Exhibit 10.90


NOTE EXCHANGE AND MODIFICATION AGREEMENT


          This
NOTE
EXCHANGE AND MODIFICATION AGREEMENT (as amended, restated,
supplemented or otherwise modified from time to time, this “Agreement”) is
entered into as of September 21, 2010 by and among RNK HOLDING COMPANY, a
Massachusetts business trust (“RNK Holding”), HANOVER LEASING, LLC, a
Delaware limited liability company (“Hanover”), MR. DOUG DENNY-BROWN, an
individual (“Denny-Brown”), MR. NEAL HART, an individual (“Hart”),
MR. GLENN
POKRAKA, an individual (“Pokraka”), MR. JOHN SKINNER, an
individual (“Skinner”), and MR. FRED WEMYSS, an individual (together
with RNK Holding, Hanover, Denny-Brown, Hart, Pokraka and Skinner, each a “Subordinated
Creditor” and collectively the “Subordinated Creditors”), WAVE2WAVE
COMMUNICATIONS, INC., a Delaware corporation (together with its
successors and assigns, including any receiver, trustee or
debtor-in-possession, the “Borrower”) and each of the other Obligors
(as defined below).


R E C I T A L S


          A.
The Borrower, the “Guarantors” party thereto, Victory
Park Management, LLC, a Delaware limited liability company, as Agent for the
Senior Lenders, and Senior Lenders (as defined below) have entered into the
Senior Credit Agreement pursuant to which, among other things and in each case
subject to the terms and conditions set forth therein, Senior Lenders have
agreed to extend loans and other financial accommodations to the Borrower and
each of the other Obligors has agreed to guaranty the obligations of the
Borrower thereunder and under the other Senior Debt Documents (as defined
below). 


          B.
Prior to the date hereof, the Borrower has issued the
Subordinated Notes (as defined below) to the Subordinated Creditors and certain
of the other Obligors have agreed to guaranty the obligations of the Borrower
thereunder and under the other Subordinated Debt Documents (as defined below). 


          C.
The Borrower, the other Obligors (collectively with
the Borrower, the “Companies”), Agent and Senior Lenders have entered into a
series of forbearance agreements pursuant to which, among other things, the
Agent and Lenders have agreed to forbear from exercising rights and remedies
available to them as a result of certain events of default under the Senior
Credit Agreement (collectively, the “Existing Events of Default”), including,
without limitation, that certain Sixth Forbearance Agreement dated as of
September 21, 2010 (as amended, restated, supplemented or otherwise modified in
accordance with its terms, the “Sixth Forbearance Agreement”).





          D.
One of the conditions set forth in the Sixth
Forbearance Agreement to the continuing obligation of Agent and the Senior
Lenders to forbear from exercising their rights and remedies with respect to
the Existing Events of Default is, among other things, that (i) RNK Holding
agrees to exchange, with respect to its Subordinated Note, an amount of
principal due under its Subordinated Note equal to fifty (50%) percent of the
outstanding principal balance of the Subordinated Debt and an amount of
interest due under its Subordinated Note equal to fifty (50%) percent of the
accrued and unpaid interest on the Subordinated Debt, for newly issued shares
(the “Exchange
Shares”) of Common Stock $0.0001 par value per share of the Borrower
(the “Common
Stock”), based on a price of $5.00 per share (the “Exchange
Share Price”), and (ii) to amend and modify the terms of the
remaining Subordinated Debt as set forth herein.


          NOW,
THEREFORE, in order to induce Agent and Senior Lenders to continue to forbear
from exercising certain of their rights and remedies, and for other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties hereto hereby agree as follows:


          1.
Definitions.
To the extent not otherwise defined herein, the following terms shall
have the following meanings in this Agreement:


          “Agent”
shall mean Victory Park Management, LLC, as Agent for the Senior Creditors, or
any other Person appointed by the holders of the Senior Debt as administrative
agent for purposes of the Senior Debt Documents.


          “Bankruptcy
Code” shall mean Title 11 of the United States Code, as amended from
time to time and any successor statute and all rules and regulations promulgated
thereunder.


