes.  During the first quarter of 2013, we worked with our internal and external resources to enhance our process around the identication, evaluation, review and reporting of our taxes.

Changes in Internal Control Over Financial Reporting

Other than as discussed above under “Plan for Remediation of Material Weakness,” there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the first quarter ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1A. - RISK FACTORS

Risks related to our business are detailed in our Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission.

ITEM 6. EXHIBITS

#10.1Employment Agreement effective March 5, 2013 between Warwick Valley Telephone Company and David J. Cuthbert.

10.2Credit Agreement, dated as of March 11, 2013 by and among Warwick Valley Telephone Company and TriState Capital Bank.

10.3Revolving Credit Note, dated March 11, 2013 from Warwick Valley Telephone Company to TriState Capital Bank.

31.1Rule 13a-14(a)/15d-14(a) Certification signed by David J. Cuthbert, President, and Chief Executive Officer.

31.2Rule 13a-14(a)/15d-14(a) Certification signed by Brian H. Callahan, Executive Vice President, Chief Financial Officer and Treasurer.

32.1Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by David J. Cuthbert, President, and Chief Executive Officer.

32.2Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by Brian H. Callahan, Executive Vice President, Chief Financial Officer and Treasurer.

# Management contract or compensatory plan or arrangement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Warwick Valley Telephone Company
		(Registrant)
Date:	May 10, 2013	/s/ David J. Cuthbert
		David J. Cuthbert
		President and Chief Executive Officer
		(Principal Executive Officer)
Date:	May 10, 2013	/s/ Brian H. Callahan
		Brian H. Callahan
		Executive Vice President, Chief Financial Officer
		and Treasurer (Principal Financial and Accounting Officer)

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Index to Exhibits

10.1Employment Agreement effective March 5, 2013 between Warwick Valley Telephone Company and David J. Cuthbert.

10.2Credit Agreement, dated as of March 11, 2013 by and among Warwick Valley Telephone Company and TriState Capital Bank.

10.3Revolving Credit Note, dated March 11, 2013 from Warwick Valley Telephone Company to TriState Capital Bank.

31.1Rule 13a-14(a)/15d-14(a) Certification signed by David J. Cuthbert, President, and Chief Executive Officer.

31.2Rule 13a-14(a)/15d-14(a) Certification signed by Brian H. Callahan, Executive Vice President, Chief Financial Officer and Treasurer.

32.1Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by David J. Cuthbert, President, and Chief Executive Officer.

32.2Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by Brian H. Callahan, Executive Vice President, Chief Financial Officer and Treasurer.

* 101.INS	XBRL Instance Document
* 101.SCH	XBRL Taxonomy Extension Schema Document
* 101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
* 101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
* 101.LAB	XBRL Taxonomy Extension Label Linkbase Document
* 101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Pursuant to Rule 406T of Regulation S-T, the information in this exhibit is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, David J. Cuthbert, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Warwick Valley Telephone Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 10, 2013

/s/ David J. Cuthbert

David J. Cuthbert

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Brian H. Callahan, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Warwick Valley Telephone Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2013

/s/ Brian H. Callahan

Brian H. Callahan

Executive Vice President, Chief Financial Officer and Treasurer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT 0F 2002

In connection with the Quarterly Report of Warwick Valley Telephone Company (the “Company”) on Form 10-Q for the period ending March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David J. Cuthbert, the President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/David J. Cuthbert

David J. Cuthbert

President and Chief Executive Officer

(Principal Executive Officer)

May 10, 2013

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT 0F 2002

In connection with the Quarterly Report of Warwick Valley Telephone Company (the “Company”) on Form 10-Q for the period ending March 31, 2013   as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian H. Callahan, the Executive Vice President, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/Brian H. Callahan

Brian H. Callahan

Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

May 10, 2013

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

The parties to this Employment Agreement (the “Agreement”) are Warwick Valley Telephone Company, a New York corporation having its principal offices at 47 Main Street, Warwick, New York 10990 (the “Company”), and David J. Cuthbert, an individual residing at [                    ] (the “Executive”).

RECITALS

A.The Company is engaged in the business of providing cloud-based Unified Communications and Collaboration (“UC”) solutions for businesses (the “Business” of the Company).

B.The Company desires to employ the Executive as its President and Chief Executive Officer, and the Executive desires to accept such employment with Company upon the terms and conditions set forth below.

In consideration of these recitals and the mutual covenants and agreements contained in this Agreement, the Company and the Executive agree as follows:

1.Employment.  Subject to the terms and conditions set forth in this Agreement, the Company hereby agrees to employ the Executive and the Executive hereby accepts employment as the President and Chief Executive Officer (“CEO”).

2.Effective Date.  This Agreement shall be effective, and the Employment Period shall commence, upon March 5, 2013 (the “Effective Date”).

3.Term of Employment.

(a)The period of the Executive’s employment under this Agreement shall begin as of the Effective Date and shall continue until March 5, 2016 (the “Initial Term”), and shall be renewed automatically for successive one-year periods thereafter (each, a “Renewal Period”), unless the Executive or the Company gives written notice of nonrenewal to the other at least sixty (60) days before the expiration of the Initial Term or any subsequent Renewal Period.

(b)Notwithstanding the foregoing, the Executive’s employment may be terminated by the Company or by the Executive at any time for any reason.

(c)As used in this Agreement, the term “Employment Term” refers to the Executive’s period of employment from the Effective Date until the date his employment terminates.

4.Duties.  While employed by the Company, the Executive shall serve as the President and CEO of the Company, and will have such responsibilities, duties, and authorities, and render such services to the Company, consistent with such position, as the Board of Directors of the Company (the “Board”) or the Compensation Committee of the Board of Directors (the “Compensation Committee”) through its properly delegated authority, may from time to time direct.  The Executive acknowledges that his duties and responsibilities will require his full-time

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business efforts, time, and attention, and the Executive agrees that during the term of this Agreement, he will not engage in any other business activity or have any business pursuits or interests except activities or interests which Board has determined, in its reasonable judgment, after notice by the Executive, do not conflict with the business of the Company or interfere with the performance of the Executive’s duties hereunder.  The Executive acknowledges that he must receive approval from the Board before serving on any public, private for profit or other Board.  The Executive agrees to perform his duties and discharge his responsibilities in a diligent, efficient and faithful manner and to the best of his ability, and to use his best efforts to promote the interests of the Company.  The Executive shall abide by the various policies, procedures, rules, and practices established by the Company provided that such policies are first provided to Executive in writing as such policies currently exist or in the future may be adopted, modified, or terminated by the Company in its sole discretion.  The Board reserves the right from time to time to assign additional duties and responsibilities to the Executive that are not inconsistent with the Executive’s position as President and CEO of the Company.  The Executive will exercise his judgment in accordance with the highest ethical standards.

5.Base Salary.  During the Employment Term, the Company agrees that the Executive shall receive a base salary (the “Base Salary”), which shall be earned and payable according to the Company’s regular payroll policies and practices.  The Base Salary shall be $375,000 annually, with annual increases at the discretion of the Board or the Compensation Committee.

6.Annual Bonus.  During the Employment Term, the Executive shall be eligible to receive an Annual Bonus each year, as determined in accordance with the applicable Bonus Metric approved by the Board (or the Compensation Committee) for the Executive for such year.  The Executive will be eligible to receive an Annual Bonus of one hundred percent (100%) of Base Salary based on a target tied 50% to Company budgeted performance, and the balance of 50% being discretionary with the Board.  The Annual Bonus shall not exceed 200% of Base Salary.  For 2013, the Bonus Metric will be provided by the Board (or the Compensation Committee) to the Executive by March 31, 2013.  For 2014, and all subsequent years in which this Agreement is in effect, the Bonus Metric will be mutually agreed by the Executive and the Board (or the Compensation Committee) prior to January 31st of each calendar bonus year.  Any payments made under the Bonus Metric shall be paid as a lump sum, less applicable withholdings, no later than 2.5 months after the end of the fiscal year in which the Annual Bonus was earned, subject to the Company closing the applicable year’s financial results.  The Board (or the Compensation Committee) has the right to change, replace, or eliminate the Bonus Metric in its sole discretion at any time and for any reason.  Except as otherwise provided by Section 18 of this Agreement, in order to be eligible to receive payment of any portion of an Annual Bonus, the Executive must be actively employed by the Company on the date of payment.  The Executive acknowledges that the determination of the amount of Executive’s Annual Bonus shall be made by the Board (or the Compensation Committee), consistent with the Bonus Metric as described in this Section 6.

7.Incentive Compensation.  During the Employment Term, the Executive shall be eligible for participation in the Company’s long term incentive plans, stock option plans, and other Company equity incentive plans now or hereafter adopted for executives of the Company.

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8.Benefit Plans and Fringe Benefits.  The Executive shall be eligible to participate in the following benefits as are generally available to executives of the Company:

(a)the Executive shall be eligible to participate in any 401(k) savings plan generally made available by the Company to other similarly situated executives in accordance with the eligibility requirements of such plans and subject to the terms and conditions set forth in such plans as such plan or plans may be adopted, amended, modified, and/or terminated by the Company from time to time in its sole discretion (it being expressly understood that nothing herein entitles the Executive to participate in any defined benefit plan or receive any benefit in lieu thereof); and

(b)the Executive shall be eligible to participate in any health and welfare plans made available to other similarly situated executives, including, but not limited to, any medical and dental benefit plan, life insurance plan, short-term and long-term disability plans, or other executive benefit or fringe benefit plan.

9.Vacation.  The Executive shall be eligible to receive twenty-five (25) days of vacation per calendar year.  Any unused vacation shall carry over to the following calendar year, up to a maximum of fifty (50) days.   The Executive shall also be eligible for other paid time-off (e.g., holidays, personal days, absences due to illness, etc.) as provided for in Company policy.

10.Signing Bonus.  The Company shall pay the Executive $200,000 (the “Signing Bonus”), to be paid in four (4) equal installments of $50,000 on a quarterly basis.  The installment payments shall be made in the following manner: the first installment shall be paid to the Executive upon execution of this Agreement; the second installment payment shall be paid to the Executive on June 30, 2013; the third installment payment shall be paid to the Executive on September 30, 2013; and the final installment payment shall be paid to the Executive on December 31, 2013; provided, however, that no payments shall be paid after March 15, 2014.  The Signing Bonus shall not be subject to clawback; however, if the Executive voluntarily resigns or is terminated by the Company For Cause within the first year of this Agreement, then the Company shall not make any Signing Bonus payments after the termination date.

11.Restricted Stock Grant and Stock Option Grant.

(a)Within thirty (30) days of the date of execution of this Agreement, the Company shall grant the Executive a total of 150,000 restricted shares of common stock of the Company, to be granted in the following manner as required by the Company’s plan: 50,000 shares to be vested on the one year anniversary of date of grant; 50,000 shares to be vested on the second anniversary of the date of grant; and 50,000 shares to be vested on the third anniversary of the date of grant.  The granting of such shares in the manner outlined above shall be subject to the Executive’s continued employment on those dates.

(b)Within thirty (30) days of the date of execution of this Agreement, the Company shall also grant the Executive an option, under the Company’s equity incentive plan, to purchase 75,000 shares of outstanding common stock of the Company, exercisable at fair market value on the date of grant, which is the closing price of the Company’s stock on the date of grant.  This option shall be fully vested as of the date of grant.

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12.Expense Reimbursement.  The Company shall promptly reimburse the Executive for the ordinary and necessary business expenses incurred by the Executive in the performance of his duties under this Agreement in accordance with the Company’s customary practices applicable to executives, provided that such expenses are incurred and accounted for in accordance with the Company’s expense reimbursement policy.  Reimbursement shall be made as soon as administratively practicable following the Executive’s submission of the necessary documentation and receipts required under the Company’s expense reimbursement policy.

13.Indemnification.  The Executive will be covered by the Company’s standard Director’s and Officer’s Indemnification Agreement, providing for indemnification consistent with the New York Business Corporation Law and the Company’s by-laws.

14.Withholding of Taxes.  The Company shall deduct or withhold from any compensation and benefits and any other payments made to Executive pursuant to this Agreement, all amounts which may be required to be deducted or withheld under any applicable federal, state, or local law now in effect or which may become effective during the term of this Agreement (including, but not limited to, Social Security contributions and income tax withholdings).  In addition, the Company shall deduct from the Base Salary any of the Executive’s contributions to benefit plans and/or policies as provided by the plans and policies described in Section 8, above.

15.Executive Covenants.

(a)Non-Disclosure of Confidential Information.

(i)The Executive acknowledges that during the course of his employment with the Company, the Executive will acquire and have access to Confidential Information (as defined below) belonging to the Company and its affiliates, subsidiaries, divisions, and joint ventures (collectively referred to as the “Company” throughout and for purposes of this Section 15), and that this Confidential Information is vital, sensitive, confidential, and proprietary to the Company.  During the Employment Term and after the termination thereof, the Executive agrees that he shall keep secret and retain the confidential nature of all Confidential Information and take such other precautions with respect thereto as the Company, in its sole discretion, may reasonably request.  The Executive agrees that he shall not at any time, whether during the Employment Term or after the termination thereof, and either directly or indirectly, use, copy, disclose, disseminate, or otherwise make available to any other person, organization, or entity any Confidential Information.  Notwithstanding the foregoing, the Executive may use, copy, or disclose Confidential Information to the extent required in the performance of his duties under this Agreement and to the extent that he is required to do so pursuant to applicable law.

(ii)For purposes of this Agreement, “Confidential Information” shall mean all information pertaining to the business and operations of the Company and that is not generally available to the public or generally known in the industry, and that the Company desires to keep confidential, whether owned by the Company or a third party to whom the Company owes an obligation of confidentiality, whether written or oral, and regardless of the form or manner in which it is furnished, including, but not limited to, trade secrets, proprietary developments, manufacturing processes and techniques, inventions, financial and business information, information as to customers and customer lists, sales and marketing information, vendors,

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distributors, or suppliers responsible for entering into contracts with the Company, the Company’s financial arrangements with its distributors and suppliers, leads and referrals to prospective customers, mailing lists, accounts receivables and accounts payables, pricing strategies, strategies and plans for future business, new business, new products or other developments, potential acquisitions or divestitures, information as to suppliers and their credit and order terms, pricing information, personnel information of the employees of the Company, and all documents and other tangible work product of the Executive developed or to be developed as a part or in furtherance of, or during the working hours of, Executive’s engagement with the Company, including all financial data, customers and prospective customers developed or to be developed or identified or to be identified by the Executive.  Confidential Information shall not include information which is or becomes generally available to the public or generally known in the industry other than as a result of a disclosure by the Executive in violation of this Agreement.

(iii)All Confidential Information disclosed or made available by the Company to the Executive (excluding Executive’s records relating to his compensation and benefits under this Agreement) shall at all times remain the personal property of the Company and all documents, lists, plans, proposals, records, computer disks, and other tangible items supplied to the Executive that constitute or contain Confidential Information shall, together with all copies thereof, and all other property of the Company, be returned to the Company immediately upon termination of employment as provided below at Section 18.

(b)Non-Competition.  The Executive acknowledges that his services are special and unique, and the compensation provided under this Agreement is partly in consideration of and conditioned upon the Executive not competing with the Company, and that a covenant by the Executive not to compete is essential to protect the business and goodwill of the Company.  Accordingly, except as provided below, the Executive agrees that for a period of twelve (12) months after the termination of his employment (the “Restricted Period”), whether such termination was voluntary or involuntary, the Executive shall not be engaged or interested as a director, officer, stockholder (except as provided below), employee, partner, individual proprietor, lender, or in any other capacity, in any business which is competitive with the business of the Company as conducted at the time of the Executive’s termination of employment and which involves the Executive’s knowledge, actions, or assistance within the states of Pennsylvania, New Jersey, New York, Delaware, Maryland, Connecticut, Rhode Island, or Massachusetts (the “Restricted Territory”); however, this restriction will not apply to new kinds of business in which the Executive may engage in the future, after such termination, unless the Executive has been actively engaged in the development or otherwise involved in such business while employed by the Company.  In addition, the Executive agrees that during the Restricted Period, he shall not recruit or solicit any other person who is or was an employee of the Company while the Executive was also an employee, to any business which is competitive with the business of the Executive as conducted at the time of the Executive’s termination of employment and which involves the Executive’s knowledge, actions, or assistance within the Restricted Territory.  Nothing herein shall prohibit the Executive from investing in any securities of any corporation which is in competition with the Company, whose securities are listed on a national exchange or traded in the over-the-counter market if Executive shall own less than 5% of the outstanding securities of such operation.

(c)Non-Solicitation.  The Executive acknowledges and agrees that during the course of and solely as a result of his employment with the Company, he will come into contact

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with some, most, or all of the Company’s customers and will have access to Confidential Information regarding the Company’s customers, distributors, and suppliers.  Consequently, the Executive covenants and agrees that for a period of twelve (12) months after the termination of his employment, whether such termination is voluntary or involuntary, the Executive will not directly or indirectly solicit or initiate contact with any customer, former customer, or prospective customer of the Company for the purpose of selling products or services to the customer that are competitive with the products or services purchased by the customer from the Company.  This restriction shall apply to any customer, former customer, or prospective customer of the Company with whom the Executive had contact or about whom the Executive obtained Confidential Information during his employment with the Company.  For the purposes of this Agreement, “contact” means interaction between the Executive and the customer or then prospective customer that takes place to further the business relationship, or making sales to or performing services for the customer or prospective customer on behalf of the Company.

(d)Enforcement of Covenants.  The Executive acknowledges that the duration of the Restricted Period and the geographic scope of the Restricted Territory are fair and reasonable and are reasonably required for the protection of the Company’s business interests, including its goodwill.  The Executive also acknowledges and agrees that compliance with the covenants set forth in this Section 15 are necessary to protect the Confidential Information, of the Company, and that any breach of the covenants in this Section 15 will cause irreparable and continuing harm to the Company, for which monetary damages may not provide adequate relief.  As such, the Executive consents to the Company’s obtaining from a court having jurisdiction specific performance, an injunction, a restraining order or any other equitable relief in order to enforce any such provision.  The right to obtain such equitable relief shall be in addition to, and not in lieu of, any other remedy to which the Company is entitled under applicable law (including, but not limited to, monetary damages).  If any court of competent jurisdiction shall at any time deem the term of this Agreement or any particular provision set forth in this Section 15 too lengthy or too broad, the other provisions of this Agreement shall nevertheless stand, the Restricted Period herein shall be deemed to be the longest period permissible by law under the circumstances, and the Restricted Territory herein shall be deemed to be the broadest geographical area permissible by law under the circumstances.  The court in each case shall reduce the time period to the permissible duration, and the Executive shall be bound by such reformed terms.

16.Disclosure and Assignment of Rights to Intellectual Property.

(a)The Executive shall promptly and fully disclose all Intellectual Property to the Company.  For purposes of this Agreement, “Intellectual Property” shall include any and all improvements, inventions, ideas, technology, work of authorship, work products, materials, information, know-how, properties, or rights that are directly or indirectly conceived, developed, reduced to practice, delivered, or contributed to, in whole or in part, by the Executive, either alone or jointly with others, and whether or not made during normal business hours or with the Company’s or any affiliate’s facilities, materials, personnel, property, or resources either during the Term of Employment with the Company or as part of the Services provided by the Executive to the Company.  Notwithstanding the foregoing sentence, any of the matters described in the foregoing sentence that were made without material use of the Company’s or any affiliate’s facilities, materials, personnel (other than the Executive) or other property or resources (including, for purposes of clarification, Confidential Information), and do not directly or indirectly relate to the

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business of the Company shall not be considered “Intellectual Property” for purposes of this Agreement.

(b)The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual Property.  The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights, or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights, or other proprietary rights to the Intellectual Property.  The Executive will not charge the Company for time spent in complying with these obligations.  All copyrightable works that the Executive creates while employed by the Company hereunder that relate, directly or indirectly, to the business of the Company, shall be considered “work made for hire.”

17.Return of Company Property and Information.  Executive agrees that when his employment with the Company ends, he will immediately return to the Company all property, data, information, and knowledge that are in his possession or under his control, including without limitation all documents, forms, correspondence, financial records and forecasts, operation manuals, notebooks, reports, proposals, computer programs, software, software documentation, employee handbooks, supervisor’s manuals, lists of clients and referral sources, client data, and all copies thereof, relating in any way to the business of the Company, and owned by the Company or by a client of the Company, made or obtained by Executive during his employment with the Company, whether or not such data, information, or knowledge constitute confidential or trade secret information.

Executive further agrees that if, at any time during the course of his employment with the Company, he uses any computer, server, or e-mail system owned by Executive or by a member of his immediate family to receive, store, review, prepare, or transmit any Company confidential or proprietary data, materials, or information, then, when his employment with the Company ends, he will immediately provide the Company with a computer-useable copy of all such information and then will permanently delete and expunge such confidential or proprietary information from those systems.  Executive further agrees, upon request by the Company, to provide a signed and notarized certification that he has complied with this provision or, in the alternative, to provide a signed and notarized certification that there was no Company confidential or proprietary data, material, or information on any computer, server, or e-mail system owned by Executive or his immediate family, and therefore that no copying or deletion was necessary.

18.Termination of Employment.  The Executive’s employment may be terminated by the Company or by the Executive at any time and for any reason without prior notice.

(a)Termination for Any Reason.  Upon termination of the Executive’s employment for any reason under this Agreement, the Executive (or his designated beneficiary or estate, as the case may be) shall be entitled to receive any accrued but unpaid Base Salary for services rendered through the date of termination, as well as any accrued but unpaid expenses that are appropriately documented and required to be reimbursed under this Agreement and any accrued and unused vacation days, up to a maximum of twenty-five (25) days, as of the date of termination.

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(b)Death.  This Agreement and the Executive’s employment shall terminate upon Executive’s death, and the Company shall have no further obligations under this Agreement or otherwise with respect to the Executive’s employment, from and after the date of death (except with respect to payment of the Executive’s Base Salary and other benefits accrued and unpaid through the date of death).

(c)Resignation.  Except as otherwise provided below at Section 18(g), this Agreement and the Executive’s employment shall terminate upon the Executive’s resignation, and the Company shall have no further obligation under this Agreement or otherwise with respect to the Executive’s employment, from and after the date of resignation (except with respect to payment of the Executive’s Base Salary and other benefits accrued and unpaid through the date of resignation).

(d)Total Disability.  The Company may terminate this Agreement and the Executive’s employment upon him becoming Totally Disabled.  For purposes of this Agreement, the term “Totally Disabled” shall mean physical or mental incapacity so as to render the Executive incapable of performing his usual and customary duties under this Agreement without reasonable accommodation for a period of more than one hundred eighty (180) days in a twelve (12) month period.  If there is a dispute between the Company and the Executive as to whether Total Disability has occurred for purposes of this Section 18(d), then the Executive agrees to undergo a medical examination by an independent medical doctor (selected by the Company’s applicable health or disability insurer or, if such insurer does not do so, by the Company) to make the Total Disability determination.

(e)Termination For Cause.  The Company may terminate this Agreement and the Executive’s employment For Cause at any time without prior notice.

(i)For purposes of this Agreement, the term “Cause” shall mean any of the following:

(A)a conviction of a crime or a nolo contendere plea involving the alleged commission by Executive of a felony or of a criminal act involving, in the good faith judgment and sole discretion of the Board, fraud, dishonesty, or moral turpitude;

(B)a deliberate and continued refusal to perform the duties under this Agreement, or any other duties reasonably requested by the Board, after fifteen (15) days’ written notice by certified mail of such failure to perform, specifying that the failure constitutes cause (other than as a result of vacation, sickness, injury, or illness);

(C)the Executive’s material breach of any provision of this Agreement that could reasonably be expected to have an adverse impact on the Company, which breach is not cured or corrected (if capable of being cured or corrected) within fifteen (15) days’ of Executive’s receipt of written notice by certified mail from the Company of such failure to perform, specifying that the failure constitutes cause;

(D)fraud or embezzlement, as determined in the good faith judgment of the Board after appropriate investigation;

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(E)gross misconduct or gross negligence by the Executive in connection with the business of the Company or an affiliate which has a substantial adverse effect on the Company or the affiliate; or

(F)breach of the terms of confidentiality, non-solicitation, and non-competition provisions of Section 15 of this Agreement.

(ii)If the Executive’s employment is terminated by the Company For Cause, then:

(A)the Company shall have no further obligations under this Agreement or otherwise with respect to the Executive’s employment, from and after the termination date (except with respect to payment of the Executive’s Base Salary and other benefits accrued and unpaid through the date of termination); and

(B)the Company shall continue to have any other rights available to it hereunder (including, without limitation, all rights under Sections 15 through 17 of the Agreement) at law or in equity.

(f)Termination Without Cause.  The Company may also terminate this Agreement and the Executive’s employment with immediate effect and for any reason at any time Without Cause.  If the Executive’s employment is terminated under this Section 18(f), and if Executive executes and delivers and does not revoke a valid Release and Waiver as required by Section 19 of this Agreement and complies with the requirements at Section 17 of this Agreement for returning Company property and information, then, in addition to the payments provided in Section 18(a), the Executive shall be entitled to the following compensation and benefits:

(i)Severance Pay.  The Company shall pay the Executive his Base Salary (in effect as of the date of his termination of employment) for the duration of the Severance Period.  For purposes of this Section 18(f), the “Severance Period” shall mean the greater of the following: (A) the remaining period of the unexpired portion of the Initial Term or any subsequent Renewal Period of the Agreement; or (B) twelve (12) months.  Payment of Severance Pay under this Section 18(f) shall be payable over twelve (12) months from the date of termination of employment, in accordance with the Company’s standard payroll practices.  However, no payment shall be made before the expiration of the revocation period for the Release and Waiver, with any amounts not paid in such period to be paid in the day following the expiration of the revocation period for the Release and Waiver, or on the 1st day of the later calendar year, if applicable.  If the period to execute and not revoke the Release and Waiver crosses from one calendar year to another calendar year, then no payment shall be made any sooner than the later calendar year.

(ii)Annual Bonus.  The Company shall pay the Executive any Annual Bonus that was earned in the prior employment year under the Bonus Metric for the prior employment year but remains unpaid as of the date of termination of employment.  The Company shall also make a payment to the Executive that is equivalent to the Executive’s target Annual Bonus under the Bonus Metric for the year in which termination occurs, pro-rated to the date of termination as determined based upon actual performance and paid no later than March 15th of the year following the year in which it was earned.  Such payment shall be subject to the Company

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closing the applicable year’s financial results and is made at the discretion of the Board or the Compensation Committee, in a manner consistent with the Bonus Metric applicable to such year.

(iii)Benefits Continuation.  For the duration of the Severance Period, as defined above at Section 18(f)(i), the Company shall continue to provide the Executive and his family with the health and welfare benefits that the Executive and his family were receiving as of the date of the Executive’s termination of employment.  These benefits shall include, but are not limited to, benefits under any medical and dental benefits plans, life insurance plan, short-term and long-term disability plans, or other executive benefit or fringe benefit plan, which Executive and his family were receiving as of the date of the Executive’s termination of employment.  The Company shall provide such benefits at the same cost to Executive as the cost, if any, charged to the Executive for those benefits as of the date of his termination of employment.  To the extent that the provision of the benefits provided at this Section 18(f) at the Company’s expense during the six (6) month period following the Executive’s termination of employment would violate the requirements of Section 409A, then Executive shall be required to pay to the Company the Company’s portion of the cost of such benefits during such six (6) month period, and the Company shall reimburse the Executive for the amounts so paid by Executive on the six (6) month anniversary of his termination, or as soon as administratively practicable thereafter, but no later than ninety (90) days thereafter.

