Exhibit 4.3 


THIS NOTE AND THE PAYMENTS HEREUNDER ARE SUBORDINATED TO

THE CLAIMS OF THE SENIOR DEBT (DEFINED BELOW) AND ARE

SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN

SUBORDINATION AGREEMENT (DEFINED BELOW)


6%
SECURED PROMISSORY NOTE


	
  

 	
  

 
	
 October __, 2007

 	
  

 
	
  

 	
 US$___

 
	
 _____

 	
  

 



WAVE2WAVE COMMUNICATIONS, INC.


          Wave2Wave
Communications, Inc., a Delaware corporation (together with its successors and
assigns, the “Buyer”), for
value received hereby promises to pay to the order of ________________ and its
permitted successors, heirs, transferees and assigns (the “Noteholder”), at its principal office
at ____________ or at such other place as may be designated from time to time
in writing by the Noteholder, the principal sum of _______________________ Dollars
(US$____________) together with interest on
unpaid balances from the date hereof until paid in full at a rate equal to 6%
per annum, computed on the basis of a 360-day year of twelve 30-day
months.


          This
6% Secured Promissory Note (this “Note”)
is one of the notes (the “Notes”)
referred to in Section 2.2(a)(iii) of that certain Amended and Restated Stock
Purchase Agreement, dated as of even date herewith, among the Buyer, RNK
Holding Company, a Massachusetts business trust (the “Trust”), RNK, Inc., and all of the
shareholders owning all of the issued and outstanding shares of beneficial
interests of the Trust and whose names and signatures appear under the caption
“Shareholders” on the signature pages thereof (the “Stock Purchase Agreement”). This Note
is subject and entitled to certain terms, conditions, covenants and agreements
contained in the Stock Purchase Agreement. Except as otherwise provided in the
Stock Purchase Agreement with respect to Buyer’s rights, if any, to set-off
payments against this Note, reference to the Stock Purchase Agreement shall in
no way impair the absolute and unconditional obligation of Buyer to pay the
outstanding principal balance and all accrued and unpaid interest thereon under
this Note as provided herein. This Note and
the other Notes shall rank equally without preference or priority of any kind
over one another and all payments with respect to any of such Notes shall be
applied ratably and proportionately on all Notes on the basis of the amount of
outstanding indebtedness
represented thereby (with respect to each such Noteholder, such proportion, the
“Allocable Noteholder Portion”).


          1.     Definitions.     The
following terms (except as otherwise expressly provided) for all purposes of
this Note shall have the respective meanings specified below. All accounting
terms used herein and not expressly defined shall have the meanings given to
them in accordance with GAAP. The terms defined in this Section 1 





include the plural as
well as the singular. All other capitalized terms shall have the meanings
assigned to them in the Stock Purchase Agreement.


                    “Acceleration Notice” shall have the
meaning set forth in Section 3.


                    “Allocable Noteholder Portion” shall
have the meaning set forth in the preamble.


                    “Balance” means the principal amount and
any other amounts outstanding under this Note from time to time, together with
all accrued and unpaid interest thereon as provided herein.


                    “Bankruptcy Law” means title 11, U.S.
Code or any similar federal or state law for the relief of debtors.


                    “Buyer” shall have the meaning set forth
in preamble.


                    “Collateral Agent” shall have the
meaning ascribed to such term in that certain Collateral Agency and
Intercreditor Agreement, of even date herewith, by and among the Trust and each
of the other Noteholders.


                    “Custodian” means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.


                    “Default” means any Event of Default or
any condition, occurrence or event which, after notice or lapse of time or
both, would, unless cured or waived, constitute an Event of Default.


                    “Event of Default” shall have the
meaning set forth in Section 3(a).


                    “Excess Cash Flow” shall have the
meaning ascribed to such term in the Subordination Agreement.


                    “Note” shall have the meaning set forth
in preamble.


                    “Noteholder” shall have the meaning set
forth in preamble.


                    “Noteholders” means the holder or
holders of all of the Notes.


                    “Notice of Default” shall have the
meaning set forth in Section 3.


                    “Other Taxes” shall have the meaning set
forth in Section 2(f)(ii).