          “IPO”
has the meaning set forth in Section 3(b).


          “Obligor”
means the Borrower, each “Guarantor” party to the Senior Credit Agreement and
each other Person liable on or in respect of all or any part of the Obligations
or that has granted a Lien on any property or assets as Collateral, together
with each such Person’s successors and assigns, including a receiver, trustee
or debtor-in-possession on behalf of such Person.


          “Person”
means any natural person, corporation, general or limited partnership, limited
liability company, firm, trust, association, government, governmental agency or
other entity, whether acting in an individual, fiduciary or other capacity.


          “Proceeding”
means, as to any Obligor, any of the following: (a) any case or proceeding with
respect to such Person under the Bankruptcy Code or any other federal or state
bankruptcy, insolvency, reorganization or other law affecting creditors’ rights
or any other or similar proceedings seeking any stay, reorganization,
arrangement, 


2





composition or
readjustment of the obligations and indebtedness of such Obligor, (b) any
proceeding seeking the appointment of any trustee, receiver, liquidator,
custodian or other insolvency official with similar powers with respect to such
Obligor or any of its assets, (c) any proceeding for liquidation, dissolution
or other winding up of the business of such Obligor or (d) any assignment for
the benefit of creditors or any marshalling of assets of such Obligor.


          “Refinancing
Agent” means the agent or other person acting in an
agency capacity for the lenders with respect to any Refinancing Senior Debt.


          “Refinancing
Senior Debt” means the indebtedness of Borrower
incurred pursuant to any Refinancing Senior Debt Documents.


          “Refinancing
Senior Debt Documents” shall mean any financing documentation which
replaces the VPC Loan Documents and pursuant to which the Senior Debt under the
VPC Loan Documents is refinanced, as such financing documentation may be
amended, supplemented or otherwise modified from time to time.


          “Secured
Creditors” means the Senior Creditors and the Subordinated
Creditors, or any of them.


          “Senior
Credit Agreement” shall mean the Financing Agreement, dated as of
September 8, 2009, by and among the Obligors, the Agent and Senior Lenders (as
the same may be amended, restated, supplemented or otherwise modified from time
to time) and any successor loan, credit or financing agreement or note or
similar agreement or instrument pursuant to which the obligations under such
Financing Agreement (or its successor) are refinanced and replaced in whole or
in part, as such successor may be amended, restated, supplemented or otherwise
modified from time to time.


          “Senior
Creditors” means the Agent, the Senior Lenders and the other Persons
from time to time holding Senior Debt,


          “Senior Debt”
shall mean all obligations, liabilities and indebtedness of every nature of
each Obligor from time to time owed to Agent or any other Senior Creditor under
the Senior Debt Documents, including but not limited to the principal amount of
all debts, claims and indebtedness, accrued and unpaid interest and all fees,
expenses and reasonable costs, whether primary, secondary, direct, contingent,
fixed or otherwise, heretofore, now and from time to time hereafter owing, due
or payable, whether before or after the filing of a Proceeding under the
Bankruptcy Code together with (a) any amendments, modifications, renewals or
extensions thereof and (b) any interest accruing thereon after the commencement
of a Proceeding, without regard to whether or not such interest is an allowed
claim. Senior Debt shall be considered to be outstanding whenever any loan
commitment under the Senior Debt Document is outstanding.


3





          “Senior Debt
Documents” shall mean the VPC Loan Documents and, after any
refinancing of the Senior Debt under the VPC Loan Documents, the Refinancing
Senior Debt Documents.


          “Senior
Lenders” shall mean the “Lenders” from time to time party to the
Senior Credit Agreement.


          “Subordinated
Debt” shall mean all of the obligations of the Obligors to
Subordinated Creditors evidenced by or incurred pursuant to the Subordinated
Debt Documents.


