Exhibit 10.89


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 THE WILMINGTON TRUST COMPANY AND GEORGE
JEFF MENNEN AS CO-TRUSTEES U/A/D NOVEMBER 25, 1970, AS AMENDED FOR THE BENEFIT
OF JOHN HENRY MENNEN, successor in interest to Greystone Funding
Corporation solely in its capacity as Lender under the Subordinated Debt
Documents (as defined below) (together with their respective successors and
assigns, the “Subordinated Creditor”), 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 (as defined below) 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 Creditor 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”), and 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 the Subordinated
Creditor agrees (i) to exchange fifty (50%) percent of the outstanding
principal amount of the Subordinated Debt (as defined below), and all accrued
and unpaid interest on such principal amount, 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.


          “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, 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, 


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(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
Senior Debt” has the meaning set forth in Section
3(a).


          “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.


          “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.


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          “Subordinated
Debt” shall mean all of the obligations of the Obligors to
Subordinated Creditor 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 (i) that certain Amended and Restated Term
Note dated as of September 8, 2009 in the original face amount of $34,000,000
issued by the Borrower to Wilmington Trust Company and George Jeff Mennen,
Co-Trustees U/A/D November 25, 1970 as amended for the benefit of John Henry
Mennen, (ii) that certain Amended and Restated Term Note dated as of September
8, 2009 in the original face amount of $1,700,000 issued by the Borrower to
Wilmington Trust Company and George Jeff Mennen, Co-Trustees U/A/D November 25,
1970 as amended for the benefit of John Henry Mennen, and (iii) that certain
Term Note dated as of September 8, 2009 in the original face amount of
$3,500,000 issued by the Borrower to Wilmington Trust Company and George Jeff
Mennen, Co-Trustees U/A/D November 25, 1970 as amended for the benefit of John
Henry Mennen, 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 Creditor,
the Company 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)
The Subordinated Creditor agrees, on the date hereof,
to exchange fifty (50%) percent of the outstanding principal balance of its
Subordinated Note, and fifty (50%) of all accrued and unpaid interest on the
Subordinated Debt, for the 


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Exchange
Shares for a purchase price equal to $5.00 per share of Common Stock (the “Subordinated
Debt Exchange”). The principal balance of its Subordinated Note,
accrued and unpaid interest thereon, and number of Exchange Shares to be issued
to the Subordinated Creditor pursuant to the Subordinated Debt Exchange is set
forth on Exhibit A attached hereto.


                    (b)
The Exchange Shares to be issued to the Subordinated
Creditor 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 the
Subordinated Creditor an Amended and Restated Subordinated Note (the “Amended
Subordinated Note”) in the remaining principal amount of the
Subordinated Debt held by the Subordinated Creditor after giving effect to the
Subordinated Debt Exchange.


          3.
Acknowledgement of Subordinated Creditor. The
Subordinated Creditor (for the benefit of Agent, the Senior Lenders and each
Company) hereby (i) ratifies and reaffirms the continued subordination of the
Subordinated Debt (including, all Subordinated Debt evidenced by the Amended
Subordinated Note) to the Senior Debt (including any Refinancing Senior Debt,
which may be in a principal amount 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 the 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 Creditor, the Agent, the Senior 


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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.


          4.
Representations and Warranties.


               4.1
Representations and Warranties of Subordinated Creditor.
The Subordinated Creditor hereby represents arid warrants, severally and not
jointly, to the Obligors, Agent and Senior Creditors that as of the date
hereof: (a) the 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 the Subordinated Creditor will not violate or conflict
with the organizational documents of the Subordinated Creditor, as applicable,
any material agreement binding upon the 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 the
Subordinated Creditor, enforceable against the Subordinated Creditor 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 and by equitable
principles; (d) the 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 the Subordinated Creditor as of the date hereof is identified
on Exhibit A attached hereto.


               4.2
Representations and Warranties of the Obligors.
Each Obligor hereby represents and warrants to Agent, Senior Creditors and
Subordinated Creditor 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; and (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.


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          5.
Miscellaneous.


               5.1
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.


               5.2
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:

 
	
  

 	
  

 
	
  

 	
 Wilmington
 Trust Company and George Jeff Mennen as co-trustees U/A/D November 25, 1970, as amended for the Benefit of 

 John Henry Mennen
c/o Wilmington Trust Company 

 1100 North Market Street 

 Wilmington, Delaware 19890 

 Attention: Mr. Mark Oller 

 Facsimile: (302) 651-8010

 


7









	
  

 	
  

 	
  

 
	
  

 	
 With a copy
 to:

 
	
  

 
	
  

 	
 Choate Hall
 & Stewart LLP

 Two International Place

 Boston, Massachusetts 02110

 
	
  

 	
 Attention: Douglas Gooding, Esq.