                    “Person” shall mean and include an
individual, a partnership, a corporation (including a business trust), a joint
stock company, a limited liability company, an unincorporated association, a
joint venture or other entity or a governmental authority.


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                    “Pledge Agreement” has the meaning set
forth in Section 6.


                    “Security Agreement” has the meaning set
forth in Section 6.


                    “Senior Debt” has the meaning as set
forth in the Subordination Agreement.


                    “Senior Loan Agreement” means that
certain Loan and Security Agreement between Greystone Business Credit II,
L.L.C. (“Lender”) and John Mennen Trust U/A/D November 25, 1970, and
Buyer of even date herewith. 


                    “Subordination Agreement” means that
certain Subordination Agreement among Lender, Noteholders and Buyer of even
date herewith.


                    “Transaction Documents” means (i) the
Stock Purchase Agreement, (ii) Transition Services Agreement, of even date
herewith, by and among the Buyer, the Trust, RNK, Inc. and the Shareholders,
(iii) the Notes, (iv) the Security Agreement, and (v) the Pledge Agreement.


                    “Stock Purchase Agreement” shall have
the meaning set forth in preamble.


                    “Taxes” shall have the meaning set forth
in Section 2(f)(i).


                    “Trust” shall have the meaning set forth
in the preamble.


          2.       Terms
of Payment.


                    (a)          Subject
to the terms of the Subordination Agreement, seven consecutive equal
quarterly installments of principal and interest, based upon a standard
two-year quarterly amortization schedule, in the aggregate amount of $4,096,613
shall be payable pro rata to all Noteholders based on each such Noteholder’s
Allocable Noteholder Portion on each of February 10, 2008, May 10, 2008, August
10, 2008, November 10, 2008, February 10, 2009, May 10, 2009 and August 10, 2009
with a final payment on October 11, 2009 (the “Final Maturity Date”); provided, however, that (i) no
interest above the amount of interest that would otherwise be imputed for such
period at the applicable Federal rate, shall be due, owing or payable for the
first six month period of this Note, if, prior to three months from the date
hereof, the Buyer prepays at least $8,000,000.00 (the “Prepayment”) of the principal amount of
the Notes, (ii) upon completion of the Prepayment, each remaining quarterly payment
shall be reduced such that the quarterly payment then due will be equal to a
fraction obtained by dividing the Balance then due and owing under the Note by
the number of quarterly payments remaining under the Note (calculated through
the Final Maturity Date) (for example, if the Prepayment occurs after the first
quarterly payment is made, then the second quarterly payment shall be equal to
1/7th of the then principal and interest then due and owing under
the Note), and (iii) any payments of Excess Cash Flow during an applicable
quarter shall reduce pro rata, dollar for dollar, the next due payment. 


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                    (b)          All
payments shall be applied first to accrued interest and the balance, if any, to
principal. For the convenience of the parties, attached hereto as Schedule A is
a sample amortization schedule for the aggregate amount of the Notes, assuming
no Prepayment and no payments of Excess Cash Flow are made. In the event the
Prepayment is made or any payments of Excess Cash Flow are made, the quarterly
installments shall automatically be adjusted as provided in paragraph (a) above
(the “Interim Adjusted Schedule”).
Within 15 days of such Prepayment or Excess Cash Flow payment, Buyer shall
deliver to the Collateral Agent a revised amortization schedule reflecting the
recalculation of the quarterly installments as provided in paragraph (a) above,
which shall supercede the Interim Adjusted Schedule and be binding on all
Noteholders as the final adjusted amortization schedule (the “Final Adjusted Schedule”), unless the
Collateral Agent objects to such revised amortization schedule. In such event,
Buyer and the Collateral Agent shall work together in good faith to resolve
such dispute. Until such dispute is resolved and a Final Adjusted Schedule is
agreed upon by Buyer and the Collateral Agent, payments under the Notes shall
continue to be made by the Buyer in good faith in accordance with Buyer’s good
faith understanding of the Interim Adjusted Schedule. 


                    (c)          If
any payment hereunder is not paid when due (and an Event of Default has
occurred), whether on a stated due date or upon demand, such overdue amount
shall thereafter bear interest until paid in full at a rate per annum equal to
12%, payable on demand.