          “Subordinated
Debt Documents” shall mean the Subordinated Notes, any guaranty with
respect to the Subordinated Debt and all other documents, agreements and
instruments now existing or hereinafter entered into in connection therewith or
evidencing or pertaining to all or any portion of the Subordinated Debt, in
each case as amended, supplemented or otherwise modified from time prior to the
date hereof.


          “Subordinated
Debt Exchange” has the meaning set forth in Section 2.


          “Subordinated
Notes” shall mean each of those certain 6% Secured Promissory Notes
dated as of October 12, 2007 issued by the Borrower to the Subordinated
Creditors, in each case as amended, supplemented or otherwise modified from
time to time prior to the date hereof.


          “Subordination
Agreement” means the Subordination and Intercreditor
Agreement dated as of September 8, 2009 by and among the Subordinated
Creditors, the Borrower and the Agent, as amended, supplemented or otherwise
modified from time to time.


          “UCC”
means the Uniform Commercial Code of any applicable jurisdiction and, if the
applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform
Commercial Code as in effect in the State of Illinois.


          “VPC Loan
Documents” shall mean the Senior Credit Agreement and all other
agreements, documents and instruments executed from time to time in connection
therewith, as the same may be amended, supplemented or otherwise modified from
time to time.


          2.
Subordinated Note Exchange.


                              (a)
RNK Holding agrees, on the date hereof, to exchange,
with respect to its Subordinated Note, an amount of principal due under its
Subordinated Note equal to fifty (50%) percent of the outstanding principal
balance of the Subordinated Debt, and fifty (50%) percent of the accrued and
unpaid interest on the Subordinated Debt, for the Exchange Shares for a
purchase price equal to $5.00 per share of Common 


4





Stock (the “Subordinated
Debt Exchange”). As to each
Subordinated Creditor, the current principal balance of its Subordinated Note
and accrued and unpaid interest thereon, is set forth on Exhibit A attached
hereto. In addition, the number of
Exchange Shares to be issued to RNK Holding pursuant to the Subordinated Debt
Exchange is also set forth on Exhibit A.


                              (b)
The Exchange Shares to be issued to RNK Holding shall
be evidenced by a newly issued stock certificate, to be issued and delivered
concurrently herewith, that shall include the following legend:


          THE
ISSUANCE AND SALE OF THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. THE
SHARES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM
REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER
SUCH ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SUCH
ACT. NOTWITHSTANDING THE FOREGOING, THE
SHARES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN OR FINANCING ARRANGEMENT SECURED BY THE SHARES, PROVIDED SUCH PLEDGE IS
MADE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS.


                              (c)
Concurrently herewith, the Borrower shall issue to
each Subordinated Creditor an Amended and Restated Subordinated Note (the “Amended
Subordinated Note”) in the remaining amount of the Subordinated Debt
(including accrued but unpaid interest through the date hereof) held by such
Subordinated Creditor after giving effect to the Subordinated Debt Exchange
consistent with Exhibit A hereto.


                              
(d) The Amended Subordinated Notes shall be of like
kind and tenor, in all material respects, to the existing Subordinated Notes,
as the case may be, with the sole exception that such Amended Subordinated Notes
shall provide for (i) a maturity date which shall be the earlier to occur of
(A) February 28, 2011, and (B) the date upon which the Borrower consummates an
initial public offering of its Common Stock; and (ii) and an interest rate of
six (6%) percent per annum, effective as of September 21, 2010. The general
form of Amended Subordinated Note shall be attached hereto as Exhibit B.


                              
(e) Notwithstanding anything in this Agreement to the
contrary, it is expressly understood and agreed by the parties hereto that the
consummation of the Subordinated Debt Exchange and the issuance of the Amended
Subordinated Notes shall 


5





not constitute
a waiver or release of the Subordinated Creditors claims against the Borrower
with respect to the costs and expenses incurred to date in connection with
efforts to collect amounts pursuant to, or enforce their rights with respect
to, the Subordinated Notes.


