Exhibit 10.91


CONSENT


          This
CONSENT (the “Agreement”) is entered into as of November
10, 2010 by and among RNK HOLDING COMPANY,
a Massachusetts business trust (“RNK Holding”),
 HANOVER LEASING, LLC, a Delaware
limited liability company (“Hanover”),
MR. DOUG DENNY-BROWN, an
individual (“Denny-Brown”), MR. NEAL HART, an individual
(“Hart”), MR.
GLENN POKRAKA, an individual (“Pokraka”),
MR. JOHN SKINNER, an individual (“Skinner”), MR. FRED
WEYMSS, an individual (together with RNK Holding,
Hanover, Denny-Brown, Hart, Pokraka and Skinner, each a “Subordinated
Creditor” and collectively the
“Subordinated Creditors”) and WAVE2WAVE COMMUNICATIONS, INC.,
a Delaware corporation (the “Borrower”). 


          WHEREAS,
the Borrower and the Subordinated Creditors are party to that certain Note
Exchange and Modification Agreement, dated as of September 21, 2010 (the “Note Modification Agreement”) pursuant to
which, among other things, the Subordinated Creditors have agreed that the
Amended Subordinated Notes (as defined in the Note Modification Agreement)
shall have a maturity date which shall be the earlier to occur of (A) February
28, 2011, and (B) the date upon which the Borrower consummates an initial
public offering (“IPO”); and 


          WHEREAS,
in consideration of Borrower making an aggregate repayment of $2,000,000 on the
Amended Subordinated Notes at the closing of the IPO, the Subordinated
Creditors have agreed to waive the requirement of the repayment in full of the
Amended Subordinated Notes at the closing of the IPO and have agreed that the
maturity date of the Amended Subordinated Notes shall be February 28, 2010. 


          NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows. 


          1.
 Agreements of Subordinated Creditors. Each of the Subordinated Creditors hereby
agrees with the Borrower as follows: 


                    (a)
Consent to IPO Closing and Amendment of Amended Subordinated Notes. 


                    Notwithstanding
any provision of the Note Modification Agreement or any of the Amended
Subordinated Notes to the contrary, subject to the payment by the Borrower of
making an aggregate repayment of $2,000,000 on the Amended Subordinated Notes
at the closing of the IPO, the Subordinated Creditors hereby agree to waive the
requirement of the repayment in full of the Amended Subordinated Notes at the
closing of the IPO and agree that the Amended Subordinated Notes are hereby
amended to provide that the maturity date of the Amended Subordinated Notes
shall be February 28, 2010. 


          2.
Modification, Amendment or Waiver. Any modification, amendment or waiver
of any provision of this Agreement, or any consent to any departure by any
party from the terms hereof, shall not be effective in any event unless the
same is in writing and signed by all parties hereto. By their signatures
hereto, each of the Subordinated Creditors hereby authorizes and 





directs
RNK Holding to execute and deliver any such modification, waiver or consent on
its behalf. 


          3.
Further Assurances. Each party to this Agreement promptly will execute
and deliver such further instruments and agreements and do such further acts
and things as may be reasonably requested in writing by any other party hereto
that may be necessary or desirable in order to effect fully the purposes of
this Agreement. 


          4.
Successors and Assigns. This Agreement and the rights and benefits
hereof shall inure to the benefit of, and shall be binding upon, the respective
successors and assigns of the parties. 


          5.
Headings. The paragraph headings used in this Agreement are for
convenience only and shall not affect the interpretation of any of the
provisions hereof. 


          6.
Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Furthermore, such
counterparts may be delivered by facsimile or by electronic mail in “portable
document format” (or “.pdf”), with any such counterpart delivered in such way
deemed an original. 


- Remainder of page intentionally blank; signature
pages follow -


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               IN
WITNESS WHEREOF, each party has caused this Agreement
to be executed as of the date first above written.




	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 BORROWER:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 WAVE2WAVE COMMUNICATIONS, INC.,
 a Delaware corporation

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By:

 	
 Eric Mann

 
	
  

 	
  

 	
  

 	
 Name:  

 	
 /s/ Eric
 Mann

 
	
  

 	
  

 	
  

 	
 Title:

 	
 Chief
 Financial Officer

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SUBORDINATED CREDITORS:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 RNK HOLDING COMPANY,
 a Massachusetts business trust

 	
  

 	
 HANOVER LEASING, LLC,
 a Delaware limited liability company

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Richard
 N. Koch

 	
  

 	
 By:

 	
 /s/ Arthur
 P. Beecher

 
	
 Name: 

 	
 Richard N.
 Koch

 	
  

 	
 Name: 

 	
 Arthur P.
 Beecher

 
	
 Title:

 	
 Trustee

 	
  

 	
 Title:

 	
 President

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 MR. DOUG DENNY-BROWN,
 an individual

 	
  

 	
 MR. NEAL HART, an
 individual

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Doug
 Denny-Brown

 	
  

 	
 By:

 	
 /s/ Neal
 Hart

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 MR. GLENN POKRAKA,
 an individual

 	
  

 	
 MR. JOHN SKINNER,
 an individual

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Glenn
 Pokraka

 	
  

 	
 By:

 	
 /s/ John
 Skinner

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 MR. FRED WEYMSS,
 an individual

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Fred
 Weymss

 	
  

 	
  

 	
  

 



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