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 AGREEMENTS (DEFINED BELOW)


6% SECURED PROMISSORY NOTE


	
  

 	
  

 
	
 September 21,
 2010

 	
 US$____________

 


WAVE2WAVE COMMUNICATIONS, INC.


          Wave2Wave
Communications, Inc., a Delaware corporation (“Wave2Wave”), and RNK, Inc., a
Massachusetts corporation (together with Wave2Wave and their respective
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 _____________________
and 00/100 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.


          Concurrently,
herewith, the Noteholder 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 6% Secured Promissory Note (the “Original Note”) dated
October 12, 2007 in an original principal amount of $___________, which is one
of the notes (the “Original Notes”) referred to in Section
2.2(a)(iii) of that certain Amended and Restated Stock Purchase Agreement,
dated as of October 12, 2007, 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 6% Secured Promissory Note (this “Note”) represents the principal amount
of the Original Note, after giving effect to the Equity Exchange and 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 replacing the other
Original 





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.


          “Greystone/Mennen
Debt” means the Senior Debt as defined in the Greystone/Mennen
Subordination Agreement.


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          “Greystone/Mennen
Subordination Agreement” means that certain Subordination
Agreement among Lender, Noteholders and Buyer dated January 25, 2008, as
amended by that certain Reaffirmation and Agreement dated as of September __,
2010, by and among the Lender and the Noteholders.


          “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).


          “Prepayment”
shall have the meaning set for the in Section 2(e).


          “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.


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


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


          “Senior
Debt” means collectively the VPC Debt and the Greystone/Mennen
Debt.


          “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 dated October 12, 2007.


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


          “Subordination
Agreements” means collectively the Mennen Subordination
Agreement and the VPC Subordination Agreement.


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


          “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.


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


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          “VPC Debt”
means the Senior Debt as defined in the VPA Subordination Agreement.


          “VPC
Subordination Agreement” means that certain Subordination and
Intercreditor Agreement dated as of September 8, 2009 by and among the
Noteholders, the Buyer and Victory Park Management, LLC.


          2.
Terms of Payment.


                    (a)
Subject to the terms of the Subordination Agreements, all of the principal
outstanding under this Note and accrued and unpaid interest due and payable
thereon shall be due and payable upon the earlier to occur of (i) the February
28, 2011 and (ii) the date that the Buyer consummates its initial public
offering of its Common Stock.


                    (b)
All payments, including Prepayment or payments of Excess Cash Flow, shall be
applied first to accrued interest and the balance, if any, to principal.


                    (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.
Subject to the terms of the Subordination Agreements, the Buyer may prepay all
or a portion of the Balance (a “Prepayment”) 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.


                    (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 2f(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 lees 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. Subject to the terms and provisions of the
Subordination Agreements, 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.


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          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:


                              (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,


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                              (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; 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.


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          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 thereto.


          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, as such agreements have been
amended, modified or supplemented. 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 the Subordination Agreements.


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


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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.


          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.

 
	
  

 	
  

 	
  

 
	
  

 	
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 RNK, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
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