(iv)Equity Vesting Acceleration.  The vesting of and the lapsing of restrictions on any unvested or restricted equity compensation (e.g., stock options, restricted stock, etc.) shall be accelerated.

(g)Resignation for Good Reason.  In the event that the Executive’s employment is terminated by the Executive upon his resignation for Good Reason (as defined at Section 18(g)(v) below), and if the Executive executes and delivers and does not revoke a valid Release and Waiver as required by Section 19 of this Agreement and complies with the requirements at Section 17 of this Agreement for returning Company property and information, then, in addition to the payments provided at Section 18(a), the Executive shall be entitled to the following compensation and benefits:

(i)Severance Pay.  The Company shall pay the Executive his Base Salary (in effect as of the date of his termination of employment) for the duration of the Severance Period.  For purposes of this Section 18(g), the “Severance Period” shall mean the greater of the following: (A) the remaining period of the unexpired portion of the Initial Term or any subsequent Renewal Period of the Agreement; or (B) twelve (12) months.  Payment of Severance Pay under this Section 18(g) shall be payable over twelve (12) months from the date of termination of employment, in accordance with the Company’s standard payroll practices.  However, no payment shall be made before the expiration of the revocation period for the Release and Waiver, with any amounts not paid in such period to be paid in the day following the expiration of the revocation period for the Release and Waiver, or on the 1st day of the later calendar year, if applicable.  If the period to execute and not revoke the Release and Waiver crosses from one calendar year to another calendar year, then no payment shall be made any sooner than the later calendar year.

(ii)Annual Bonus.  The Company shall pay the Executive any Annual Bonus that was earned in the prior employment year under the Bonus Metric for the prior

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employment year but remains unpaid as of the date of termination of employment.  The Company shall also make a payment to the Executive that is equivalent to the Executive’s target Annual Bonus under the Bonus Metric for the year in which termination occurs, pro-rated to the date of termination as determined based upon actual performance and paid no later than March 15th of the year following the year in which it was earned.  Such payment shall be subject to the Company closing the applicable year’s financial results and is made at the discretion of the Board or the Compensation Committee, in a manner consistent with the Bonus Metric applicable to such year.

(iii)Benefits Continuation.  For the duration of the Severance Period, as defined above at Section 18(g)(i), the Company shall continue to provide the Executive and his family with the health and welfare benefits that the Executive and his family were receiving as of the date of the Executive’s termination of employment.  These benefits shall include, but are not limited to, benefits under any medical and dental benefits plans, life insurance plan, short-term and long-term disability plans, or other executive benefit or fringe benefit plan, which Executive and his family were receiving as of the date of the Executive’s termination of employment.  The Company shall provide such benefits at the same cost to Executive as the cost, if any, charged to the Executive for those benefits as of the date of his termination of employment.  To the extent that the provision of the benefits provided at this Section 18(g) at the Company’s expense during the six (6) month period following the Executive’s termination of employment would violate the requirements of Section 409A, then Executive shall be required to pay to the Company the Company’s portion of the cost of such benefits during such six (6) month period, and the Company shall reimburse the Executive for the amounts so paid by Executive on the six (6) month anniversary of his termination, or as soon as administratively practicable thereafter, but no later than ninety (90) days thereafter.

(iv)Equity Vesting Acceleration.  The vesting of and the lapsing of restrictions on any unvested or restricted equity compensation (e.g., stock options, restricted stock, etc.) shall be accelerated.

(v)For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following:

(A)the assignment of duties to the Executive that are materially inconsistent with the Executive’s current authorities, duties, responsibilities, and status;

(B)any reduction in the Executive’s Base Salary;

(C)any reduction in the Executive’s title, position, or reporting lines;

(D)the relocation of the Executive to an office or location that is more than seventy-five (75) miles from the office or location of the Executive’s work; or

(E)requiring the Executive to travel on Company business to a substantially greater extent than required as of the date of a Change in Control, as defined at Section 18(h)(v).

(h)Termination by the Company Without Cause in Connection with a Change in Control.  In the event that the Executive’s employment is terminated by the Company

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Without Cause within the twenty-four (24) month period following a Change in Control (as defined at Section 18(h)(v) below), and if Executive executes and delivers and does not revoke a valid Release and Waiver as required by Section 19 of this Agreement and complies with the requirements at Section 17 of this Agreement for returning Company property and information, then, in addition to the payments provided in Section 18(a), but subject to Section 18(h)(vii) below, the Executive shall be entitled to the following compensation and benefits:

(i)Severance Pay.  The Company shall pay the Executive his Base Salary (in effect as of the date of his termination of employment) for the duration of the Severance Period.  For purposes of this Section 18(h), the “Severance Period” shall mean the greater of the following: (A) the remaining period of the unexpired portion of the Initial Term or any subsequent Renewal Period of the Agreement; or (B) eighteen (18) months.  Payment of Severance Pay under this Section 18(h) shall be payable over twelve (12) months from the date of termination of employment, in accordance with the Company’s standard payroll practices.  However, no payment shall be made before the expiration of the revocation period for the Release and Waiver, with any amounts not paid in such period to be paid in the day following the expiration of the revocation period for the Release and Waiver, or on the 1st day of the later calendar year, if applicable.  If the period to execute and not revoke the Release and Waiver crosses from one calendar year to another calendar year, then no payment shall be made any sooner than the later calendar year.

(ii)Annual Bonus.  The Company shall pay the Executive any Annual Bonus that was earned in the prior employment year under the Bonus Metric for the prior employment year but remains unpaid as of the date of termination of employment.  The Company shall also make a payment to the Executive that is equivalent to the Executive’s target Annual Bonus under the Bonus Metric for the year in which termination occurs, pro-rated to the date of termination as determined based upon actual performance and paid no later than March 15th of the year following the year in which it was earned.  Such payment shall be subject to the Company closing the applicable year’s financial results and is made at the discretion of the Board or the Compensation Committee, in a manner consistent with the Bonus Metric applicable to such year.

(iii)Equity Vesting Acceleration.  The vesting of and the lapsing of restrictions on any unvested or restricted equity compensation (e.g., stock options, restricted stock, etc.) shall be accelerated.

(iv)Benefits Continuation.  For the duration of the Severance Period, as defined above at Section 18(h)(i), the Company shall continue to provide the Executive and his family with the health and welfare benefits that the Executive and his family were receiving as of the date of the Executive’s termination of employment.  These benefits shall include, but are not limited to, benefits under any medical and dental benefits plans, life insurance plan, short-term and long-term disability plans, or other executive benefit or fringe benefit plan, which Executive and his family were receiving as of the date of the Executive’s termination of employment.  The Company shall provide such benefits at the same cost to Executive as the cost, if any, charged to the Executive for those benefits as of the date of his termination of employment.  To the extent that the provision of the benefits provided at this Section 18(h) at the Company’s expense during the six (6) month period following the Executive’s termination of employment would violate the requirements of Section 409A, then Executive shall be required to pay to the Company the Company’s portion of the cost of such benefits during such six (6) month period, and the Company

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shall reimburse the Executive for the amounts so paid by Executive on the six (6) month anniversary of his termination, or as soon as administratively practicable thereafter, but no later than ninety (90) days thereafter.

(v)For purposes of this Agreement, the term “Change in Control” shall mean the occurrence of any of the following:

(A)Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of either (1) the then outstanding common shares of the Company (the “Outstanding Company Common Shares”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company  Voting Securities”); provided, however, that such beneficial ownership shall not constitute a Change in Control if it occurs as a result of any of the following acquisitions of securities: (I) any acquisition directly from the Company, (II) any acquisition by the Company or any corporation, partnership, trust or other entity controlled by the Company (a “Subsidiary”), (III) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (IV) any acquisition by an underwriter temporarily holding Company securities pursuant to an offering of such securities, (V) any acquisition by an individual, entity or group that is permitted to, and actually does, report its beneficial ownership on Schedule 13-G (or any successor schedule); provided that, if any such individual, entity or group subsequently becomes required to or does report its beneficial ownership on Schedule 13D (or any successor schedule), then, for purposes of this paragraph, such individual, entity or group shall be deemed to have first acquired, on the first date on which such individual, entity or group becomes required to or does so report, beneficial ownership of all of the Outstanding Company Common Stock and Outstanding Company Voting Securities beneficially owned by it on such date, or (VI) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (I ), (2) and (3) of Section 18(h)(C), below, are satisfied. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) became the beneficial owner of 25% or more of the Outstanding Company Common Shares or Outstanding Company Voting Securities as a result of the acquisition of Outstanding Company Common Shares or Outstanding Company Voting Securities by the Company which, by reducing the number of Outstanding Company Common Shares or Outstanding Company Voting Securities, increases the proportional number of shares beneficially owned by the Subject Person; provided, that if a Change in Control would be deemed to have occurred (but for the operation of this sentence) as a result of the acquisition of Outstanding Company Common Shares or Outstanding Company Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the beneficial owner of any additional Outstanding Company Common Shares or Outstanding Company Voting Securities which increases the percentage of the Outstanding Company Common Shares or Outstanding Company Voting Securities beneficially owned by the Subject Person, then a Change in Control shall then be deemed to have occurred; or

(B)Individuals who, as of the date of this Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose

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election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation; or

(C)The consummation of a reorganization, merger, statutory share exchange, consolidation, or similar corporate transaction involving the Company or any of its direct or indirect Subsidiaries (each a “Business Combination”) in each case, unless, following such Business Combination, (1) the Outstanding Company Common Shares and the Outstanding Company Voting Securities immediately prior to such Business Combination, continue to represent (either by remaining outstanding or being converted into voting securities of the resulting or surviving entity or any parent thereof) more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), (2) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company, a Subsidiary or such corporation resulting from such Business Combination or any parent or a subsidiary thereof, and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, 25% or more of the Outstanding Company Common Shares or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination (or any parent thereof) or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors, and (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination (or any parent thereof) were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such Business Combination; or

(D)The consummation of the sale, lease, exchange or other disposition of all or substantially all of the assets of the Company, unless such assets have been sold, leased, exchanged or disposed of to a corporation with respect to which following such sale, lease, exchange or other disposition (1) more than 50% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation (or any parent thereof) entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Shares and Outstanding Company Voting Securities immediately prior to such sale, lease, exchange or other disposition in substantially the same proportions as their ownership immediately prior to such sale, lease, exchange or other disposition of such Outstanding Company Common Shares and Outstanding Company Voting Shares, as the case may be, (2) no Person (excluding the Company and any employee benefit plan (or related trust) of the Company or a Subsidiary of such corporation or a subsidiary thereof and any Person beneficially owning, immediately prior to such sale, lease, exchange or other disposition, directly or indirectly, 25% or

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more of the Outstanding Company Common Shares or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding shares of common stock of such corporation (or any parent thereof) and the combined voting power of the then outstanding voting securities of such corporation (or any parent thereof) entitled to vote generally in the election of directors, and (3) at least a majority of the members of the board of directors of such corporation (or any parent thereof) were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale, lease, exchange or other disposition of assets of the Company; or

(E)Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(vi)In the event that any amount or benefit to be paid or provided to the Executive pursuant to this Section 18(h), taken together with any amounts or benefits otherwise paid or provided to the Executive by the Company or any affiliated company (collectively, the “Covered Payments”), would be an “excess parachute payment,” as defined in Section 280G of the Internal Revenue Code and the related Treasury Regulations and other guidance issued thereunder, and would thereby subject the Executive to the tax imposed under Section 4999 of the Internal Revenue Code (the “Excise Tax”), then the Company shall either (a) make the Covered Payment to the Executive without adjustment and subject to the Excise Tax, or (b) reduce the Covered Payments to the maximum amount that may be paid without the Executive becoming subject to the Excise Tax (such reduced amount, the “Payment Cap”), whichever provides the greater net after-tax benefit to the Executive.  In the event that the reduction of the Covered Payments will provide the Executive with the greater net after-tax benefit, the Executive shall have the right to designate which of the payments and benefits otherwise provided for in Section 18(h) that he will receive in connection with the application of the Payment Cap; provided, however, that such designation may not be exercised in a manner that would cause a violation of Section 409A.

(i)No Mitigation or Set-Off Against Severance Benefits.  The Executive shall not be required to mitigate damages or the amount of any payment or benefits provided for under this Section 18 by seeking other employment or otherwise, nor shall the amount of any payment or benefits provided for in this Section 18 be reduced by any compensation earned by Executive as a result of employment by another employer after the date of termination of Executive’s employment with the Company, except as otherwise provided by the confidentiality, non-solicitation, and non-competition provisions of Section 15 of this Agreement.  In addition, the Company’s obligations under this Agreement shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right, or action which the Company may have against the Executive.

19.Release and Waiver.  In exchange for the additional consideration under Section 18 of this Agreement, to which the Executive would not otherwise be entitled, the Executive shall generally and completely release the Company, its subsidiaries and affiliates, and its directors, officers, executives, shareholders, partners, agents, attorneys, predecessors, successors, insurers, and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to or at the Executive’s termination.  The Release of All Claims is attached to this Agreement at Exhibit A.  However, the Executive acknowledges that in the event that the applicable law changes

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during the course of the Employment Term, the Release of All Claims is subject to changes and alterations by the Company to assure that the Release of All Claims will be enforceable.

20.Partial Invalidity and Severability.  Whenever possible, this Agreement and each provision, paragraph, subparagraph, appendix and any other portion hereof shall be interpreted in such manner as to be legally effective, valid and enforceable, but if this Agreement or any provision, paragraph, subparagraph, appendix or any other portion hereof is adjudged by a court of competent jurisdiction to be void or unenforceable, in whole or in part, for any reason whatsoever, any such provision, paragraph, subparagraph, appendix or any other portion of this Agreement adjudged to be unenforceable shall be severed, but only to the extent necessary to make enforceable the otherwise unenforceable Agreement, provision, paragraph, subparagraph, appendix or any other portion of this Agreement.  Notwithstanding the foregoing, however, where this Agreement or any provision, paragraph, subparagraph, appendix or any other portion hereof is adjudged by a court of competent jurisdiction to be void or unenforceable, in whole or in part, for any reason whatsoever, any such Agreement, provision, paragraph, subparagraph, appendix or any other portion of the agreement adjudged to be void or unenforceable shall be reformed by the court or by written agreement of the parties to make enforceable the otherwise unenforceable Agreement, provision, paragraph, subparagraph, appendix or any other portion of this Agreement where and to the extent that reformation in lieu of partial or total invalidation and severance would more fully effect the parties’ intent, insofar as enforceable, as expressed herein.  No total or partial severance or reformation effected pursuant to this Section shall affect the validity of the remainder of the Agreement, including the validity of any other provision, paragraph, subparagraph, appendix or any other portion of the Agreement, and the Agreement, as severed or reformed, shall be fully enforceable as if it constituted the original agreement of the parties as stated herein.

21.No Claim Against Assets.  Nothing in this Agreement shall be construed as giving the Executive any claim against any specific assets of the Company or as imposing any trustee relationship upon the Company in respect of the Executive.  The Company shall not be required to establish a special or separate fund or to segregate any of its assets in order to provide for the satisfaction of its obligations under this Agreement.  The Executive’s rights under this Agreement shall be limited to those of an unsecured general creditor of the Company and its affiliates.

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22.Notices.  Any notice provided for in this Agreement, or any consent, request, or other communication made or given in connection with this Agreement, must be in writing and must be (i) personally delivered, (ii) mailed by registered or certified first class mail, prepaid with return receipt requested, or (iii) sent by a nationally recognized overnight courier service, to the recipients at the addresses below indicated:

to the Company:

Warwick Valley Telephone Company

47 Main Street

Warwick, New York 10990

to the Executive:

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.  Any notice under this Agreement will be deemed to have been given (a) on the date such notice is personally delivered, (b) three (3) days after the date of mailing if sent by certified or registered mail, or (c) the next succeeding business day after the date such notice is delivered to the overnight courier service if sent by overnight courier.

23.Governing Law.  This Agreement shall be governed and construed in accordance with and governed by the laws of the State of New York without regard to principles of conflicts of laws.

24.Consent to Jurisdiction.

(a)The Executive hereby irrevocably submits to the exclusive jurisdiction of the United States federal or New York State court sitting in Orange County, New York, in any action or proceeding arising out of or relating to this Agreement.  The Executive hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in any such court and irrevocably waives any objection he may now or hereafter have as to personal jurisdiction, the venue of any such action or proceeding brought in such a court or the fact that such court is an inconvenient forum.

(b)The Executive irrevocably and unconditionally consents to the service of process in any such action or proceeding in any of the aforesaid courts by the mailing of copies of such process to him, by certified mail, return receipt requested at the address set forth in Section 22, above.

25.Entire Agreement.  There are no oral agreements in connection with this Agreement.  This Agreement constitutes the entire agreement of the parties hereto relating to the terms of the Executive’s employment (except for the Company’s Code of Ethics and the Director’s

17

and Officer’s Indemnification Agreement) and supersedes any prior agreements or understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof.  This Agreement may not be terminated, modified, or amended orally or by any course of conduct.  This Agreement may be modified or amended only by a writing expressly referring to this Agreement and executed by both the Executive and the Board.

26.Failure, Delay or Waiver.  No course of action or failure to act by the Company or the Executive shall constitute a waiver by the Company or the Executive, as applicable, of any right or remedy under this Agreement, and no waiver by the Company or the Executive of any right or remedy under this Agreement shall be effective unless made in writing.

27.Non-Assignability.  This Agreement is personal to the Executive and may not be assigned by him.

28.Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors and, if permitted, assigns.

29.Section 409A.

(a)The compensation and benefits under this Agreement are intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated and other official guidance issued thereunder (collectively, “Section 409A”), and this Agreement will be interpreted and administered in a manner consistent with that intent.

(b)The preceding provision, however, shall not be construed as a guarantee by the Company of any particular tax effect to the Executive under this Agreement.  The Company shall not be liable to the Executive for any payment made under this Agreement that is determined to result in an additional tax, penalty, or interest under Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A.

(c)References to “termination of employment” and similar terms used in this Agreement mean, to the extent necessary to comply with Section 409A, the date that the Executive first incurs a “separation from service” within the meaning of Section 409A.

(d)To the extent any reimbursement provided under this Agreement is includible in the Executive’s income, such reimbursements shall be paid to the Executive no later than the last day of the calendar year following the calendar year in which the expenses were incurred.

(e)Notwithstanding anything in this Agreement to the contrary, if at any time of the Executive’s separation from service with the Company, the Executive is a “specified employee” as defined in Section 409A, then, to the extent necessary to comply with Section 409A, any payments to be made to the Executive during the six (6) month period following his separation from service shall instead be paid in a lump sum on the date that is six (6) months following the Executive’s separation from service from the Company.  Each payment under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A.

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30.Waiver of Jury Trial.  The Executive and the Company hereby waive trial by jury in any action or proceeding involving, directly or indirectly, any matter (whether sounding in tort, contract or otherwise), in any way arising out of, related to, or connected with this Agreement.

31.Paragraph Headings.  The headings and subheadings herein are for convenience of reference only and are not of substantive effect.

32.Executive Acknowledgement.  The Executive acknowledges that he has had the opportunity to discuss this Agreement with and obtain advice from his own attorney, has had sufficient time to and has carefully read and fully understands all of the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as conclusive evidence of their acceptance of the terms and conditions of this Agreement as of the day and year first above written.

Warwick Valley Telephone Company

By :	/s/ Robert J. DeValentino	/s/ David J. Cuthbert
		David J. Cuthbert
3-13-13		3/13/13
Date		Date

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Exhibit A

RELEASE OF ALL CLAIMS

This Release of All Claims (the “Release”) is made by and between Warwick Valley Telephone Company (the “Company”) and David J. Cuthbert (the “Executive”).   The parties hereby state that:

WHEREAS, the Executive has been employed with the Company; and

WHEREAS, the parties have mutually agreed upon the terms and conditions of the separation of the Executive and the Company, as set forth in the Employment Agreement between the parties (the entirety of which is incorporated by reference herein).

NOW, THEREFORE, in exchange for the payment provided to the Executive by the Company under Section 18 of the Employment Agreement, the Executive hereby waives and releases the Company from any and all claims that the Executive may have as follows:

1.The Executive agrees that he is releasing and waiving his right to bring any legal claim of any nature against the Company, and that he is releasing and waiving any and all claims, liabilities, and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to or at the Executive’s termination of employment.  This Release is intended to be interpreted in the broadest possible manner to include all actual or potential legal claims that the Executive may have against the Company, except as expressly provided otherwise in Paragraph 6 below.

2.Specifically, the Executive agrees to fully and forever give up all of his legal rights and claims against the Company, including future legal rights and claims, whether or not presently known to him, that are based on events occurring before he signs this Release.  The Executive agrees that the legal rights and claims he is hereby waiving include, but are not limited to, all rights and claims under, as amended, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act (the “ADEA”), the Older Workers Benefit Protection Act of 1990 (the “OWBPA”), the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Genetic Information Nondiscrimination Act of 2008 (“GINA”), the Equal Pay Act of 1963, the Sarbanes-Oxley Act of 2002, the New York Human Rights Law, the Pennsylvania Human Relations Act, the Philadelphia Fair Practices Ordinance, and any similar federal, state, or local statute, regulation, order, or common law.  The Executive specifically agrees that he is releasing claims of discrimination based upon age, race, color, sex, sexual orientation or preference, marital status, religion, national origin, citizenship, veteran status, disability, genetic predisposition or carrier status, and other legally protected categories.

3.Further, the Executive specifically acknowledges that he is knowingly and voluntarily waiving and releasing any rights that he may have under the ADEA, and the consideration given for this Release, as provided in Section 18 of the Employment Agreement between the parties, is in addition to anything of value to which the Executive is already entitled. The Executive also acknowledge that he has been advised of the following with respect to the waiver of his ADEA claims: (a) this Release does not apply to any rights or claims that may arise

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after the date that the Executive signs this Release; (b) the Executive has been advised that he should consult with an attorney prior to signing this Release (although he may voluntarily not do so); (c) the Executive has twenty-one (21) days from the date that he receives this Release in connection with his termination from employment under the Employment Agreement between the parties to consider the Release (although he may voluntarily sign it earlier); (d) the Executive has seven (7) days following the date he signs this Release to revoke his acceptance of the Release by providing written notice of his revocation to the Company as provided below at Paragraph 11; and (e) the Release will not be effective until the date upon which the revocation period has expired, which will be the eighth day after the date that the Release is signed by the Executive, as provided below at Paragraph 11.

4.The Executive also agrees that the legal rights and claims he is giving up include his rights under, as amended, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974 (“ERISA”), the federal Worker Adjustment and Retraining Notification Act  of 1989 (“WARN”), the New York Worker Adjustment and Retraining Notification Act (“NY WARN”), the New York Labor Law (except unemployment insurance and minimum wage claims), the New York Business Corporation Law, Pennsylvania labor and corporate law, and any similar federal, state, or local statute, regulation, or order.  The Executive agree that the legal rights and claims that he is giving up include all common law rights and claims, such as a breach of express or implied contract, tort (whether negligent or intentional), wrongful discharge, constructive discharge, infliction of emotional distress, defamation, promissory estoppel, and any claim for fraud, omission, or misrepresentation.  The Executive also agrees that he is giving up and forever releasing any right that he may have to attorneys’ fees for any of the rights and claims described in this Release.

5.The Executive agrees that this Release applies not only to the Company, but also to the its predecessors, successors and their past, current and future parents, subsidiaries, affiliates, related entities, and all of their members, shareholders, officers, directors, agents, attorneys, executives, partners, employees, insurers, and assigns.

6.The claims that the Executive is giving up and releasing do not include (i) his vested rights, if any, under any qualified retirement plan or other benefit plans in which he may participate, (ii) his COBRA, unemployment insurance, and workers’ compensation rights, if any, and (iii) his rights to indemnification under the Company’s certificate of incorporation and/or bylaws, under general corporate law or as an insured under any directors and officers liability insurance policy of the Company.  Nothing in this Release shall be construed to constitute a waiver of:  (i) any claims that he may have against the Company that arise from events that occur after the date that he signs this Release; (ii) his right to file an administrative charge with any governmental agency alleging employment discrimination or challenging the validity of this Release; (iii) his right to participate in any administrative or court investigation, hearing or proceeding; or (iv) any other right that he cannot waive as a matter of law.  The Executive agrees, however, to waive and release any right to receive any individual remedy or to recover any individual monetary or non-monetary damages as a result of any administrative charge, complaint, or lawsuit filed by the Executive or on his behalf.  In addition, this Release does not affect the Executive’s rights as expressly created by the Employment Agreement between the parties, and does not limit his ability to enforce the Employment Agreement.

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7.The Executive represents and warrants that, as of the date that he signs this Release, he has not filed any charge, complaint, or action against the Company in any forum.  He further acknowledges that this Release may be used as a complete defense in the future if he brings a lawsuit based on any claim that he has released.

8.The Executive acknowledges that he enters into this Release voluntarily and of his own free will, and that he has enough information to decide whether to sign it.  He further understands that if, for any reason, he believes that this Release is not entirely voluntary, or if he believes that he does not have enough information, then he should not sign this Release.

9.The Executive represents and warrants that he has been advised to consult with an attorney of his choice before signing this Release, and that he has been given sufficient time to do so.

10.The Executive acknowledges that he has twenty-one (21) calendar days from the date that he receives this Release in connection with his termination from employment under the Employment Agreement between the parties to accept the terms of this Release by signing and dating it in the space designated below, and returning it to the Company at the following address:                                                                                                 .  The Executive understands that if he signs this Release prior to the expiration of the 21-day calendar period for review, he acknowledges and agrees that he is doing so willingly.

11.The Executive acknowledges that even after he accepts and executes this Release, he will have seven (7) calendar days to revoke his acceptance.  To revoke this Release, the Executive understands that he must send written notice to the Company at the following address:                                                                                   .  The Executive also understands that if he does not revoke his acceptance, then the 8th day after the date that he signs this Release will be the “Effective Date” of the Release and he may not thereafter revoke it.

12.The Executive acknowledges that if any provision or part of this Release is deemed to be invalid or unenforceable for any reason, then such provision or part shall be treated as if it were deleted from the Release and the remainder of the Release shall remain in full force and effect.

13.This Release shall be governed and construed in accordance with the laws of the State of New York.

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BY SIGNING THIS RELEASE, I ACKNOWLEDGE THAT I HAVE HAD 21 DAYS TO CONSIDER THE RELEASE AND THAT I HAVE HAD THE OPPORTUNITY TO REVIEW THIS RELEASE CAREFULLY WITH AN ATTORNEY OF MY CHOICE.  I HAVE READ THIS RELEASE, I UNDERSTAND ITS TERMS, AND I VOLUNTARILY AGREE TO THEM.

Dated:                                   , 20
	David J. Cuthbert
State of                               )
County of                           ) ss:

On this              day of                                 , 20    , before me personally came                                                 , to me known and known to me to be the individual described herein and who executed the foregoing instrument, and the above-named person acknowledged to me that said person executed the same.