          3.
Acknowledgement of Subordinated Creditors. Each Subordinated Creditor hereby agrees and
acknowledges (for the benefit of Agent, the Senior Lenders and each Company) as
follows:


                              
(a) Each Subordinated Creditor hereby (i) ratifies and
reaffirms the continued subordination of the Subordinated Debt (including, all
Subordinated Debt evidenced by the Amended Subordinated Notes) to the Senior
Debt (including any Refinancing Senior Debt, which may be in a principal amount
reasonably greater than the Senior Debt outstanding under the VPC Loan
Documents) in accordance with, and its liabilities, obligations and agreements
under, the terms of the Subordination Agreement, (ii) acknowledges that (a) it
has no defenses, claims or setoffs to the enforcement by the Agent or the
Senior Lenders of the liabilities, obligations and agreements of such
Subordinated Creditor thereunder and (b) neither the Agent nor any Senior
Lenders waives, diminishes or limits any term or condition contained in the
Subordination Agreement and (iii) agrees that the Subordination Agreement, the
subordination effected thereby and the rights and obligations of the
Subordinated Creditors, the Agent, the Senior Lenders and the Obligors arising
thereunder shall not be affected, modified or impaired in any manner or to any
extent by the Sixth Forbearance Agreement, any other forbearance agreement or
the transactions contemplated thereby.


                              
(b)  Each
Subordinated Creditor agrees that, so long as Borrower is not in material
breach of its obligations hereunder, each Subordinated Creditor shall cooperate
with Borrower, the other Obligors and their respective designees to assist
Borrower in consummating, and shall not interfere with, Borrower’s refinancing
of the Senior Debt, or the consummation of an underwritten initial public offering
of Borrower’s shares of Common Stock pursuant to an effective registration
statement filed under the Securities Act (an “IPO”). Such cooperation and non-interference shall include, without
limitation, the execution and delivery by each Subordinated Creditor of a
subordination agreement with any lenders providing the Refinancing Senior Debt
with terms not materially less favorable to the Subordinated Creditor than
those set forth in the Subordination Agreement; but shall not include any
obligation (i) to agree to any modifications to the economic terms of the
Subordinated Debt that are materially less favorable to the Subordinated
Creditors than the economic terms applicable to the Subordinated Debt (as in
effect on the date hereof, after giving effect to this Agreement) or (ii) to
enter into any other agreement, the effect of which is to subordinate the
Subordinated Debt to the Refinancing Senior Debt in a manner materially less
favorable to the Subordinated Creditors than either (x) the subordination
provisions set forth in the Subordination Agreement (as in effect on the date
hereof) or (y) the subordination 


6





provisions
agreed to among the Refinancing Agent and the other subordinated creditors of
Borrower (other than the subordination provisions relating to any lien
priority). Each Subordinated Creditor
acknowledges that any such interference or lack of cooperation will cause
irreparable harm to the Agent and the Senior Lenders and shall entitle them to seek
injunctive relief in addition to any other remedies at law or equity to which
Agent or any Senior Lenders may be entitled.


          4.
Acknowledgement Regarding Subordinated Debt. The Obligors hereby agree and acknowledge
for the benefit of each of the Subordinated Creditors as follows:


                              
(a) Each of the Obligors hereby (i) ratifies and
reaffirms the continued validity and existence of the Subordinated Debt, (ii)
acknowledges that (a) it has no defenses, claims or setoffs to the enforcement
by the Subordinated Creditors of the Subordinated Debt, and (b) subject to the
Subordination Agreement, none of the Subordinated Creditors waives, diminishes
or limits any term or condition contained in the Subordinated Debt and (iii)
agrees that, except as expressly agreed to by the Subordinated Creditors
pursuant to this Agreement, the Subordinated Debt shall not be affected,
modified or impaired in any manner or to any extent by the Sixth Forbearance
Agreement, any other forbearance agreement or the transactions contemplated
thereby.


