EXHIBIT 4.6


THIS
INSTRUMENT AND THE RIGHTS, REMEDIES AND OBLIGATIONS EVIDENCED HEREBY ARE
SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THOSE CERTAIN
SUBORDINATION AGREEMENTS (AS DEFINED BELOW).


AMENDED AND RESTATED TERM NOTE


	
  

 	
  

 
	
 $20,430,958.50

 	
 New York,
 New York

 
	
  

 	
 September
 21, 2010

 



          FOR
VALUE RECEIVED, the undersigned, WAVE2WAVE COMMUNICATIONS, INC. (the
“Borrower”), hereby unconditionally promises to pay to the order of WILMINGTON
TRUST COMPANY AND GEORGE JEFF MENNEN AS CO-TRUSTEES U/A/D NOVEMBER 25, 1970, AS
AMENDED FOR THE BENEFIT OF JOHN HENRY MENNEN (“Lender”), having an address at
c/o Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware
19890, or at such other place as the holder of this Term Note (“Term Note”) may
from time to time designate in writing, in lawful money of the United States of
America and in immediately available funds, the principal sum of Twenty Million
Four Hundred Thirty Thousand Nine Hundred Fifty Eight and 50/100 Dollars
($20,430,958.50). Concurrently, herewith, the Lender has exchanged (the “Equity
Exchange”) for shares of Common Stock of the Buyer, based on a price of $5.00
per share, 50% of the amount of principal and 50% of the amount of accrued and
unpaid interest outstanding under the (i) that certain Amended and Restated
Term Note dated as of even date herewith in the original face amount of
$34,000,000 issued by the Borrower to Wilmington Trust Company and George Jeff
Mennen, Co-Trustees U/A/D November 25, 1970 as amended for the benefit of John
Henry Mennen, (ii) that certain Amended and Restated Term Note dated as of even
date herewith in the original face amount of $1,700,000 issued by the Borrower
to Wilmington Trust Company and George Jeff Mennen, Co-Trustees U/A/D November
25, 1970 as amended for the benefit of John Henry Mennen, and (iii) that
certain Term Note as of even date herewith in the original face amount of
$3,500,000 issued by the Borrower to Wilmington Trust Company and George Jeff
Mennen, Co-Trustees U/A/D November 25, 1970 as amended for the benefit of John
Henry Mennen (such Term Notes being hereinafter referred to collectively as the
“Original Notes”). The Original Notes evidence the Term Loan Advances made by
the Lender to Borrower pursuant to the Loan and Security Agreement between
Borrower and Lender dated as of October 12, 2007 (as amended, supplemented or
otherwise modified from time to time, the “Loan Agreement”). This Amended and
Restated Term Note (“Term Note”) represents the principal amount of the Original
Notes after giving effect to the Equity Exchange and is subject to the terms
and provisions of the Loan Agreement. Capitalized terms used 






herein which
are not otherwise specifically defined herein shall have the meanings ascribed
to such terms in the Loan Agreement.


          The
outstanding principal balance of this Term Note shall be payable in full on the
Maturity Date. Prior thereto, the Term Note shall be repayable as set forth in
the Loan Agreement. Notwithstanding the foregoing, the repayment of this Note
and the rights, remedies and obligations evidenced hereby are subject to the
terms and provisions of (i) the Subordination and Intercreditor Agreement,
dated as of September 8, 2009, by and among, inter alia, the Wilmington Trust
Company and George Jeff Mennen as Co Trustees U/A/D November 25, 1970, as
amended for the benefit of John Henry Mennen, successor in interest to
Greystone Funding Corporation, Wave2Wave Communications, Inc., a Delaware
corporation, and Victory Park Management, LLC, a Delaware limited liability
company, as Agent for all senior creditors (as defined in the Subordination and
Intercreditor Agreement), as amended, modified or supplemented from time to
time, and (ii) the Subordination Agreement dated as of January 25, 2008, by and
among RNK Holding Company, Wellesley Leading, LLC, Doug Denny-Brown, Neal Hart,
Glenn Pokraka, John Skinner and Fred Weymass and Greystone Business Credit II,
L.L.C., as amended by the Reaffirmation and Amendment of Amended and Restated
Subordination Agreement dated as of September 21, 2010, as amended, modified or
supplemented from time to time (collectively, the “Subordination Agreements”).


          Borrower
further promises to pay interest on the outstanding principal amount hereof
from the date hereof until payment in full hereof at the per annum rate equal
to the Prime Rate in effect from time to time plus three and one quarter
percent (3.25%). Following the occurrence and during the continuance of an
Event of Default, the entire outstanding principal balance of this Term Note
shall, at Lender’s option, bear interest until paid in full at a per annum rate
equal to the interest rate applicable to the Term Loan from time to time in
effect plus two percent (2.00%). Until maturity, interest on the outstanding
principal amount hereof shall be payable in arrears on the first day of each
month, commencing November 1, 2007 and on the Maturity Date. After maturity,
whether by acceleration or otherwise, accrued interest shall be payable on
demand. Interest as aforesaid shall be charged for the actual number of days
elapsed over a year consisting of three hundred sixty (360) days on the actual
daily outstanding balance hereof. Changes in the interest rate provided for
herein which are due to changes in the Prime Rate shall be effective on the
date of the change in the Prime Rate.


          Notwithstanding
anything to the contrary contained herein, the aggregate of all interest
hereunder and charged or collected by Lender is not intended to exceed the
highest rate permissible under any applicable law, but if it should, such
interest shall automatically be reduced to the extent necessary to comply with
applicable law and Lender will refund to Borrower any such excess interest
received by Lender.


          Subject
to Section 7.2 of the Loan Agreement, Borrower may prepay the outstanding
principal balance hereof in whole or in part. Any partial prepayment of the 


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Term Loan
shall be applied to the unpaid installments of the Term Loan in the inverse
order of their maturities.


          Upon
and after the occurrence of an Event of Default, this Term Note may, at the
option of the Lender, and without demand, notice or legal process of any kind,
be declared, and immediately shall become, due and payable.


          Payments
received by Lender from Borrower on this Term Note shall be applied to the
Obligations as provided in the Loan Agreement.


          Presentment,
demand, protest and notice of presentment, demand, nonpayment and protest are
hereby waived by Borrower.


          THIS
TERM NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES
HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. If any
provision of this Term Note or the application thereof shall be held to be void
or unenforceable by any court of competent jurisdiction, such defect shall not
affect the remainder of this Term Note, which shall continue in full force and
effect. Whenever in this Term Note reference is made to Lender or Borrower,
such reference shall be deemed to include, as applicable, a reference to their
respective successors and assigns. The provisions of this Term Note shall be
binding upon Borrower and its successors and assigns, and shall inure to the
benefit of Lender and its successors and assigns.


	
  

 	
  

 	
  

 
	
  

 	
 WAVE2WAVE
 COMMUNICATIONS, INC.

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Eric I. Mann

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Eric I. Mann

 
	
  

 	
  

 	
 Title: Chief Financial Officer

 



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