	Notary Public
Dated:                                   , 20	Warwick Valley Telephone Company
	By:

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EX-10.2

Exhibit 10.2

EXECUTION COPY

CREDIT AGREEMENT

Dated as of March 11, 2013

by and among

WARWICK VALLEY TELEPHONE COMPANY,
as the Borrower,

the LENDERS listed on the signature pages hereto,
as the Lenders,

and

TRISTATE CAPITAL BANK,
as the Agent

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		1
1.1	Defined Terms; Construction	1
ARTICLE II THE LOANS		10
2.1	The Revolving Loans	10
2.2	Repayment	10
2.3	Interest Rates	10
2.4	Increase of Revolving Commitments	10
ARTICLE III GENERAL PROVISIONS CONCERNING THE LOANS		11
3.1	Use of Proceeds	11
3.2	Making the Loans	11
3.3	Transactional Amounts	12
3.4	Post-Maturity Interest and Late Fees	12
3.5	Computation of Interest and Fees; Determinations by Lender	12
3.6	Payments	12
3.7	Payment on Non-Business Days	12
3.8	Inability to Determine Interest Rate; Ineffective Interest Rate	12
3.9	Increased Cost and Reduced Return; Capital Adequacy	13
3.10	Calculations	13
3.11	Deposit Account	13
3.12	Special Funding Provisions	13
ARTICLE IV REPRESENTATIONS AND WARRANTIES		15
4.1	Organization	15
4.2	Authorization	15
4.3	No Conflict	15
4.4	Governmental Approval	15
4.5	Validity	15
4.6	Financial Statements	15
4.7	Corporate Structure and Ownership	15
4.8	Partnerships	16
4.9	Insurance	16
4.10	Litigation	16
4.11	Employee Benefit Plans	16

i

4.12	Environmental Matters	16
4.13	Title to Properties; Liens	17
4.14	Payment of Taxes	17
4.15	Governmental Regulation	17
4.16	Governmental Approval, Intellectual Property, etc.	17
4.17	Labor Disputes and Casualties	17
4.18	Compliance	17
4.19	Margin Stock	18
4.20	Personal Property Collateral Matters	18
4.21	Solvency	18
4.22	Disclosure	18
ARTICLE V CONDITIONS OF LENDING		19
5.1	Conditions Precedent to Initial Loans	19
5.2	Conditions Precedent to Each Borrowing	20
ARTICLE VI COVENANTS		21
6.1	Financial Information	21
6.2	Notices and Information	22
6.3	Corporate Existence, Etc.	23
6.4	Payment of Obligations	23
6.5	Maintenance of Properties	23
6.6	Insurance	23
6.7	Inspection	23
6.8	Compliance with Laws, Etc.	23
6.9	Books and Records	23
6.10	Additional Subsidiaries	24
6.11	Deposit Accounts	24
ARTICLE VII NEGATIVE COVENANTS		24
7.1	Financial Covenants	24
7.2	Liens, Etc.	24
7.3	Debt	24
7.4	Lease Obligations	24
7.5	Equity Payments, Etc.	24
7.6	Fundamental Changes	25
7.7	Loans, Investments, Contingent Liabilities	25
7.8	Asset Sales	25

ii

7.9	Transactions with Affiliates	25
7.10	Conduct of Business	25
7.11	Fiscal Year	26
7.12	Security Matters	26
7.13	Limitation on Other Restrictions on Liens	26
7.14	Limitation on Other Restrictions on Amendment of the Loan Documents	26
7.15	Limitation on Amendment of Partnership Documents	26
7.16	Agreements Related to Negative Covenants	26
ARTICLE VIII EVENTS OF DEFAULT		26
8.1	Events of Default	26
8.2	Application of Funds	28
ARTICLE IX AGENCY		28
9.1	Appointment and Authority	28
9.2	Rights as a Lender	29
9.3	Exculpatory Provisions	29
9.4	Reliance by Agent	29
9.5	Delegation of Duties	30
9.6	Resignation of Agent	30
9.7	Non-Reliance on Agent and Other Lenders	30
ARTICLE X MISCELLANEOUS		31
10.1	Amendments, Etc.	31
10.2	No Implied Waiver; Remedies Cumulative	31
10.3	Notices	31
10.4	Expenses	32
10.5	Indemnity	32
10.6	Assignments and Participations.	32
10.7	Entire Agreement	34
10.8	Survival	35
10.9	Counterparts	35
10.10	Severability	35
10.11	Headings	35
10.12	Setoff	35
10.13	Sharing of Payments By Lenders	35
10.14	Limitation on Payments	36
10.15	Confidentiality	36

iii

10.16	Binding Effect	37
10.17	Governing Law	37
10.18	Waiver of Jury Trial	37
10.19	Consent to Jurisdiction; Venue	37
10.20	USA Patriot Act Notice	37
10.21	Limitation of Liability	37

ANNEXES
Annex 1	Commitments
Annex 2	Agent’s Office
EXHIBITS
A	Form of Compliance Certificate
B	Form of Assignment and Assumption
C	Form of Notice of Loan Request
SCHEDULES
4.6	Liabilities
4.7	Capitalization and Ownership
4.10	Litigation
4.12	Environmental Claims
4.16	Licenses and Intellectual Property Matters
4.20	Personal Property Collateral Matters
7.2	Liens
7.3	Debt
7.7	Investments

iv

CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of March 11, 2013, by and among WARWICK VALLEY TELEPHONE COMPANY, a New York corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and TRISTATE CAPITAL BANK, a Pennsylvania state chartered bank, as Agent (in such capacity, the “Agent”).  The parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I
DEFINITIONS

1.1Defined Terms; Construction.

(a)Defined Terms.  In addition to terms defined elsewhere in this Agreement, as used in this Agreement, the following terms have the following meanings:

“Affiliate”:  As applied to any Person (the “Specified Person”), any other Person directly or indirectly controlling, controlled by, or under common control with, the Specified Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the Specified Person, whether through the ownership of voting securities or by contract or otherwise.

“Agent”: TriState Capital Bank in its capacity as agent under any of the Loan Documents, or any successor agent.

“Agent’s Office”: The Agent’s address and, as appropriate, account as set forth on Annex 2, or such other address or account as the Agent may from time to time notify to the Borrower and the Lenders.

“Administrative Questionnaire”: an Administrative Questionnaire in a form supplied by the Agent.

“Agreement”:  This Credit Agreement, as amended, supplemented or modified from time to time.

“Applicable Margin”:  2.0% per annum with respect to Base Rate Loans, and 3.5% per annum with respect to LIBOR Monthly Rate Loans.

“Approved Fund”:  Any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Applicable Percentage”:  With respect to a Lender at any time, the percentage of the aggregate of all Commitments represented by such Lender’s Commitment or if one or more of such Commitments has been terminated, such percentage of the aggregate outstanding Loans represented by such lender’s Loans.

“Assignment and Assumption”: An assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.6) and accepted by the Agent, in substantially the form of Exhibit B or any other form approved by the Agent.

“Base Rate”:  At any time, the greater of (a) the Prime Rate, and (b) the Federal Funds Effective Rate plus 1%.

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“Base Rate Loans”:  Loans bearing interest at a rate based upon the Base Rate.

“Borrowing”:  Each borrowing of a Loan under Section 2.1.

“Business Day”:  A day other than a Saturday, Sunday or a day on which commercial banks in Pittsburgh, Pennsylvania are authorized or required by Law to close.

“Capital Lease”:  As applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or is required to be accounted for as a capital lease on the balance sheet of that Person.

“Cash Management Agreements”:   Any agreements regarding treasury management arrangements or depositary and other cash management services (including overdrafts and related liabilities arising therefrom) or in connection with any automated clearing house transfers of funds.

“Change in Control”:  Any one or more of the following:

(i)any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 35% or more of the Equity Interests of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such “person” or “group” has the right to acquire pursuant to any option right);

(ii)during any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (A) who were members of that board or equivalent governing body on the first day of such period, (B) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (A) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (C) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (A) and (B) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (B) and clause (C), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors);

(iii)the passage of thirty (30) days from the date upon which any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of the Borrower, or control over the Equity Interests of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such Person or Persons have the right to acquire pursuant to any option right) representing 35% or more of the combined voting power of such securities; or

2

(iv)any Subsidiary of the Borrower is not, or ceases to be, a wholly-owned Subsidiary of the Borrower.

“Closing Date”:  The date the conditions precedent to initial Loans set forth in Section 5.1 hereof are all met or waived in writing by the Agent.

“CoBank”:  CoBank, ACB, its successors or assigns.

“Code”:  The Internal Revenue Code of 1986, as amended, and any successor statute or provision thereof.

“Collateral”:  All assets in which a Lien is purported to be granted to the Agent, for the benefit of the Lender Parties, pursuant to any of the Loan Documents.

“Commitment” or “Commitments”:  The commitment of a Lender to make Loans to the Borrower pursuant to Section 2.1(a) in an aggregate principal amount not in excess of the amount set forth opposite such Lender’s name on Annex 1, as such amount may be adjusted from time to time in accordance with this Agreement.

“Consolidated Liquidity Ratio”:  The ratio, for any date, of (i) Consolidated Liquidity as of such date, to (ii) Obligations outstanding on such date.

“Consolidated Liquidity”:  For any date, an amount equal to the sum of (a) the value of the Put Option, as of such date, as calculated in accordance with the terms of the 4G Agreement (provided that, if the Borrower does not exercise the Put Option during the month of April 2014, in accordance with the terms of the 4G Agreement, the value of the Put Option shall be deemed to be $0 thereafter), and (b) cash and cash equivalents of the Loan Parties in which the Agent has a first priority perfected security interest, subject to no Liens other than Permitted Liens.

“Debt”:  As applied to any Person, (i) all indebtedness for borrowed money, (ii) that portion of obligations with respect to Capital Leases which is properly classified as a liability on a balance sheet in conformity with GAAP, (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money, (iv) any obligation owed for all or any part of the deferred purchase price of property or services (other than trade accounts payable arising in the ordinary course of business for which payment is due and is made within 90 days or less), (v) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured has been assumed by that Person or is nonrecourse to the credit of that Person, (vi) obligations in respect of letters of credit, (vii) obligations under Hedging Contracts (the amount of which shall be determined by reference to the termination cost on the date of determination), and (viii) guarantees of, or similar obligations with respect to, any of the foregoing of any other Person.

“Defaulting Lender”:  Any Lender that has (i) failed to fund any portion of its Loans within three (3) Business Days of the date required to be funded by it hereunder, (ii) notified the Borrower and the Agent in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to such effect, or (iii) otherwise failed to pay over to the Agent or any other Lender any other amount required to be paid by it hereunder within three (3) Business Days of the date when due, or (d) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become or has a parent company that has become, the subject of a bankruptcy or insolvency proceeding or has had, or had a parent company has had, a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or has taken, or has a had a parent company that has taken, any action in furtherance of, indicating its consent to, approval of or acquiescence in, any such proceeding or appointment.

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“Default Rate”:  3% above the highest rate which would otherwise be applicable to the Loans pursuant to Section 2.3.

“Dollars” and “$”:  The lawful currency of the United States of America.

“Eligible Assignee”:  means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other than a natural person) approved by (i) the Agent and (ii) unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

“Employee Benefit Plan”:  Any employee benefit plan which is described in Section 3(3) of ERISA and which is maintained for employees of the Borrower or any ERISA Affiliate of the Borrower.

“Environmental Laws”:  Any and all current or future Laws, or any other requirements of Governmental Authorities relating to (i) environmental matters, or (ii) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare, in any manner applicable to the Borrower or any of its Subsidiaries or any facility owned, leased or operated by the Borrower or any of its Subsidiaries.

“Equity Interests”:  With respect to any Person, (i) all of the shares of capital stock of, or other ownership or profit interests in, such Person, whether voting or non-voting, and including any partnership, membership or trust interests, (ii) all securities or Debt convertible into or exchangeable for any of the foregoing, whether directly or indirectly, and (iii) all warrants, options and other rights to purchase or acquire any of the foregoing, whether directly or indirectly.

“ERISA”:  The Employee Retirement Income Security Act of 1974, as amended from time to time and any successor statute.

“ERISA Affiliate”:  As applied to any Person, any trade or business (whether or not incorporated) which is a member of a group of which that Person is a member and which is under common control within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“ERISA Event”:  (i)  A “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30 day notice to the Pension Benefit Guaranty Corporation under such regulations), or (ii) the withdrawal of the Borrower or any of its ERISA Affiliates from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(l) (2) or 4068(f) of ERISA, or (iii) the failure to meet the minimum funding standard of Section 412 of the Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Code) or the failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; or (iv) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA, or (v) the institution of proceedings to terminate a Pension Plan by the Pension Benefit Guaranty Corporation, or (vi) the withdrawal of the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; or (vii) the imposition of a lien pursuant to Section 412(n) of the Code.

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“Existing Debt Documents”:  (i) the Amended and Restated Master Loan Agreement, dated as of October 31, 2012, by and between CoBank and the Borrower, (ii) the Amended and Restated Promissory Note, dated July 28, 2011, made by Borrower in favor of Provident Bank, as extended by that certain Line of Credit Extension and Waiver Agreement dated October 21, 2012, and (iii) the Credit Agreement, dated as of November 8, 2012, by and between TriState Capital Bank and the Borrower, together with any documents evidencing or relating to any of the loans issued under either of the forgoing document, all as may be amended, restated, modified or supplemented from time to time.

“Expected Hold” means $12,500,000.

“Expiration Date”: June 30, 2014.

“Federal Funds Effective Rate”:  On any day, a fluctuating interest rate per annum (rounded upward to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or if such rate is not so published for any day which is a Business Day, the average rate (rounded upward to the nearest 1/100th of 1%) charged to the Lender on such day on such transactions as determined by the Lender.

“4G Agreement”: That certain Agreement, dated as of May 26, 2011, by and among Verizon Wireless of the East LP, Cellco Partnership and the Borrower, as may be amended, restated, modified or supplemented from time to time.

“Fund”:  means any Person (other than natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business.

“GAAP”:  United States generally accepted accounting principles applied on a consistent basis.

“Governmental Approval”:  Any approval, order, consent, authorization, certificate, license, permit or validation of, or exemption or other action by, or filing, recording or registration with, or notice to, any Governmental Authority.

“Governmental Authority”:  Any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of either, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic.

“Guaranty”:  A Guaranty Agreement, dated as of the date hereof, in form and substance satisfactory to Agent executed and delivered by each Subsidiary of the Borrower, other than the Regulated Subsidiary, to Agent, as amended, restated, modified or supplemented from time to time.

“Guarantors”:  Each Person who executes and delivers the Guaranty or is required to become a Guarantor pursuant to Section 6.10.

“Hedging Contract”:  Any rate or currency swap, cap or collar agreement or any other agreement designed to hedge risk with respect to interest rate or currency fluctuations, whether or not pursuant to a Master Agreement.

“Indemnified Liabilities”:  Any and all claims, liabilities, losses, damages, costs and expenses (whether or not any of the foregoing Persons is a party to any litigation), and costs of investigation, document production, attendance at a deposition, or other discovery, with respect to or arising out of this Agreement or the Loan Documents or any use of proceeds hereunder, or any exercise

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by the Agent or any Lender of its rights and remedies under this Agreement and the other Loan Documents or any claim, demand, action or cause of action being asserted against the Borrower or any of its Subsidiaries, including without limitation any violation of any Environmental Law or other Law or any environmental claim based upon the management, use, control, ownership or operation of property of the Borrower or any of its Subsidiaries.

“Intellectual Property”:  Any patent, copyright, service mark, trademark, trade name or other intellectual property or rights therein or licenses thereof.

“Interest Payment Date”:  The first day of each calendar month and the Expiration Date.

“Interest Period”:  Initially, the period commencing the Closing Date and ending on the last day of the calendar month in which the Closing occurs and thereafter, successive one-month periods commencing on the first day of each calendar month and ending on the last day of such calendar month.

“Investment”:  By any Person, means any loan or advance to, or to guarantee, induce or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stock or dividends of, or own, purchase or acquire any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person.

“Law”:  Any law (including common law), constitution, statute, treaty, convention, regulation, rule, ordinance, order, injunction, writ, decree or award of any Governmental Authority.

“Lender Parties”: The Agent and the Lenders.

“LIBOR Business Day”:  A day which is a Business Day and on which dealings in Dollar deposits may be carried out in the London interbank market.

“LIBOR Monthly Rate”:  The one-month LIBOR Rate for the applicable Interest Period; provided, that if the first day of such Interest Period is not a LIBOR Business Day, the LIBOR Monthly Rate shall be determined as if the next LIBOR Business Day was the beginning of such Interest Period.  The same LIBOR Monthly Rate shall apply to all Loans outstanding during an Interest Period, regardless of when such Loans were made.

“LIBOR Monthly Rate Loans”:  Loans bearing interest at a rate based upon the LIBOR Monthly Rate.

“LIBOR Rate”:  For each Interest Period, a rate per annum (based on a year of 360 days and actual days elapsed) equal to the rate per annum by dividing (the resulting quotient to be rounded upward to the nearest 1/100th of 1%) (i) the rate of interest (which shall be the same for each day in such Interest Period) determined by the Agent in accordance with its usual procedures to be the offered rate for deposits of Dollars in an amount approximately equal to the then outstanding principal amount of the Loans for the designated Interest Period quoted by the British Bankers’ Association as set forth on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which Dollar deposits are offered by leading banks in the London interbank deposit market) or the rate which is quoted by another source selected by the Agent which has been approved by the British Bankers’ Association as an authorized information vendor for the purpose of displaying rates at which US Dollar deposits are offered by leading banks in the London interbank deposit market (an “Alternate Source”) two (2) LIBOR Business Days prior to the first day of such Interest Period (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement rate determined by the Required Lenders at such time) by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage.  The LIBOR Rate shall be calculated in accordance with the foregoing whether or not any Lender is actually required to hold reserves in connection with its Eurocurrency funding or, if required to hold such reserves, whether or not it is required to hold reserves at the “LIBOR

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Reserve Percentage”.  The LIBOR Rate shall be adjusted automatically as of the effective date of each change in the LIBOR Reserve Percentage.

“LIBOR Reserve Percentage”:  For any day shall mean the percentage (rounded upward to the nearest 1/100th of 1%), as determined in good faith by the Agent, which is in effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) representing the maximum reserve requirement (including, without limitation, supplemental, marginal and emergency reserve requirements) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”) of a member bank in such System.

“Lien”:  Any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any security interest).

“Loan Documents”:  This Agreement, the Note, the Guaranty, the Security Agreement, the Negative Pledge, and each additional document, notice or certificate delivered to the Agent by or on behalf of a Loan Party in connection with this Agreement and the credit extended hereunder.

“Loan Party”:  The Borrower and the Guarantors and any other Person from time to time executing a Loan Document (other than the Lender Parties), and “Loan Parties” means all such Persons, collectively.

“Loans”:  The loans made to Borrower by any Lender pursuant to Section 2.1 hereof.

“Master Agreement”:  An ISDA Master Agreement, as in effect from time to time, including all schedules, confirmations and other documents delivered thereunder, pursuant to which the Borrower and the Lender may from time to time hereafter enter into interest rate hedging transactions.

“Material Adverse Effect”:  (i) A material adverse change in, or material adverse effect on, the business, operations, properties, assets or financial condition of the Borrower and its Subsidiaries, taken on as whole, or (ii) the impairment of the ability of any of the Loan Parties to perform, or the Agent to enforce, the Obligations.

“Multiemployer Plan”:  A “multiemployer plan” as defined in Section 3(37) of ERISA.

“Negative Pledge”:  A negative pledge of the Regulated Subsidiary, with respect to the assets of the Regulated Subsidiary, in form and substance satisfactory to the Agent, as amended, modified, supplemented or restated from time to time.

“NJBPU Order”:  Collectively, (i) that certain Telecommunications Order In the Matter of the Petition of Warwick Valley Telephone Company for Approval of a Proposed Restructuring Plan, issued by the New Jersey Board of Public Utilities on August 15, 2012, and (ii) that certain Telecommunications Order in the Matter of the Petition of Warwick Valley Telephone Company for Authorization to Transfer Assets to Warwick Valley Telephone Restructuring Company, LLC and to Surrender its Certificate of Public Convenience and Necessity; and Petition of Warwick Valley Telephone Restructuring Company, LLC for (A) Issuance of a Certificate of Public Convenience and Necessity (B) Approval of its Adoption of Warwick Valley Telephone Company’s Plan for Alternative Regulation and Intrastate Tariffs and (C) Related Relief, issued by the New Jersey Board of Public Utilities on October 23, 2012.

“Note”:  A promissory note of the Borrower evidencing the Obligations, in form and substance satisfactory to the Agent, as amended, modified, refinanced or restated from time to time.

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“NYPSC Order”:  Collectively, (i) that certain Order Authorizing Restructuring and Transfer of Investment Revenues issued by the New York Public Service Commission, effective as of July 13, 2012, as amended by that certain Erratum Notice, issued July 25, 2012, by the New York Public Service Commission, and (ii) that certain Order Approving Issuance of Securities and Transfer with Conditions issued by the New York Public Service Commission, effective as of October 22, 2012.

“Obligations”:  All obligations of every nature of the Loan Parties from time to time owed to any Lender Party under the Loan Documents, any Hedging Contract and any Cash Management Agreement, whether for principal, interest, fees, expenses, indemnification or otherwise.

“Officer’s Certificate”:  A certificate signed by the Chief Financial Officer of the Borrower.

“Partnership”: Shall have the meaning given to such term in the 4G Agreement.

“Partnership Agreement”: Shall have the meaning given to such term in the 4G Agreement.

“Pension Plan”:  Any Employee Benefit Plan other than a Multiemployer Plan which is subject to Section 412 of the Code or Section 302 of ERISA.

“Permitted Acquisition”:  An acquisition of the Equity Interests of a Person or all or a substantial portion of the assets of a Person, or a division thereof, which has been consented to in writing by the Required Lenders in their sole discretion.

“Permitted Liens”:  Liens permitted by Section 7.2.

“Person”:  An individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Potential Event of Default”:  A condition or event which, after the giving of notice or the lapse of time or both, would constitute an Event of Default.

“Prime Rate”:  The interest rate per annum published in the New York edition of The Wall Street Journal from time to time as the “Prime Rate”, (rounded upward to the nearest 1/100th of 1%) such rate to change automatically effective as of the effectiveness of each change in such prime rate.  If The Wall Street Journal ceases to publish the “Prime Rate,” the Lender shall select an equivalent publication that publishes such “Prime Rate,” and if such “Prime Rates” are no longer generally published or are limited, regulated or administered by a governmental or quasi-governmental body, then the Lender shall select a comparable interest rate index.  The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate being charged to any customer.

“Put Option”: Shall have the meaning given to such term in the 4G Agreement.

“Regulated Subsidiary”:  Warwick Valley Telephone Restructuring Company, LLC, a New York limited liability company.

“Related Parties”:  With respect to any Person, such Person’s Affiliates and the partners, members, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

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“Required Lenders”:  Lenders that have more than 51% of the outstanding Loans and unused Revolving Commitments; provided, that Required Lenders shall never be fewer than two Lenders if there are at least two Lenders at the time of determination.

“SEC”:  The United States Securities and Exchange Commission.

“Security Agreement”:  A security agreement, in form and substance satisfactory to the Agent, for the benefit of the Lender Parties, executed and delivered by the Borrower, and the Guarantors to the Agent, for the benefit of the Lender Parties, as amended, modified or supplemented from time to time.

“Security Documents”:  The Guaranty, the Security Agreement, any control agreements, and any other agreements granting or purporting to grant the Agent, for the benefit of the Lender Parties, a Lien to secure, or to guaranty the Obligations or subordinating other Debt to the Obligations.

“Standard Notice”:  An irrevocable written notice in substantially the form of Exhibit C provided to the Agent on a Business Day which is the same day in the case of borrowing or prepayment of the Loans.  Standard Notice must be provided no later than 2:00 P.M., Pittsburgh time, on the last day permitted for such notice.

“Subsidiary”:  A corporation, partnership, trust, limited liability company or other business entity of which more than 50% of the shares of stock or other ownership interests having ordinary voting power (without regard to the occurrence of any contingency) to elect a majority of the board of directors or other managers of such entity are at the time owned, directly, or indirectly through one or more Subsidiaries, or both, by the Borrower.

(b)Certain Matters of Construction.  The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision.  Any pronoun used shall be deemed to cover all genders.  The section titles and list of exhibits appear as a matter of convenience only and shall not affect the interpretation of this Agreement.  All references to statutes shall include all amendments of same and implementing regulations and any amendments of same and any successor statutes and regulations; to any instrument, agreement or other documents (including any of the Loan Documents) shall include all modifications and supplements thereto and all restatements, extensions or renewals thereof to the extent such modifications, supplements, restatements, extensions or renewals of any such documents are permitted by the terms thereof and not prohibited by the terms of this Agreement; to any Person (including Borrower, the Agent or any Lender) shall mean and include the successors and permitted assigns of such Person; to “including” and “include” shall be understood to mean “including, without limitation”; or to the time of day shall mean the time of day on the day in question in Pittsburgh, Pennsylvania, unless otherwise expressly provided in this Agreement.

(c)Accounting Principles.  As used herein and in any certificate or other document made or delivered pursuant hereto, accounting terms not defined in Section 1.1, and accounting terms partly defined in Section 1.1 to the extent not defined, shall have the respective meanings given to them under GAAP.  If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and the Borrower or the Agent shall so request, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein.

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ARTICLE II
THE LOANS

2.1The Revolving Loans.

(a)The Revolving Commitments.  Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make loans (“Loans”) to the Borrower from time to time during the period from the date hereof to but excluding the Expiration Date in an aggregate amount not to exceed such Lender’s Commitment, as such amount may be reduced pursuant to Section 2.1(b).  Within the foregoing limits, the Borrower may borrow, repay pursuant to Section 2.2(b) and reborrow under this Section.

(b)Reduction of the Commitments.  The Borrower shall have the right, upon at least three (3)  Business Days’ notice to the Agent, to terminate in whole or reduce in part the unused portion of the aggregate Commitments, without premium or penalty; provided, that each partial reduction shall be in the minimum aggregate amount of $100,000 and an integral multiple of $100,000 and that such reduction shall not reduce the aggregate Commitments to an amount less than the amount of Loans outstanding on the effective date of the reduction.  The Agent will promptly notify the Lenders of any such notice of termination or reduction of the aggregate Commitments.  Any such reduction shall be applied to the Commitment of each Lender according to its Applicable Percentage.

(c)Revolving Note.  The Loans made by each Lender pursuant hereto shall be evidenced by a promissory note of the Borrower, in form and substance satisfactory to such Lender (as amended, modified, refinanced or restated from time to time, collectively, the “Notes”), payable to the order of such Lender and representing the obligation of the Borrower to pay the aggregate unpaid principal amount of all Loans made by such Lender, with interest thereon as prescribed in Section 2.3.

(d)Commitment Fee.  The Borrower agrees to pay to the Agent, for the account of the Lenders, a commitment fee on the monthly average daily unused portion of the Revolving Commitment from the date hereof until the Expiration Date at the rate of four tenths of one percent (0.4%) per annum, payable on the first day of each calendar month for the immediately preceding calendar month, and on the Expiration Date.

2.2Repayment.

(a)Scheduled Repayments.  The aggregate principal amount of the Loans outstanding on the Expiration Date, together with accrued and unpaid interest thereon, shall be due and payable in full on the Expiration Date.

(b)Optional Prepayments.  The Borrower may at its option pay the Loans, in whole or in part, at any time and from time to time, by giving Standard Notice to the Agent, in each case specifying the date and the amount of payment.