                              (b)
Each of the Obligors hereby agrees that it shall pay
(or cause Borrower to pay) all net proceeds from any IPO (after payment in full
of the Senior Debt and less the reasonable, actual costs and expenses including
underwriting commissions), of the IPO payable by the Borrower) to the
Subordinated Creditors; provided, that, in the event the net proceeds of an IPO
are insufficient to pay in full all of the Subordinated Debt (after payment in
full of the Senior Debt), the Obligors shall cooperate with the Subordinated
Creditors and all other secured creditors and their respective designees and
take all actions reasonably necessary or appropriate to cause Obligors to pay
in full the outstanding Subordinated Debt prior to any payment to any other
creditor, or payment of any bonus, deferred compensation, severance or similar
such payments.


          5.
Representations and Warranties.


                    5.1
Representations and Warranties of Subordinated Creditors. Each Subordinated Creditor hereby represents
arid warrants, severally and not jointly, to the Obligors, Agent and Senior
Creditors that as of the date hereof: (a) such Subordinated Creditor has the
power and authority to enter into, execute, deliver and carry out the terms of
this Agreement, all of which have been duly authorized by all proper and
necessary action; (b) the execution of this Agreement by such Subordinated
Creditor will not violate or conflict with the organizational documents of such
Subordinated Creditor, as applicable, any material agreement binding upon such
Subordinated Creditor or any law, regulation or order or require any consent or
approval which has not been obtained; (c) this Agreement is the legal, valid
and binding obligation of such Subordinated Creditor, enforceable against such
Subordinated Creditor in accordance with its terms, 


7





except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of creditors’
rights generally and by equitable principles; (d) such Subordinated Creditor is
the sole owner, beneficially and of record, of its Subordinated Debt Documents
and its Subordinated Debt; (e) no Person other than the Obligors is obligated
in respect of the Subordinated Debt or under any Subordinated Debt Documents;
and (f) the outstanding amount of the Subordinated Debt held by each
Subordinated Creditor as of the date hereof is identified on Exhibit A attached
hereto.


                    5.2
Representations and Warranties of the Obligors. Each Obligor hereby represents and warrants
and covenants to Agent, Senior Creditors and Subordinated Creditors that as of
the date hereof: (a) such Obligor is a registered organization duly formed and
validly existing under the laws of its state of organization; (b) such Obligor
has the power and authority to enter into, execute, deliver and carry out the
terms of this Agreement, all of which have been duly authorized by all proper
and necessary action; (c) the execution of this Agreement by such Obligor will
not violate or conflict with the organizational documents of such Obligor, any
material agreement binding upon such Obligor or any law, regulation or order or
require any consent or approval which has not been obtained; (d) this Agreement
is the legal, valid and binding obligation of such Obligor, enforceable against
such Obligor in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors’ rights generally or by
equitable principles; (e) immediately prior to the execution hereof, the
authorized capital shares of the Borrower will consist of 290,000,000 shares of
Common Stock, par value 0.0001 per share
of which 28,497,153 shares of Common Stock are issued and outstanding;
(f) except for options and warrants to purchase an aggregate of 4,166,354
shares of Common Stock there will not be, immediately prior to the execution
hereof, any outstanding options, warrants, rights (including conversion or
preemptive rights) or agreements for the purchase or acquisition from the
Borrower of any of its capital shares; (g)
the shares of Common Stock that are issued and outstanding immediately prior
to the execution hereof are duly and validly authorized, fully paid and
non-assessable, and, to the knowledge of Borrower, are issued in compliance
with all applicable state and federal laws concerning the issuance of
securities; (h) the Common Stock to be issued by the Borrower as Exchange
Shares, when issued and delivered in accordance with the terms of this
Agreement, will be duly and validly issued, fully paid and nonassessable and
will be free and clear of any liens or encumbrances other than the limitations
on transfer imposed by state and federal securities laws; and (i) Borrower has
not, prior to the date hereof, granted to Mennen any rights or privileges with
respect to shares of Common Stock held by Mennen including, without limitation,
any registration rights, redemption, dividend, liquidation preference,
exchange, or consent rights, by way of agreement, bylaw, charter amendment or
otherwise (collectively, “Investor Rights”) and, prior to offering or
granting any such Investor Rights to Mennen after the date hereof, the Borrower
will offer to each Subordinated Creditor the right to receive the 


8





same Investor
Rights to be offered or granted to Mennen on terms and conditions no less
favorable than those provided to Mennen.