                    (d)          Absolute Payment Obligation. Except as
otherwise provided in the Stock Purchase Agreement with respect to Buyer’s
rights, if any, to set-off payments against this Note, no provision of this
Note shall alter or impair the obligations of the Buyer, which are absolute and
unconditional, to pay the principal of and interest on this Note at the place,
times and rate, and in the currency or other form, herein prescribed.


                    (e)          Prepayment. The Buyer may prepay all or
a portion of the Balance at any time and from time to time without penalty,
together with interest accrued on the amount prepaid through the date of
prepayment upon two (2) days’ prior written notice to Collateral Agent and the
Noteholder; provided, however, that, without the prior written consent of the
Noteholder, the Buyer may not prepay any portion of the Balance during any
applicable Notice Period.


                    (f)          Payment in Full.


                    (i)          Except
for the setoff rights set forth in Section 8.2 of the Stock Purchase Agreement
(with respect to indemnification), and as otherwise provided herein, any and
all payments by the Buyer to the Noteholder under this Note shall be made
without setoff or counterclaim free and clear of and without deduction for any
and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto (all such taxes, levies
imposts, deductions, charges, withholdings and liabilities being hereinafter
referred to as “Taxes”)
except to the extent the Buyer is required by law to make such deduction or
withholding. 


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                    (ii)          In
addition, except as provided in Section 2(f)(iii) hereof, the Buyer shall pay
any present or future stamp, documentary, excise, property or similar taxes,
charges or levies that arise from any payment made under this Note or from the
execution, delivery or registration of, or otherwise with respect to, this
Note, including any taxes and fees in connection with the filing and recording
of financing statements, continuation statements and other similar notices (all
such taxes, charges and levies being hereinafter referred to as “Other Taxes”).


                    (iii)          The
Buyer shall indemnify the Noteholder for the full amount of Taxes and Other
Taxes, and for the full amount of taxes imposed by any jurisdiction on amounts
payable under this Section 2(f) paid by the Noteholder and any liability
(including, without limitation, penalties, additions to tax, interest and
expenses) arising therefrom or with respect thereto; provided, however,
that the Buyer shall not be obligated to pay or indemnify the Noteholder
against Taxes or Other Taxes on, based on, or measured by, the receipts, gross
or net income, capital, net worth, franchises, excess profits, capital gains,
minimum taxes, or conduct of business of the Noteholder or other similar taxes
imposed by any jurisdiction. This indemnification payment shall be made within
thirty (30) days from the date the Noteholder makes written demand therefor; provided,
that, if requested by the Buyer, the Noteholder (upon receipt of indemnity or
security reasonably satisfactory to it and at the expense of the Buyer) shall
in good faith contest, in its name or (if so requested) in the name of the
Buyer (or permit the Buyer to so contest in the name of the Buyer), if
permitted under applicable laws, the validity, applicability, or amount of any
Taxes or Other Taxes for which the Noteholder has made a claim hereunder by (x)
resisting payment thereof if practicable, (z) not paying the same except under
protest, if protest shall be necessary and proper and (y) if payment shall be
made, using reasonable efforts to obtain a refund thereof in appropriate
administrative and judicial proceedings. The Noteholder shall (in good faith
consultation with the Buyer) determine the method of any contest and the
control and conduct thereof. Any refund of Taxes or Other Taxes for which the
Buyer have paid the Noteholder an indemnity hereunder shall be paid to the
Buyer. 


                    (g)          Excess Cash Flow. In addition to the
quarterly installments pursuant to Section 2(a), and subject to the proviso of
Section 2(e) and the terms and provisions of the Subordination Agreement, if
following the end of a quarter, this Note is still outstanding, then within 30
days following the end of such quarter, the Buyer shall cause RNK, Inc. to make
payments to the Noteholder of his or its Allocable Noteholder Portion of any
Excess Cash Flow. 