2.3Interest Rates.  The unpaid principal amount of the Loans shall bear interest for each day until due on the basis of the LIBOR Monthly Rate or the Base Rate (if applicable under Section 3.4 or 3.8) plus, in each case, the Applicable Margin.  Interest with respect to each Loan shall be payable in arrears on each Interest Payment Date for such Loan.

2.4Increase of Revolving Commitments.

(a)Request for Increase.  Provided (i) the Commitment of TriState Capital Bank has been, or shall in connection with such request be, reduced to not more than the Expected Hold, and (ii) there exists no Event of Default or Potential Event of Default, upon notice to the Agent (which shall promptly notify the Lenders), the Borrower may on a one time basis, request an increase in the

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Commitments by an amount not exceeding $3,000,000 (an “Incremental Facility”).  At the time of sending such notice, the Borrower (in consultation with the Agent) shall specify the time period within which each Lender is requested to respond.

(b)Additional Lenders.  To achieve the full amount of a requested increase, and subject to the approval of the Agent, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement (“New Lenders”) in form and substance satisfactory to the Agent and its counsel.

(c)Effective Date and Allocations.  If the Commitments are increased in accordance with this Section, the Agent and the Borrower shall determine the effective date (the “Revolving Increase Effective Date”) and the final allocation of such increase, in their sole discretion.  The Agent shall promptly notify the Borrower and the Lenders and any New Lenders of the final allocation of such increase and the Revolving Increase Effective Date.

(d)Conditions to Effectiveness.  As a condition precedent to such increase, the Borrower shall deliver to the Agent a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article IV and the other Loan Documents are true and correct, on and as of the Revolving Increase Effective Date, and (B) both before and after giving effect to the Incremental Facility, no Event of Default exists.  The Borrower shall deliver or cause to be delivered any other customary documents, including, without limitation, legal opinions) as reasonably requested by the Agent in connection with any Incremental Facility. The Borrower shall prepay any Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Article III) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Commitments under this Section.

(e)Incremental Facility.  All of the other terms and conditions applicable to such Incremental Facility shall be identical to the terms and conditions applicable to the Revolving Commitment.

ARTICLE III
GENERAL PROVISIONS CONCERNING THE LOANS

3.1Use of Proceeds.  The proceeds of the Loans hereunder shall be used by the Borrower (a) to repay outstanding obligations under, and terminate, the Existing Debt Documents on the Closing Date, and (b) for working capital, capital expenditures, Permitted Acquisitions, dividends, permitted by Section 7.5 and general corporate purposes.

3.2Making the Loans.  The Borrower may borrow under the Commitments by providing Standard Notice to the Agent, specifying (a) the amount of the proposed Borrowing, and (b) the requested date of the Borrowing (which shall be a Business Day).  The Agent shall promptly notify each Lender of the information contained in such Standard Notice and its Applicable Percentage of such Loans. Upon satisfaction of the applicable conditions set forth in Article V, each Lender will make available the proceeds of its Loan to the Agent at the Agent’s Office no later than 12 o’clock Noon, Pittsburgh, Pennsylvania time, in funds immediately available at the Agent’s Office.  The Agent’s failure to receive Standard Notice of a particular Borrowing shall not relieve the Borrower of its obligations to repay the Borrowing and to pay interest thereon.

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3.3Transactional Amounts.  Except as otherwise set forth in this Agreement, every selection of, and conversion from or to, an interest rate option, and every payment or prepayment of a Loan shall be in a principal amount of at least $100,000 or a higher integral multiple of $100,000.

3.4Post-Maturity Interest and Late Fees.

(a)Default Interest.  Notwithstanding anything to the contrary contained in Section 2.3, if an Event of Default has occurred and is continuing, the unpaid principal amount of the Loans and, to the extent permitted by law, interest accrued thereon and any fees, indemnity or other amounts due hereunder shall bear interest at the Default Rate.

(b)Post-Default Interest Options.  Notwithstanding Section 2.3, if an Event of Default or Potential Event of Default has occurred and is continuing, the Required Lenders, at their option, may cause all Loans to be Base Rate Loans.

(c)Late Fee.  To the extent permitted by Law, the Required Lenders shall have the right to assess, and the Borrower shall pay, a late fee if any principal, interest, or fees under this Agreement are not paid within ten (10) days after their due date, and in such a case, the late charge shall be in an amount equal to the greater of Twenty Dollars ($20.00) or five percent (5%) of the amount not timely paid.

3.5Computation of Interest and Fees; Determinations by Lender.

(a)Calculations.  Interest and commitment fees and other fees shall be calculated on the basis of a 360 day year for the actual days elapsed.  Any change in the interest rate resulting from a change in the Base Rate or the LIBOR Monthly Rate shall become effective as of the opening of business on the day on which such change in the Base Rate or LIBOR Monthly Rate shall become effective.

(b)Determination by Agent or Lenders.  Each determination of an interest rate, fee, cost, indemnification or other amount by the Agent or the Lenders pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower in the absence of manifest error.

3.6Payments.  The Borrower shall make each payment of principal, interest, fees, indemnity, expenses or other amount hereunder or under any Loan Document, without setoff or counterclaim, not later than 1:00 p.m., Pittsburgh, Pennsylvania time, on the day when due in Dollars to the Agent at the Agent’s Office for the account of the Lenders, in immediately available funds, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue, and without setoff, counterclaim, withholding or other deduction of any kind.  The Agent shall promptly distribute to each Lender its Applicable Percentage of such payment in like funds as received.  Any payment received by the Agent after 1:00 p.m., Pittsburgh, Pennsylvania time, on any day shall be deemed to have been received on the next succeeding Business Day.

3.7Payment on Non-Business Days.  Whenever any payment to be made hereunder or under the Notes shall be stated to be due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall be included in computing interest or fees, if any, in connection with such payment.

3.8Inability to Determine Interest Rate; Ineffective Interest Rate.  If the (a) Agent shall have determined that (i) by reason of circumstances affecting the interbank LIBOR market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate, (ii) the LIBOR Monthly Rate does not adequately and fairly reflect the effective cost to the Lenders of funding the Loans or (b) any Lender shall have determined that the making, maintenance or funding of a LIBOR Monthly Rate

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Loan has been made impractical or unlawful, then, and in any such event, the Agent or such Lender, as the case may be, may notify the Agent, and the Agent will notify the Borrower of such determination.  Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of the Lenders to make or maintain Loans at the LIBOR Monthly Rate shall be suspended and thereafter during such period all Loans shall be Base Rate Loans, until the Agent (at its own direction or the direction of such Lender, as the case may be) shall have revoked such notice.

3.9Increased Cost and Reduced Return; Capital Adequacy.

(a)Costs and Returns.  If any Lender determines that as a result of the introduction of or any change in, or in the interpretation of, any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining a Loan or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding any such increased costs or reduction in amount resulting from (i) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its principal lending office and (ii) reserve requirements utilized in the determination of the LIBOR Rate), then from time to time upon demand of such Lender, the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

(b)Capital Adequacy.  If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, or compliance by such Lender (or its principal lending office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender, the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction.

3.10Calculations.  For purposes of calculating amounts payable by the Borrower to the Lender under Section 3.9, the Lender shall be deemed to have funded each LIBOR Monthly Rate Loan by a matching deposit or other borrowing in the London interbank Eurodollar market for a comparable amount and for a comparable period, whether or not such Loan was in fact so funded.  In determining such amount, the Lender may use any reasonable averaging and attribution methods.

3.11Deposit Account.  The Borrower shall maintain a deposit account with the Agent and shall cause the balance in such deposit account to be sufficient to cover all payments when due hereunder or under the other Loan Documents, including without limitation, principal, interest, fees, expenses and other amounts due hereunder to the Lenders.  The Borrower irrevocably authorizes and directs the Agent to charge such deposit account for any and all such amounts.

3.12Special Funding Provisions.

(a)Funding by Lenders; Presumption by Agent.  Unless the Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Agent such Lender’s share of such Borrowing, the Agent may assume that such Lender has made such share available on such date in accordance with this Agreement and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Agent, then the applicable Lender and the Borrower severally agree to pay to the Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds

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Rate and the rate determined by the Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans.  If the Borrower and such Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period.  If such Lender pays its share of the applicable Borrowing to the Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing.  Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Agent.

(b)Payments by Borrower; Presumptions by Agent.  Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, the amount due.  In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay the Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation.  A notice of the Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c)Failure to Satisfy Conditions Precedent.  If any Lender makes available to the Agent funds for any Loan to be made by such Lender as provided in Article II, and such funds are not made available to the Borrower by the Agent because the conditions to the applicable Borrowing set forth in Article V are not satisfied or waived in accordance with the terms hereof, the Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d)Obligations of Lenders Several.  The obligations of the Lenders hereunder to make Loans, and to make payments pursuant to Section 10.5(b) are several and not joint.  The failure of any Lender to make any Loan, or to make any payment under Section 10.5(b) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its payment under Section 10.5(b).

(e)Defaulting Lenders.  Notwithstanding any provision of this Agreement to the contrary, if a Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(i)Fees shall cease to accrue on the unfunded portion of its Commitments;

(ii)Such Defaulting Lender’s unfunded Revolving Commitment and outstanding Loans shall not be included in determining “Required Lenders”; and

(iii)The Agent or another Lender may fund such Defaulting Lender’s share of any subsequent Borrowing, in which case, the Borrower and the Defaulting Lender shall have the obligations to repay such Borrowing as are provided in Section 3.12(a) with respect to certain other fundings by the Agent.

(f)Funding Source.  Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain funds for any Loan in any particular place or manner.

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ARTICLE IV
REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Agent and the Lenders as follows:

4.1Organization.  The Borrower and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite corporate or limited liability company power and authority to own and operate its properties and to carry out its business.  The Borrower and each Subsidiary is duly qualified and in good standing in (a) its state of formation, and (b) except where failure to so qualify could not reasonably be expected to have a Material Adverse Effect, all other jurisdictions where the nature of its business or ownership of property requires such qualification.

4.2Authorization.  The execution, delivery and performance by the Borrower and each of its Subsidiaries of the Loan Documents to which it is a party, and the making of Borrowings hereunder are within the Borrower’s and such Subsidiary’s powers and have been duly authorized by all necessary action.

4.3No Conflict.  The execution, delivery and performance by the Borrower and each of its Subsidiaries of the Loan Documents do not (a) violate the Borrower’s or any Subsidiary’s charter, by-laws, partnership agreement, operating agreement or other organizational or governing documents, (b) violate any Law applicable to the Borrower or any Subsidiary, or (c) result in a breach of or a default under, or result in or require the imposition of a Lien pursuant to any contract binding on the Borrower or any Subsidiary.

4.4Governmental Approval.  No Governmental Approval (including, without limitation, from the SEC, the Federal Communications Commission, the New York Public Service Commission or the New Jersey Board of Public Utilities) is required for the due execution, delivery and performance by the Borrower or any of its Subsidiaries of any of the Loan Documents.

4.5Validity.  The Loan Documents are the binding obligations of the Borrower, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

4.6Financial Statements.  The balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2011 and September 30, 2012, and the related statements of income, cash flows and changes in stockholders’ equity (or comparable statements) of the Borrower and its consolidated Subsidiaries for the fiscal year and fiscal quarters then ended, copies of which have been furnished to the Lender, fairly present the financial condition of the Borrower and its consolidated Subsidiaries as at such dates and their results of the operations and cash flow for the respective periods ended on such dates, all in accordance with GAAP (except in the case of unaudited statements, for year-end adjustments and the absence of footnotes).  Except as set forth on Schedule 4.6, since December 31, 2011, there has been no Material Adverse Effect.  Except for contingent obligations or liabilities that are disclosed in the audited financial statements referenced in this Section 4.6 or on Schedule 4.6 or those incurred in the ordinary course of business since the date of the financial statements that, individually and in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect, the Borrower and its Subsidiaries do not have any contingent obligations or liabilities for taxes or otherwise.

4.7Corporate Structure and Ownership. As of December 31, 2012, no person or group was a beneficial owner of more than ten percent (10%) of the Equity Interests of the Borrower.

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Schedule 4.7 sets forth the names of the record and beneficial owners of all Equity Interests of each Subsidiary of any Loan Party and the amount thereof owned by such Loan Party.  All of such Equity Interests are duly authorized, validly issued and are fully paid and nonassessable.  Except as set forth on Schedule 4.7, there are no voting arrangements, restrictions on transfer or other arrangements that pertain to the Equity Interests of the Borrower or any Subsidiary thereof.  No shareholder approval is required of the Borrower to exercise the Put Option other than any approval required under Section 909 of the New York Business Corporation Law, which approval the Borrower represents and warrants to its best knowledge is not reasonably expected to be required, and no other approval of any other Person is required of the Borrower to exercise the Put Option.

4.8Partnerships.  Except for the Borrower’s role as a limited partner under the Partnership Agreement, neither the Borrower nor any Subsidiary of the Borrower is a partner of a partnership or a party to a joint venture or otherwise has an obligation to make capital contributions to, or be generally liable for or on account of, the debts or liabilities of any other Person; provided that the Borrower does not have any further obligation to make capital contributions under the Partnership Agreement, nor is the Borrower generally liable for or on account of, the debts or liabilities of the Partnership or any of its partners under the Partnership Agreement.

4.9Insurance.  The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in similar locations, and the Borrower maintains the insurance required by Section 6.5.

4.10Litigation.  Except as set forth on Schedule 4.10 hereto, there is no pending or, to the Borrower’s knowledge,  threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any Governmental Authority, which, in the case of any such action or proceeding commenced or threatened after the Closing Date,  individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect.

4.11Employee Benefit Plans.  The Borrower and each of its ERISA Affiliates is in compliance in all material respects with any applicable provisions of ERISA and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans.  No ERISA Event has occurred or is reasonably expected to occur with respect to any Pension Plan.  Neither the Borrower nor any of its ERISA Affiliates has or presently contributes to a Multiemployer Plan.  No assets of an Employee Benefit Plan will be used to repay or secure any Loan or be involved in any way with, and no “prohibited transaction” as defined in ERISA or the Code shall occur as a result of, the transactions contemplated by this Agreement.

4.12Environmental Matters.  Except as set forth on Schedule 4.12, the Borrower and its Subsidiaries are in compliance with all Environmental Laws and no event or condition has occurred or is occurring with respect to Borrower or any of its Subsidiaries relating to any Environmental Law that has resulted in or could reasonably be expected to result in such claims, or is or could reasonably be expected to be the subject of any investigation, proceeding, settlement, except violations and claims that, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect.  The Borrower and its Subsidiaries have all Governmental Approvals relating to environmental matters necessary for the ownership and operation of their respective properties and businesses as presently owned and operated and as presently proposed to be owned and operated, except for those the absence of which, individually, or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect.  To the Borrower’s knowledge, neither the Borrower nor its Subsidiaries has transported or arranged for the transport of any materials subject to Environmental Laws to any site which requires remediation under Environmental Laws.

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4.13Title to Properties; Liens.  The Borrower and its Subsidiaries have (a) good, insurable and legal title to (in the case of fee interests in real property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), or (c) good title to (in the case of all other personal property), all of their respective properties and assets reflected in the financial statements referred to in Section 4.6 or in the most recent financial statements delivered pursuant to Section 6.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under Section 7.8.  All such properties and assets are free and clear of Liens, other than Permitted Liens.

4.14Payment of Taxes.  Except to the extent the related tax liabilities with respect to any tax returns or reports which have not been timely filed do not in the aggregate at any time exceed $100,000, all tax returns and reports of the Borrower and its Subsidiaries required to be filed by any of them have been timely filed, and all taxes shown on such tax returns to be due and payable and all assessments, fees and other governmental charges upon the Borrower and its Subsidiaries and upon their respective properties, assets, income, businesses and franchises that are due and payable have been paid when due and payable, unless the same have been contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP have been maintained by the Borrower or its Subsidiaries.  The Borrower knows of no proposed tax assessment against the Borrower or any of its Subsidiaries.

4.15Governmental Regulation.  Neither the Borrower nor any of its Subsidiaries is subject to regulation under the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Debt or which may otherwise render all or any portion of the Obligations unenforceable.  Except as set forth in the NYPSC Order and the NJBPU Order, neither the Borrower nor any Subsidiary of the Borrower (other than the Regulated Subsidiary) is subject to regulation by the Federal Communications Commission, the New York Public Service Commission, the New Jersey Board of Public Utilities, or any other state utility commission.  The Borrower and the Regulated Subsidiary are each in compliance with the terms of the NYPSC Order and the NJBPU Order.

4.16Governmental Approval, Intellectual Property, etc.  Except as disclosed in Schedule 4.16: (a) the Borrower and its Subsidiaries own or possess all Governmental Approvals and Intellectual Property necessary for the operation of their businesses, without known conflict with the rights of others, Subsidiaries, except for matters that, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect; (b) no product or process of the Borrower or its Subsidiaries violates or infringes any Governmental Approval or Intellectual Property owned by any other Person, except for matters that, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect; and (c) there is no violation by any Person of any right of the Borrower or any of its Subsidiaries with respect to any Intellectual Property owned or used by the Borrower or any of its Subsidiaries.  As of the date hereof, Schedule 4.16 sets forth each of the patents, trademarks, copyrights and applications relating to any of the foregoing filed with the United States Patent and Trademark Office or Copyright Office.

4.17Labor Disputes and Casualties.  Neither Borrower nor any Subsidiary is affected by any fire, explosion, accident, strike, lockout, or other labor dispute, drought, storm, hail, earthquake, embargo, act of public enemy, or other casualty (whether or not covered by insurance) which, individually or in the aggregate, has had or could be reasonably expected to have a Material Adverse Effect.

4.18Compliance.  Neither the Borrower nor any Subsidiary is in default in the performance of any agreement or instrument to which it may be a party or by which its properties may be bound, or in violation of any Law, which defaults and violations, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.

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4.19Margin Stock.  Neither the Borrower nor any Subsidiary is engaged in, and does not have as one of its substantial activities, the business of extending or obtaining credit for the purpose of purchasing or carrying “margin stock” (as that term is defined in Regulation U of the Board of Governors of the Federal Reserve System), and no proceeds of any Borrowing have been or will be used for such purpose or for the purpose of purchasing or carrying any shares of margin stock.

4.20Personal Property Collateral Matters.

(a)Names; Organization and Locations.  The Borrower and each Subsidiary’s name as it appears in official filings in the state of its organization, type of organization, jurisdiction of organization, organization number provided by the applicable Government Authority, chief executive office and each additional location at which any assets of the Borrower or its Subsidiaries (other than the Regulated Subsidiary) are maintained are set forth on Schedule 4.20, and identifies whether any such location is owned or leased (and, if leased, identified the name and address of the landlord or warehousemen any the term of the related lease or warehouse agreement).  Neither the Borrower nor any Subsidiary (or predecessor by merger or otherwise) has, within the four-month period preceding the date hereof (or, in the case of an additional Subsidiary under Section 6.10, the date it becomes a Guarantor), had a different name from the name of such Person listed on the signature pages hereof, except as set forth on Schedule 4.20.

(b)First Priority Lien.  The Security Agreement creates a valid security interest in the Collateral in favor of the Agent, for the benefit of the Lender Parties, securing the Secured Obligations (as defined therein), which security interest has been duly perfected and is prior to all other Liens, except for Permitted Liens. All filings and other actions necessary or desirable to perfect and protect such security interest in favor of the Agent have been duly made and taken, except for the filing UCC-1 filings required in order to perfect the security interests and as otherwise provided in Section 4.20(c) below.

(c)Possession or Control of Certain Collateral.  Except as set forth in Schedule 4.20, the Borrower and its Subsidiaries (other than the Regulated Subsidiary) have exclusive possession and control of the Equipment and Inventory (in each case as defined in the Security Agreement).  The Borrower and its Subsidiaries (other than the Regulated Subsidiary) have delivered to the Agent, for the benefit of the Lender Parties, possession of all originals of all promissory notes or other instruments, stock certificates, chattel paper and negotiable documents constituting Collateral.  None of the Accounts (as defined in the Security Agreement) is evidenced by a promissory note or other instrument, chattel paper or negotiable document.  At all times after April 12, 2013, the Borrower and its Subsidiaries (other than the Regulated Subsidiary) will only maintain deposit accounts and securities accounts with either (i) the Agent or (ii) a Person who has entered into a control agreement approved by the Agent, providing the Agent, for the benefit of the Lender Parties, a first priority perfected security interest in such accounts.

4.21Solvency.  The Borrower and each of its Subsidiaries are and, upon the incurrence of any Obligations by Borrower on any date on which this representation is made or restated, will be, solvent within the meaning of applicable Laws relating to fraudulent conveyances.

4.22Disclosure.  No financial or other information, exhibit or report furnished to the Agent or the Lenders by or on behalf of the Borrower or any of its Subsidiaries for use in connection with the transactions contemplated by this Agreement contains any untrue statement of a material fact or omits to state a material fact (known to the Borrower, in the case of any document not furnished by it) necessary in order to make the statements contained therein not misleading in light of the circumstances in which the same were made.

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ARTICLE V
CONDITIONS OF LENDING

5.1Conditions Precedent to Initial Loans.  The obligation of the Lenders to make the initial Loans is subject to the following conditions precedent:

(a)Loan Documents.  The Agent shall have received the following, in form and substance satisfactory to the Lenders:

(i)The Note executed by the Borrower;

(ii)The Guaranty and the Negative Pledge, executed by the applicable Loan Parties; and

(iii)Copies of all Loan Documents (not otherwise specifically identified in this Section 5.1) executed by the Borrower and the applicable Loan Parties.

(b)Action.  The Agent shall have received the following, each dated the Closing Date:

(i)Copies of the Articles/Certificate of Incorporation of the Borrower, certified as of a recent date by the Secretary of State of its state of organization and a good standing certificate (or equivalent) from such state;

(ii)Copies of (A) the bylaws of the Borrower, and (B) resolutions of the Board of Directors or other authorizing documents of the Borrower, in form and substance satisfactory to the Agent, approving the Loan Documents and the Borrowings hereunder, certified by the Secretary or an Assistant Secretary of the Borrower;

(iii)An incumbency certificate executed by the Secretary or an Assistant Secretary of the Borrower, certifying the names and signatures of the officers of the Borrower authorized to sign the Loan Documents;

(iv)An Officer’s Certificate certifying as to the matters set forth in Section 5.2(a) and (b) and (c); and

(v)In connection with Loan Documents executed by Loan Parties other than the Borrower, certified organization and governing documents, resolutions, incumbency certificates and authorizing documents comparable to the foregoing.

(c)Financial Matters.  The Borrower shall have provided to the Lenders the financial statements referred to in Section 4.6.

(d)Other.  The Agent shall have received:

(i)Evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, and that the Agent has been name as additional insured and lender/loss payee thereunder, as applicable;

(ii)Certified copies of the NYPSC Order and the NJBPU Order as in effect on the date hereof; and

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(iii)Payoff letters and Lien releases with respect to each of the Existing Debt Documents, together with delivery to the Agent of any possessory collateral held as collateral thereunder.

(e)Security Matters and Documents.  The Agent shall have received:

(i)Copies of the Security Agreement executed by the applicable Loan Parties, together with: (A) acknowledgement copies (or other evidence of filing satisfactory to the Agent) of proper financing statements duly filed under the Uniform Commercial Code (or any equivalent or similar legislation) of all jurisdictions as may be necessary or, in the Agent’s opinion, desirable to effectively perfect the interests in the personal property and fixtures granted under the security agreement(s); (B) control agreements satisfactory to the Agent with respect to all deposit or securities accounts included in the Collateral; (C) possession of all certificated securities (with undated stock powers) and instruments included in the Collateral; and (D) evidence satisfactory to the Agent that all other filings, recordings, landlord consents and waivers and other actions the Agent deems necessary or advisable to establish, preserve and perfect the Liens granted to the Agent in personal property shall have been made or obtained; and

(ii)UCC, tax, and lien searches from all locations requested by Agent, together with lien termination documents satisfactory to Agent terminating all liens shown on such searches that are not Permitted Liens.

(f)Fees, Expenses, etc.  All fees, expenses and other compensation required to be paid to the Agent pursuant hereto or pursuant to any other written agreement on or prior to the Closing Date shall have been paid or received.

(g)Deposit Account.  The Borrower shall have established a deposit account with the Agent which will be subject to the provisions of Section 3.11.

(h)General.  All corporate and legal proceedings and all instruments and documents in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in content, form and substance to the Lenders and their counsel, and the Lenders and the Lenders’ counsel shall have received a legal opinion of counsel to the Loan Parties, in form and substance satisfactory to Lenders’ counsel, any and all further information and documents which the Lenders or such counsel may reasonably have requested in connection therewith.

5.2Conditions Precedent to Each Borrowing.  The obligation of the Lenders to make any Loan (including the initial Borrowing) shall be subject to the following additional conditions precedent:

(a)Representations.  The representations and warranties contained in Article IV or any other Loan Document (whether made by the Borrower or another Loan Party) are correct when made and on and as of the date of such Borrowing as though made on and as of such date.

(b)No Default.  No event or condition has occurred and is continuing, or would result from such Borrowing, which constitutes an Event of Default or Potential Event of Default.

(c)Material Adverse Effect.  Except as set forth on Schedule 4.6, since December 31, 2011,  there shall not have occurred, or been threatened, any Material Adverse Effect.

(d)Standard Notice.  Standard Notice of such Borrowing shall have been delivered to the Agent.

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Each request for a Loan submitted by the Borrower, under this Agreement shall be deemed to be a representation and warranty that the foregoing conditions have been satisfied on and as of the date of the Borrowing.

ARTICLE VI
COVENANTS

So long as any Obligation shall remain unpaid or the Lenders shall have any Commitment hereunder, the Borrower will, unless the Required Lenders shall otherwise consent in writing:

6.1Financial Information.  Furnish to the Agent and the Lenders:

(a)as soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Borrower, either (i) the Borrower’s Annual Report on Form 10-K filed with the SEC for such fiscal year (which shall be deemed delivered to the Agent and the Lenders when publically available following Borrower’s filing of the same with the SEC), or (ii) the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, cash flows and changes in stockholders’ equity setting forth in each case in comparative form the figures for the previous year, accompanied by an unqualified report and opinion thereon of independent certified public accountants acceptable to the Lender;

(b)as soon as available, but in any event within forty-five (45) days after the end of each fiscal quarter of the Borrower, either (i) the Borrower’s Quarterly Report on Form 10-Q filed with the SEC for such fiscal quarter (which shall be deemed delivered to the Lenders when publically available following Borrower’s filing of the same with the SEC), or (ii) an unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal quarter and the related unaudited consolidated statements of income, cash flows and changes in stockholders’ equity for such fiscal quarter and year to date, setting forth in each case in comparative form for the previous fiscal year, certified by the Chief Financial Officer of the Borrower as fairly presenting the financial condition of the Borrower and its consolidated Subsidiaries and their results of operation, cash flow and changes in financial position (subject to year-end adjustments);

all such financial statements described in (a) and (b), to be complete and correct in all material respects and to be prepared in reasonable detail acceptable to the Agent and in accordance with GAAP (subject to the absence of footnotes and year-end audit adjustments in the case of the financial statements furnished pursuant to Section 6.1(b));

(c)together with each delivery of financial statements pursuant to clauses (a) and pursuant to clause (b) above for each fiscal quarter, an Officers’ Certificate in the form of Exhibit A certifying as to the matters set forth therein and demonstrating in reasonable detail compliance at the end of such accounting periods with the restrictions contained in Section 7.1;

(d)as soon as practicable, and in any event within thirty-one (31) days after the end of each fiscal year, a budget and projections by fiscal quarter for the next four fiscal quarters, including projected consolidated balance sheets and statements of income and retained earnings (or comparable statements) and cash flow of the Borrower and its consolidated Subsidiaries, all in form and detail reasonably acceptable to the Agent; and

(e)promptly upon request, any other financial statements, reports or information with respect to any Loan Party or any of its Subsidiaries reasonably requested by any Lender.