          6.
Release.
IN CONSIDERATION OF, AMONG OTHER THINGS, THE EXECUTION AND DELIVERY OF
THIS AGREEMENT BY THE OBLIGORS AND THE SUBORDINATED CREDITORS, EACH OF THE
OBLIGORS AND THE SUBORDINATED CREDITORS
(EACH, A “RELEASOR”) HEREBY FOREVER AGREES AND COVENANTS NOT TO SUE OR
PROSECUTE AGAINST EACH OTHER AND THEIR RESPECTIVE AGENTS, REPRESENTATIVES,
OFFICERS, DIRECTORS, ADVISORS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, SUCCESSORS
AND ASSIGNS (COLLECTIVELY, THE “RELEASEES”) 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 DATE OF THIS AGREEMENT, THAT RELATE TO, ARISE OUT OF OR OTHERWISE
ARE IN CONNECTION WITH: (I) THE SENIOR DEBT AND THE SUBORDINATED DEBT AND 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 SUBORDINATED CREDITORS, ON THE
ONE HAND, AND THE OBLIGORS, ANY SENIOR CREDITOR OR ANY CURRENT OR PROSPECTIVE
LENDER OR FINANCING PARTY (E.G. CNH), ON THE OTHER HAND, RELATING TO ANY OR ALL
OF THE DOCUMENTS, TRANSACTIONS, ACTIONS OR OMISSIONS REFERENCED IN CLAUSE (I)
HEREOF. THE FOLLOWING RELEASE DOES NOT
AFFECT THE VALIDITY OR TERMS AND PROVISIONS OF ANY SUCH TRANSACTION DOCUMENTS
BY AND AMONG ANY OF THE RELEASORS AND RELEASEES. IN ENTERING INTO THIS AGREEMENT, EACH OBLIGOR AND SUBORDINATED
CREDITOR 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.


9





          7.
Miscellaneous.


                    7.1
Modification; Further Assurances.


                              
(a) Any modification or waiver of any provision of
this Agreement, or any consent to any departure by any party from the terms
hereof, shall not be effective in any event unless the same is in writing and
signed by RNK Holding and the Obligors (as applicable), and then such
modification, waiver or consent shall be effective only in the specific
instance and for the specific purpose given. Any notice to or demand on any
party hereto in any event not specifically required hereunder shall not entitle
the party receiving such notice or demand to any other or further notice or
demand in the same, similar or other circumstances unless specifically required
hereunder. By their signatures hereto, each of the Subordinated Creditors
hereby authorizes and directs RNK Holding to execute and deliver any such
modification, waiver or consent on its behalf.


                              
(b) Each party to this Agreement promptly will execute
and deliver such further instruments and agreements and do such further acts
and things as may be reasonably requested in writing by any other party hereto
that may be necessary or desirable in order to effect fully the purposes of
this Agreement.


                    7.2
Notices.
Unless otherwise specifically provided herein, any notice or other
communication delivered under this Agreement shall be in writing addressed to
the respective party as set forth below and may be personally served,
telecopied or sent by overnight courier service or certified or registered
United States mail and shall be deemed to have been given (a) if delivered in
person, when delivered; (b) if delivered by telecopy, on the date of transmission
if transmitted on a business day before 4:00 p.m. (Chicago time) or, if not, on
the next succeeding business day; (c) if delivered by overnight courier, one
business day after delivery to such courier properly addressed; or (d) if by
United States mail, four business days after deposit in the United States mail,
postage prepaid and properly addressed.


