Exhibit
10.84


FOURTH
FORBEARANCE AGREEMENT


          This
Fourth Forbearance Agreement (as amended, restated, supplemented or otherwise
modified from time to time, this “Agreement”) is made and entered into as of
May 21, 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., which notes (together with all of the rights, title and
interest thereunder) have been assigned to Victory Park Credit Opportunities
Master Fund, Ltd. (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 May 11, 2010, the Companies, Agent and Lenders entered into that certain
Third Forbearance Agreement (the “Third 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 “Third
Forbearance Events of Default” (as defined in the Third Forbearance
Agreement), including, without limitation, the Payment Maturity Default (as
defined in the Third Forbearance Agreement).


          D.
As of 5:00 pm (Chicago time) on the date hereof, (i) the Forbearance Period
under and as defined in the Third Forbearance Agreement will terminate 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.





          E.
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 Existing Events of Default (as hereinafter
defined) during the Forbearance Period (as hereinafter defined).


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


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


          H.
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)
“Existing
Events of Default” means, collectively, the Third Forbearance Events
of Default under and as defined in the Third Forbearance Agreement. 


                    (c)
“Forbearance
Default” means (i) the occurrence of any Event of Default other than
the Existing 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 warranty;


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(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.


                    (d)
“Forbearance
Effective Date” means, subject to satisfaction of the conditions set
forth in Section 4 hereof, the date hereof.


                    (e)
“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) 5:00 p.m. (Chicago time)
on June 11, 2010. 


                    (f)
“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. 


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


          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 Existing 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.
Conditions. This Agreement shall not become effective unless and until
Companies shall have paid in cash to Agent a portion of the Forbearance Fee (as
defined in Section 6 hereof) in an amount equal to $125,000. 


          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


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from exercising its
default-related rights and remedies against any Company or the Collateral
solely with respect to the Existing 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 Existing 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 Existing
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 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.


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                    (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.
Consultant. Borrower shall pay to Agent a fee in the amount of $250,000;
provided, however, in the event the Obligations are paid in full in cash on or
prior to the last day of the Forbearance Period, such fee shall be reduced to
$125,000 (such fee, the “Forbearance Fee”), which fee (i) shall be
fully earned upon the execution and delivery of this Agreement, (ii)
non-refundable, (iii) may be used by Agent for any purpose (including, without
limitation, for the purpose of hiring consultants and/or advisors
(collectively, the “Consultants”) to advise Agent with respect
to the operations of the Companies) and (iv) shall be due and payable as
follows: (x) a portion of the Forbearance Fee in an amount equal to $125,000
shall be paid in cash to Agent on the date hereof and (y) the remaining portion
of the Forbearance Fee (if any) in an amount equal to $125,000 shall be paid in
cash to Agent on the last day of the Forbearance Period. Each Company shall at reasonable times and with
prior notice permit Agent and each such Consultant to visit and inspect
any of the properties of the Companies, to examine the books and records of the
Companies (and to make copies thereof and extracts therefrom), to discuss the
affairs, finances and accounts of the Companies, to be advised as to the same
by their respective officers and advisors and to conduct examinations and
verifications.


          7.
General Release; Indemnity. 


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


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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 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


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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 Existing 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 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 Existing Events of Default, no
Event of Default has occurred or is continuing under this Agreement or any
other Transaction Document.


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                    (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 Existing 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 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.


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                    (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 Third Forbearance Event of Default) or Forbearance Default
which may occur after the date hereof (whether the same or similar to the
Existing 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 Existing 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 Existing 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 (without duplication
of any fees and expenses paid with the proceeds of the Forbearance Fee) each
Lender and the Agent, as the case may be,


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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.


          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.


10





          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. 


          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


11





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 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,


12





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.


          26.
Savings Clause. In no contingency or event shall the interest rate or
fees charged pursuant to the terms of this Agreement or any other Transaction
Document exceed the highest rate permissible under any law which a court of
competent jurisdiction shall, in a final determination, deem applicable hereto.
In the event that such a court determines that the Holders have received
interest and/or fees hereunder or any other Transaction Document in excess of
the highest applicable rate, the amount of such excess interest or fees shall
be applied against the principal amount then outstanding under the Notes to the
extent permitted by applicable law, and any excess interest or fees remaining
after such application shall be refunded promptly to the Borrower.


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


13





          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: /s/ Eric Mann

 
	
  

 	
 Title: Chief Financial
 Officer 

 
	
  

 	
  

 
	
  

 	
 RNK, INC., a Massachusetts corporation

 
	
  

 	
  

 
	
  

 	
 By: /s/ Eric Mann

 
	
  

 	
 Name: /s/ Eric Mann

 
	
  

 	
 Title: Treasurer

 
	
  

 	
  

 
	
  

 	
 WAVE2WAVE VOIP COMMUNICATIONS, LLC, a Delaware limited liability company

 
	
  

 	
  

 
	
  

 	
 By: /s/ Eric Mann

 
	
  

 	
 Name: /s/ Eric Mann

 
	
  

 	
 Title: Chief Financial
 Officer 

 
	
  

 	
  

 
	
  

 	
 WAVE2WAVE DATA COMMUNICATIONS, LLC, a Delaware limited liability company

 
	
  

 	
  

 
	
  

 	
 By: /s/ Eric Mann

 
	
  

 	
 Name: /s/ Eric Mann

 
	
  

 	
 Title: Chief Financial
 Officer 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 By: /s/ Eric Mann

 
	
  

 	
 Name: /s/ Eric Mann

 
	
  

 	
 Title: Chief Financial
 Officer 

 



14









	
  

 	
  

 
	
  

 	
 RNK VA, LLC, a Virginia limited liability company

 
	
  

 	
  

 
	
  

 	
 By: /s/ Eric Mann

 
	
  

 	
 Name: /s/ Eric Mann

 
	
  

 	
 Title: Treasurer

 
	
  

 	
  

 
	
  

 	
 AGENT:

 
	
  

 	
  

 
	
  

 	
 VICTORY
 PARK MANAGEMENT, LLC

 
	
  

 	
  

 
	
  

 	
 By: /s/ Matthew Ray

 
	
  

 	
 Name: Matthew Ray

 
	
  

 	
 Title: Manager

 
	
  

 	
  

 
	
  

 	
 LENDERS: 

 
	
  

 	
  

 
	
  

 	
 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

 


15