Exhibit 10.82


SECOND
FORBEARANCE AGREEMENT

AND AMENDMENT TO FINANCING AGREEMENT


          This
Second Forbearance Agreement and Amendment to Financing Agreement (as amended,
restated, supplemented or otherwise modified from time to time, this “Agreement”)
is made and entered into as of April 16, 2010 by and among Wave2Wave
Communications, Inc., a Delaware corporation (“Borrower”), RNK, Inc., a Massachusetts corporation (“RNK”),
Wave2Wave VOIP Communications, LLC, a Delaware limited liability company (“VOIP”),
Wave2Wave Data Communications, LLC, a Delaware limited liability company (“Wave Data”),
Wave2Wave Communications Mid-West Region, LLC, a Delaware limited liability
company (“Wave
Communications”), RNK VA, LLC, a Virginia limited liability company
(“RNK VA”;
RNK VA, together with Borrower, RNK, VOIP, Wave Data and Wave Communications
are sometimes hereinafter referred to individually as a “Company” and collectively as the “Companies”), the financial institutions
party hereto as “Lenders” (collectively, the “Lenders”) and
Victory Park Management, LLC, as administrative agent and collateral agent
for the Lenders (in such capacity, the “Agent”).


WHEREAS:


          A.
The Companies, the Lenders and the Agent are parties to that Financing
Agreement dated as of September 8, 2009 (as amended, restated, supplemented or
otherwise modified from time to time, the “Financing Agreement”), pursuant to which
the Lenders agreed to purchase up to $9,300,000 of senior secured notes of the
Companies on the terms and subject to the conditions set forth in the Financing
Agreement. 


          B.
The transactions contemplated by the Financing Agreement are evidenced,
governed and secured by, among other things: (i) the Financing Agreement; (ii)
the Senior Secured Term Note dated September 8, 2009 in the stated principal
amount of $7,548,000 issued by Borrower to Victory Park Credit Opportunities,
L.P. and the Senior Secured Term Note dated September 8, 2009 in the stated
principal amount of $1,752,000 issued by Borrower to Victory Park Special Situations,
L.P. (together, the “Term Note”); (iii) the Security Agreement
(as defined in the Financing Agreement); (iv) the Pledge Agreement (as defined
in the Financing Agreement); (v) the Affiliate Subordination Agreements (as
defined in the Financing Agreement) and (vi) certain UCC financing statements.


          C.
On March 22, 2010, the Companies, Agent and Lenders entered into that certain
Forbearance Agreement (the “First Forbearance Agreement”) pursuant to
which, among other things, the Agent and Lenders agreed to forbear from
exercising rights and remedies available to them as a result of the “Existing
Events of Default” (as defined in the First Forbearance Agreement).


          D.
As of the date of this Agreement, in addition to such Existing Events of
Default the Events of Default set forth on Exhibit A attached
hereto have occurred and are continuing. 


          E.
As a result of the Events of Default set forth on Exhibit A (i) the
Forbearance Period under and as defined in the First Forbearance Agreement has
terminated and (ii) the 





Lenders and the Agent may exercise any and all of
their respective rights and remedies under the Transaction Documents and
applicable law.


          F.
The Companies have requested that the Lenders and the Agent agree to continue
to forbear from exercising certain of their rights and remedies against the
Companies with respect to the Second Forbearance Events of Default (as
hereinafter defined) during the Forbearance Period (as hereinafter defined).


          G.
Subject to the terms and conditions set forth herein, the Lenders and the Agent
have agreed to accommodate such request.


          H.
This Agreement constitutes one of the Transaction Documents (as defined in the
Financing Agreement).


          I.
The obligations owed by the Companies to the Lenders and the Agent under this
Agreement (as well as the other Transaction Documents) are secured pursuant to
the Security Agreement and the other Security Documents, and by the
collateral and security interests described therein, and reference is made
thereto for a statement of terms and provisions of such collateral security, a
description of Collateral and the rights of the Agent and the Lenders in
respect thereof. The Lenders and the Agent each constitute one of the “Secured
Parties” under the Security Agreement.


          NOW,
THEREFORE, in consideration of the agreements herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:


          1.
Recitals. The recitals set forth above constitute an integral part of
this Agreement, evidencing the intent of the parties in executing this
Agreement, and describing the circumstances surrounding this execution.
Accordingly, such recitals are, by express reference, hereby acknowledged and
agreed among the parties and made a part of this Agreement, and this Agreement
shall be construed in the light thereof. 


          2.
Definitions. Unless otherwise defined below or elsewhere in this
Agreement, capitalized terms used herein shall have the meanings ascribed to
them in the Financing Agreement. As used herein, the following terms shall have
the respective meanings set forth below:


                    (a)
“Claims”
means claims, actions, causes of action, suits, debts, accounts, interests,
liens, promises, warranties, damages and consequential damages, demands,
agreements, bonds, bills, specialties, covenants, controversies, variances,
trespasses, judgments, executions, costs, expenses or any other claims
whatsoever (including, without limitation, cross-claims, counterclaims, rights
of set-off and recoupment). 