	
  

 	
  

 
	
  

 	
 Notices
 shall be addressed as follows:

 
	
  

 	
  

 
	
  

 	
 If to any
 Subordinated Creditor:

 
	
  

 	
  

 
	
  

 	
 c/o RNK
 Holding Company

 
	
  

 	
 333 Elm
 Street, Suite 310

 
	
  

 	
 Dedham,
 Massachusetts 02026

 
	
  

 	
 Attention:
 Richard Koch

 
	
  

 	
 Facsimile:
 (781) 297-2091

 
	
  

 	
  

 
	
  

 	
 With a copy
 to:

 


10









	
  

 	
  

 
	
  

 	
 Rich May, a
 Professional Corporation

 
	
  

 	
 176 Federal
 Street, Suite 600

 
	
  

 	
 Boston,
 Massachusetts 02110

 
	
  

 	
 Facsimile:
 (617) 556-3890

 
	
  

 	
 Attention:
 Eric J. Krathwohl, Esq.

 
	
  

 	
  

 
	
  

 	
 If to any
 Obligor:

 
	
  

 	
  

 
	
  

 	
 c/o
 Wave2Wave Communications, Inc.

 
	
  

 	
 433
 Hackensack Avenue, 5th Floor

 
	
  

 	
 Hackensack,
 New Jersey 07601

 
	
  

 	
 Facsimile:          (201)
 968-1886

 
	
  

 	
 Attention:          Eric
 Mann, Chief Financial Officer

 
	
  

 	
  

 
	
  

 	
 And with a
 copy (for informational purposes only) to:

 
	
  

 	
  

 
	
  

 	
 Cole,
 Schotz, Meisel, Forman & Leonard, P.A.

 
	
  

 	
 25 Main
 Street, Court Plaza North

 
	
  

 	
 Hackensack,
 New Jersey 07601

 
	
  

 	
 Facsimile:          (201)
 678-6271

 
	
  

 	
 Attention:          Marc
 P. Press, Esq.

 



or in any
case, to such other address as the party addressed shall have previously
designated by written notice to the serving party, given in accordance with
this Section 7.2.


                    7.3
Successors and Assigns. This Agreement and the
rights and benefits hereof shall inure to the benefit of, and shall be binding
upon, the respective successors and assigns of Subordinated Creditors and the
Obligors.


                    7.4
Conflict. In the event of any conflict between
any term, covenant or condition of this Agreement and any term, covenant or
condition of any of the Subordinated Debt Documents, the provisions of this
Agreement shall control and govern.


                    7.5
Headings. The paragraph headings used in this
Agreement are for convenience only and shall not affect the interpretation of
any of the provisions hereof.


                    7.6
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. Furthermore, such
counterparts may be delivered by facsimile or by electronic mail in “portable
document format” (or “pdf’), with any such counterpart delivered in such way
deemed an original.


11





                    7.7
Severability. In the event that any provision
of this Agreement is deemed to be invalid, illegal or unenforceable by reason
of the operation of any law or by reason of the interpretation placed thereon
by any court or governmental authority, the validity, legality and enforceability
of the remaining provisions of this Agreement shall not in any way be affected
or impaired thereby, and the affected provision shall be modified to the
minimum extent permitted by law so as most frilly to achieve the intention of
this Agreement.


                    7.8
Applicable Law. This Agreement shall be
governed by and shall be construed and enforced in accordance with the internal
laws of the State of Massachusetts, without giving effect to any choice of law
or conflict of law provision or rule that would cause the application of the
laws of any jurisdictions other than the State of Massachusetts.


12





                    7.9
CONSENT TO JURISDICTION. EACH
SUBORDINATED CREDITOR AND EACH OBLIGOR HEREBY CONSENTS TO THE JURISDICTION OF
ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF MASSACHUSETTS AND
IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING
TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. EACH SUBORDINATED CREDITOR
AND EACH OBLIGOR EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACH
SUBORDINATED CREDITOR AND EACH OBLIGOR HEREBY WAIVES PERSONAL SERVICE OF ANY
AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON IT
BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO
SUBORDINATED CREDITORS AND THE BORROWER AT THEIR RESPECTIVE ADDRESSES SET FORTH
IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE
SAME HAS BEEN POSTED. 