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6.2Notices and Information.  Deliver to the Agent and the Lenders:

(a)promptly upon the Borrower obtaining knowledge: (i) of any condition or event which constitutes an Event of Default or Potential Event of Default; (ii) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed cross-default of the type referred to in Section 8.1(e); (iii) of the institution of, or any adverse development in, any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower or any of its Subsidiaries greater than $100,000, in the aggregate; (iv) of any material casualty to its assets resulting in a loss in excess of $100,000, in the aggregate; (v) of any amendment or change to or violation of either the NYPSC Order or the NJBPU Order other than errata and similar non-substantive notices; or (vi) of any condition or event that could reasonably be expected to cause a Material Adverse Effect, an Officer’s Certificate specifying the nature and period of existence of any such condition or event, and what action the Borrower, is taking with respect thereto;

(b)promptly upon any officer of the Borrower becoming aware of the occurrence of or forthcoming occurrence of any (i) ERISA Event, or (ii) “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, an Officer’s Certificate specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;

(c)with reasonable promptness following receipt thereof by the Borrower, copies of (i) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan; (ii) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower or any of its ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; and (iii) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;

(d)promptly, and in any event within thirty (30) days following receipt thereof by the Borrower, a copy of any notice, summons, citation, directive, letter or other form of communication from any Governmental Authority or court in any way concerning any action or omission on the part of the Borrower or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable Environmental Law or any waste or by product thereof, or concerning the filing of a Lien upon, against or in connection with the Borrower, its Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to Section 9507 of the Code;

(e)promptly after filing, receipt or becoming aware thereof, copies of any filings or communications sent to and notices or other communications received by the Borrower or any of its Subsidiaries from any Governmental Authority, including, without limitation, the SEC, the Federal Communications Commission, the New York Public Service Commission or the New Jersey Board of Public Utilities, or any other state utility commission relating to any material noncompliance by the Borrower or any of its Subsidiaries with any Laws or with respect to any matter or proceeding the effect of which, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and

(f)promptly, and in any event within ten (10) days after request, such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by the Agent or any Lender.

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6.3Corporate Existence, Etc.  At all times preserve and keep in full force and effect its and its Subsidiaries’ corporate existence, rights, franchises and licenses material to its business and those of each of its Subsidiaries; provided, however, that the corporate existence of any such Subsidiary may be terminated if such termination is in the best interests of the Borrower and would not have and could not be reasonably expected to have Material Adverse Effect.

6.4Payment of Obligations.  Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including: (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are either (i) being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary, or (ii) would not become a Lien on any property of the Borrower such Subsidiary and, in the aggregate as to all such obligations outstanding at any time, are not in excess of $100,000; (b) all other lawful claims not described in (a) above which, if unpaid, would by Law become a Lien upon its property; and (c) all Debt, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Debt.

6.5Maintenance of Properties.  Maintain or cause to be maintained in good repair, working order and condition all material properties used or useful in the business of the Borrower and its Subsidiaries and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof.

6.6Insurance.  Maintain or cause to be maintained, with financially sound and reputable insurers, insurance with respect to its properties and business and the properties and business of its Subsidiaries against loss or damage of the kinds customarily insured against by entities of established reputation engaged in the same or similar businesses and similarly situated, of such types and in such amounts as are customarily carried under similar circumstances by such other businesses and as is acceptable to the Agent, including, without limitation, (a) “all risk” fire and extended coverage hazard insurance in an amount no less than 100% of the full insurable replacement value of the real property of the Borrower and its Subsidiaries and its contents, (b) comprehensive general public liability insurance, and (c) business interruption insurance, and all such policies of insurance shall insure the Lenders as their interest may appear, shall bear a long-form lender’s loss payable endorsement, shall list the Agent as an additional insureds with respect to liability coverages and shall require thirty (30) days’ notice of cancellation or material change endorsements in favor of the Agent.

6.7Inspection.  Permit any authorized representatives designated by any Lender and at the expense of such Lender to visit and inspect any of the properties of the Borrower or any of its Subsidiaries, including its and their financial and accounting records, and to make copies and take extracts therefrom, and to discuss its and their affairs, finances and accounts with its and their officers, members, employees, representatives and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably requested; provided, that when an Event of Default exists, the foregoing shall be at the expense of the Borrower.

6.8Compliance with Laws, Etc.  Exercise, and cause each of its Subsidiaries to exercise, all due diligence in order to comply with the requirements of all applicable Laws, including, without limitation, all Environmental Laws, noncompliance with which has had or could reasonably be expected to cause, either individually or in the aggregate, a Material Adverse Effect.

6.9Books and Records.  Maintain proper records and accounts in which full, true and correct entries in conformity with GAAP, consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower and its Subsidiaries.

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6.10Additional Subsidiaries.  Notify the Agent and the Lenders at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within 10 days) cause such Person to (a) become a Guarantor by executing and delivering to the Agent a supplement to the Guaranty, (b) grant to the Agent a Lien on its assets by executing and delivering a supplement to the Security Agreement and such mortgages as the Agent may request, and (c) deliver to the Agent documents comparable to those delivered pursuant to Section 5.1 with respect to other Loan Parties and other collateral, all in form and substance reasonably satisfactory to the Agent.

6.11Deposit Accounts.

(a)Maintain with the Agent, at all times after April 30, 2013, (i) substantially all operating, deposit and cash management accounts of the Borrower, and (ii) a substantial portion of the operating, deposit and cash management accounts of the Subsidiaries of the Borrower.

(b)All proceeds received from the exercise of the Put Option shall initially be deposited, upon receipt, into the Borrower’s primary operating account maintain with the Agent.

ARTICLE VII
NEGATIVE COVENANTS

So long as any Obligation shall remain unpaid or the Lenders shall have any Commitment hereunder, the Borrower will not, without the written consent of the Required Lenders:

7.1Financial Covenants

(a)Consolidated Liquidity Ratio.  The Borrower shall at all times maintain a Consolidated Liquidity Ratio in excess of 1.0 to 1.0

7.2Liens, Etc.  Create or suffer to exist, or permit any of its Subsidiaries to create, incur or suffer to exist, any Lien upon or with respect to any of its assets or properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, to or in favor of any Person, except: (a) Liens in favor of the Agent, on behalf of the Lenders under the Loan Documents; (b) Liens existing on the date hereof and set forth in Schedule 7.2; (c) Liens created by the purchase money security agreements and Capital Leases permitted under Section 7.3 hereof; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like liens arising in the ordinary course of business which are not overdue by more than 30 days; and (e) easements, rights of way, restrictions and similar encumbrances affecting real property which, in the aggregate are not substantial in amount, and which do not materially detract from the value of, or materially interfere with the use of, the property.

7.3Debt.  Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Debt, other than: (a) Debt existing on the date hereof and set forth on Schedule 7.3 hereto; (b) Debt under purchase money security agreements and Capital Leases in an amount not to exceed $5,000,000; (c) Debt owed to the Lender Parties under the Loan Documents; and (d) Debt used to finance any Permitted Acquisition.

7.4Lease Obligations.  Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any obligations for the payment of rent for any property under leases or agreements to lease (other than Capital Leases) which would cause the direct or contingent liabilities of the Borrower and its Subsidiaries, on a consolidated basis, in respect of all such obligations to exceed $1,000,000 payable in any fiscal year of the Borrower.

7.5Equity Payments, Etc.  Declare or pay any dividends, purchase or otherwise acquire for value any of its Equity Interests, or make any distribution of assets to its equity holders as

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such, or permit any of its Subsidiaries to purchase or otherwise acquire for value any Equity Interests of the Borrower, except that the Borrower may declare and deliver dividends and distributions so long an no Event of Default or Potential Event of Default has then occurred and is continuing.

7.6Fundamental Changes.  (a) Change its corporate structure; (b) consolidate with or merge into any other corporation or entity, or acquire a substantial portion of the assets, business or Equity Interests of another Person, except, a Loan Party may merge with and into another Loan Party which is not the Regulated Subsidiary; (c) acquire a substantial portion of the assets, business or Equity Interests of another Person, except for a Permitted Acquisition; (d) liquidate, windup or dissolve; (e) create any Subsidiary (except in connection with a Permitted Acquisition or as otherwise permitted in compliance with Section 6.10); or (f) transfer any assets to the Regulated Subsidiary, except pursuant to the terms of the NJBPU Order and the NYPSC Order.

7.7Loans, Investments, Contingent Liabilities.  Make or permit to remain outstanding, or permit any Subsidiary to make or permit to remain outstanding, any Investment, except that the Borrower and its Subsidiaries may:  (a) allow to remain outstanding Investments existing on the date hereof and set forth on Schedule 7.7, including the Equity Interests in the Subsidiaries of the Borrower listed thereon; (b) own, purchase or acquire certificates of deposit issued by the Lender or any U.S. bank having capital and surplus in excess of $125,000,000, commercial paper rated Standard & Poor’s A-1 or Moody’s P-1, direct obligations of the United States of America or its agencies, and obligations guaranteed by the United States of America; (c) continue to own the existing capital stock of the Borrower’s Subsidiaries; (d) endorse negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (e) acquire and own stock, obligations or securities received from customers in connection with debts created in the ordinary course of business owing to the Borrower or a Subsidiary; (f) to the extent no Event of Default has occurred and is continuing or could reasonably be expected to result therefrom: (i) Investments by Subsidiaries of the Borrower in each other (other than the Regulated Subsidiary); (ii) Investments by the Borrower in its Subsidiaries other than the Regulated Subsidiary; (iii) after the date hereof,  Investments in the Regulated Subsidiary not to exceed $1,000,000; and (iv) other Investments not in excess of $1,000,000 in the aggregate; and (g) make Permitted Acquisitions.

7.8Asset Sales.  Convey, sell, lease, transfer or otherwise dispose of, or permit any Subsidiary to convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its or its Subsidiary’s business, properties or assets outside the ordinary course of business (including Equity Interests of a Subsidiary), whether now owned or hereafter acquired, other than (a) the sale of interests in the Partnership pursuant to the 4G Agreement, so long as the proceeds of such sale are applied in accordance with Section 2.2 hereof, and (b) to the extent no Event of Default has occurred and is continuing or would result therefrom: (i) dispositions by Subsidiaries of the Borrower to each other (other than the Regulated Subsidiary); (ii) dispositions by the Borrower to its Subsidiaries other than the Regulated Subsidiary; (iii) after the date hereof, dispositions to the Regulated Subsidiary not to exceed $500,000; and (iv) other dispositions not in excess of $500,000 in the aggregate.

7.9Transactions with Affiliates.  Enter into or permit to exist, or permit any of its Subsidiaries to enter into or permit to exist, any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Borrower on terms that are less favorable to Borrower or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such an Affiliate of the Borrower.

7.10Conduct of Business.  Engage in any business, or permit any of its Subsidiaries to engage in any business, other than the businesses engaged in by the Borrower and its Subsidiaries on the date hereof and similar or directly related businesses.

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7.11Fiscal Year.  Change the Borrower’s fiscal year from a year ending December 31.

7.12Security Matters.

(a)Name and Organization.  Change the Borrower’s or a Subsidiary’s name, identity or corporate structure or organizational number or reorganize, reincorporate or take any other action that results in a change of the jurisdiction of organization of the Borrower or a Subsidiary, without giving the Lender fifteen (15) days’ prior written notice thereof, provided, the jurisdiction shall at all times remain within the United States.

(b)Perfection.  Permit any other Person to maintain possession or control of any Equipment or Inventory of the Borrower or a Subsidiary unless the Agent has received a waiver from such Person satisfactory to the Agent; permit any certificated security or instrument to be included in the Collateral, unless they have been delivered to the Agent (with appropriate endorsements);  establish, or permit any Subsidiary to establish, any deposit or securities account, unless the Lender has received a control agreement satisfactory to the Agent; or permit the security interests of the Agent in any other Collateral to be unperfected.

7.13Limitation on Other Restrictions on Liens.  Enter into, or become subject to, or permit any Subsidiary to enter into, or become subject to, any agreement or instrument that would prohibit the grant of any Lien on any of its properties, except as set forth in the Loan Documents.

7.14Limitation on Other Restrictions on Amendment of the Loan Documents.  Enter into, or become subject to, or permit any Subsidiary to enter into, or become subject to, any agreement or instrument that would prohibit or require the consent of any Person to any amendment, modification or supplement to any of the Loan Documents.

7.15Limitation on Amendment of Partnership Documents.  Make any modification or change, or grant any consent or waiver, under or with respect to the Partnership Agreement, the 4G Agreement or any of the rights of the Borrower thereunder or with respect to the Partnership, including, without limitation, with respect to the Put Option; provided that if the request for such modification, change, consent or waiver is initiated by any party to the Partnership Agreement other than the Borrower, the consent of the Agent pursuant to this Section 7.16 shall not be unreasonably withheld or delayed.

7.16Agreements Related to Negative Covenants.  Enter into or suffer to exist, or permit any Subsidiary to enter into or suffer to exist, any agreement to do any act prohibited by this Article VII.

ARTICLE VIII
EVENTS OF DEFAULT

8.1Events of Default.  If any of the following events (“Events of Default”) shall occur and be continuing:

(a)The Borrower shall fail to pay (i) when due, any amount of principal of any Loan, or (ii) within three Business Days of such due date, any interest on any Loan, any commitment or other fee hereunder, or any other amount payable hereunder or under any other Loan Document; or

(b)The Borrower shall fail to perform or observe any term, covenant or agreement contained in Article VII; or

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(c)The Borrower shall fail to perform or observe any term, covenant or agreement contained in this Agreement or any other Loan Document other than those referred to in Sections 8.1(a) or (b) and any such failure shall remain unremedied for thirty (30) days; or

(d)Any representation or warranty made by the Borrower, in any Loan Document shall prove to have been incorrect in any material respect when made or deemed made; or

(e)The Borrower and its Subsidiaries shall (i) fail to pay any principal of, or premium or interest on, any document evidencing Debt in excess of $50,000, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), or (ii) fail to perform or observe any term, covenant or condition on its part to be performed or observed under any agreement or instrument relating to any document evidencing Debt in excess of $50,000, when required to be performed or observed, and the effect of such default or other event is to cause, or to permit the holder of such Debt to cause, such Debt to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed or any offer therefore to be made, prior to its stated maturity; or

(f)(i)The Borrower or any of its Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future Law, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, or the Borrower or any of its Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed or undischarged for a period of sixty (60) days; or

(g)One or more judgments, attachments or decrees shall be entered against the Borrower or any of its Subsidiaries and all such judgments, attachments or decrees evidencing obligations in excess of $50,000 shall not have been vacated, discharged, or stayed or bonded pending appeal within thirty (30) days from the entry thereof; or

(h)There shall occur one or more ERISA Events that might reasonably be expected to result in liability of the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates during the term of this Agreement; or there shall exist an amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), which exceeds the amount set forth in the financial statements delivered pursuant to Section 4.6; or

(i)Any guaranty relating to the Loans, for any reason other than satisfaction in full of all Obligations, ceases to be in full force and effect or is declared null and void, or any guarantor denies that it has any further liability under such guaranty or gives notice to such effect; or

(j)Any Security Document, the Partnership Agreement or the 4G Agreement shall cease to be in full force and effect, or any Lien created by or purported to be created by the Security Documents ceases to be valid, enforceable and perfected first priority liens except to the extent expressly permitted by the Security Documents.; or

(k)Any shareholder or other approval required of the Borrower to exercise the Put Option shall not be obtained prior to April 30, 2014;

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(l)The Borrower shall not exercise the Put Option during the month of April 2014, in accordance with the terms of the 4G Agreement, unless the failure to exercise the Put Option would not cause the Consolidated Liquidity Ratio to be less than 1.0 to 1.0; or

(m)A Material Adverse Effect shall occur; or

(n)A Change in Control shall occur;

THEN, (i) upon the occurrence of any Event of Default described in clause (f) or (g) above, the Commitments shall immediately terminate and all Loans hereunder with accrued interest thereon, and all other Obligations under this Agreement, the Notes and the other Loan Documents shall automatically become due and payable; (ii) upon the occurrence of any other Event of Default, the Agent may (and shall upon the direction of the Required Lenders), by notice to the Borrower, declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate, and/or, by notice to the Borrower, declare the Loans hereunder, together with accrued interest thereon, and all other Obligations under this Agreement, the Notes and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable and (iii) upon the occurrence of any Event of Default, exercise the remedies available to it under the other Loan Documents, and at law or in equity.

8.2Application of Funds.  After the exercise of remedies under Section 8.1, any amounts received on account of Obligations shall be applied by Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders, ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and any other Obligations then due and owing, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by Law.

ARTICLE IX
AGENCY

9.1Appointment and Authority.  Each of the Lenders hereby irrevocably appoints TriState Capital Bank to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.  The provisions of this Article are solely for the benefit of the Lender Parties and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any such provisions.

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9.2Rights as a Lender.  The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity.  Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the Lenders.

9.3Exculpatory Provisions.  The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents.  Without limiting the generality of the foregoing, the Agent:

(a)shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default or Potential Event of Default has occurred and is continuing;

(b)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided, that the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Loan Document or applicable Law; and

(c)shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Agent or any of its Affiliates in any capacity.

The Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Agent shall believe in good faith shall be necessary), under the circumstances as provided in Sections 10.1 and 8.1 or (ii) in the absence of its own gross negligence or willful misconduct.  The Agent shall be deemed not to have knowledge of any Event of Default or Potential Event of Default unless and until notice describing such Event of Default or Potential Event of Default is given to the Agent by the Borrower or a Lender.

The Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Event of Default or Potential Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent.

9.4Reliance by Agent.  The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  The Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.  In

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determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Agent may presume that such condition is satisfactory to such Lender unless the Agent shall have received notice to the contrary from such Lender prior to the making of such Loan.  The Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.5Delegation of Duties.  The Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by the Agent.  The Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.  The exculpatory provisions of this Article shall apply to any such sub agent and to the Related Parties of the Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.

9.6Resignation of Agent.  The Agent may at any time give notice of its resignation to the Lenders and the Borrower.  Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank.  If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above, provided, that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph.  Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph).  The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.  After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.4 and 10.5 shall continue in effect for the benefit of such retiring Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

9.7Non-Reliance on Agent and Other Lenders.  Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

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ARTICLE X
MISCELLANEOUS

10.1Amendments, Etc.  No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no such amendment, waiver or consent shall:

(a)extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.2) without the written consent of such Lender;

(b)postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

(c)reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, it being understood that any waiver of or reduction in the post-default rate of interest shall not be deemed a reduction of the rate of interest and any amendment to the definition of Consolidated Excess Cash Flow and related definitions shall not be deemed to be a reduction in principal;

(d)change Section 3.6 or Section 10.13 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

(e)change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or

(f)release the Guarantors from the Guaranty, release the Intermediate Holding Company from the Guaranty, or release a substantial portion of the Collateral, without the written consent of each Lender;

provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above, affect the rights or duties of the Agent under this Agreement or any other Loan Document.

10.2No Implied Waiver; Remedies Cumulative.  No delay or failure of any Lender or the Agent in exercising any right or remedy under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.  The rights and remedies of the Lender under this Agreement are cumulative and not exclusive of any other rights or remedies available hereunder, under any other agreement, at law, or otherwise.

10.3Notices.  All notices and other communications (collectively, “notices”) under this Agreement shall be in writing (including facsimile transmission) and shall be sent by first-class mail, by nationally-recognized overnight courier, by personal delivery, by facsimile transmission, or by e-mail, in all cases with charges prepaid.  All notices shall be sent to a party at its address specified on the signature page hereof, or to such other address as shall have been designated by the applicable party by notice to the other party hereto.  Any properly given notice shall be deemed given or made upon the

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earliest of:  (i) if delivered by hand or by courier, when signed for by or on behalf of the relevant party ; (ii) if delivered by mail, four Business Days after deposit in the mails, or (iii) if delivered by facsimile or e-mail, when sent and receipt has been confirmed by telephone; provided, that notices to the Lender pursuant to Article II shall not be effective until actually received by the Agent.  The Lenders and Agent may rely on any notice, including any notice of Borrowing (whether or not made in a manner contemplated by this Agreement), purportedly made by or on behalf of the Borrower, and the Lenders shall have no duty to verify the identity or authority of the Person giving such notice.

10.4Expenses.  The Borrower shall pay (i) all reasonable out of pocket expenses incurred by the Agent and its Affiliates (including the reasonable fees, charges and disbursements of outside counsel for the Agent), in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Lenders (including the reasonable fees, charges and disbursements of outside counsel for Lenders), in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (iii) all out-of-pocket expenses incurred by the Agent or any Lender (including the fees, charges and disbursements of counsel for the Agent and each Lender and a reasonable estimate of the allocated cost of in-house counsel for the Agent and in-house counsel for each Lender (to the extent not duplicative of outside counsel)), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

10.5Indemnity.

(a)Indemnity by Borrower.  The Borrower agrees to defend, indemnify, pay and hold the Lender Parties and their Related Parties, harmless from and against any and all Indemnified Liabilities, provided that the Borrower shall have no obligation hereunder to an indemnified party, with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such indemnified party.  This covenant shall survive termination of this Agreement and payment of the outstanding Notes.

(b)Reimbursements by Lender.  To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.5(a) or Section 10.4 to be paid by it to the Agent or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agent or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent in its capacity as such or against any Related Party in connection with such capacity.  The obligations of the Lenders under this subsection (b) are subject to the provisions of Section 3.12(d).

(c)Payments.  All amounts due under this Section shall be payable promptly after demand therefor.

10.6Assignments and Participations.

(a)Successors and Assigns Generally.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise

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transfer any of its rights or obligations hereunder without the prior written consent of the Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Lender Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)           Assignments by Lenders.  Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, that

(i)            except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date), shall not be less than $1,000,000 unless the Agent, and so long as no Event of Default or Potential Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed);

(ii)           each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;

(iii)          the consent of the Agent is required for any assignment of a Commitment or the Loans, unless the Person that is the proposed assignee would otherwise qualify as an Eligible Assignee;

(iv)          the consent of the Borrower is required for the assignment of a Commitment or the Loans (which consent shall not be unreasonably withheld, conditioned or delayed) unless the Person that is the proposed transferee is an Eligible Assignee; provided, that (A) no consent shall be required after the occurrence of and during the continuance of an Event of Default or Potential Event of Default, and (B) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within five (5) Business Days after having received notice thereof;

(v)           the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Agent an Administrative Questionnaire; and

(vi)          no such assignment shall be made to the Borrower, any of the Borrower’s Affiliates, Subsidiaries or Related Persons or to a natural person.

Subject to acceptance and recording thereof by the Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the

33

assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.9, 10.4, and 10.5 with respect to facts and circumstances occurring prior to the effective date of such assignment.  Upon request, the Borrower (at its expense) shall execute and deliver Notes to the assignee Lender.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

(c)           Register.  The Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, and the Borrower, the Lender Parties may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by each of the Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d)           Participations.  Any Lender may at any time, without the consent of, or notice to, the Borrower or the Agent, sell participations to any Person (other than a natural person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans); provided, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agent, and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any  provision of this Agreement; provided, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.1 that affects such Participant.  Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Section 3.9 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section.  To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 10.12 as though it were a Lender, provided, such Participant agrees to be subject to Section 10.13 as though it were a Lender.

(e)           Limitations upon Participant Rights.  A Participant shall not be entitled to receive any greater payment under Section 3.9 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.

(f)            Certain Pledges.  Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

10.7              Entire Agreement.  This Agreement, together with the Exhibits and the Schedules hereto, the other Loan Documents, and any separate letter agreement with respect to fees

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payable to the Agent constitutes the entire agreement of the parties hereto with respect to the subject matters hereof and supersedes all prior and contemporaneous understandings and agreements.

10.8              Survival.  All representations and warranties of the Borrower contained in or made in connection with this Agreement or in any other Loan Documents shall survive, and shall not be waived by, the execution and delivery of this Agreement, any investigation by or knowledge of the Lender, any extension of credit, or any other event or circumstance whatever.

10.9              Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all such counterparts shall constitute but one and the same agreement.

10.10            Severability.  In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity , legality and enforceability of the remaining provisions contained herein shall not be in any way be affected or impaired thereby.

10.11            Headings.  Section headings in this Agreement are included for convenience of reference only and shall not be given any substantive effect.

10.12            Setoff.  In the event that any obligation of the Borrower now or hereafter existing under this Agreement or any other Loan Document shall have become due and payable, each Lender is hereby authorized by the Borrower, at any time and from time to time following an Event of Default, without prior notice, (a) to set off against, and to appropriate and apply to the payment of, the obligations and liabilities of the Borrower under the Loan Documents (whether matured or unmatured, fixed or contingent or liquidated or unliquidated) any and all amounts owing by such Lender to the Borrower (whether payable in Dollars or any other currency, whether matured or unmatured, and, in the case of deposits, whether general or special, time or demand and however evidenced) and (b) pending any such action, to the extent necessary, to hold such amounts as collateral to secure such obligations and liabilities and to return as unpaid for insufficient funds any and all checks and other items drawn against any deposits so held as such Lender in its sole discretion may elect.  The Borrower hereby grants to each Lender a security interest in all deposits and accounts maintained with, and all other assets of the Borrower in the possession of, the Lender (but not payroll, sales tax or other fiduciary accounts that are segregated from other accounts of the Borrower and identified and used only as such).  The rights of each Lender under this Section 10.12 are in addition to other rights and remedies (including other rights of set-off) which such Lender may have.  The Borrower agrees that, to the fullest extent permitted by law, any Affiliate of each Lender, and any holder of a participation in any obligation of the Borrower under this Agreement, shall have the same rights of setoff as such Lender as provided in this Section 10.12 regardless of whether such Affiliate or participant otherwise would be deemed a creditor of the Borrower.  Each Lender agrees to notify the Borrower and the Agent promptly after any such setoff and application; provided, that the failure to give such notice shall not affect the validity of such setoff and application.

10.13            Sharing of Payments By Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other Obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Agent and each other Lender of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

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(i)             if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii)            the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation.

10.14            Limitation on Payments.  The parties hereto intend to conform to all applicable laws limiting the maximum rate of interest that may be charged or collected by the Agent or any Lender from the Borrower.  Accordingly, notwithstanding any other provision hereof, the Borrower shall not be required to make any payment to or for the account of the Agent or any Lender, and such Person shall refund any payment made by the Borrower, to the extent that such requirement or such failure to refund would violate or conflict with mandatory and nonwaivable provisions of applicable Law limiting the maximum amount of interest which may be charged or collected by the Agent or any Lender from the Borrower.  To the fullest extent permitted by law, in any action, suit or proceeding pertaining to this Agreement, the burden of proof, by clear and convincing evidence, shall be on the Borrower to demonstrate that this Section 10.14 applies to limit any obligation of the Borrower under this Agreement or to require the Agent or any Lender to make any refund, or claiming that this Agreement conflicts with any applicable law limiting the maximum rate of interest that may be charged or collected by the Agent or any Lender from the Borrower, as to each element of such claim.