                    (b)
“Forbearance
Default” means (i) the occurrence of any Event of Default other than
the Second Forbearance Events of Defaults; (ii) the failure of any Company to
timely comply with any term, condition or covenant set forth in this Agreement;
(iii) the failure of any representation or warranty made by any Company under
or in connection with this Agreement to be true and complete as of the date
when made, or any other breach of any such representation or 


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warranty; (iv) the occurrence of any of the following:
(x) any Company repudiates or asserts a defense against all or any portion of
the Obligations or (y) any Company makes or pursues a claim against Agent, any
Lender or any Releasee; (v) any occurrence, event or change in facts or
circumstances occurring on or after the Forbearance Effective Date that would
reasonably be likely to have a Material Adverse Effect; or (vi) the occurrence
of any Subordinated Creditor Action (as defined in Section 18 hereof). The
parties hereby agree that, notwithstanding any provision in the Transaction
Documents, there shall be no cure period for any Forbearance Default.


                    (c)
“Forbearance
Effective Date” means the date hereof.


                    (d)
“Forbearance
Period” means the period beginning on the Forbearance Effective Date
and ending on the earlier to occur of (i) the termination of the Forbearance
Period as a result of any Forbearance Default or (ii) May 8, 2010. 


                    (e)
“Releasees”
means the Lenders, the Agent and their respective affiliates, affiliated and/or
managed funds, subsidiaries, shareholders and “controlling persons” (within the
meaning of the federal securities laws), and their respective successors and
assigns and each and all of the officers, directors, employees, principals,
managers, investment managers, members, agents, attorneys and other
representatives of each of the foregoing in their capacities as such. 


                    (f)
“Releasors”
means each Company and its respective agents, representatives, officers,
directors, advisors, employees, subsidiaries, affiliates, successors and
assigns.


                    (g)
“Second
Forbearance Events of Default” means, collectively, the Existing
Events of Default under and as defined in the First Forbearance Agreement and
the Events of Default set forth on Exhibit A attached hereto. 


          3.
Confirmation of Obligations and Acknowledged Events of Default. 


                    (a)
Each Company acknowledges and agrees that, as of the date of this Agreement,
the aggregate principal balance of the outstanding obligations under the Term
Note is $9,300,000. The foregoing amounts do not include interest, fees,
expenses or other amounts that are chargeable or otherwise reimbursable under
the Transaction Documents. All of the obligations, including those set forth
above, are valid and outstanding, and the Companies have no rights of offset,
defenses, claims or counterclaims with respect to any of the obligations under
the Transaction Documents. 


                    (b)
Each Company acknowledges and agrees that, except for the Second Forbearance
Events of Default, no other Events of Default have occurred or are continuing
to occur as of the date of this Agreement, or are expected to occur during the
Forbearance Period. 


          4.
Forbearance Fee. In consideration for, among other things, the Lenders’
and the Agent’s execution and delivery of this Agreement, the Companies shall
be obligated to pay to Agent a fee in an amount equal to $400,000; provided,
however, in the event the Obligations are paid in full in cash on or prior to
April 24, 2010 (i.e., the date which is eight (8) days after the date hereof),
such fee shall be reduced to $150,000 (as applicable, the “Second Forbearance 


3





Fee”), which amount shall be (a) fully
earned upon the execution and delivery of this Agreement by the Companies,
Lenders and the Agent, (b) in addition to the Forbearance Fee under and as
defined in the First Forbearance Agreement and (c) due and payable in full in
cash upon the earlier of (i) the Maturity Date and (ii) the date on which all
Obligations have been, or are required to be, paid in full, in cash in
accordance with the terms of the Financing Agreement.


          5.
Forbearance; Forbearance Default Rights and Remedies. 


                    (a)
Effective on the Forbearance Effective Date, each of the Lenders and the Agent
agrees that until the expiration or termination of the Forbearance Period, it
will forbear from exercising its default-related rights and remedies against
any Company or the Collateral solely with respect to the Second Forbearance
Events of Defaults, including acceleration and foreclosure; provided
that (i) neither any Lender nor the Agent shall have any obligation to make any
further loans or other extensions of credit to any Company; (ii) each Company
shall comply with all limitations, restrictions or prohibitions that would otherwise
be effective or applicable under the Transaction Documents during the
continuance of any Event of Default; (iii) nothing herein shall restrict,
impair or otherwise affect the Lenders’ or the Agent’s rights and remedies
under any agreements containing subordination provisions (including, without
limitation, the Affiliate Subordination Agreements) in favor of the Lenders or
the Agent (including, without limitation, any rights or remedies available to
the Lenders or the Agent as a result of the occurrence or continuation of any
Second Forbearance Event of Default) or amend or modify any provision thereof;
and (iv) nothing herein shall restrict, impair or otherwise affect the Agent’s
right to file, record, publish or deliver a notice of default or document of
similar effect under any state foreclosure law upon the expiration or
termination of the Forbearance Period. Any Forbearance Default shall constitute
an immediate Event of Default under this Agreement and the Transaction
Documents without the requirement of any demand, presentment, protest or notice
of any kind to any Company (all of which each Company waives).


                    (b)
Upon the occurrence of a Forbearance Default or the expiration of the
Forbearance Period, the agreement of the Lenders and the Agent hereunder to
forbear from exercising their respective default-related rights and remedies
shall immediately terminate without the requirement of any demand, presentment,
protest or notice of any kind to any Company (all of which each Company
waives). Each Company agrees that the Lenders and the Agent may at any time
thereafter proceed to exercise any and all of their respective rights and
remedies under the Transaction Documents or applicable law, including, without
limitation, their respective rights and remedies with respect to the Second
Forbearance Events of Default. Without limiting the generality of the
foregoing, upon the occurrence of a Forbearance Default or the expiration of
the Forbearance Period, each Lender and the Agent may, in their sole discretion
and without the requirement of any demand, presentment, protest or notice of
any kind to any Company (all of which each Company waives): (i) suspend or
terminate any commitment to provide loans or other extensions of credit under
any Transaction Document; (ii) commence any legal or other action to collect
any or all of the obligations under the Transaction Documents from any Company;
(iii) foreclose or otherwise realize on any or all of the Collateral; (iv) set
off or apply to the payment of any or all of the obligations under the
Transaction Documents any property belonging to any Company that is held by a
Lender or the Agent; and (v) take any other enforcement action or otherwise
exercise any or all rights and remedies provided for by any 


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Transaction Document or applicable law, all of which
rights and remedies are fully reserved by the Lenders and the Agent.