                    7.10
WAIVER OF JURY TRIAL. EACH
SUBORDINATED CREDITOR AND EACH OBLIGOR HEREBY WAIVES THEIR RESPECTIVE RIGHTS TO
A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT, ANY OF THE SUBORDINATED DEBT DOCUMENTS. EACH OBLIGOR ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL
INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE
WAIVER IN ENTERING INTO THIS AGREEMENT.
EACH SUBORDINATED CREDITOR AND EACH OBLIGOR WARRANTS AND REPRESENTS THAT
EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL,
AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.


- Remainder of page intentionally blank; signature pages follow -


13





          IN
WITNESS WHEREOF, each Subordinated Creditor and each
Obligor have caused this Agreement to be executed as of the date first above
written.


	
  

 	
  

 
	
  

 	
 BORROWER:

 
	
  

 	
  

 
	
  

 	
 WAVE2WAVE COMMUNICATIONS, 

 INC., a Delaware corporation

 

 By: /s/ Eric Mann

 
	
  

 	
 

 
	
  

 	
 Name: Eric Mann

 Its: Chief Financial Officer

 
	
  

 	
  

 
	
 SUBORDINATED CREDITORS:

 	
  

 
	
  

 	
  

 
	
 RNK HOLDING COMPANY,
 a 

 Massachusetts business trust

 

 By: /s/ Richard N. Koch

 Name: Richard N. Koch

 Title: Trustee

 	
 HANOVER LEASING, LLC,
 a Delaware 

 limited liability company

 

 By: /s/ Arthur P. Beecher

 Name: Arthur P. Beecher

 Title: President

 
	
  

 	
  

 
	
 MR. DOUG DENNY-BROWN,
 an 

 individual

 

 By: /s/ Doug Denny-Brown

 	
 MR. NEAL HART, an
 individual

 

 By: /s/ Neal Hart by Richard Koch

 
	
  

 	
  

 
	
 MR. GLENN POKRARA,
 an individual

 

 By: /s/ Glenn Pokrara

 	
 MR. JOHN SKINNER,
 an individual

 

 By: /s/ John Skinner

 
	
  

 	
  

 
	
 MR. FRED WEYMESS,
 an individual

 

 By: /s/ Fred Weymess

 	
  

 


14









	
  

 	
  

 
	
 OTHER OBLIGORS:

 	
  

 
	
  

 	
  

 
	
 RNK INC., a
 Massachusetts business trust

 

 

 

 By: /s/ Eric Mann

 Name: Eric Mann

 Title: Secretary and 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

 
	
  

 	
  

 
	
 RNK VA, LLC, a
 Virginia limited liability 

 company

 

 By: /s/ Eric Mann

 Name: Eric Mann

 Title Secretary and Treasurer

 	
  

 


15





EXHIBIT A


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Subordinated Creditor

 	
  

 	
  

 	
 Note Amounts

 	
  

 
	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Principal and Interest

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 I.

 	
  

 	
  

 	
 RNK Holding
 Company

 	
  

 	
 $

 	
 20,110,276.93

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Wellesly
 Leasing, LLC

 	
  

 	
 $

 	
 116,213.34

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Neal Hart

 	
  

 	
 $

 	
 552,636.35

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 John Skinner

 	
  

 	
 $

 	
 442,109.08

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Fredy Wemyss

 	
  

 	
 $

 	
 221,054.54

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Douglas
 Denny-Brown

 	
  

 	
 $

 	
 442,109.08

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Glenn
 Pokraka

 	
  

 	
 $

 	
 221,054.54

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Total

 	
  

 	
 $

 	
 22,105,453.86

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 II.

 	
  

 	
  

 	
 Amount of
 Principal and Interest to be exchanged by
RNK Holding Company -
 $11,052.727.00

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 III.

 	
  

 	
  

 	
 Number of
 Exchange Shares1 to
 be issued to RNK
Holding Company – 2,210,545

 	
  

 	
  

 	
  

 	
  

 






	
  

 
	

 


 



          1
The number of Exchange Shares equals (a) 50% of total of principal and interest
on all of the Notes, divided by (b) $5.00 per share.