10.15            Confidentiality.  Each of the Lender Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder, under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document  or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or Participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement, (g) any actual or prospective party (or its partners, directors, officers, employees, managers, administrators, trustees, agents, advisors or other representatives) to any swap or derivative or similar transaction under which payments are to be made by reference to Borrower and its obligations, this Agreement or payments hereunder, (h) with the consent of Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Agent or any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower and its Affiliates.

For purposes of this Section, “Information” shall mean all information received from the Borrower, any of its Subsidiaries or any of their respective Affiliates relating to the businesses or any of

36

its Subsidiaries or any of their respective businesses, other than any such information that is available to the Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries or any of their respective Affiliates; provided that, in the case of information received from the Borrower or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Anything in this Agreement to the contrary notwithstanding, Agent may (i) provide customary information concerning the terms and conditions of this Agreement and the other Loan Documents to loan syndication and pricing reporting services, and (ii) use the name, logos, and other insignia of any Borrower and the Loan Parties and the Commitments provided hereunder in any “tombstone” or comparable advertising, on its website or in other marketing materials of Agent.

10.16            Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the Borrower, the Agent, the Lenders and their respective successors and permitted assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Agent.

10.17            Governing Law.  THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT GIVING EFFECT TO ITS CHOICE OF LAW PRINCIPLES.

10.18            Waiver of Jury Trial.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED.

10.19            Consent to Jurisdiction; Venue.  All judicial proceedings brought against the Borrower with respect to this Agreement and the Loan Documents may be brought in any state or federal court of competent jurisdiction in sitting in Allegheny County, Pennsylvania, and by execution and delivery of this Agreement, the Borrower accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement.  The Borrower irrevocably waives any right it may have to assert the doctrine of forum non conveniens or to object to venue to the extent any proceeding is brought in accordance with this Section.

10.20            USA Patriot Act Notice.  The Agent and each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56), as amended, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow the Lender to identify the Borrower in accordance with such Act.

10.21            Limitation of Liability.  TO THE FULLEST EXTENT PERMITTED BY LAW, NO CLAIM MAY BE MADE BY THE BORROWER AGAINST THE AGENT, ANY LENDER OR ANY OF THEIR RELATED PARTIES FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY STATEMENT, COURSE OF CONDUCT, ACT, OMISSION OR EVENT IN CONNECTION WITH

37

ANY OF THE FOREGOING (WHETHER BASED ON BREACH OF CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY); AND THE BORROWER HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY CLAIM FOR ANY SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST.

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IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

WARWICK VALLEY TELEPHONE COMPANY
By:	/s/ Brian H. Callahan
Brian H. Callahan
Chief Financial Officer
Address:
47 Main Street
Warwick, New York 10990
Attn: Chief Financial Officer
Fax No.: (845) 986-6699
With a copy to:
James M. Jenkins
Harter, Secrest & Emery LLP
1600 Bausch & Lomb Place
Rochester, NY 14604
Fax No.: (583) 232-2152
TRISTATE CAPITAL BANK
By:	/s/ Mark W. Torie
Mark W. Torie
Senior Vice President
Address:
TriState Capital Bank
789 E. Lancaster Avenue
Suite 240
Villanova, PA 19085
Attention: Mark W. Torie, Senior Vice President
Telephone: (610) 526-6772
Facsimile: (610) 581-7110
E-Mail: mtorie@tscbank.com
With a copy to:
TriState Capital Bank
One Oxford Centre, Suite 2700
301 Grant Street
Pittsburgh, PA 15219
Telephone: (412) 304-0304
Facsimile: (412) 304-0339
Attention: Loan Operations
Email: LoanOperations@tscbank.com

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ANNEX 1

Commitments

Lender	Revolving Commitment
Tristate Capital Bank	$	17,000,000

ANNEX 2

Agent’s Office

TriState Capital Bank

Attn:  Loan Administration

One Oxford Centre

301 Grant Street

Pittsburgh, PA 15219

Telephone:  412-304-0381

Fax:  412-304-0339

E-Mail:  jkyle@tcsbank.com

EXHIBIT A

[FORM OF] COMPLIANCE CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFY THAT:

(1)           I am the duly elected [Title] of WARWICK VALLEY TELEPHONE COMPANY, a New York corporation (the “Borrower”);

(2)           I have reviewed the terms of the Credit Agreement, dated as of March 11, 2013, as amended, modified or supplemented, the “Credit Agreement”, the terms defined therein and not otherwise defined in this Certificate (including Attachment No. 1 annexed hereto and made a part hereof) being used in this Certificate as therein defined), by and among the Borrower, the Lenders party thereto, and TriState Capital Bank, as Agent thereunder, and the terms of the other Loan Documents, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of Borrower and its Subsidiaries during the accounting period covered by the attached financial statements; and

(3)           The examination described in paragraph (2) above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default or Potential Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate[, except as set forth below].

(4)           Attached as Attachment 1 is a calculation of the financial covenants set forth in Section 7.1 of the Credit Agreement demonstrating compliance with such covenants as of                   ,         .

[Set forth [below] [in a separate attachment to this Certificate] are all exceptions to paragraph (3) above listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event:

]

A-1

The foregoing certifications, together with the computations set forth in Attachment No. 1 annexed hereto and made a part hereof and the financial statements delivered with this Certificate in support hereof, are made and delivered this [                   day of                           ,         ] pursuant to Section 6.1(c) of the Credit Agreement.

WARWICK VALLEY TELEPHONE COMPANY

By:

Name:

[Add Attachment 1]

A-2

EXHIBIT B

[FORM OF] ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “Assignor”) and the Assignee identified in item 2 below (the “Assignee”).  Capitalized terms used but not defined herein shall have the means given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by referenced and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”).  Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:
	[for Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]
3.	Borrower:	WARWICK VALLEY TELEPHONE COMPANY
4.	Agent:	TRISTATE CAPITAL BANK, as the Agent under the Credit Agreement
5.	Credit Agreement:	The Credit Agreement, dated as of March 11, 2013, among the Borrower, the Lenders parties thereto, and TriState Capital Bank, as Agent (as amended)

B-1

6.Assigned Interest[s]:

Assignor	Assignee	Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders(1)	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans(2)
		Loans / Commitment	$	$		%

7.Effective Date:                                   , 20       [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR
[NAME OF ASSIGNOR]
By:
	Title:
ASSIGNEE
[NAME OF ASSIGNEE]
By:
	Title:

[Consented to and](3) Accepted:

TRISTATE CAPITAL BANK, as

Agent

By
	Title:

[Consented to:](4)

WARWICK VALLEY TELEPHONE COMPANY

By
	Title:

(1)  Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

(2)  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

(3)  To be added only if the consent of the Agent is required by the terms of the Credit Agreement.

(4)  To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

B-2

CREDIT AGREEMENT,

dated as of March     , 2013,

by and among

WARWICK VALLEY TELEPHONE COMPANY,

the Lenders referred to therein, and

TRISTATE CAPITAL BANK, as Agent

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1.  Representations and Warranties.

1.1  Assignor.  The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any Lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2.  Assignee.  The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.6(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.6(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest; and (b) agrees that (i) it will, independently and without reliance on the Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

B-4

EXHIBIT C

[FORM OF] NOTICE OF LOAN REQUEST

[Date]                                              , 20

TriState Capital Bank, as Agent

One Oxford Centre

301 Grant Street, Suite 2700

Pittsburgh, Pennsylvania 15219

Attention: Loan Administration

Ladies and Gentlemen:

The undersigned, WARWICK VALLEY TELEPHONE COMPANY, a New York corporation refers to the Credit Agreement, dated as of March 11, 2013, among the undersigned, the LENDERS party thereto and TRISTATE CAPITAL BANK, as Agent (together with its respective successors and assigns, the “Agent”), (as the same may from time to time be amended, restated or otherwise modified, the “Credit Agreement”, the terms defined therein being used herein as therein defined), and hereby gives you notice, pursuant to Section 3.2 of the Credit Agreement that the undersigned hereby requests a Loan under the Credit Agreement, and in connection therewith sets forth below the information relating to the Loan (the “Proposed Loan”) as required by Section 3.2 of the Credit Agreement:

(a)           The Business Day of the Proposed Loan is                     , 20    .

(b)           The amount of the Proposed Loan is $                              .

(c)           The Proposed Loan is to be a [LIBOR Monthly Loan] [Base Rate Loan].

The undersigned hereby certifies on behalf of Borrower that the following statements are true on the date hereof, and will be true on the date of the Proposed Loan: (i) the representations and warranties contained in Article IV of the Credit Agreement or in any other Loan Document (whether made by the Borrower or another Loan Party)  are correct in all material respects on and as of the date of the Proposed Loan, before and after giving effect to the Proposed Loan, as though made on and as of such date (except to the extent such representations and warranties relate solely to an earlier date); (ii) no event or condition has occurred and is continuing, or would result from the Proposed Loan which constitutes an Event of Default or Potential Event of Default; and (iii) the conditions set forth in Section 5.2 of the Credit Agreement have been satisfied.

Very truly yours,

WARWICK VALLEY TELEPHONE COMPANY

By:

Name:

Title:

C-1

SCHEDULE 4.6

Liabilities; Material Adverse Effect

Material Adverse Effect:

A $8.9 million pre-tax charge was recorded during the three months ended December 31, 2012 related to a non-cash impairment of fixed assets in telephone segment of Borrower’s business, which provides telecommunications services including local, network access, long distance services, wireless, broadband, TV service and directory services.

Contingent Obligations or Liabilities:

None.

SCHEDULE 4.7

Capitalization and Ownership

Borrower has an ownership interest in the wholly-owned subsidiaries referenced below.  No other Loan Party has an ownership interest in any subsidiaries.

	Name of Subsidiary	Number and Type of Equity Interests Beneficially Owned	Percentage of Outstanding Equity Interests Owned
1.	Hometown Online, Inc.	200 shares common stock, no par value	100	%
2.	Warwick Valley Long Distance Co., Inc.	1 share common stock,  no par value	100	%
3.	USA Datanet Inc.	1 share common stock, no par value	100	%
4.	Alteva Inc.	200 shares common stock,  no par value	100	%
5.	Warwick Valley Telephone Restructuring Company, LLC	100 membership units	100	%

SCHEDULE 4.10

Litigation

None.

SCHEDULE 4.12

Environmental Claims

None.

SCHEDULE 4.16

Licenses and Intellectual Property Matters

Trademarks and Trademark Applications:

	Mark	Status	Owner
1.		Registered 3651803	Warwick Valley Telephone Company CORPORATION NEW YORK 47-49 Main Street, P.O. Box 592 Warwick NEW YORK 109900592
2.		Registered 3238916	Warwick Valley Telephone Company CORPORATION NEW YORK 47-49 Main Street P.O. Box 592 Warwick NEW YORK 109900592
3.		Registered 4092174	Warwick Valley Telephone Company CORPORATION NEW YORK 47 Main Street Warwick NEW YORK 10990
4.		Pending 85666280	WARWICK VALLEY TELEPHONE COMPANY CORPORATION NEW YORK 47 MAIN ST WARWICK NEW YORK 10990
5.		Pending 85666274	WARWICK VALLEY TELEPHONE COMPANY CORPORATION NEW YORK 47 MAIN ST WARWICK NEW YORK 10990

6.		Pending 85666282	WARWICK VALLEY TELEPHONE COMPANY CORPORATION NEW YORK 47 MAIN ST WARWICK NEW YORK 10990
7.		Registered 3978070	USA DATANET INC. CORPORATION NEW YORK 47 MAIN STREET WARWICK NEW YORK 10990
8.		Pending 85803456	WARWICK VALLEY TELEPHONE COMPANY CORPORATION NEW YORK 47 MAIN ST WARWICK NEW YORK 10990
9.		Registered 3227042	ALTEVA INC. CORPORATION NEW YORK 47 MAIN STREET WARWICK NEW YORK 10990

Copyrights:

Type of Work:      Text

Registration Number / Date: TX0005745344 / 2003-06-06

Title:           Southern Orange County, NY, telephone directory, June 2003-May 2004

Copyright Claimant: Warwick Valley Telephone Communications

Date of Creation:  2003

Date of Publication: 2003-04-30

Names: Warwick Valley Telephone Communications

================================================================================

Type of Work:      Text

Registration Number / Date: TX0005775674 / 2003-06-03

Title:             Southern Orange County, NY, telephone directory, June 2003-May 2004.

Copyright Claimant: Warwick Valley Telephone Communications

Date of Creation:  2003

Date of Publication: 2003-04-30

Other Title: Orange County, NY, telephone directory, June 2003-May 2004

Names: Warwick Valley Telephone Communications

================================================================================

Type of Work:      Text

Registration Number / Date: TX0000028471 / 1978-04-24

Title:             [Florida, Warwick, Pine Island, N. Y., ... et al., classified directory, 1978].

Imprint:   [s.l. : s.n.],  c1978.

Description:       130 page insert.

Notes: (With Warwick, including Florida, Pine Island, N. Y., . et al., 1978)..

Copyright Claimant: Warwick Valley Telephone Company

Date of Creation:  1978

Date of Publication: 1978-01-26

Authorship on Application:  Warwick Valley Telephone Company, employer for hire.

Previous Registration: Prev. reg. 1977.

Basis of Claim: New Matter: revisions.

Names: Warwick Valley Telephone Company

================================================================================

Type of Work:      Text

Registration Number / Date: TX0005986516 / 2004-06-07

Title:             Orange County, NY, woman telephone directory, November 2003.

Copyright Claimant: Warwick Valley Telephone Company

Date of Creation:  2003

Date of Publication: 2003-09-29

Names:  Warwick Valley Telephone Company

================================================================================

Type of Work:      Text

Registration Number / Date: TX0006127140 / 2004-12-23

Title:             Orange County, NY, woman telephone directory, November 2004-October 2005.

Copyright Claimant: Warwick Valley Telephone Company

Date of Creation:  2004

Date of Publication: 2004-10-01

Names: Warwick Valley Telephone Company

================================================================================

Type of Work:      Text

Registration Number / Date: TX0002816833 / 1990-05-25

Application Title: Warwick, N. J., Vernon directory, 1990.

Title:  Vernon, N. J., & upper Greenwood Lake, 1990.

Copyright Claimant: Warwick Valley Telephone Company

Date of Creation:  1990

Date of Publication: 1990-02-08

Authorship on Application: cover & alpha preliminary pages 1-16: Warwick Valley Telephone Company, employer for hire.

Names: Warwick Valley Telephone Company

================================================================================

Type of Work:      Text

Registration Number / Date: TX0002816840 / 1990-05-25

Title:  Warwick, N. J., 1990.

Copyright Claimant: Warwick Valley Telephone Company

Date of Creation:  1990

Date of Publication: 1990-02-08

Names:  Warwick Valley Telephone Company

================================================================================

Type of Work:      Text

Registration Number / Date: TX0003070825 / 1991-05-24

Title:  Warwick, N. Y., 1991.

Copyright Claimant: Warwick Valley Telephone Company

Date of Creation:  1991

Date of Publication: 1991-03-01

Names:   Warwick Valley Telephone Company

================================================================================

Type of Work:      Text

Registration Number / Date: TX0001146949 / 1983-07-06

Title:  [Warwick, N. Y. ... et al., 1983]

Copyright Claimant: Warwick Valley Telephone Company

Date of Creation:  1983

Date of Publication: 1983-02-08

Basis of Claim:  New Matter: “revisions, deletions & additions.”

Names:   Warwick Valley Telephone Company

SCHEDULE 4.20

Personal Property Collateral Matters

1.Warwick Valley Telephone Company, a New York corporation

a.Corporate Headquarters: 47 Main Street, Warwick, NY 10990
(owned by Warwick Valley Telephone Restructuring Company LLC)

b.Mailing Address:  PO Box 592, Warwick, NY 10990

c.Additional  Locations: None

d.Assigned Identifying Numbers:

FID: 14-1160510

Filer 499 ID: 804651

SEC Commission File Number: 001-35724

NEW CUSIP#: 02153V 102

OLD CUSIP#: 936750108

FRN: 0005-5691-99

D&B: 008923609

USAC SPIN: 143001355

Certificate of Employment Information Report-NJ: 43065

State of NJ Business Registration Certificate: 01-14-2005

2.USA Datanet Inc., a New York corporation

a.Corporate Headquarters: 109 South Warren Street, Suites 602, 618, 621 & 925, Syracuse, NY 13202 (leased from State Tower Associates, LLC, 109 S. Warren Street, Syracuse, NY 13202)

b.Mailing Address: 109 South Warren Street, Syracuse, NY 13202

c.Additional Locations: None

d.Assigned Identifying Numbers:

FID: 06-1257615

Filer 499 ID: 808452

FRN: 0018-6073-58

D&B: 962885930

USAC SPIN: 143000794

3.Warwick Valley Long Distance Company, Inc., a New York corporation

a.Corporate Headquarters: 47 Main Street, Warwick, NY 10990
(owned by Warwick Valley Telephone Restructuring Company LLC)

b.Mailing Address: PO Box 592, Warwick, NY 10990

c.Additional Locations: None

d.Assigned Identifying Numbers:

FID: 06-1385337

Filer 499 ID: 804650

FRN: 0004-2721-18

D&B: 867144313

4.Hometown Online, Inc., a New York corporation

a.Corporate Headquarters: 47 Main Street, Warwick, NY 10990
(owned by Warwick Valley Telephone Restructuring Company LLC)

b.Mailing Address: PO Box 592, Warwick, NY 10990

c.Additional Locations: None

d.Assigned Identifying Numbers:

FID: 06-1437119

Filer 499 ID: 827164

FRN: 0006-6512-44

D&B: 942281163

USAC SPIN: 143016357

5.Alteva, Inc., a New York corporation

a.Corporate Headquarters: 401 Market Street, 1st Floor, Philadelphia, PA 19106 (leased from First State Investors, LLC, c/o American Financial Realty Trust, 680 Old York Rd., Suite 200, Jenkintown, PA 19046, Attn: Operations)

b.Mailing Address: PO Box 592, Warwick, NY 10990

c.Additional Locations:

i.111 S. Independence Mall East, Suite 700, Philadelphia, PA 17106 (leased from Bourse Tower Associates, LLP, C/O Mgt. Office, The Bourse Suite 900, 111 S. Independence Mall East, Philadelphia PA  19106)

ii.Data Centers (leased from Level 3 Communications, PO Box 910182, Denver CO, 80291-0182):

1.Level3 Colocation, 3rd Floor, 401 N. Broad St., Philadelphia, PA  19108

2.Level3 Colocation, 3rd Floor, 1015 Locust St., St. Louis, MO 63101

d.Assigned Identifying Numbers:

FID: 06-1421711

6.Warwick Valley Telephone Restructuring Company LLC, a New York limited liability company

a.Corporate Headquarters: 47 Main Street, Warwick, NY (owned)

b.Mailing Address: PO Box 592, Warwick, NY

c.Assigned Identifying Numbers:

EIN: 46-0807691

FRN: 0022-1503-61

SCHEDULE 7.2

Liens

None.

SCHEDULE 7.3

Debt

None.

SCHEDULE 7.7

Investments

The Borrower is a limited partner in the Partnership and has an 8.108% equity interest therein and the wholly-owned subsidiaries referenced below.  No other Loan Party has any Investments.

SUBSIDIARIES

	Name of Subsidiary	Number and Type of Equity Interests Beneficially Owned	Percentage of Outstanding Equity Interests Owned
1.	Hometown Online, Inc.	200 shares common stock,  no par value	100	%
2.	Warwick Valley Long Distance Co., Inc.	1 share common stock, no par value	100	%
3.	USA Datanet Inc.	1 share common stock,  no par value	100	%
4.	Alteva Inc.	200 shares common stock, no par value	100	%
5.	Warwick Valley Telephone Restructuring Company, LLC	100 membership units	100	%

EX-10.3

Exhibit 10.3

REVOLVING CREDIT NOTE

$17,000,000 March  11, 2013

FOR VALUE RECEIVED, WARWICK VALLEY TELEPHONE COMPANY, a New York corporation (the “Borrower”), promises to pay to the order of TRISTATE CAPITAL BANK (the “Lender”) the principal amount of SEVENTEEN MILLION DOLLARS ($17,000,000) or, if less, the aggregate amount of Loans (as defined in the Credit Agreement referred to below) made by the Lender to the Borrower pursuant to the Credit Agreement referred to below outstanding on the Expiration Date (as defined in such Credit Agreement) on the Expiration Date.

The Borrower also promises to pay interest on the unpaid principal amount hereof from the date hereof until paid at the rates and at the times determined in accordance with the provisions of the Credit Agreement.

All payments of principal and interest in respect of this Revolving Credit Note (this “Note”) shall be made in lawful money of the United States of America in same day funds at the office of the Lender described in the Credit Agreement.

This Note is the Note referred to in, and is entitled to the benefits of, the Credit Agreement, dated as of the date hereof (as amended, restated, replaced, modified or supplemented from time to time, the “Credit Agreement”) by and among the Borrower, the Lenders from time to time party thereto, and TRISTATE CAPITAL BANK, as Agent, which among other things provides for the acceleration of the maturity hereof upon the occurrence of certain events and for repayments in certain circumstances and upon certain terms and conditions.  Terms defined in the Credit Agreement have the same meanings herein.

This Note is entitled to the benefits of the Guaranty and is secured by the Security Documents.

The Borrower hereby expressly waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and the Credit Agreement, and an action for amounts due hereunder or thereunder shall immediately accrue.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT GIVING EFFECT TO ITS CHOICE OF LAW PRINCIPLES.

THE BORROWER HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS NOTE OR ANY DEALINGS BETWEEN THE BORROWER AND THE LENDER RELATING TO THE SUBJECT MATTER OF THIS NOTE OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED.

IN WITNESS WHEREOF, the Borrower has caused this Revolving Credit Note to be executed and delivered by its duly authorized officer, as of the date and the place first above written.

WARWICK VALLEY TELEPHONE COMPANY
By:	/s/ Brian H. Callahan
Brian H. Callahan
Chief Financial Officer

(Signature Page to Revolving Credit Note)

XML

Orange County-Poughkeepsie Limited Partnership (Summarized O-P Income Statement Information) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Schedule of Equity Method Investments [Line Items]
Company share	$ 3,250	$ 1,425
O-P [Member]
Schedule of Equity Method Investments [Line Items]
Net sales	79,892	74,235
Cellular service cost	35,980	36,047
Operating expenses	21,398	20,620
Operating income	22,514	17,568
Other income (expense)	3	3
Net income	22,517	17,571
Company share	$ 1,826	$ 1,425

XML

Stock Based Compensation (Schedule Of Restricted Stock Activity) (Details) (USD $)	3 Months Ended
	Mar. 31, 2013
Share-based Compensation [Abstract]
Balance - Beginning of period, Shares	59,078
Granted, Shares	404,932
Vested, Shares	(18,788)
Forfeited, Shares	(19,974)
Balance - End of period, Shares	425,248
Balance - Beginning of period, Grant Date Weighted Average Price per Share	$ 14.10
Granted, Grant Date Weighted Average per Share	$ 10.21
Vested, Grant Date Weighted Average per Share	$ 13.79
Forfeited, Grant Date Weighted Average per Share	$ 14.64
Balance - End of period, Grant Date Weighted Average Price per Share	$ 10.38

XML

Shareholders' Equity (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Shareholders' Equity [Abstract]
Shareholders' equity, beginning of period	$ 14,535	$ 26,153
Net Income (loss)	(833)	(1,234)
Dividends paid on common stock	(1,664)	(1,567)
Dividends paid on preferred stock	(6)	(6)
Stock-based compensation	218	192
Treasury stock purchases	(62)	(725)
Exercise of stock options		675
Changes in pension and postretirement benefit plans	93	129
Shareholders' equity, end of period	$ 12,281	$ 23,617

XML

Summary Of Significant Accounting Policies (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2013 Company's Revenues [Member]	Mar. 31, 2012 Company's Revenues [Member]	Mar. 31, 2013 Unified Communications [Member]
Concentration Risk [Line Items]
Cost adjustment period	2 years
Percentage of regulatory revenue			7.00%	8.00%
Goodwill	$ 9,121	$ 9,121			$ 9,100

XML

Seat Licenses And Other Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2013

Finite-Lived Intangible Assets [Line Items]

Components Of Other Intangible Assets

	Estimated		Gross		Accumulated			Net
($ in thousands)	Useful Lives		Value		Amortization			Value
As of March 31, 2013
Customer relationships	8 years	$	5,400	$	(1,125	)	$	4,275
Trade name	15 years		2,400		(267	)		2,133
Domain name	15 years		58		(1	)		57
Total		$	7,858	$	(1,393	)	$	6,465

	Estimated		Gross		Accumulated			Net
($ in thousands)	Useful Lives		Value		Amortization			Value
As of December 31, 2012
Customer relationships	8 years	$	5,400	$	(956	)	$	4,444
Trade name	15 years		2,400		(227	)		2,173
Total		$	7,800	$	(1,183	)	$	6,617

Seat Licenses [Member]

Finite-Lived Intangible Assets [Line Items]

Components Of Other Intangible Assets

	Estimated		Gross		Accumulated			Net
($ in thousands)	Useful Lives		Value		Amortization			Value
As of March 31, 2013
Seat licenses	5 years	$	2,266	$	(661	)	$	1,605

	Estimated		Gross		Accumulated			Net
($ in thousands)	Useful Lives		Value		Amortization			Value
As of December 31, 2012
Seat licenses	5 years	$	2,072	$	(558	)	$	1,514

XML

Stock Based Compensation (Schedule Of Stock Option Pricing Assumptions) (Details) (USD $)	3 Months Ended
	Mar. 31, 2013
Share-based Compensation [Abstract]
Expected life	6 years
Interest rate	1.08%
Volatility	29.61%
Dividend yield	10.63%
Weighted-average fair value per share at grant date	$ 0.63

XML

Pension And Postretirement Obligations (Components Of Net Periodic Cost (Gain)) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest cost	$ 190	$ 192
Expected return on plan assets	(219)	(219)
Amortization of prior service cost	14	14
Amortization of net loss	227	231
Net periodic benefit cost (gain)	212	218
Postretirement Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	4	4
Interest cost	56	54
Expected return on plan assets	(43)	(43)
Amortization of transition asset	7	7
Amortization of prior service cost	(83)	(83)
Amortization of net loss	33	34
Net periodic benefit cost (gain)	$ (26)	$ (27)

XML

Severance (Details) (Scenario, Forecast [Member], USD $)	1 Months Ended
	May 31, 2013
Scenario, Forecast [Member]
Severance costs	$ 470,000

XML

Stock Based Compensation (Narrative) (Details) (USD $)	3 Months Ended								3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013 Restricted Stock [Member]	Mar. 31, 2012 Restricted Stock [Member]	Mar. 31, 2013 Stock Options [Member]	Mar. 31, 2013 Long-Term Incentive Plan [Member]	Dec. 31, 2012 Long-Term Incentive Plan [Member]	Apr. 28, 2011 Long-Term Incentive Plan [Member]	Mar. 31, 2013 Minimum [Member] Restricted Stock [Member]	Mar. 31, 2013 Maximum [Member] Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized for plan						1,100,000		500,000
Shares avaliable for grant						24,523	675,956
Minimum exercise price per share of stock options as a percentage of grant date fair market value	100.00%
Stock option or stock appreciation term, maximum	10 years
Stock-based compensation expense	$ 218,000	$ 192,000	$ 200,000	$ 200,000
Vesting period									2 years	3 years
Total fair value of vested restricted stock			300,000	400,000
Total unrecognized stock options compensation expense			$ 4,400,000		$ 400,000
Weighted average period of recognition for total unrecognized stock options compensation expense			3 years		3 years

XML

Business Description

3 Months Ended

Mar. 31, 2013

Organization, Consolidation And Presentation Of Financial Statements [Abstract]

Business Description

NOTE 2: BUSINESS DESCRIPTION

Nature of Operations

The Company is a cloud-based communications company that provides Unified Communications ("UC") solutions and enterprise hosted Voice over Internet Protocol ("VoIP") and also operates as a regional Incumbent Local Exchange Carrier ("ILEC") in southern Orange County, New York and northern New Jersey. Unless otherwise indicated or unless the context requires, all references to the Company means the Company and its wholly-owned subsidiaries. The Company delivers cloud-based UC solutions including VoIP, Hosted Microsoft Communication Services (OCS and Lync), fixed mobile convergence and advanced voice applications for a broad customer base including, medium and large-sized businesses and enterprise business customers. The Company's ILEC operations consist of providing local and toll telephone service to residential and business customers, internet high-speed broadband service, and satellite television services provided by DIRECTV.