                    (c)
Any agreement by the Lenders and the Agent to extend the Forbearance Period or
to waive a Forbearance Default must be set forth in writing and signed by a
duly authorized signatory of each Lender and the Agent. The Lenders and the
Agent are not obligated to extend the Forbearance Period or waive a Forbearance
Default, and may decide to do so (or not do so) in their sole discretion. Each
Company acknowledges that the Lenders and the Agent have not made any
assurances concerning any extension of the Forbearance Period or waiver of any
Forbearance Default.


                    (d)
The parties hereto agree that the running of all statutes of limitation or
doctrine of laches applicable to all claims or causes of action that any Lender
or the Agent may be entitled to take or bring in order to enforce its rights
and remedies against any Company is, to the fullest extent permitted by law,
tolled and suspended during the Forbearance Period.


                    (e)
Each Company acknowledges and agrees that any loan or other financial
accommodation which any Lender or the Agent makes on or after the Forbearance
Effective Date has been made by such party in reliance upon, and is
consideration for, among other things, the general releases and indemnities
contained in Section 7 hereof and the other covenants, agreements,
representations and warranties of the Companies hereunder.


          6.
Supplemental Terms, Conditions and Covenants. The parties hereto agree
to comply with the following terms, conditions and covenants, in each case
notwithstanding any provision to the contrary set forth in any Transaction
Document:


                    (a)
Cash Flow Forecasts. Beginning on the Forbearance Effective Date and
continuing on the first (1st) Business Day of each successive week
thereafter, the Companies shall prepare and deliver to the Agent a 13-week cash
flow forecast in form and detail reasonably satisfactory to the Agent in its
sole discretion, which shall reflect the Companies’ good faith projection of
all cash receipts and disbursements in connection with the operation of their
businesses during the 13-week period beginning on the date of delivery of such
cash flow forecast (the “Cash Flow Forecasts”). 


                    (b)
Cash Disbursements. Except for trade payables incurred in the ordinary
course of business as set forth in the Cash Flow Forecasts (as defined above),
no Company shall voluntarily pay, prepay, redeem, repurchase or make any other
cash disbursements with respect to any principal of, or interest, dividends or
other amounts owing with respect to, any junior indebtedness (including,
without limitation, with respect to the RNK Notes and the Mennen Notes) or
equity (including preferred equity), unless and until all Obligations under the
Transaction Documents are paid in full in cash to the Lenders and the Agent, as
applicable. Without limiting the generality of the foregoing, without the prior
written consent of Agent, no Company shall pay any out-of-pocket fees costs or
expenses incurred in connection with (or otherwise related to) the IPO other
than filing fees in an aggregate amount not to exceed $25,000 required to be
paid to any Governmental Authority in accordance with applicable federal and
state securities laws and regulations.


5






                    (c)
Net Cash. The Companies shall not permit the aggregate cash receipts
received by the Companies during any four week period to exceed the aggregate
cash disbursements made by the Companies during such time (the “Net Cash”)
by an amount less than $150,000 and, upon the request of Agent, the Companies
shall provide written evidence (in form, detail and substance satisfactory to
Agent and the Lenders) of the Net Cash evidencing the same. 


                    (d)
Cash Balance. Section 8.1 of the Financing Agreement is hereby amended
by deleting clause (a) thereof in its entirety and replacing it with the
following:


          “(a)
the Credit Parties shall maintain cash in their Blocked Accounts subject to
deposit account control agreements in favor of Agent in an aggregate amount not
less than $2,000,000.”


                    (e)
Payments. Section 8.7 of the Financing Agreement is hereby amended by
deleting clause (d) thereof in its entirety and replacing it with the
following: 


          “(d)
other than reasonable costs and expenses incurred in connection with the
Winncom Acquisition, incur any costs or payments outside of the ordinary course
of business that (i) individually exceeds $25,000, or (ii) in the aggregate
$100,000 per year; provided that this subsection does not prohibit the use of
proceeds as permitted by Section 8.24; and” 


                    (f)
CRO. Without limiting any rights Agent or any Holder may have, at law or
in equity, under any Transaction Document, upon the request of the Agent or the
Required Holders, the Credit Parties shall hire or otherwise retain a chief
restructuring officer or similar Person acceptable to the Agent on terms and
conditions acceptable to Agent.


                    (g)
Distributions by RNK. Section 8.19 of the Financing Agreement is hereby
amended by deleting such Section in its entirety and replacing it with the
following: 


          “Section
8.19 Distributions by RNK. Notwithstanding anything to the contrary
contained herein, including without limitation Section 8.7 hereof, RNK shall
not declare, pay or make (and no other Credit Party shall accept) any dividend,
payment or distribution of cash or any other property to any Credit Party or
any Subsidiary thereof or on behalf of any of them.”


                    (h)
Additional Financial Information. From time to time, the Companies shall
deliver to the Agent such additional documents, financial information, reports,
cash flows and/or budgets (each with a level of completeness, clarity and
detail that is reasonably satisfactory to the Agent in its sole discretion) as
the Agent shall reasonably request.