          3.       Events of Default and Remedies.


                    (a)          Event of Default Defined; Acceleration of Maturity;
Waiver of Default. In case one or more of the following events
(“Events of Default”) (whatever
the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body) shall have occurred and be continuing:


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                    (i)          default
in the payment of all or any part of the Balance of this Note as and when the
Balance or such part thereof shall become due and payable; provided, however,
that such failure shall not result in an Event of Default to the extent it is
has not occurred more than once during the term of this Note and it is
corrected by Buyer within a period of 15 business days; or


                    (ii)          failure
on the part of the Buyer or RNK, Inc. duly to observe or perform in all
material respects any of the covenants or agreements on the part of either the
Buyer or RNK, Inc. contained in the Transaction Documents (other than those
covered by clause (i) above) for a period of 15 business days after the date on
which written notice specifying such failure, stating that such notice is a “Notice
of Default” hereunder and demanding that Buyer or RNK, Inc., as the case
may be, remedy the same, shall have been given by the Noteholder by registered
or certified mail, return receipt requested, to the Buyer or RNK, Inc., as the
case may be; or 


                    (iii)          the
occurrence of any event or condition which results in (i) the acceleration of
the maturity of any material indebtedness of the Buyer or RNK, Inc. (any
indebtedness in excess of $500,000 shall be deemed material) or, (ii) enables
or, with the giving of notice or lapse of time or both, would enable the holder
of any such monetary obligation or any Person acting on such holder’s behalf to
accelerate the maturity thereof; or


                    (iv)          any
representation, warranty or statement of fact made by Buyer in any of the
Transaction Documents or any other agreement, schedule or otherwise in
connection with the transactions contemplated thereby being, when made or
deemed to have been made, false or misleading in any material respect; provided,
however, that such failure shall not result in an Event of Default to
the extent it is corrected by Buyer within a period of 15 business days (5
business days if such failure causes an Adverse Effect (as defined in the Stock
Purchase Agreement and applied to this Note, mutatis mutandis) after the
date on which written notice specifying such failure, stating that such notice
is a “Notice of Default” hereunder and demanding that Buyer remedy same,
shall have been given by the Noteholder by registered or certified mail, return
receipt requested,


                    (v)          any
of the following actions by the Buyer or RNK, Inc. pursuant to or within the
meaning of any Bankruptcy Law: (A) commencement of a voluntary case or
proceeding, (B) consent to the entry of an order for relief against it in an
involuntary case or proceeding, (C) consents to the appointment of a Custodian
of it or for all or substantially all of its property, (D) a general assignment
for the benefit of its creditors, or (E) admission in writing its inability to
pay its debts as the same become due; or


                    (vi)          entry
by a court of competent jurisdiction of an order or decree under any Bankruptcy
Law that: (A) is for relief against the Buyer or RNK, Inc. in an involuntary
case, (B) appoints a Custodian of the Buyer or RNK, Inc. or for all or
substantially all of the property of the Buyer or RNK, Inc., as the case may
be, or (C) orders the liquidation of the Buyer or RNK, Inc., and such order or
decree remains unstayed and in effect for 90 days;


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then, in each case where
an Event of Default specified in Sections 3(a)(i), 3(a)(ii), 3(a)(iii) or
3(a)(iv) occurs, the Collateral Agent, by notice in writing to the Buyer (the “Acceleration Notice”), may declare the
Balance (in whole or in part) to be due and payable immediately, and upon any
such declaration the same shall become immediately due and payable; provided
that if an Event of Default specified in Section 3(a)(v) or 3(a)(vi) occurs,
the Balance shall become and be immediately due and payable without any
declaration or other act on the part of the Noteholder or the Collateral Agent.



                       (b)     Payment of Costs. The Buyer shall
reimburse the Noteholder, on demand, for any and all reasonable costs and
expenses, including reasonable attorneys’ fees and disbursement and court costs
(through all appeals), incurred by the Noteholder in collecting or otherwise
enforcing this Note or in attempting to collect or enforce this Note.


                       (c)     Notice by Buyer. Upon an Event of
Default, the Buyer shall give the Noteholder immediate written notice thereof.