 
	
  

 	
 Facsimile: (617) 248-4000

 
	
  

 	
  

 	
  

 
	
  

 	
 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 5.2.


               5.3
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 the Subordinated Creditor and
the Obligors.


               5.4
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.


               5.5
Headings. The paragraph headings used in this
Agreement are for convenience only and shall not affect the interpretation of
any of the provisions hereof.


               5.6
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.


8





               5.7
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.


               5.8
Applicable Law. This Agreement shall be
governed by and shall be construed and enforced in accordance with the internal
laws of the State of New Jersey, 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 New Jersey.


               5.9
CONSENT TO JURISDICTION. THE SUBORDINATED CREDITOR AND EACH OBLIGOR
HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED
WITHIN THE STATE OF NEW JERSEY AND IRREVOCABLY AGREES THAT ALL ACTIONS OR
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN
SUCH COURTS. THE 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. 


               5.10
WAIVER OF JURY TRIAL. THE 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 OR ANY OF THE SUBORDINATED DEBT
DOCUMENTS. THE SUBORDINATED CREDITOR AND 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. THE SUBORDINATED
CREDITOR AND EACH OBLIGOR WARRANTS AND REPRESENTS THAT EACH HAS HAD THE
OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL 


9





COUNSEL, AND THAT
EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.


- Remainder of page intentionally blank; signature pages follow -


10






          IN WITNESS WHEREOF,
the 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 CREDITOR:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 THE WILMINGTON TRUST
COMPANY AND GEORGE JEFF

 MENNEN AS CO-TRUSTEES U/A/D
NOVEMBER 25, 1970, AS AMENDED

 FOR THE BENEFIT OF JOHN
HENRY MENNEN, successor in interest

 to Greystone Funding Corporation

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 George Jeff
 Mennen, Co-Trustee U/A/D

 November 25, 1970, as amended for the

 benefit of John Henry Mennen

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 By: /s/
 George Jeff Mennen

 	
  

 	
  

 
	
 Name: George
 Jeff Mennen

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 The
 Wilmington Trust Company, Co-
Trustee U/A/D November 25, 1970, as
amended for the benefit of
John Henry Mennen

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 By: /s/ Mark
 A. Oller

 	
  

 	
  

 
	
 Name Mark A.
 Oller

 	
  

 	
  

 
	
 Title: Vice
 President

 	
  

 	
  

 


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 OTHER OBLIGORS:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 RNK INC., a
 Massachusetts business trust

 	
  

 	
 WAVE2WAVE
 VOIP 

 COMMUNICATIONS, LLC, a Delaware 

 limited liability company

 
	
  

 	
  

 	
  

 
	
 By: /s/ Eric Mann 

 	
  

 	
 By: /s/ Eric Mann 

 
	
 Name: Eric Mann

 	
  

 	
 Name: Eric Mann

 
	
 Title: Secretary and Treasurer

 	
  

 	
 Title Chief Financial Officer

 
	
  

 	
  

 	
  

 
	
 WAVE2WAVE DATA 

 COMMUNICATIONS, LLC, a Delaware 

 limited liability company

 	
  

 	
 WAVE2WAVE COMMUNICATIONS, 

 MID-WEST REGION, LLC, a Delaware 

 limited liability company

 
	
  

 	
  

 	
  

 
	
 By: /s/ Eric Mann 

 	
  

 	
 By: /s/ Eric Mann

 
	
 Name: Eric Mann

 	
  

 	
 Name: Eric Mann

 
	
 Title Chief Financial Officer

 	
  

 	
 Title Chief Financial Officer

 
	
  

 	
  

 	
  

 
	
 RNK VA, LLC, a
 Virginia limited liability company

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 By: /s/ Eric Mann

 	
  

 	
  

 
	
 Name: Eric Mann

 	
  

 	
  

 
	
 Title Secretary and Treasurer

 	
  

 	
  

 


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EXHIBIT A 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total
 Outstanding Principal and
Interest of
 Subordinated Note:

 	
  

 	
 $

 	
 40,861,917.00

 	
  

 
	
  

 
	
 50% of
 Principal and Interest
to be exchanged

 	
  

 	
 $

 	
 20,430,958.50

 	
  

 
	
  

 
	
 Number of Exchange Shares1 to be issued

 	
  

 	
 $

 	
 4,086,192.00

 	
  

 






	
  

 	
  

 
	

 


 	
  

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

 



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