                    (i)
Compliance with Transaction Documents. Each Company shall comply with
all terms and conditions of this Agreement and the other Transaction Documents,
except as such Transaction Documents may be modified by this Agreement.


          7.
General Release; Indemnity. 


                    (a)
IN CONSIDERATION OF, AMONG OTHER THINGS, THE LENDERS’ AND THE AGENT’S EXECUTION
AND DELIVERY OF THIS AGREEMENT,


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EACH OF THE
RELEASORS HEREBY FOREVER AGREES AND COVENANTS NOT TO SUE OR PROSECUTE AGAINST
ANY RELEASEE AND HEREBY FOREVER WAIVES, RELEASES AND DISCHARGES, TO THE FULLEST
EXTENT PERMITTED BY LAW, EACH RELEASEE FROM ANY AND ALL CLAIMS THAT SUCH
RELEASOR NOW HAS OR HEREAFTER MAY HAVE, OF WHATSOEVER NATURE AND KIND, WHETHER
KNOWN OR UNKNOWN, WHETHER NOW EXISTING OR HEREAFTER ARISING, WHETHER ARISING AT
LAW OR IN EQUITY, AGAINST THE RELEASEES, BASED IN WHOLE OR IN PART ON FACTS,
WHETHER OR NOT NOW KNOWN, EXISTING ON OR BEFORE THE FORBEARANCE EFFECTIVE DATE,
THAT RELATE TO, ARISE OUT OF OR OTHERWISE ARE IN CONNECTION WITH: (I) ANY OR
ALL OF THE TRANSACTION DOCUMENTS OR TRANSACTIONS CONTEMPLATED THEREBY OR ANY
ACTIONS OR OMISSIONS IN CONNECTION THEREWITH; OR (II) ANY ASPECT OF THE
DEALINGS OR RELATIONSHIPS BETWEEN OR AMONG THE COMPANIES, ON THE ONE HAND, AND
THE LENDERS AND/OR THE AGENT, ON THE OTHER HAND, RELATING TO ANY OR ALL OF THE
DOCUMENTS, TRANSACTIONS, ACTIONS OR OMISSIONS REFERENCED IN CLAUSE (I) HEREOF.
THE EXECUTION OF THIS AGREEMENT BY EACH COMPANY SHALL CONSTITUTE A
RATIFICATION, ADOPTION, AND CONFIRMATION BY SUCH PARTY OF THE FOREGOING GENERAL
RELEASE OF ALL CLAIMS AGAINST THE RELEASEES WHICH ARE BASED IN WHOLE OR IN PART
ON FACTS, WHETHER OR NOT NOW KNOWN OR UNKNOWN, EXISTING ON OR PRIOR TO THE
EXECUTION OF THIS AGREEMENT. IN ENTERING INTO THIS AGREEMENT, EACH COMPANY
CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY
DISCLAIMS ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE
RELEASEES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND
EFFECTIVENESS OF THE RELEASES SET FORTH ABOVE DO NOT DEPEND IN ANY WAY ON ANY
SUCH REPRESENTATIONS, ACTS OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY
HEREOF. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT, ANY TRANSACTION DOCUMENT, AND PAYMENT IN FULL OF THE OBLIGATIONS
UNDER THE TRANSACTION DOCUMENTS.


                    (b)
EACH COMPANY HEREBY AGREES THAT IT SHALL BE JOINTLY AND SEVERALLY OBLIGATED TO
INDEMNIFY AND HOLD THE RELEASEES HARMLESS WITH RESPECT TO ANY AND ALL
LIABILITIES, OBLIGATIONS, LOSSES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS,
EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER INCURRED BY THE
RELEASEES, OR ANY OF THEM, WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL, AS A
RESULT OF OR ARISING FROM OR RELATING TO ANY PROCEEDING BY, OR ON BEHALF OF ANY
PERSON, INCLUDING, WITHOUT LIMITATION, THE RESPECTIVE OFFICERS, DIRECTORS,
AGENTS, TRUSTEES, CREDITORS, PARTNERS OR SHAREHOLDERS OF ANY COMPANY, OR ANY OF
THEIR RESPECTIVE SUBSIDIARIES, WHETHER THREATENED OR INITIATED, IN RESPECT OF
ANY CLAIM FOR LEGAL OR EQUITABLE REMEDY UNDER ANY STATUTE, REGULATION OR COMMON
LAW PRINCIPLE ARISING FROM OR IN CONNECTION WITH THE NEGOTIATION, PREPARATION,
EXECUTION, DELIVERY, PERFORMANCE, ADMINISTRATION AND ENFORCEMENT OF THE
TRANSACTION


7





DOCUMENTS,
THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH; PROVIDED, THAT NO COMPANY SHALL HAVE ANY OBLIGATION TO INDEMNIFY OR
HOLD HARMLESS ANY RELEASEE HEREUNDER WITH RESPECT TO LIABILITIES TO THE EXTENT
THEY RESULT FROM THE WILLFUL MISCONDUCT OF THAT RELEASEE AS FINALLY DETERMINED
BY A COURT OF COMPETENT JURISDICTION. IF AND TO THE EXTENT THAT THE FOREGOING
UNDERTAKING MAY BE UNENFORCEABLE FOR ANY REASON, EACH COMPANY AGREES TO MAKE
THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION THEREOF WHICH IS
PERMISSIBLE UNDER APPLICABLE LAW. THE FOREGOING INDEMNITY SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT, ANY TRANSACTION DOCUMENT, AND THE PAYMENT IN
FULL OF THE OBLIGATIONS UNDER THE TRANSACTION DOCUMENTS.