XML

Debt Obligations (Narrative) (Details) (USD $) In Millions, unless otherwise specified	0 Months Ended	3 Months Ended			12 Months Ended
	Mar. 31, 2013	Mar. 31, 2013	Mar. 11, 2013	Dec. 31, 2012 item	Dec. 31, 2012 Provident Bank [Member]	Dec. 31, 2012 TriState Capital Bank [Member]	Mar. 11, 2013 Maximum [Member] TriState Capital Bank [Member]	Dec. 31, 2012 Maximum [Member] TriState Capital Bank [Member]	Mar. 11, 2013 Minimum [Member] TriState Capital Bank [Member]	Dec. 31, 2012 Minimum [Member] TriState Capital Bank [Member]	Dec. 31, 2012 CoBank ACB Revolving Loan Facility [Member]
Line of Credit Facility [Line Items]
Number of debt facilities				3
Interest rate on borrowing											4.71%
Revolving loan facilty, borrowing capacity						$ 2.5					$ 10.0
Interest rate percent, plus LIBOR							3.50%	4.00%	2.00%	3.00%	4.50%
Line of credit, drawdown					4.0
Fixed interest rate percent					2.50%
Consolidated liquidity ratio		100.00%
Line of credit facility, maximum							20.0		17.0
Line of credit facility, outstanding			15.2
Repayment of outstanding borrowings	$ 0.7

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Debt Obligations (Tables)

3 Months Ended

Mar. 31, 2013

Debt Obligations [Abstract]

Schedule Of Debt Obligations

	As of
($ in thousands)		March 31, 2013		December 31, 2012
Long-term debt:
CoBank ACB revolving loan facility	$	-	$	8,595
Provident Bank credit line		-		4,000
TriState credit line		14,523		1,500
Total debt obligations	$	14,523	$	14,095

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Pension And Postretirement Obligations (Tables)

3 Months Ended

Mar. 31, 2013

Pension And Postretirement Obligations [Abstract]

Components Of Net Periodic Cost (Gain)

		Pension Benefits						Postretirement Benefits
		For the three months ended						For the three months ended
($ in thousands)		March 31, 2013			March 31, 2012			March 31, 2013			March 31, 2012
Service cost	$	-		$	-		$	4		$	4
Interest cost		190			192			56			54
Expected return on plan assets		(219	)		(219	)		(43	)		(43	)
Amortization of transition asset		-			-			7			7
Amortization of prior service cost		14			14			(83	)		(83	)
Amortization of net loss		227			231			33			34
Net periodic benefit cost (gain)	$	212		$	218		$	(26	)	$	(27	)

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Debt Obligations (Schedule Of Debt Obligations) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Long-term debt	$ 14,523	$ 14,095
CoBank ACB Revolving Loan Facility [Member]
Debt Instrument [Line Items]
Long-term debt		8,595
Provident Bank Credit Line [Member]
Debt Instrument [Line Items]
Long-term debt		4,000
TriState Capital Bank [Member]
Debt Instrument [Line Items]
Long-term debt	$ 14,523	$ 1,500

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Shareholders' Equity (Tables)

3 Months Ended

Mar. 31, 2013

Shareholders' Equity [Abstract]

Summary Of The Changes To Shareholders' Equity

		For the three months ended
($ in thousands)		March 31, 2013			March 31, 2012
Shareholders' equity, beginning of period	$	14,535		$	26,153
Net income (loss)		(833	)		(1,234	)
Dividends paid on common stock		(1,664	)		(1,567	)
Dividends paid on preferred stock		(6	)		(6	)
Stock based compensation		218			192
Treasury stock purchases		(62	)		(725	)
Exercise of stock options		-			675
Changes in pension and postretirement benefit plans		93			129
Shareholders' equity, end of period	$	12,281		$	23,617

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Stock Based Compensation (Tables)

3 Months Ended

Mar. 31, 2013

Stock Based Compensation [Abstract]

Schedule Of Restricted Stock Activity

	March 31, 2013
				Weighted
				Average Fair
	Shares			Value
Balance - nonvested at January 1, 2013	59,078		$	14.10
Granted	404,932			10.21
Vested	(18,788	)		13.79
Forfeited	(19,974	)		14.64
Balance - nonvested at March 31, 2013	425,248		$	10.38

Schedule Of Stock Option Activity

				For the three months ended
				March 31, 2013
				Weighted	Weighted
				Average	Average	Aggregate
				Exercise	Contractual	Intrinsic
Options	Shares			Price	Life (Years)	Value
Outstanding - Beginning of period	263,554		$	14.02
Stock options granted	395,875			10.11
Exercised	-			-
Forfeited	(123,703	)		14.34
Outstanding - End of period	535,726		$	11.06	9	-
Vested and Expected to Vest at March 31	535,726					-
Exercisable at March 31	102,611					-

Schedule Of Stock Option Pricing Assumptions

Expected life (in years)		6
Interest rate		1.08	%
Volatility		29.61	%
Dividend yield		10.63	%
Weighted-average fair value per share at grant date	$	0.63

Schedule Of Stock-Based Compensation Expense

($ in thousands)
Stock-Based Compensation Expense		March 31, 2013		March 31, 2012
Cost of services and products	$	3	$	10
Selling, general and administrative expense		215		182
Total stock-based compensation expense	$	218	$	192

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Restatement Of Consolidated Financial Statements

3 Months Ended

Mar. 31, 2013

Organization, Consolidation And Presentation Of Financial Statements [Abstract]

Restatement Of Consolidated Financial Statements

NOTE 1: RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

On May 10, 2013, the Audit Committee of the Board of Directors of Warwick Valley Telephone Company, which is currently doing business as Alteva ("Alteva" or the "Company"), in consultation with management, determined that the Company's Consolidated Statements of Cash Flows in the consolidated financial statements for the fiscal years ended December 31, 2011 and 2012, and the Condensed Consolidated Statements of Cash Flows for the fiscal quarters ended June 30, 2011, September 30, 2011, March 31, 2012, June 30, 2012 and September 30, 2012, should be restated for an error in the classification of distributions from an equity investment. Specifically, the Company previously presented distributions in excess of income from equity investments as cash flows from operating activities and is now presenting these distributions as cash flows from investing activities.

Effects of the restatement

The following table provides a summary of the selected line items on the Company's Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2012 affected by this restatement. This restatement had no impact on the reported net increase (decrease) in cash and cash equivalents during the applicable period. Likewise, this restatement had no impact on the Consolidated Balance Sheet as of December 31, 2012 and the Condensed Consolidated Statement of Operations and Statement of Comprehensive Income (Loss) for the three months ended March 31, 2012.

		Three Months
		Ended
		March 31, 2012
		($ in thousands)
Net cash provided by operating activities, as reported	$	349
Adjustments		(1,826	)
Restated net cash used in operating activities	$	(1,477	)
Net cash used in investing activities, as reported	$	(476	)
Adjustments		1,826
Restated net cash provided by investing activities	$	1,350

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Restatement Of Consolidated Financial Statements (Schedule Of Effects Of Cash Flow Restatements) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Net cash provided by operating activities	$ 560	$ (1,477)
Net cash used in investing activities	996	1,350
Previously Reported [Member]
Net cash provided by operating activities		349
Net cash used in investing activities		(476)
Adjustments [Member]
Net cash provided by operating activities		(1,826)
Net cash used in investing activities		$ 1,826

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Orange County-Poughkeepsie Limited Partnership (Summarized O-P Balance Sheet Information) (Details) (O-P [Member], USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
O-P [Member]
Schedule of Equity Method Investments [Line Items]
Current assets	$ 20,788	$ 22,370
Property, plant and equipment, net	41,121	41,072
Total assets	61,909	63,442
Total liabilities	25,427	30,162
Partners' capital	36,482	33,280
Total liabilities and partners' capital	$ 61,909	$ 63,442

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Current assets
Cash and cash equivalents	$ 1,932	$ 1,799
Trade accounts receivable - net of allowance for uncollectibles - $391 and $638 at March 31, 2013 and December 31, 2012, respectively	2,956	3,320
Other accounts receivable	171	187
Materials and supplies	408	512
Prepaid expenses	1,180	1,145
Prepaid income taxes	1,670	1,222
Deferred income taxes	268	268
Total current assets	8,585	8,453
Property, plant and equipment, net	15,933	16,446
Seat licenses	1,605	1,514
Other intangibles, net	6,465	6,617
Goodwill	9,121	9,121
Deferred income taxes	823	874
Other assets	522	420
Total assets	43,054	43,445
Current liabilities
Accounts payable	1,030	886
Advance billing and payments	282	367
Accrued taxes	617	619
Pension and postretirement benefit obligations	1,089	1,089
Accrued wages	2,224	1,005
Other accrued expenses	3,077	2,754
Total current liabilities	8,319	6,720
Long-term debt	14,523	14,095
Pension and postretirement benefit obligations	7,931	8,095
Total liabilities	30,773	28,910
Commitments and contingencies
Shareholders' equity
Preferred shares - $100 par value; authorized and issued shares of 5,000; $0.01 par value authorized and unissued shares of 10,000,000;	500	500
Common stock - $0.01 par value; authorized shares of 10,000,000; 6,976,942 and 6,576,542 shares issued at March 31, 2013 and December 31, 2012, respectively	70	66
Treasury stock - at cost, 823,482 and 817,700 common shares at March 31, 2013 and December 31, 2012, respectively	(7,548)	(7,486)
Additional paid in capital	12,040	11,826
Accumulated other comprehensive loss	(3,906)	(3,999)
Retained earnings	11,125	13,628
Total shareholders' equity	12,281	14,535
Total liabilities and shareholders' equity	$ 43,054	$ 43,445

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Income Taxes (Narrative) (Details)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Income Taxes [Abstract]
Effective income tax rate	35.00%	31.10%

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Condensed Consolidated Statements Of Comprehensive Loss (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Condensed Consolidated Statements Of Comprehensive Loss [Abstract]
Amortization of transition obligation, tax expense	$ 0	$ 3
Prior service costs arising during period, tax benefit	25	25
Net loss arising during period, tax expense	$ 76	$ 94

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Seat Licenses And Other Intangible Assets (Components Of Other Intangible Assets) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
Gross Value	$ 7,858	$ 7,800
Accumulated Amortization	(1,393)	(1,183)
Net Value	6,465	6,617
Seat Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Lives	5 years	5 years
Gross Value	2,266	2,072
Accumulated Amortization	(661)	(558)
Net Value	1,605	1,514
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Lives	8 years	8 years
Gross Value	5,400	5,400
Accumulated Amortization	(1,125)	(956)
Net Value	4,275	4,444
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Lives	15 years	15 years
Gross Value	2,400	2,400
Accumulated Amortization	(267)	(227)
Net Value	2,133	2,173
Domain Name [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Lives	15 years
Gross Value	58
Accumulated Amortization	(1)
Net Value	$ 57

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Subsequent Events

3 Months Ended

Mar. 31, 2013

Subsequent Events [Abstract]

Subsequent Events

NOTE 15: SUBSEQUENT EVENTS

The Company has evaluated subsequent events occurring after the balance sheet date. Based on this evaluation, the Company has determined that no subsequent events, except for the matter discussed below, have occurred which require disclosure in the condensed consolidated financial statements.

On May 7, 2013, Duane W. Albro, notified the Company of his resignation, effective immediately, from the Board of Directors.

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Segment Information (Segment Reporting Information) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Segment Reporting Information [Line Items]
Segment assets	$ 43,054		$ 43,445
Segment net revenues	7,740	7,081
Segment depreciation and amortization	1,002	1,279
Segment operating loss	(4,403)	(3,154)
Interest income, (expense), net	(236)	(57)
Income from equity method investment	3,250	1,425
Other (expenses) income, net	108	(5)
Loss before income taxes	(1,281)	(1,791)
Telephone [Member]
Segment Reporting Information [Line Items]
Segment assets	18,161		19,945
Segment net revenues	3,784	3,807
Segment depreciation and amortization	384	852
Segment operating loss	(430)	(383)
Unified Communications [Member]
Segment Reporting Information [Line Items]
Segment assets	24,893		23,500
Segment net revenues	3,956	3,274
Segment depreciation and amortization	618	427
Segment operating loss	$ (3,973)	$ (2,771)

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Restatement Of Consolidated Financial Statements (Tables)

3 Months Ended

Mar. 31, 2013

Organization, Consolidation And Presentation Of Financial Statements [Abstract]

Schedule Of Effects Of Cash Flow Restatements

		Three Months
		Ended
		March 31, 2012
		($ in thousands)
Net cash provided by operating activities, as reported	$	349
Adjustments		(1,826	)
Restated net cash used in operating activities	$	(1,477	)
Net cash used in investing activities, as reported	$	(476	)
Adjustments		1,826
Restated net cash provided by investing activities	$	1,350

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Condensed Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
CASH FLOW FROM OPERATING ACTIVITIES
Net loss	$ (833)	$ (1,234)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Depreciation and amortization	1,002	1,279
Write off of deferred financing fees	61
Allowance (recoveries) for uncollectibles	(246)	177
Write off obsolete inventory	92
Stock based compensation expense	218	192
Distribution in excess of income from equity investments included in net loss	(1,424)
Change in fair value of derivative liability		14
Changes in assets and liabilities
Trade accounts receivable	610	(707)
Other current assets	(499)	(652)
Accounts payable	144	(404)
Other accruals and liabilities	1,435	(142)
Net cash provided (used) by operating activities	560	(1,477)
CASH FLOW FROM INVESTING ACTIVITIES
Capital expenditures	(176)	(329)
Acquired intangibles	(58)
Purchase of seat licenses	(194)	(147)
Distribution in excess of income from equity investments	1,424	1,826
Net cash provided by investing activities	996	1,350
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt	16,273
Repayment of long-term debt	(15,845)	(380)
Payment of fees for acquisition of debt	(119)
Repayment of amount due in connection with business acquisition		(170)
Purchase of treasury stock	(62)	(50)
Dividends (Common and Preferred)	(1,670)	(1,573)
Net cash used in financing activities	(1,423)	(2,173)
Net change in cash and cash equivalents	133	(2,300)
Cash and cash equivalents at beginning of period	1,799	4,575
Cash and cash equivalents at end of period	1,932	2,275
Supplemental disclosure of non-cash financing activities:
Treasury stock acquired in connection with cashless exercise of stock options		$ 677

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Accounts receivable, allowance for uncollectibles	$ 391	$ 638
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized shares	10,000,000	10,000,000
Common stock, issued shares	6,976,942	6,576,542
Treasury stock, common shares	823,482	817,700
Preferred Stock 100 Par Value [Member]
Preferred shares, par value	$ 100	$ 100
Preferred shares, authorized shares	5,000	5,000
Preferred shares, issued shares	5,000	5,000
Preferred Stock 0.01 Par Value [Member]
Preferred shares, par value	$ 0.01	$ 0.01
Preferred shares, authorized shares	10,000,000	10,000,000
Preferred shares, unissued shares	10,000,000	10,000,000

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Pension And Postretirement Obligations

3 Months Ended

Mar. 31, 2013

Pension And Postretirement Obligations [Abstract]

Pension And Postretirement Obligations

NOTE 10: PENSION AND POSTRETIREMENT OBLIGATIONS

The components of net periodic cost (gain) for the three months ended March 31, 2013 and 2012 are as follows:

		Pension Benefits						Postretirement Benefits
		For the three months ended						For the three months ended
($ in thousands)		March 31, 2013			March 31, 2012			March 31, 2013			March 31, 2012
Service cost	$	-		$	-		$	4		$	4
Interest cost		190			192			56			54
Expected return on plan assets		(219	)		(219	)		(43	)		(43	)
Amortization of transition asset		-			-			7			7
Amortization of prior service cost		14			14			(83	)		(83	)
Amortization of net loss		227			231			33			34
Net periodic benefit cost (gain)	$	212		$	218		$	(26	)	$	(27	)

The Company expects to contribute $1.1 million to its pension and post retirement plans in 2013. For the three months ended March 31, 2013 and March 31, 2012, the Company has contributed $0.2 million and $0.1 million, respectively, to its pension and postretirement benefits plans. Amounts reclassified from other comprehensive income (loss) related to the Company's pension and postretirement obligations were not material for the three months ended March 31, 2013 and March 31, 2012.

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Document And Entity Information	3 Months Ended
	Mar. 31, 2013	May 03, 2013
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Entity Registrant Name	WARWICK VALLEY TELEPHONE CO
Entity Central Index Key	0000104777
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		6,154,460

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Debt Obligations

3 Months Ended

Mar. 31, 2013

Debt Obligations [Abstract]

Debt Obligations

NOTE 11: DEBT OBLIGATIONS

Debt obligations consisted of the following at March 31, 2013 and December 31, 2012:

	As of
($ in thousands)		March 31, 2013		December 31, 2012
Long-term debt:
CoBank ACB revolving loan facility	$	-	$	8,595
Provident Bank credit line		-		4,000
TriState credit line		14,523		1,500
Total debt obligations	$	14,523	$	14,095

As of December 31, 2012, the Company had three debt facilities. The Company had a revolving loan facility with CoBank, ACB ("CoBank") for $10.0 million with an interest rate (payable quarterly in arrears) at LIBOR plus 4.50%. The interest rate on the outstanding balance under the revolving loan facility with CoBank as of December 31, 2012 was 4.71%. The Company had an unsecured line of credit with Provident Bank ("Provident") of $4.0 million of which the entire amount had been drawn down at December 31, 2012. The interest rate (payable quarterly in arrears) on the Provident unsecured line of credit was fixed at 2.50%. The Company had a credit agreement with TriState Capital Bank ("TriState") that provided for borrowings up to $2.5 million, with a variable interest rate based on either LIBOR or a Base Rate, as defined in the credit agreement, plus an applicable margin 4.0% or 3.0%, respectively.

On March 11, 2013, the Company entered into a new credit agreement with TriState to provide for borrowings up to $17.0 million with the ability to increase the facility for borrowings up to $20.0 million with the participation of another lender. All borrowings become due and payable on June 30, 2014. The TriState borrowings incur interest at a variable rate based on either LIBOR or a Base Rate, as defined in the credit agreement, plus an applicable margin of 3.50% or 2.00%, respectively. Under the terms of the TriState credit agreement, the Company is required to comply with certain loan covenants, which include, but are not limited to, the achievement of certain financial ratios as well as certain financial reporting requirements. The Company must maintain a Consolidated Liquidity Ratio, as defined in the TriState credit agreement, in excess of 1.0 to 1.0, including the value of the Put calculated in accordance with the 4G Agreement, until April 30, 2014. The Company is required to obtain the consent of TriState prior to agreeing to any amendment to the agreements the Company has with the O-P. The Company's obligations under the TriState credit facility are secured by all of the Company's asset and guaranteed by all of the Company's wholly-owned subsidiaries except for the subsidiary that is operating as an ILEC. The ILEC subsidiary entered into a negative pledge agreement with TriState whereby the ILEC subsidiary agreed not to pledge any of its assets as collateral or lien to be placed on any of its assets. On March 11, 2013, the Company borrowed $15.2 million to repay all borrowings outstanding under the CoBank, Provident and prior TriState credit facilities and retired those facilities. On March 31, 2013, the Company repaid $0.7 million of the outstanding borrowings under the new credit agreement with TriState.

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Condensed Consolidated Statements Of Operations (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Net revenue
Unified Communications	$ 3,956,000	$ 3,274,000
Telephone	3,784,000	3,807,000
Total operating revenues	7,740,000	7,081,000
Operating expenses
Cost of services and products (exclusive of depreciation and amortization expense)	3,789,000	3,548,000
Selling, general and administration expenses	7,352,000	5,408,000
Depreciation and amortization	1,002,000	1,279,000
Total operating expenses	12,143,000	10,235,000
Operating loss	(4,403,000)	(3,154,000)
Other income (expense)
Interest income (expense)	(236,000)	(57,000)
Income from equity method investment	3,250,000	1,425,000
Other income (expense), net	108,000	(5,000)
Total other income	3,122,000	1,363,000
Loss before income taxes	(1,281,000)	(1,791,000)
Income taxes benefit	(448,000)	(557,000)
Net loss	(833,000)	(1,234,000)
Preferred dividends	6,000	6,000
Loss applicable to common stock	(839,000)	(1,240,000)
Basic loss per common share	$ (0.15)	$ (0.22)
Basic loss per puttable common share		$ (0.22)
Diluted loss per common share	$ (0.15)	$ (0.22)
Diluted loss per puttable common share		$ (0.22)
Weighted average shares of common stock used to calculate earnings (loss) per share
Basic (common)	5,751,338	5,443,541
Basic (puttable common)		272,479
Diluted (common)	5,751,338	5,443,541
Diluted (puttable common)		$ 272,479
Dividends declared per common share	$ 0.27	$ 0.27

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Earnings (Loss) Per Share

3 Months Ended

Mar. 31, 2013

Earnings (Loss) Per Share [Abstract]

Earnings (Loss) Per Share

NOTE 5: EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is computed by dividing net income (loss) applicable to common shares by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed by dividing net income (loss) applicable to common shares by the weighted average number of common shares adjusted to include the effect of potentially dilutive securities. Potentially dilutive securities include incremental shares issuable upon exercise of outstanding stock options and shares of unvested restricted stock. Diluted earnings (loss) per share exclude all dilutive securities if their effect is anti-dilutive.

The Company's restricted stock awards are considered "participating securities" because they contain non-forfeitable rights to dividends. Under the two-class method, EPS is computed by dividing earnings allocated to common shareholders by the weighted-average number of common shares outstanding for the period. In applying the two-class method, earnings are allocated to both common stock shares and participating securities based on their respective weighted-average shares outstanding for the period. Due to the Company's net loss for the periods, the effect of participating securities was excluded from the computation of basic and diluted EPS. The net losses are not allocated because the restricted stock holders are not required to fund losses.

Basic and diluted weighted average shares were the same for the three months ended March 31, 2013 and 2012 because the effects of the potentially dilutive securities were antidilutive and were excluded from the calculation. Such securities included 425,248 and 87,139 of nonvested restricted stock and 535,726 and 303,106 common stock options at March 31, 2013 and March 31, 2012, respectively.

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Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2013

Recent Accounting Pronouncements [Abstract]

Recent Accounting Pronouncements

NOTE 4: RECENT ACCOUNTING PRONOUNCEMENTS

In December 2011, an accounting standards update ("ASU") regarding balance sheet disclosures of offsetting assets and liabilities was issued and the scope was clarified in January 2013. This update requires disclosure on information about offsetting and related arrangements to enable users of an entity's financial statements to understand the effect of those arrangements on its financial position. This applies to derivatives accounted for in accordance with Topic 815, including bifurcated embedded instruments, repurchase agreements and reverse repurchase agreements and securities borrowings and securities lending transactions. An entity is required to apply this update for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by this update retrospectively for all comparative periods presented. The Company adopted this standard January 1, 2013 and it did not have a material impact on its disclosures or consolidated financial statements.

In February 2013, an ASU regarding the reporting of amounts reclassified out of accumulated other comprehensive income was issued. This update requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP. An entity is required to apply the update prospectively for reporting periods beginning after December 15, 2012. The Company adopted this standard effective January 1, 2013 and it did not have a material impact on its disclosures or consolidated financial statements.

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Summary Of Significant Accounting Policies (Policy)

3 Months Ended

Mar. 31, 2013

Summary Of Significant Accounting Policies [Abstract]

Basis Of Presentation

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required U.S. GAAP for complete financial statements. In the opinion of the Company's management, all adjustments (consisting of normal recurring adjustments) considered necessary for fair presentation have been included. Operating results and cash flows for the three month period ended March 31, 2013 are not necessarily indicative of the results that may be expected for the entire year. The consolidated balance sheet at December 31, 2012 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany transactions and balances have been eliminated in the condensed consolidated financial statements. The interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012.

Use Of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Significant estimates include, but are not limited to, depreciation expense, allowance for doubtful accounts, long-lived assets, derivative liabilities, pension and postretirement expenses and income taxes. Actual results could differ from those estimates.

Revenue Recognition

Revenue Recognition

The Company derives its revenue from the sale of UC services as well as traditional telephone service. The Company recognizes revenue when (i) persuasive evidence of an arrangement between the Company and the customer exists, (ii) the delivery of the product to the customer has occurred or service has been provided to the customer, (iii) the price to the customer is fixed or determinable, and (iv) collectability of the sales or service price is reasonably assured. Revenue is reported net of all applicable sales tax.

Unified Communication

The Company's UC services and solutions consist primarily of its hosted VoIP Unified Communications system, certain UC applications, and other professional services. Additionally, the Company offers customers the ability to purchase telephone equipment systems from the Company directly, or they can independently purchase such equipment.

Multiple-deliverable arrangements primarily include the sale of telephone equipment, along with professional services associated with installation, activation and implementation services associated with installation and activation. When a UC arrangement involves multiple elements, revenue is allocated to each respective element. In the event that the Company enters into a multiple element arrangement and there are undelivered elements as of the balance sheet date, the Company assesses whether the elements are separable and have determinable fair values in assessing the amount of revenue to record. Allocation of revenue to elements of the arrangement is based on fair value of the element being sold on a stand-alone basis. Telephone equipment meets the criteria to qualify as a separate unit of accounting. The Company utilizes third party list prices as evidence for stand-alone value for its equipment sales.

The Company bills most of the monthly recurring hosted service revenue a month in advance. Any amounts billed and collected, but for which the service is not yet delivered, are included in deferred revenue. These amounts are recognized as revenues only when the service is delivered.

Equipment sales associated with the sale of telephone equipment is recognized upon delivery to the customer, as it is considered a separate earnings process. Other upfront fees, not including equipment, along with associated costs, up to but not exceeding these fees, are deferred and recognized over the estimated life of the customer relationship.

Telephone

Revenue is earned from monthly billings to customers for local voice services, long distance DSL, Internet services, hardware and other services. Revenue is also derived from charges for network access to the local exchange telephone network from subscriber line charges and from contractual arrangements for services such as billing and collection and directory advertising. Revenue is recognized in the period in which service is provided to the customer. Directory advertising revenue is recorded ratably over the life of the directory. With multiple billing cycles, the Company accrues revenue earned but not yet billed at the end of a quarter. The Company also defers services billed in advance and recognizes them as income when earned.