          4.          Powers and Remedies Cumulative; Delay or Omission Not
Waiver of Default. No right or remedy herein conferred upon or
reserved to the Noteholder is intended to be exclusive of any other right or
remedy available to Noteholder under applicable law, and every such right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy. No delay or omission of
the Noteholder to exercise any right or power accruing upon any Default
occurring and continuing as aforesaid shall impair any such right or power or
shall be construed to be a waiver of any such Default or an acquiescence
therein; and every power and remedy given by this Note or by law may be
exercised from time to time, and as often as shall be deemed expedient, by the
Noteholder.


          5.          Waiver of Past Defaults. The Noteholder
may waive any past Default hereunder and its consequences but no such waiver
shall extend to any subsequent or other Default or impair any right consequent
thereon.


          6.          Security;
Subordination. This Note is the “Note” referred to in the
Stock Purchase Agreement, the Security Agreement (the “Security Agreement”) and the Pledge
Agreement (the “Pledge Agreement”),
each entered into by and among the Buyer, RNK, Inc. and the Noteholders and is
entitled to all of the rights and benefits referred to therein. The obligations
of the Buyer evidenced by this Note, and the rights of the Noteholder to
receive the payments herein described, are expressly junior and subordinate to
the prior payment of all Senior Debt of the Buyer and are governed by that
certain Subordination Agreement, of even date herewith, by and among the Buyer,
the Noteholders and the holder of the Senior Debt.


          7.          Wind-up
Rights. Subject to the subordination provisions of this Note and
the terms of the Subordination Agrement, in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Buyer, this Note
shall be entitled to a claim


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in liquidation before
participation by any holder of any capital stock of the Buyer. The amount of
the claim in liquidation shall equal the amount to which the Noteholder would
be entitled in the case of payment, whether or not this Note is eligible for payment
at the time of liquidation. 


          8.          Successors.
The Buyer shall not assign any of their obligations under this Note or the
Stock Purchase Agreement except as otherwise permitted under the terms of this
Note and the Stock Purchase Agreement. 


          9.          Assignment
of Note. The Noteholder may not assign, transfer, sell or otherwise
dispose of its right, title or interest in this Note without the prior written
consent of Buyer, such consent not to be unreasonably withheld or delayed. Any
such consent shall include an agreement that any assignee, transferee or
purchaser shall agree in writing to become the Noteholder hereunder and to be
bound by all of the terms and conditions contained in the Transaction Documents
applicable to a “Noteholder,” as such and to be bound by the Subordination
Agreement and to enter into documentation to give effect thereto.  


          10.          Replacement
Notes. After delivery of an affidavit and usual and customary
indemnification provisions in the case of a lost, stolen, or destroyed Note, in
each case, in form and substance reasonably satisfactory to the Buyer, the
Buyer agree to issue a replacement note if this Note has been lost, stolen,
mutilated or destroyed. 


          11.          Modification
of Note. No amendment of any provision of this Note shall be
valid unless the same shall be in writing and signed by Buyer and the
Collateral Agent; provided, however, that notwithstanding the foregoing (i) no
such amendment shall be effective without the written consent of all
Noteholders to the extent such amendment adversely affects the rights or
obligations of any Noteholder or group of Noteholders hereunder unless such
amendment applies, and is enforced against, all Noteholders in a fair, equitable
and equal manner. 


          12.          No
Action. Until the payment in full of the Notes, no Co-Maker
shall exercise any right or remedy against such other Co-Maker or any property
of such other Co-Maker by reason of any performance of such Co-Maker of its
joint and several obligations hereunder. 


          13.          Miscellaneous.
This Note shall be governed by and construed according to the laws of the
Commonwealth of Massachusetts, without regard to principles of conflicts of
laws and rules of such state. The Buyer hereby waive presentment, demand,
notice, protest and all other demands and notices in connection with the
delivery, acceptance, performance and enforcement of this Note, except as
specifically provided herein, and assent to extensions of the time of payment,
or forbearance or other indulgence without notice. The Section headings herein
are for convenience only and shall not affect the construction hereof. 


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          IN
WITNESS WHEREOF, Buyer has caused this instrument to be duly
executed under seal as of the date first set forth above.


	
  

 	
  

 	
  

 
	
  

 	
 WAVE2WAVE COMMUNICATIONS, INC.

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 



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