                    (c)
EACH COMPANY, ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS, AND OTHER LEGAL
REPRESENTATIVES, HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY, COVENANTS
AND AGREES WITH AND IN FAVOR OF EACH RELEASEE THAT IT WILL NOT SUE (AT LAW, IN
EQUITY, IN ANY REGULATORY PROCEEDING OR OTHERWISE) ANY RELEASEE ON THE BASIS OF
ANY CLAIM RELEASED, REMISED AND DISCHARGED BY ANY COMPANY PURSUANT TO SECTION 7
HEREOF. IF ANY COMPANY OR ANY OF ITS SUCCESSORS, ASSIGNS OR OTHER LEGAL
REPRESENTATIVES VIOLATES THE FOREGOING COVENANT, EACH COMPANY, FOR ITSELF AND
ITS SUCCESSORS, ASSIGNS AND LEGAL REPRESENTATIVES, AGREES TO PAY, IN ADDITION
TO SUCH OTHER DAMAGES AS ANY RELEASEE MAY SUSTAIN AS A RESULT OF SUCH
VIOLATION, ALL ATTORNEYS’ FEES AND COSTS INCURRED BY ANY RELEASEE AS A RESULT
OF SUCH VIOLATION.


          8.
Representations and Warranties of the Companies. To induce each Lender
and the Agent to execute and deliver this Agreement, each Company represents,
warrants and covenants that:


                    (a)
The execution, delivery and performance by each Company of this Agreement and
all documents and instruments delivered in connection herewith have been duly
authorized by all necessary corporate action required on its part, and this
Agreement and all documents and instruments delivered in connection herewith
are legal, valid and binding obligations of such Company enforceable against
such Company in accordance with its terms except as the enforcement thereof may
be subject to (i) the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights
generally and (ii) general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law). 


                    (b)
Except with respect to the Second Forbearance Events of Default, each of the
representations and warranties set forth in the Transaction Documents is true
and correct in all material respects (without duplication of any materiality
qualifier contained therein) on and as of the date hereof as if made on the
date hereof, except to the extent such representations and warranties expressly
relate to an earlier date, in which case such representations and warranties
shall be true and correct in all material respects (without duplication of any
materiality qualifier


8






contained
therein) as of such earlier date, and each of the agreements and covenants in
the Transaction Documents is hereby reaffirmed with the same force and effect
as if each were separately stated herein and made as of the date hereof.


                    (c)
Neither the execution, delivery and performance of this Agreement and all
documents and instruments delivered in connection herewith nor the consummation
of the transactions contemplated hereby or thereby does or shall contravene, result
in a breach of, or violate (i) any provision of any Company’s corporate
charter, bylaws, operating agreement or other governing documents, (ii) any law
or regulation, or any order or decree of any court or government
instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other
instrument to which any Company is a party, or by which any Company or its
property is bound.


                    (d)
As of the date of this Agreement, except for the Second Forbearance Events of
Default, no Event of Default has occurred or is continuing under this Agreement
or any other Transaction Document.


                    (e)
The Agent’s and the Lender’s security interests in the Collateral continue to
be valid, binding and enforceable first-priority security interests which
secure the obligations under the Transaction Documents and no tax or judgment
liens are currently on record against any Company.


                    (f)
Except with respect to the Second Forbearance Events of Default, any
misrepresentation of a Company, or any failure of a Company to comply with the
covenants, conditions and agreements contained in any agreement, document or
instrument executed or delivered by any Company with, to or in favor of any
Company shall constitute a Forbearance Default hereunder and an immediate Event
of Default under the Financing Agreement.


                    (g)
The recitals in this Agreement are true and correct.


          9. Ratification
of Liability. Each Company, as debtor, grantor, pledgor, guarantor, assignor,
or in other similar capacity in which such party grants liens or security
interests in its properties or otherwise acts as an accommodation party or
guarantor, as the case may be, under the Transaction Documents, hereby ratifies
and reaffirms all of its payment and performance obligations and obligations to
indemnify, contingent or otherwise, under each Transaction Document to which
such party is a party, and each such party hereby ratifies and reaffirms its
grant of liens on or security interests in its properties pursuant to such
Transaction Documents to which it is a party as security for the obligations
under or with respect to the Financing Agreement, the Term Note and the other
Transaction Documents, and confirms and agrees that such liens and security
interests hereafter secure all of the obligations under the Transaction
Documents, including, without limitation, all additional obligations hereafter
arising or incurred pursuant to or in connection with this Agreement or any
Transaction Document. Each Company further agrees and reaffirms that the
Transaction Documents to which it is a party now apply to all obligations as
modified hereby (including, without limitation, all additional obligations
hereafter arising or incurred pursuant to or in connection with this Agreement
or any Transaction Document). Each such party (a) further acknowledges receipt
of a copy of this Agreement and all other agreements, documents, and
instruments executed or delivered in connection herewith, (b) consents to
the terms and conditions of same, and (c) agrees and acknowledges that each of 


9





the
Transaction Documents, as modified hereby, remains in full force and effect and
is hereby ratified and confirmed. Except as expressly provided herein, the
execution of this Agreement shall not operate as a waiver of any right, power
or remedy of any Lender or the Agent, nor constitute a waiver of any provision
of any of the Transaction Documents nor constitute a novation of any of the
obligations under the Transaction Documents. 


