Exhibit 10.85


FIFTH FORBEARANCE AGREEMENT


          This
Fifth Forbearance Agreement (as amended, restated, supplemented or otherwise
modified from time to time, this “Agreement”) is made and entered into as of
July 1, 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 21, 2010, the Companies, Agent and Lenders entered into that certain
Fourth Forbearance Agreement (the “Fourth 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 Third Forbearance Agreement
dated as of May 11, 2010 by and among Companies, Agent and Lenders (as amended,
restated, supplemented or otherwise modified from time to time, 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 June 11, 2010, (i) the Forbearance Period under
and as defined in the Fourth Forbearance Agreement terminated and (ii) the
Lenders and the Agent were permitted to 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. 


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                    (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
(including, without limitation, the failure of the Companies to make any
payment required to be made pursuant to Section 4 hereof on or prior to the
dates specified in Section 4 hereof); (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; (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 19 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, (ii) the termination of the Forbearance
Period following notice to the Companies by the Agent of the Agent’s
dissatisfaction with any material action taken by the Chief Strategic Officer
or the Strategic Advisor, as the case may be, which if capable of being
corrected or remedied has not been corrected or remedied promptly after notice
thereof from the Agent or (iii) 5:00 p.m. (Chicago time) on August 16,
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
(including, without limitation, outstanding forbearance 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. 


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                    (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.
Payments. 


                    (a)
Companies hereby consent and agree to pay to Agent in cash (in the amounts and
on the dates set forth in clause (b) below) an aggregate amount of $1,300,000,
consisting of (a) $827,700 in accrued, unpaid and prepaid interest through and
including August 16, 2010 (pro rata among all Lenders) (the “Interest
Payment”), (b) $125,000 (which equals that portion of the
Forbearance Fee (as defined in the Fourth Forbearance Agreement) that is
earned, accrued and unpaid as of the date hereof (the “Forbearance Fee”), (c)
$15,000 in Maintenance Fees for the months of June, July and August 2010 (the “Management
Fee”), (d) a deposit in the amount of $150,000 which may be used by
Agent to pay costs and expenses hereafter arising (the “Expense Deposit”)and
(e) $182,300 to be applied to reduce the principal balance of the Term Note
(the “Principal
Payment”). At the time of repayment in full in cash of all
Obligations, if any portion of the Expense Deposit has been paid pursuant to
the terms hereof and not been used to pay costs and expenses of the Agent and
the Lenders, such unutilized portion shall be applied to reduce the outstanding
Obligations.


                    (b)
The amounts set forth above shall be paid as follows:


                              (i)
A payment in the amount of $250,000 shall be made on July 1, 2010, which amount
shall be used to pay the Forbearance Fee in full, the Management Fee in full
and a portion of the Expense Deposit in the amount of $110,000 (and each of the
parties hereby agree that this Agreement shall not become effective until such
amounts have been paid in cash);


                              (ii)
A payment in the amount of $350,000 shall be made on or prior to July 15, 2010,
which amount shall be used to pay the remaining portion of the Expense Deposit
until paid in full and a portion of the Interest Payment;


                              (iii)
A payment in the amount of $350,000 shall be made on or prior to July 30, 2010,
which amount shall be used to pay a portion of the Interest Payment; and


                              (iv)
A payment in the amount of $350,000 shall be made on or prior to August 16,
2010, which amount shall be used to pay the remaining portion of the Interest
Payment until paid in full and the Principal Payment in full. 


          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 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


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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.


                    (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.


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                    (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)
Koch Employment Agreement. On or prior to July 2, 2010, the Credit
Parties shall deliver to Agent evidence that the employment contract with
Richard Koch has been extended for a period of 30 days following the
Forbearance Effective Date pursuant to documentation in form and substance
satisfactory to Agent in its sole discretion.


                    (b)
Chief Strategic
Officer. Without limiting
any rights Agent or any Lender may have, at law or in equity or under any
Transaction Document, on or prior to July 2, 2010, the Credit Parties shall
appoint Richard Koch as an officer of the company (in such capacity, the “Chief
Strategic Officer”), who shall report to the Strategic Advisor and
who shall have (i) full authority to direct, manage, perform, control,
implement and make all decisions with respect to the Companies’ financial,
operational and managerial affairs, cost restructurings, personnel management,
asset management and disposition, accounting function, bank and commercial
relationship management, and all other aspects of the business, in each case,
in such manner as the Chief Strategic Officer deems necessary or appropriate;
provided that the Strategic Advisor
shall consult with members of senior management of the Borrower, including the
Borrower’s Chief Financial Officer and Andrew Bressman as needed and
(ii) such other duties and responsibilities as are determined by the Strategic
Advisor; provided that, the Chief Strategic Officer shall not have the
authority to dismiss the Borrower’s Chief Financial Officer or Andrew
Bressman..


                    (c)
Chief Strategic Officer Recommendations. On or prior to July 14, 2010,
the Credit Parties shall deliver to Agent (after consultation with Borrowers’
Chief Financial Officer and Andrew Bressman) a written report from the Chief
Strategic Officer which shall be in form and substance satisfactory to Agent
and shall, in any event, set forth (i) the Chief Strategic Officer’s detailed
recommendations for monetizing the value of the Companies and their assets and
(ii) the Chief Strategic Officer’s detailed recommendations for implementing
cost cutting strategies and head count reductions including, without
limitation, those certain strategies and reductions previously identified to
Agent.


