Exhibit 4.5


THE ISSUANCE AND SALE OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE
OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM
REASONABLY ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER
SUCH ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SUCH
ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED
BY THE SECURITIES, PROVIDED SUCH PLEDGE IS MADE IN COMPLIANCE WITH APPLICABLE
FEDERAL AND STATE SECURITIES LAWS.


SENIOR SECURED TERM NOTE


	
  

 	
  

 
	
 September 8,
 2009

 	
 Principal: U.S.$1,752,000

 


          FOR VALUE RECEIVED, Wave2Wave
Communications, Inc., a Delaware corporation ( “Borrower”) hereby promises to pay to the order of Victory Park
Special Situations, L.P. or its registered assigns (the “Holder”) the amount set out above as the
Principal pursuant to the terms of that certain Financing Agreement dated as of
September 8, 2009, by and among the Borrower, RNK, Inc., Wave2Wave VOIP
Communications, LLC, Wave2Wave Data Communications, LLC, Wave2Wave
Communications Mid-West Region, LLC, RNK VA, LLC, Victory Park Management, LLC,
as administrative agent and collateral agent (in such capacity, the “Agent”), and the Lenders party thereto
(together with all exhibits and schedules thereto and as may be amended,
restated, modified and supplemented from time to time the “Financing Agreement”). Borrower hereby
promises to pay accrued and unpaid interest and premium, if any, on the
Principal on the dates, rates and in the manner provided for in the Financing
Agreement. This Senior Secured Term Note (including all Senior Secured Term
Notes issued in exchange, transfer, or replacement hereof, this “Note”) is one of the Senior Secured Term
Notes issued pursuant to the Financing Agreement (collectively, the “Notes”). Capitalized terms used and not
herein are defined in the Financing Agreement. 


          This Note
is subject to optional redemption and mandatory prepayment on the terms
specified in the Financing Agreement, but not otherwise. At any time an Event
of Default exists, the Principal of this Note, together with all accrued and
unpaid interest any applicable premium due, if any, may be declared or
otherwise become due and payable in the manner, at the price and with the
effect provided in the Financing Agreement.


          All
payments in respect of this Note are to be made in lawful money of the United
States of America at the Agent’s office in Chicago, Illinois or at such other
place as the Borrower shall have designated by written notice to the Holder of
this Note as provided in the Financing Agreement.





          This Note
may be offered, sold, assigned or transferred by the Holder without the consent
of the Borrower, subject only to the provisions of Section 6.4 and Section 6.5
of the Financing Agreement and to applicable law.


          This Note
is a registered Note and, as provided in the Financing Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the
registered Holder hereof or such Holder’s attorney duly authorized in writing,
a new Note for a like principal amount will be issued to, and registered in the
name of, the transferee. Prior to due presentment for registration of transfer,
the Borrower may treat the person in whose name this Note is registered as the
owner hereof for the purpose of receiving payment and for all other purposes,
and the Borrower will not be affected by any notice to the contrary.


          This Note
shall be construed and enforced in accordance with, and all questions
concerning the construction, validity, interpretation and performance of this
Note and all disputes arising hereunder shall be governed by, the laws of the
State of Illinois, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of Illinois or any other
jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of Illinois. The parties hereto
(a) agree that any legal action or proceeding with respect to this Note or
any other agreement, document, or other instrument executed in connection
herewith, shall be brought in any state or federal court located within
Chicago, Illinois, (b) irrevocably waive any objections which either may
now or hereafter have to the venue of any suit, action or proceeding arising
out of or relating to this Note, or any other agreement, document, or other
instrument executed in connection herewith, brought in the aforementioned
courts, and (c) further irrevocably waive any claim that any such suit,
action, or proceeding brought in any such court has been brought in an
inconvenient forum.


          THE HOLDER
AND THE BORROWER IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION
OR PROCEEDING BROUGHT TO ENFORCE ANY PROVISION OF THIS NOTE OR ANY OTHER
TRANSACTION DOCUMENT.


 [Remainder of Page Intentionally Left Blank;
Signature Page Follows]


2





          IN WITNESS
WHEREOF, Borrower has caused this Note to be duly executed as of the date set
out above.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BORROWER:

 
	
  

 	
  

 
	
  

 	
 WAVE2WAVE COMMUNICATIONS, INC.

 
	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ 

 	
 Eric Mann

 
	
  

 	
  

 	 

 	 

 
	
  

 	
 Name:

 	
 Eric Mann

 
	
  

 	
 Title:

 	
 Chief
 Financial Officer

 


Senior Secured Term Note