          10. Reference
to and Effect Upon the Transaction Documents.


                    (a)
Except as specifically amended hereby, all terms, conditions, covenants,
representations and warranties contained in the Transaction Documents, and all
rights of the Lenders and the Agent and all of the obligations under the
Transaction Documents, shall remain in full force and effect. Each Company
hereby confirms that the Transaction Documents are in full force and effect,
and that no Company has any right of setoff, recoupment or other offset or any
defense, claim or counterclaim with respect to any Transaction Document or the
Companies’ obligations thereunder.


                    (b)
Except as expressly set forth herein, the execution, delivery and effectiveness
of this Agreement and any consents or waivers set forth herein shall not
directly or indirectly: (i) create any obligation to make any further loans or
to continue to defer any enforcement action after the occurrence of any Event
of Default (including, without limitation, any Forbearance Default); (ii)
constitute a consent or waiver of any past, present or future violations of any
provisions of this Agreement and the Transaction Documents; (iii) amend, modify
or operate as a waiver of any provision of any Transaction Document or any
right, power or remedy of any Lender or the Agent; (iv) constitute a consent to
any merger or other transaction or to any sale, restructuring or refinancing
transaction; or (v) constitute a course of dealing or other basis for altering
any obligations under the Transaction Documents or any other contract or
instrument. Except as expressly set forth herein, each Lender and the Agent
reserve all of their rights, powers, and remedies under the Transaction
Documents and applicable law. All of the provisions of the Transaction
Documents, including, without limitation, the time of the essence provisions,
are hereby reiterated, and if ever waived previously, are hereby reinstated.


                    (c)
From and after the Forbearance Effective Date, (i) the term “Agreement” in the
Financing Agreement, and all references to the Financing Agreement in any
Transaction Document shall mean the Financing Agreement, as amended by this
Agreement, and (ii) the term “Transaction Documents” defined in the Financing
Agreement shall include, without limitation, this Agreement and any agreements,
instruments and other documents executed or delivered in connection herewith.


                    (d)
Neither any Lender nor the Agent has waived, is by this Agreement waiving, or
has any intention of waiving (regardless of any delay in exercising such rights
and remedies), any Event of Default or Forbearance Default which may be
continuing on the date hereof or any Event of Default (including, without limitation,
any Second Forbearance Event of Default) or Forbearance Default which may occur
after the date hereof (whether the same or similar to the Second Forbearance
Events of Defaults or otherwise). Neither any Lender nor the Agent has agreed
to forbear with respect to any of its rights or remedies concerning any Event
of Default or Forbearance Default (other than, during the Forbearance Period,
the Second 


10





Forbearance
Events of Default solely to the extent expressly set forth herein), which may
have occurred or are continuing as of the date hereof, or which may occur after
the date hereof.


                    
(e) Each Company agrees and acknowledges that the Lenders’ and the Agent’s
agreement to forbear from exercising certain of their default-related rights
and remedies with respect to the Second Forbearance Events of Default during
the Forbearance Period does not in any manner whatsoever limit the Lenders’ or
the Agent’s right to insist upon strict compliance by the Companies with this
Agreement or any Transaction Document during the Forbearance Period, except as
expressly set forth herein.


                    
(f) This Agreement shall not be deemed or construed to be a satisfaction,
reinstatement, novation or release of the Transaction Documents.


          11. Costs
and Expenses. In addition to, and not in lieu of, the terms of the
Transaction Documents relating to the reimbursement of the Lenders’ and the
Agent’s fees and expenses, the Companies shall reimburse each Lender and the
Agent, as the case may be, promptly on demand for all fees, costs, charges and
expenses, including the fees, costs and expenses of counsel and other expenses
incurred in connection with this Agreement and any other agreements and
documents executed or delivered in connection with this Agreement.


          12. Governing
Law; Jurisdiction. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by the
internal 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. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting
in Chicago, Illinois, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding
is improper. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it
under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner
permitted by law.


          13. No
Strict Construction. The language used in this Agreement will be deemed to
be the language chosen by the parties to express their mutual intent, and no
rules of strict construction will be applied against any party.


          14. 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. Signatures of the parties hereto transmitted by facsimile or
by electronic media or similar means shall be deemed to be their original
signature for all purposes.


11






          15.
Agent and Lenders are Creditors Only. Neither for purposes of this
Agreement nor otherwise has either any Lender or the Agent agreed or consented
to be an agent, principal, participant, joint venturer, partner,
instrumentality or alter ego of any of the Companies. Neither any Lender nor
the Agent is, or shall be deemed to be, in control of any of the Companies, its
respective operations or properties, nor is any Lender or the Agent acting as a
“responsible person” with respect to the operation and management of any of the
Companies or its respective properties.


          16.
Severability. The invalidity, illegality, or unenforceability of any
provision in or obligation under this Agreement in any jurisdiction shall not
affect or impair the validity, legality, or enforceability of the remaining
provisions or obligations under this Agreement or of such provision or
obligation in any other jurisdiction. If feasible, any such offending provision
shall be deemed modified to be within the limits of enforceability or validity;
provided
that if the offending provision cannot be so modified, it shall be stricken and
all other provisions of this Agreement in all other respects shall remain valid
and enforceable.


          17.
Time of Essence. Time is of the essence in the performance of each of
the obligations of the Companies hereunder and with respect to all conditions
to be satisfied by such parties.