The Telephone Segment markets competitive service bundles which may include multiple deliverables. The base bundles consist of voice services (including a business or residential phone line), calling features and long distance services and customers may choose to add Internet services to a base bundle package. Separate units of accounting within the bundled packages include voice services, long distance and Internet services. Revenue for all services included in bundles are recognized over the same service period, which is the time period in which the service is provided to the customer.

Certain revenue is realized under pooling arrangements with other service providers and is divided among the companies based on respective costs and investments to provide the services. The companies that take part in pooling arrangements may adjust their costs and investments for a period of two years, which causes the dollars distributed by the pool to be adjusted retroactively. The Company believes that recorded amounts represent reasonable estimates of the final distribution from these pools. However, to the extent that the companies participating in these pools make adjustments, there will be corresponding adjustments to the Company's recorded revenue in future periods.

Certain revenue from these pooling arrangements, which includes Universal Service Funds ("USF") and National Exchange Carrier Association ("NECA") pool settlements, accounted for 7% and 8% of the Company's consolidated revenues for the three months ended March 31, 2013 and 2012, respectively.

Goodwill

Goodwill

Goodwill represents the excess of the purchase price of an acquired business over the net fair value of identifiable assets acquired and liabilities assumed. Goodwill is not amortized, but rather is assessed for impairment at least annually. The Company tests goodwill for impairment annually on October 1, or whenever events or circumstances indicate an impairment. If it is determined that an impairment has occurred, the Company will record a write down of the carrying value and record the charge to the impairment as an operating expense in the period the determination is made.

The Unified Communications reporting unit includes $9.1 million of goodwill as of March 31, 2013, resulting from the Company's acquisition of certain assets and certain liabilities of Alteva, LLC in 2011. No events or circumstances occurred during the quarter ended March 31, 2013 that would have more likely than not reduced the fair value of this reporting unit below its carrying value.

Materials And Supplies

Materials and Supplies

Material and supplies are carried at average cost and consisted of principally material and supply finished goods as of March 31, 2013 and December 31, 2012.

Income Taxes

Income Taxes

The Company records deferred taxes that arise from temporary differences between the financial statement and the tax basis of assets and liabilities. Deferred taxes are classified as current or non-current, depending on the classification of the assets and liabilities to which they relate. Deferred tax assets and deferred tax liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. The Company's deferred taxes result principally from differences in the timing of depreciation and in the accounting for pensions and other postretirement benefits. A valuation allowance is recorded against the deferred tax assets which are not expected to be realized.

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Income Taxes

3 Months Ended

Mar. 31, 2013

Income Taxes [Abstract]

Income Taxes

NOTE 12: INCOME TAXES

Generally, for interim tax reporting, one overall estimated annual effective tax rate is computed for tax jurisdictions not subject to valuation allowance and applied to the year to date ordinary income or loss. The effective tax rate for the three months ended March 31, 2013, and 2012 was 35.0% and 31.1%, respectively. The adjusted tax rates for the three months ended March 31, 2013 and March 31, 2012, differed from the U.S. state statutory rates primarily due to certain income of the Company not being subject to state tax as well as certain expenses that are not tax deductible.

The accounting standard regarding accounting for uncertainty in income taxes requires uncertain tax positions to be classified as non-current income tax liabilities, unless expected to be paid within one year. As of March 31, 2013 and December 31, 2012, the Company has no liability for unrecognized tax benefits.

As of March 31, 2013 and December 31, 2012, the Company maintained a valuation allowance on certain state net operating loss (principally New Jersey) carryforward deferred tax assets because management determined that it was not more likely than not that it would realize the benefits of such state deferred tax assets.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense. For the three months ended March 31, 2013 and 2012, there was no interest expense relating to unrecognized tax benefits.

The Company and its subsidiaries file a U.S. federal consolidated income tax return. The U.S. federal statute of limitations remains open for the years 2009 and thereafter.

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Severance

3 Months Ended

Mar. 31, 2013

Severance [Abstract]

Severance

NOTE 8: SEVERANCE

On March 5, 2013, the Company announced the termination of an employment agreement between the Company and Duane W. Albro ("Mr. Albro"), dated December 14, 2011 (the "Employment Agreement"), and the departure of Mr. Albro as Chief Executive Officer of the Company, effective immediately.

Under the terms of the separation agreement signed in May 2013 and consistent with the Employment Agreement, Mr. Albro is to receive a lump-sum cash payment equal to $470,000, which represents one year's annual salary, plus a lump-sum separation benefit. Such amount has been recognized in selling, general and administrative expense in the quarter ended March 31, 2013 and is classified as accrued wages in the consolidated balance sheet at March 31, 2013 and is expected to be paid in the second quarter of 2013. Also under the separation agreement, the Company will accelerate the unvested portions of Mr. Albro's equity based compensation, which will be accounted for as a modification with the recognition of a non-cash expense during the second quarter of 2013. Mr. Albro has the right to revoke the seperation agreement until May 15, 2013, at which time the terms of such agreement are final.

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Seat Licenses And Other Intangible Assets

3 Months Ended

Mar. 31, 2013

Goodwill And Intangibles Assets [Abstract]

Seat Licenses And Other Intangible Assets

NOTE 6: SEAT LICENSES AND OTHER INTANGIBLE ASSETS

Intangible assets with finite lives are amortized over their respective estimated useful lives to their estimated residual value. Identifiable intangible assets that are subject to amortization are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. The components of seat licenses are as follows:

	Estimated		Gross		Accumulated			Net
($ in thousands)	Useful Lives		Value		Amortization			Value
As of March 31, 2013
Seat licenses	5 years	$	2,266	$	(661	)	$	1,605

	Estimated		Gross		Accumulated			Net
($ in thousands)	Useful Lives		Value		Amortization			Value
As of December 31, 2012
Seat licenses	5 years	$	2,072	$	(558	)	$	1,514

The components of other intangible assets are as follows:

	Estimated		Gross		Accumulated			Net
($ in thousands)	Useful Lives		Value		Amortization			Value
As of March 31, 2013
Customer relationships	8 years	$	5,400	$	(1,125	)	$	4,275
Trade name	15 years		2,400		(267	)		2,133
Domain name	15 years		58		(1	)		57
Total		$	7,858	$	(1,393	)	$	6,465

	Estimated		Gross		Accumulated			Net
($ in thousands)	Useful Lives		Value		Amortization			Value
As of December 31, 2012
Customer relationships	8 years	$	5,400	$	(956	)	$	4,444
Trade name	15 years		2,400		(227	)		2,173
Total		$	7,800	$	(1,183	)	$	6,617

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Segment Information

3 Months Ended

Mar. 31, 2013

Segment Information [Abstract]

Segment Information

NOTE 7: SEGMENT INFORMATION

The Company's segments are strategic business units that offer different products and services and are managed as UC and Telephone services. The Company evaluates the performance of the segments based upon factors such as revenue growth, expense containment, market share and operating results.

The UC segment provides enterprise hosted VoIP services, wholesale carrier services and conference services.

The Telephone segment provides telecommunications services including local, network access, long distance services, wireless, broadband, TV service and directory services.

The segment results presented below are not necessarily indicative of the results of operations these segments would have achieved had they operated as stand-alone entities during the periods presented.

Segment balance sheet information as of March 31, 2013 and December 31, 2012 is set forth below:

		As of
($in thousands)		March 31, 2013	December 31, 2012
Segment assets
Unified Communications	$	24,893	$	23,500
Telephone		18,161		19,945
Total segment assets	$	43,054	$	43,445

Segment statement of operations information for the three months ended March 31, 2013 and 2012 is set forth below:

		For the three months ended
($ in thousands)		March 31, 2013			March 31, 2012
Segment net revenue
Unified Communications	$	3,956		$	3,274
Telephone		3,784			3,807
Total segment net revenue	$	7,740		$	7,081
Segment depreciation and amortization
Unified Communications	$	618		$	427
Telephone		384			852
Total segment depreciation and amortization	$	1,002		$	1,279
Segment operating loss
Unified Communications	$	(3,973	)	$	(2,771	)
Telephone		(430	)		(383	)
Total segment operating loss	$	(4,403	)	$	(3,154	)
Interest income, (expense), net		(236	)		(57	)
Income from equity investment		3,250			1,425
Other (expenses) income, net		108			(5	)
Loss before income taxes	$	(1,281	)	$	(1,791	)

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Orange County-Poughkeepsie Limited Partnership

3 Months Ended

Mar. 31, 2013

Orange County-Poughkeepsie Limited Partnership [Abstract]

Orange County-Poughkeepsie Limited Partnership

NOTE 9: ORANGE COUNTY-POUGHKEEPSIE LIMITED PARTNERSHIP

The Company is a limited partner in the Orange County-Poughkeepsie Limited Partnership (the "O-P") and had an 8.108% equity interest in the O-P as of March 31, 2013 and 2012, which is accounted for under the equity method of accounting. The majority owner and general partner of the O-P is Verizon Wireless of the East L.P.

On May 26, 2011, the Company entered into an agreement with Verizon Wireless of the East LP, the general partner and a limited partner, and Cellco Partnership, the other limited partner, in the O-P to make certain changes to the O-P partnership agreement which, among other things, specifies that the O-P will provide 4G cellular services (the "4G Agreement"). The 4G Agreement provides that the O-P's business will be converted from a wholesale business to a retail business. The 4G Agreement provides for guaranteed annual cash distributions to the Company from the O-P through 2013. For 2011 and 2012, annual cash distributions from the O-P were $13.6 million $13.0 million, respectively and for 2013 the annual cash distributions will be $13.0 million. Annual cash distributions will be paid in equal quarterly amounts. The 4G Agreement also gives the Company the right (the "Put") to require one of the O-P's limited partners to purchase all the Company's ownership interest in the O-P during April 2013 or April 2014 for an amount equal to the greater of (a) $50 million or (b) the product of five (5) times 0.081081 times the O-P's EBITDA, as defined in the 4G Agreement.

The conversion of the O-P from a wholesale business to a retail business in 2011 pursuant to the 4G Agreement increased the cellular service costs and operating expenses incurred by the O-P, which caused a subsequent reduction in the O-P's net income primarily due to the inclusion of sales and marketing expenses. Although the Company's share of the O-P's net income recorded in the Company's income statement decreased, the annual cash distributions the Company receives from the O-P will remain unchanged through 2013 pursuant to the terms of the 4G Agreement.

Pursuant to the equity method accounting, the Company is required to record the income from the O-P as an increase to the Company's investment account. As a result of receiving the fixed guaranteed cash distributions from the O-P in excess of the Company's cumulative proportionate share of the O-P income, the investment account was reduced to zero during the first six months of 2012. These payments are shown as a return on investments in the investing section of the Condensed Consolidated Statements of Cash Flows. Thereafter, the Company recorded the fixed guaranteed cash distributions that were received from the O-P in excess of the proportionate share of the O-P income directly to the Company's statement of operations as other income. All payments received in excess of the Company's proportionate share of the O-P income is considered a return of investment and is shown in the investing section of the consolidated statements of cash flows.

The following summarizes the income statement (unaudited) for the three months ended March 31, 2013 and 2012 that the O-P provided to the Company:

		For the three months ended
($ in thousands)		March 31, 2013		March 31, 2012
Net sales	$	79,892	$	74,235
Cellular service cost		35,980		36,047
Operating expenses		21,398		20,620
Operating income		22,514		17,568
Other income (expense)		3		3
Net income	$	22,517	$	17,571
Company share	$	1,826	$	1,425

The following summarizes the balance sheet as of March 31, 2013 (unaudited) and December 31, 2012 that O-P provided to the Company:

	As of
($ in thousands)		March 31, 2013	December 31, 2012
Current assets	$	20,788	$	22,370
Property, plant and equipment, net		41,121		41,072
Total assets	$	61,909	$	63,442
Total liabilities	$	25,427	$	30,162
Partners' capital		36,482		33,280
Total liabilities and partners' capital	$	61,909	$	63,442

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Earnings (Loss) Per Share (Details)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	425,248	87,139
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	535,726	303,106

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Stock Based Compensation (Schedule Of Stock-Based Compensation Expense) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 218	$ 192
Cost Of Services And Products [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	3	10
Selling, General And Administrative Expenses [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 215	$ 182

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Stock Based Compensation

3 Months Ended

Mar. 31, 2013

Stock Based Compensation [Abstract]

Stock Based Compensation

NOTE 14: STOCK BASED COMPENSATION

The Company adopted and, at the annual meeting held on April 29, 2011, its shareholders approved, the Amended and Restated 2008 Long-Term Incentive Plan (the "Amended and Restated LTIP") to assist the Company and its affiliates in attracting, motivating and retaining selected individuals to serve as employees, directors, consultants and advisors of the Company and its affiliates by providing incentives to such individuals through the ownership and performance of the Company's common stock. The Amended and Restated LTIP increased the total number of shares authorized under the Amended and Restated LTIP from 500,000 shares to 1,100,000 shares of common stock. The increases in the number of shares available under the Amended and Restated LTIP required approval from the New York Public Service Commission ("NYPSC") and New Jersey Board of Public Utilities ("NJBPU"). As of March 31, 2012, the Company received approval from both the NYPSC and the NJBPU. Shares available for grant under the Amended and Restated LTIP may be either authorized but unissued shares or shares that have been reacquired by the Company and designated as treasury shares. As of March 31, 2013 and December 31, 2012, 24,523 and 675,956 shares, respectively, of the Company's common stock were available for grant under the Amended and Restated LTIP. The Amended and Restated LTIP permits the issuance by the Company of awards in the form of stock options, stock appreciation rights, restricted stock and restricted stock units and performance shares. The exercise price per share of the Company's common stock purchasable under any stock option or stock appreciation right may not be less than 100% of the fair market value of one share of common stock on the date of grant. The term of any stock option or stock appreciation may not exceed ten years. The Amended and Restated LTIP also provides plan participants with a cashless mechanism to exercise their stock options. Issued restricted stock, stock options and restricted stock units are subject to vesting restrictions.

Restricted Stock Awards

Stock-based compensation expense for restricted stock awards of $0.2 million was recorded in both the three months ended March 31, 2013 and 2012. Restricted stock awards have grated vesting schedules and are amortized over their respective vesting periods of two or three years. The Company records stock-based compensation for grants of restricted stock awards on a straight-line basis over the requisite service period for the entire award. The Company has determined expected forfeitures based on recent activity and is recognizing compensation expense only for those restricted common stock awards expected to vest.

The following table summarizes the restricted common stock activity during the period ended March 31, 2013:

	March 31, 2013
				Weighted
				Average Fair
	Shares			Value
Balance - nonvested at January 1, 2013	59,078		$	14.10
Granted	404,932			10.21
Vested	(18,788	)		13.79
Forfeited	(19,974	)		14.64
Balance - nonvested at March 31, 2013	425,248		$	10.38

The total fair value of restricted stock awards that vested during the three months ended March 31, 2013 and 2012 was $0.3 million and $0.4 million, respectively. As of March 31, 2013, $4.4 million of total unrecognized compensation expense related to restricted common stock is expected to be recognized over a weighted average period of approximately 3 years.

Stock Options

The following tables summarize stock option activity for the three month period ended March 31, 2013, along with options exercisable at the end of the period:

				For the three months ended
				March 31, 2013
				Weighted	Weighted
				Average	Average	Aggregate
				Exercise	Contractual	Intrinsic
Options	Shares			Price	Life (Years)	Value
Outstanding - Beginning of period	263,554		$	14.02
Stock options granted	395,875			10.11
Exercised	-			-
Forfeited	(123,703	)		14.34
Outstanding - End of period	535,726		$	11.06	9	-
Vested and Expected to Vest at March 31	535,726					-
Exercisable at March 31	102,611					-

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the Company's closing stock price on the last trading day, March 31, 2013, and the exercise price times the number of shares) that would have been received by the option holders had all the option holders exercised in the money options on March 31, 2012. This amount changes based on the fair market value of the Company's common stock.

The fair value of the stock-based awards was estimated using the Black-Scholes model with the following weighted-average assumptions for the three months ended March 31, 2013:

Expected life (in years)		6
Interest rate		1.08	%
Volatility		29.61	%
Dividend yield		10.63	%
Weighted-average fair value per share at grant date	$	0.63

The following table sets forth the total stock-based compensation expense resulting from stock options and restricted stock granted to employees that are included in the Company's consolidated statements of income for the three months ended March 31, 2013 and 2012:

($ in thousands)
Stock-Based Compensation Expense		March 31, 2013		March 31, 2012
Cost of services and products	$	3	$	10
Selling, general and administrative expense		215		182
Total stock-based compensation expense	$	218	$	192

As of March 31, 2013, $0.4 million of total unrecognized compensation expense related to stock options is expected to be recognized over a weighted average period of approximately 3 years.

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2013

Segment Information [Abstract]

Segment Reporting Information

Segment balance sheet information as of March 31, 2013 and December 31, 2012 is set forth below:

		As of
($in thousands)		March 31, 2013	December 31, 2012
Segment assets
Unified Communications	$	24,893	$	23,500
Telephone		18,161		19,945
Total segment assets	$	43,054	$	43,445

Segment statement of operations information for the three months ended March 31, 2013 and 2012 is set forth below:

		For the three months ended
($ in thousands)		March 31, 2013			March 31, 2012
Segment net revenue
Unified Communications	$	3,956		$	3,274
Telephone		3,784			3,807
Total segment net revenue	$	7,740		$	7,081
Segment depreciation and amortization
Unified Communications	$	618		$	427
Telephone		384			852
Total segment depreciation and amortization	$	1,002		$	1,279
Segment operating loss
Unified Communications	$	(3,973	)	$	(2,771	)
Telephone		(430	)		(383	)
Total segment operating loss	$	(4,403	)	$	(3,154	)
Interest income, (expense), net		(236	)		(57	)
Income from equity investment		3,250			1,425
Other (expenses) income, net		108			(5	)
Loss before income taxes	$	(1,281	)	$	(1,791	)

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Stock Based Compensation (Schedule Of Stock Option Activity) (Details) (USD $)	3 Months Ended
	Mar. 31, 2013
Share-based Compensation [Abstract]
Outstanding - Beginning of period, Shares	263,554
Stock options granted, Shares	395,875
Forfeited, Shares	(123,703)
Outstanding - End of period, Shares	535,726
Weighted Average Contractual Life (Years)	9 years
Vested and Expected to Vest at March 31, Shares	535,726
Exercisable at March 31, Shares	102,611
Outstanding - Beginning of period, Weighted Average Exercise Price	$ 14.02
Stock options granted, Weighted Average Exercise Price	$ 10.11
Forfeited, Weighted Average Exercise Price	$ 14.34
Outstanding - End of period, Weighted Average Exercise Price	$ 11.06

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Pension And Postretirement Obligations (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Pension And Postretirement Obligations [Abstract]
Expected contributions in 2013	$ 1.1
Company contributions	$ 0.2	$ 0.1

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Condensed Consolidated Statements Of Comprehensive Loss (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Condensed Consolidated Statements Of Comprehensive Loss [Abstract]
Net loss	$ (833)	$ (1,234)
Defined benefit pension plans:
Amortization of transition obligation, net of tax expense of $0 and $3 for the three months ended March 31, 2013 and 2012, respectively		4
Prior service cost arising during period, net of tax benefit of $25 for the three months ended March 31, 2013 and 2012, respectively	(44)	(44)
Net loss arising during period, net of tax expense of $76 and $94 for the three months ended March 31, 2013 and 2012, respectively	137	169
Other comprehensive income	93	129
Comprehensive loss	$ (740)	$ (1,105)

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Summary Of Significant Accounting Policies

3 Months Ended

Mar. 31, 2013

Summary Of Significant Accounting Policies [Abstract]

Summary Of Significant Accounting Policies

NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required U.S. GAAP for complete financial statements. In the opinion of the Company's management, all adjustments (consisting of normal recurring adjustments) considered necessary for fair presentation have been included. Operating results and cash flows for the three month period ended March 31, 2013 are not necessarily indicative of the results that may be expected for the entire year. The consolidated balance sheet at December 31, 2012 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany transactions and balances have been eliminated in the condensed consolidated financial statements. The interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Significant estimates include, but are not limited to, depreciation expense, allowance for doubtful accounts, long-lived assets, derivative liabilities, pension and postretirement expenses and income taxes. Actual results could differ from those estimates.

Revenue Recognition

The Company derives its revenue from the sale of UC services as well as traditional telephone service. The Company recognizes revenue when (i) persuasive evidence of an arrangement between the Company and the customer exists, (ii) the delivery of the product to the customer has occurred or service has been provided to the customer, (iii) the price to the customer is fixed or determinable, and (iv) collectability of the sales or service price is reasonably assured. Revenue is reported net of all applicable sales tax.

Unified Communication

The Company's UC services and solutions consist primarily of its hosted VoIP Unified Communications system, certain UC applications, and other professional services. Additionally, the Company offers customers the ability to purchase telephone equipment systems from the Company directly, or they can independently purchase such equipment.

Multiple-deliverable arrangements primarily include the sale of telephone equipment, along with professional services associated with installation, activation and implementation services associated with installation and activation. When a UC arrangement involves multiple elements, revenue is allocated to each respective element. In the event that the Company enters into a multiple element arrangement and there are undelivered elements as of the balance sheet date, the Company assesses whether the elements are separable and have determinable fair values in assessing the amount of revenue to record. Allocation of revenue to elements of the arrangement is based on fair value of the element being sold on a stand-alone basis. Telephone equipment meets the criteria to qualify as a separate unit of accounting. The Company utilizes third party list prices as evidence for stand-alone value for its equipment sales.

The Company bills most of the monthly recurring hosted service revenue a month in advance. Any amounts billed and collected, but for which the service is not yet delivered, are included in deferred revenue. These amounts are recognized as revenues only when the service is delivered.

Equipment sales associated with the sale of telephone equipment is recognized upon delivery to the customer, as it is considered a separate earnings process. Other upfront fees, not including equipment, along with associated costs, up to but not exceeding these fees, are deferred and recognized over the estimated life of the customer relationship.

Telephone

Revenue is earned from monthly billings to customers for local voice services, long distance DSL, Internet services, hardware and other services. Revenue is also derived from charges for network access to the local exchange telephone network from subscriber line charges and from contractual arrangements for services such as billing and collection and directory advertising. Revenue is recognized in the period in which service is provided to the customer. Directory advertising revenue is recorded ratably over the life of the directory. With multiple billing cycles, the Company accrues revenue earned but not yet billed at the end of a quarter. The Company also defers services billed in advance and recognizes them as income when earned.

The Telephone Segment markets competitive service bundles which may include multiple deliverables. The base bundles consist of voice services (including a business or residential phone line), calling features and long distance services and customers may choose to add Internet services to a base bundle package. Separate units of accounting within the bundled packages include voice services, long distance and Internet services. Revenue for all services included in bundles are recognized over the same service period, which is the time period in which the service is provided to the customer.

Certain revenue is realized under pooling arrangements with other service providers and is divided among the companies based on respective costs and investments to provide the services. The companies that take part in pooling arrangements may adjust their costs and investments for a period of two years, which causes the dollars distributed by the pool to be adjusted retroactively. The Company believes that recorded amounts represent reasonable estimates of the final distribution from these pools. However, to the extent that the companies participating in these pools make adjustments, there will be corresponding adjustments to the Company's recorded revenue in future periods.

Certain revenue from these pooling arrangements, which includes Universal Service Funds ("USF") and National Exchange Carrier Association ("NECA") pool settlements, accounted for 7% and 8% of the Company's consolidated revenues for the three months ended March 31, 2013 and 2012, respectively.

Goodwill

Goodwill represents the excess of the purchase price of an acquired business over the net fair value of identifiable assets acquired and liabilities assumed. Goodwill is not amortized, but rather is assessed for impairment at least annually. The Company tests goodwill for impairment annually on October 1, or whenever events or circumstances indicate an impairment. If it is determined that an impairment has occurred, the Company will record a write down of the carrying value and record the charge to the impairment as an operating expense in the period the determination is made.

The Unified Communications reporting unit includes $9.1 million of goodwill as of March 31, 2013, resulting from the Company's acquisition of certain assets and certain liabilities of Alteva, LLC in 2011. No events or circumstances occurred during the quarter ended March 31, 2013 that would have more likely than not reduced the fair value of this reporting unit below its carrying value.

Materials and Supplies

Material and supplies are carried at average cost and consisted of principally material and supply finished goods as of March 31, 2013 and December 31, 2012.

Income Taxes

The Company records deferred taxes that arise from temporary differences between the financial statement and the tax basis of assets and liabilities. Deferred taxes are classified as current or non-current, depending on the classification of the assets and liabilities to which they relate. Deferred tax assets and deferred tax liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. The Company's deferred taxes result principally from differences in the timing of depreciation and in the accounting for pensions and other postretirement benefits. A valuation allowance is recorded against the deferred tax assets which are not expected to be realized.

Accounting Policies

There were no material changes to the Company's other accounting policies as presented in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2012.

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Orange County-Poughkeepsie Limited Partnership (Tables)

3 Months Ended

Mar. 31, 2013

Orange County-Poughkeepsie Limited Partnership [Abstract]

Summarized O-P Income Statement Information

		For the three months ended
($ in thousands)		March 31, 2013		March 31, 2012
Net sales	$	79,892	$	74,235
Cellular service cost		35,980		36,047
Operating expenses		21,398		20,620
Operating income		22,514		17,568
Other income (expense)		3		3
Net income	$	22,517	$	17,571
Company share	$	1,826	$	1,425

Summarized O-P Balance Sheet Information

	As of
($ in thousands)		March 31, 2013	December 31, 2012
Current assets	$	20,788	$	22,370
Property, plant and equipment, net		41,121		41,072
Total assets	$	61,909	$	63,442
Total liabilities	$	25,427	$	30,162
Partners' capital		36,482		33,280
Total liabilities and partners' capital	$	61,909	$	63,442

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Orange County-Poughkeepsie Limited Partnership (Narrative) (Details) (USD $)	6 Months Ended	12 Months Ended				3 Months Ended	12 Months Ended	3 Months Ended
	Jun. 30, 2012	Dec. 31, 2012	Dec. 31, 2011	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013 Scenario, Forecast [Member]	Dec. 31, 2013 Scenario, Forecast [Member]	Mar. 31, 2013 Multiplied Value [Member] Scenario, Forecast [Member] item	Mar. 31, 2013 Ownership Percentage [Member] Scenario, Forecast [Member] item
Schedule of Equity Method Investments [Line Items]
Equity interest in O-P				8.108%	8.108%
Annual cash distributions to the Company from the O-P		$ 13,000,000	$ 13,600,000				$ 13,000,000
Aggregate strike price						50,000,000
Equity method investment put option value multiplier times EBITDA								5	0.081081
Equity method investment, amount the investment account was reduced to	$ 0

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Shareholders' Equity

3 Months Ended

Mar. 31, 2013

Shareholders' Equity [Abstract]

Shareholders' Equity

NOTE 13: SHAREHOLDERS' EQUITY

A summary of the changes to shareholders' equity for the three months ended March 31, 2013 and 2012 is provided below:

		For the three months ended
($ in thousands)		March 31, 2013			March 31, 2012
Shareholders' equity, beginning of period	$	14,535		$	26,153
Net income (loss)		(833	)		(1,234	)
Dividends paid on common stock		(1,664	)		(1,567	)
Dividends paid on preferred stock		(6	)		(6	)
Stock based compensation		218			192
Treasury stock purchases		(62	)		(725	)
Exercise of stock options		-			675
Changes in pension and postretirement benefit plans		93			129
Shareholders' equity, end of period	$	12,281		$	23,617