                    (d)
Strategic Advisor. Without limiting any rights Agent or any Lender may
have, at law or in equity or under any Transaction Document, on or prior to
July 7, 2010, the Credit Parties shall hire and thereafter retain a strategic
advisor or similar Person acceptable to the Agent on terms and conditions
reasonably acceptable to Agent and the Companies (the “Strategic Advisor”).


                    (e)
Cash Management. Each Credit Party hereby agrees that during the
Forbearance Period, with respect to all deposit accounts, securities accounts
and other accounts


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owned and controlled by
any Credit Party, the only Persons permitted to write checks or otherwise
withdraw (or direct the withdrawal of) cash from such accounts shall be the
Chief Strategic Officer (in his capacity as such) and the Strategic Advisor. 


                    (f)
Cash Flow Sweep. On the Forbearance Effective Date and on each day
thereafter during the Forbearance Period, the Credit Parties shall pay to Agent
in cash in immediately available funds an amount equal to the sum of (i) (a)
available cash in all deposit accounts, securities accounts and all other
accounts owned by Wave (including, without limitation, account numbers
10021929954, 10021929962, 10021929970, 10021929988, 10021929996, 10021930002
and 10021930028 maintained at Sovereign Bank), less (b) $250,000 and (ii)
available cash in all deposit accounts, securities accounts and all other
accounts owned by RNK (including, without limitation, account number 1255222603
maintained at Citibank, N.A. and account numbers 60600020030, 63904953971,
63904953989, 63904953997, 63904956909, 63904954003, 75860032277 and 75860038779
maintained at Sovereign Bank), less (b) $1,000,000; provided however, such
amounts shall be reduced by all payments made pursuant to Section 4 of this
Agreement. All amounts paid pursuant to this clause (d) shall be applied to
fees, expenses, interest and principal due and owing under the Transaction
Documents (pro rata among the Lenders). Notwithstanding the foregoing, if Chief
Strategic Officer determines in its good faith (and upon consultation with
Agent) that making the foregoing payments would cause material harm to the
business of the Companies, then, such payments shall not be required. 


                    (g)
Collateral Report. On June 30, 2010, the Credit Parties shall deliver a
report to Agent setting forth (in such detail and otherwise in form and
substance satisfactory to Agent): (i) a separate detailed aging of Borrowers’ accounts receivable and accounts
payable and (ii) a description and valuation of all tangible Collateral,
in each case, accompanied by such supporting documentation as Agent shall
request. 


                    (h)
Monthly Reporting. Notwithstanding the provisions set forth in Section
8.2(a) of the Financing Agreement to the contrary, the Credit Parties agree
that all financial deliveries described in such Section shall be delivered
within ten (10) days following the end of each month.


                    (i)
Blocked Accounts. Upon Agent’s receipt of a fully executed copy of this
Agreement and the cash payment described in Section 4(b)(i) hereof, Agent
agrees to rescind the blocked account notices distributed to Sovereign Bank and
Citibank, N.A. on or prior to the date hereof.


          7.
Cooperation and Access. Each Company shall at reasonable times and with
prior reasonable notice during normal business hours permit Agent to
visit and inspect any of the properties of the Companies, to examine the data,
books, files and records of the Companies (including personnel files) 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. In
furtherance of the foregoing, each Company
authorizes its officers, directors, management team and advisors to discuss
with, and otherwise provide documents and information to, the Agent, Lenders
and their respective advisors from time to time as reasonably requested by
Agent regarding the Collateral,


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the
sale processes described herein and/or the Companies’ financial affairs,
finances, financial condition, business and operations. Each Company hereby
waives and releases any such officer, director, employee and advisor from the
operation and provisions of any confidentiality agreement with such Company
such that such person or entity is not prohibited from providing any of the
foregoing information to Agent or Lenders in accordance with this subsection.
From and after the date hereof, each Company irrevocably authorize, and shall
cause their investment bankers, their financial advisors, consultants,
accountants and other advisors (collectively, the “Advisors”) to, upon
reasonable prior notice from Agent, consult with, and respond to the inquiries
of, the Agent, Lenders and their respective representatives concerning any and
all matters relating to the affairs, finances and businesses of the Companies,
the assets and capital stock of the Companies, any aspect of the marketing and
sale of the Business and/or assets and the Advisors’ activities related thereto
(including, without limitation, communications outside the presence of any
representatives of any Company). Notwithstanding the foregoing, no Person shall
be obligated by this subsection to disclose information protected by the
attorney-client, attorney work product or other privileges unless required
under applicable law and all information disclosed under this subsection shall
be subject to the confidentiality provisions set forth in the Financing
Agreement.


          8.
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 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


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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 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 8
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


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RESULT OF SUCH VIOLATION,
ALL ATTORNEYS’ FEES AND COSTS INCURRED BY ANY RELEASEE AS A RESULT OF SUCH VIOLATION.


          9.
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.


                    (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 


10





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.


          10.
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. 


          11.
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


11





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.


          12.
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, 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.


          13.
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


12





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.


          14.
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.


          15.
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.


          16.
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.


          17.
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.


          18.
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.


          19.
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


13





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.


          20.
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.


          21.
Headings. The headings of this Agreement are for
convenience of reference and shall not form part of, or affect the
interpretation of, this Agreement.


          22.
Notices. All notices, requests, and demands to or upon the respective
parties hereto shall be given in accordance with the Financing Agreement.


          23.
Reserved. 


          24.
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


14





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.


          25.
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.


          26.
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


15





other instances. There
are no oral agreements among the parties hereto that are inconsistent with the
terms of this Agreement.


          27.
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]


16





          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: Treasurer

 
	
  

 	
  

 
	
  

 	
 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 

 



17









	
  

 	
  

 
	
  

 	
 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 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

 


18