          18.
No Other Creditor Action. The Lenders’ and the Agent’s agreement to
forbear hereunder are expressly conditioned upon (i) the holders of the
Affiliate Notes refraining from taking any Enforcement Action (as defined in
each of the Affiliate Subordination Agreements) and (ii) all other creditors of
the Companies (including, without limitation, trade creditors and subordinated
secured and unsecured creditors) having a valid claim in excess of $100,000
refraining from accelerating such claim or otherwise taking any action against
any Company or the Collateral to collect the full amount of its claim (including,
without limitation, acceleration of indebtedness) during the Forbearance Period
to collect its claim. In the event that any such creditor takes any such action
(any such action, a “Subordinated Creditor Action”), the
Forbearance Period shall immediately terminate, without notice or demand.
Subject to the limitations set forth in Section 6(b) hereof, the Companies may
continue to make payments to such creditors in the ordinary course of business
during the Forbearance Period.


          19.
Further Assurances. The parties hereto shall do and perform, or
cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and
documents, as any other party may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby.


          20.
Headings. The headings of this Agreement are for
convenience of reference and shall not form part of, or affect the
interpretation of, this Agreement.


          21.
Notices. All notices, requests, and demands to or upon the respective
parties hereto shall be given in accordance with the Financing Agreement.


          22.
Reserved. 


12





          23.
Waivers by the Companies. EACH COMPANY HEREBY WAIVES (A) IF THIS
AGREEMENT IS FOUND NOT TO BE SUBJECT TO ARBITRATION, THE RIGHT TO TRIAL BY JURY
IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR
RELATED TO THIS AGREEMENT, ANY TRANSACTION DOCUMENTS, THE OBLIGATIONS UNDER THE
TRANSACTION DOCUMENTS OR THE COLLATERAL; (B) PRESENTMENT, DEMAND AND PROTEST,
AND NOTICE OF PRESENTMENT, PROTEST, DEFAULT, NONPAYMENT, MATURITY, RELEASE WITH
RESPECT TO ALL OR ANY PART OF THE OBLIGATIONS UNDER THE TRANSACTION DOCUMENTS
OR ANY COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS,
CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY THE LENDER OR THE AGENT ON
WHICH ANY COMPANY MAY IN ANY WAY BE LIABLE AND HEREBY RATIFIES AND CONFIRMS WHATEVER
THE LENDER OR THE AGENT MAY DO IN THIS REGARD; (C) NOTICE (INCLUDING ALL
NOTICES REQUIRED UNDER THE UCC) PRIOR TO TAKING POSSESSION OR CONTROL OF THE
COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR
TO ALLOWING THE LENDER OR THE AGENT TO EXERCISE ANY OF THEIR RESPECTIVE RIGHTS
AND REMEDIES; (D) THE RIGHT TO NOTIFICATION OF DISPOSITION OF COLLATERAL UNDER
SECTION 9-611 OF THE UCC (AND EACH COMPANY AGREES THAT IT HAS AUTHORIZED SUCH
WAIVER IN ACCORDANCE WITH SECTION 9-624 OF THE UCC); (E) ALL RIGHTS TO REDEEM
COLLATERAL UNDER SECTION 9-623 OF THE UCC (AND EACH COMPANY AGREES THAT IT HAS
THE AUTHORIZED SUCH WAIVER IN ACCORDANCE WITH SECTION 9-624 OF THE UCC), (F)
THE BENEFIT OF ALL VALUATION, APPRAISEMENT AND EXEMPTION LAWS AND ALL RIGHTS
WAIVABLE UNDER ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE; (G) ANY RIGHT ANY
COMPANY MAY HAVE UPON PAYMENT IN FULL OF THE OBLIGATIONS UNDER THE TRANSACTION
DOCUMENTS TO REQUIRE THE LENDER OR THE AGENT TO TERMINATE ITS SECURITY INTEREST
IN THE COLLATERAL OR IN ANY OTHER PROPERTY OF ANY COMPANY UNTIL TERMINATION OF
THE FINANCING AGREEMENT IN ACCORDANCE WITH ITS TERMS AND THE EXECUTION BY THE
COMPANIES, AND BY ANY PERSON WHO PROVIDES FUNDS TO THE COMPANIES WHICH ARE USED
IN WHOLE OR IN PART TO SATISFY THE OBLIGATIONS UNDER THE TRANSACTION DOCUMENTS,
OF AN AGREEMENT INDEMNIFYING THE LENDERS AND THE AGENT FROM ANY LOSS OR DAMAGE
ANY SUCH PARTY MAY INCUR AS THE RESULT OF DISHONORED CHECKS OR OTHER ITEMS OF
PAYMENT RECEIVED BY SUCH PARTY FROM THE COMPANIES, OR ANY ACCOUNT DEBTOR AND
APPLIED TO THE OBLIGATIONS AND RELEASING AND INDEMNIFYING, IN THE SAME MANNER
AS DESCRIBED IN SECTION 7 OF THIS AGREEMENT, THE RELEASEES FROM ALL CLAIMS
ARISING ON OR BEFORE THE DATE OF SUCH TERMINATION STATEMENT; AND (H) NOTICE OF
ACCEPTANCE HEREOF, AND THE COMPANIES EACH ACKNOWLEDGES THAT THE FOREGOING
WAIVERS ARE A MATERIAL INDUCEMENT TO THE AGENT’S AND LENDERS’ ENTERING INTO
THIS AGREEMENT AND THAT SUCH PARTIES ARE RELYING UPON THE FOREGOING WAIVERS IN
THEIR FUTURE DEALINGS WITH THE COMPANIES. EACH OF THE COMPANIES WARRANTS AND
REPRESENTS THAT IT HAS REVIEWED THE FOREGOING WAIVERS WITH ITS LEGAL COUNSEL
AND 


13





HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL
RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION,
THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


          24.
Assignments; No Third Party Beneficiaries. This Agreement shall be
binding upon and inure to the benefit of each of the Companies, the Lenders,
the Agent and their respective successors and assigns; provided that no Company
shall be entitled to delegate any of its duties hereunder and shall not assign
any of its rights or remedies set forth in this Agreement without the prior
written consent of the Agent in its sole discretion. No Person other than the
parties hereto (and in the case of Section 7 hereof, the Releasees) shall have
any rights hereunder or be entitled to rely on this Agreement and all
third-party beneficiary rights (other than the rights of the Releasees under
Section 7 hereof) are hereby expressly disclaimed.


          25.
Final Agreement. This Agreement sets forth in full the terms of
agreement between the parties hereto with respect to the forbearance, and is
intended to be the full, complete, and exclusive contract governing those
matters, superseding all other discussions, promises, representations,
warranties, agreements, and understandings between the parties with respect
thereto. No term of this Agreement may be modified or amended, nor may any
rights thereunder be waived, except in a writing signed by the party against
whom enforcement of the modification, amendment, or waiver is sought. Any
waiver of any condition in, or breach of, any of the foregoing in a particular
instance shall not operate as a waiver of other or subsequent conditions or
breaches of the same or a different kind. The Lenders or the Agent’s exercise
or failure to exercise any rights or remedies under any of the foregoing in a
particular instance shall not operate as a waiver of its right to exercise the
same or different rights and remedies in any other instances. There are no oral
agreements among the parties hereto that are inconsistent with the terms of
this Agreement.


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


14






          IN
WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed on the day and year first above written.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 COMPANIES:

 
	
  

 	
  

 	
  

 
	
  

 	
 WAVE2WAVE COMMUNICATIONS, INC.,
 a Delaware corporation

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Eric
 Mann

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
 Eric Mann

 
	
  

 	
  

 	

 


 
	
  

 	
 Title:

 	
 Chief
 Financial Officer

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 RNK, INC., a
 Massachusetts corporation

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Eric
 Mann

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
 Eric Mann

 
	
  

 	
  

 	

 


 
	
  

 	
 Title:

 	
 Chief
 Financial Officer

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 WAVE2WAVE VOIP COMMUNICATIONS, LLC,
 a Delaware limited liability company

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Eric
 Mann

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
 Eric Mann

 
	
  

 	
  

 	

 


 
	
  

 	
 Title:

 	
 Chief
 Financial Officer

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 WAVE2WAVE DATA COMMUNICATIONS, LLC,
 a Delaware limited liability company

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Eric
 Mann

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
 Eric Mann

 
	
  

 	
  

 	

 


 
	
  

 	
 Title:

 	
 Chief Financial
 Officer

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 WAVE2WAVE COMMUNICATIONS MID-WEST REGION,
 LLC, a Delaware limited liability company

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Eric
 Mann

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
 Eric Mann

 
	
  

 	
  

 	

 


 
	
  

 	
 Title: 

 	
 Chief
 Financial Officer

 
	
  

 	
  

 	

 


 



Second Forbearance Agreement and Amendment









	
  

 	
  

 	
  

 
	
  

 	
 RNK VA, LLC, a Virginia limited liability company

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Eric
 Mann 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
 Eric Mann 

 
	
  

 	
  

 	

 


 
	
  

 	
 Title:

 	
 Treasurer

 
	
  

 	
  

 	

 


 






	
  

 	
  

 	
  

 
	
  

 	
 AGENT:

 
	
  

 	
  

 	
  

 
	
  

 	
 VICTORY PARK MANAGEMENT, LLC

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Matthew
 Ray

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:
 Matthew Ray

 
	
  

 	
 Title:
 Manager

 
	
  

 	
  

 	
  

 
	
  

 	
 LENDERS: 

 
	
  

 	
  

 
	
  

 	
 VICTORY PARK SPECIAL SITUATIONS MASTER FUND, LTD.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 Victory Park Capital Advisors, LLC 

 
	
  

 	
 Its:

 	
 Investment Manager

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Scott R.
 Zemnick

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Scott
 R. Zemnick

 
	
  

 	
 Title:
 General Counsel

 
	
  

 	
  

 	
  

 
	
  

 	
 VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 Victory Park Capital Advisors, LLC 

 
	
  

 	
 Its:

 	
 Investment Manager

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Scott R.
 Zemnick

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: Scott
 R. Zemnick

 
	
  

 	
 Title:
 General Counsel

 



Second Forbearance Agreement and Amendment





EXHIBIT A


Events of Default


	
  

 	
  

 
	
 1.

 	
 An Event of
 Default under Section 10.1(f) as a result of the failure of Credit Parties to
 comply with the Leverage Ratio covenant set forth in Section 8.1(b) for the
 month ending February 28, 2010. 

 
	
  

 	
  

 
	
 2.

 	
 An Event of
 Default under Section 10.1(f) as a result of the failure of Credit Parties to
 comply with the Fixed Charge Coverage Ratio covenant set forth in Section
 8.1(c) for the month ending February 28, 2010. 

 
	
  

 	
  

 
	
 3.

 	
 An Event of
 Default under Section 10.1(f) as a result of the failure of Credit Parties to
 comply with the EBITDA covenant set forth in Section 8.1(e) for the month
 ending February 28, 2010. 

 



Second Forbearance Agreement and Amendment