Exhibit 10.14


WAIVER AND AMENDMENT NO. 3 TO

LOAN AND SECURITY AGREEMENT


                    This
WAIVER AND AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT (“Amendment”) is
dated as of September 19, 2008, and is entered into by and between WAVE2WAVE COMMUNICATIONS,
INC., a Delaware corporation (“Borrower Representative”), and GREYSTONE FUNDING
CORPORATION, a Virginia corporation, successor in interest to
Greystone Business Credit II, L.L.C. (“Lender”).


WITNESSETH:


                    WHEREAS,
Borrower Representative, 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 (the “Mennen
Trust”; and together with Borrower Representative, the “Borrowers” and each,
a “Borrower”), and
Lender are parties to that certain Loan and Security Agreement dated as of
October 12, 2007 (as heretofore or hereinafter amended, modified and
supplemented from time to time, the “Loan Agreement”; capitalized terms not
otherwise defined herein have the definitions provided therefore in the Loan
Agreement); and


                    WHEREAS,
an Event of Default exists under Section 8.1 of the Loan Agreement for
Borrowers’ failure to timely complete all of the actions and make all of the
deliveries required pursuant to the terms of that certain post-closing letter
agreement executed by Borrowers and agreed to by Lender on October 12, 2007
(the “Existing Event of
Default”);


                    WHEREAS,
Borrowers have requested that Lender waive the Existing Event of Default and
Lender has agreed to waive the Existing Event of Default, subject to the terms
and conditions contained herein;


                    WHEREAS,
Borrowers have requested that Lender amend the Loan Agreement in certain
respects as set forth herein and Lender has agreed to amend the Loan Agreement
in certain respects, subject to the terms and conditions contained herein;


                    NOW
THEREFORE, in consideration of the mutual conditions and agreements set forth
in the Loan Agreement and this Amendment, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


                    1.
Waiver. Subject to the satisfaction of the conditions set forth in
Section 3 hereof and in reliance upon the representations and warranties set
forth in this Amendment, Lender hereby waives the Existing Event of Default; provided,
that (i) within 75 days after the date hereof, Borrower Representative shall
open new lockboxes and Deposit Accounts at Sovereign Bank (“Sovereign Accounts”) and
cause such new lockboxes and Deposit Accounts to be subject to lockbox and
Deposit Account control agreements in favor of Lender and in form and substance
satisfactory to Lender and (ii) within 120 days after the





date hereof,
Borrower Representative shall close all existing lockboxes and Deposit Accounts
held by Borrowers and their Subsidiaries with North Fork Bank and transfer all existing amounts therein to the
Sovereign Accounts; provided, that, prior to the closure of the Sovereign
Accounts, Borrower Representative shall cause any amounts deposited into such
accounts to be promptly transferred to the Sovereign Accounts.


The foregoing
is a limited waiver and shall not constitute a
waiver of any other Events of Default or Defaults that are now in
existence or that may hereafter occur.


                    2.
Amendment. Subject to the satisfaction of the conditions
set forth in Section 3 below, and in reliance on the representations set forth
in Section 4 below, the Loan Agreement is amended as follows:


                    (a)
Section 2.2 of the Loan Agreement is hereby amended by adding a new clause (e)
after clause (d) thereof as follows:


                    “(e)
Amendment No. 3 Fee. An amendment
fee (“Amendment
No. 3 Fee”) in the amount of $135,000, which shall be deemed
fully earned as of the Amendment No. 3 Closing Date and payable as follows: (i)
in monthly installments of $11,250, commencing on the first day of each fiscal
month after the Amendment No. 3 Closing Date , and (ii) one final payment equal
to the remaining balance of the Amendment No. 3 Fee on the Maturity Date.”


                    (b)
Schedule A to the Loan Agreement shall be amended by deleting the reference to
“October 11, 2008” in Section 7 thereof and replacing such reference with
“October 9, 2009”.


                    (c)
Schedule A to the Loan Agreement is further amended by amending and restating
clause (a) of Section 8 thereof as follows:


	
  

 	
  

 	
  

 
	
  

 	
 “(a)

           Projections

 	
 
Wave2Wave
 shall be substantially in conformance with the projections delivered to
 Lender and attached hereto as Exhibit B, including but not limited to actual
 Net Revenue of Wave2Wave and its Subsidiaries not less than 80% of projected
 Net Revenue of Wave2Wave and its Subsidiaries in any fiscal quarter,
 beginning with the fiscal quarter ending December 31, 2008 through the end of
 the Term.”

 



                    (d)
Schedule B to the Loan Agreement is amended by adding the following new
definitions in the proper alphabetical order:


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                    “Amendment
No. 3 Closing Date” means September 1, 2008.


                    “Amendment No. 3 Fee” has the
meaning set forth in Section 2.2(e).


                    (e)
Exhibit B of the Loan Agreement is amended and restated in its entirety with
Exhibit B attached hereto.


                    3.
Conditions to Effectiveness. The effectiveness of this Amendment is
subject to the following conditions precedent, each to be in form and substance
satisfactory to Lender:


                    (a)
Lender shall have received each agreement, document and instrument set forth on
the Closing Checklist set forth as Exhibit A hereto, each in form and
substance satisfactory to Lender;


                    (b)
Lender shall have been reimbursed for all reasonable costs, fees and expenses
incurred by Lender in connection with the preparation, execution,
administration or enforcement of this Amendment;


                    (c)
all proceedings taken in connection with the transactions contemplated by this
Amendment and all documents, instruments and other legal matters incident
thereto shall be satisfactory to Lender and its legal counsel; and


                    (d)
no Default or Event of Default shall have occurred and be continuing except for
the Existing Event of Default.


                    4.
Representations and Warranties: To induce Lender to enter into this
Amendment, Borrowers, jointly and severally, represent and warrant to Lender
that:


                    (a)
the execution, delivery and performance of this Amendment has been duly
authorized by all requisite corporate action on the part of each Borrower and
that this Amendment has been duly executed and delivered by each Borrower;


                    (b)
each of the representations and warranties set forth in Section 5 of the Loan
Agreement, are true and correct in all material respects as of the date hereof
(except to the extent they relate to an earlier date, in which case they shall
have been true and correct in all material respects as of such earlier date);
and


                    (c)
no Default or Event of Default has occurred and is continuing except for the
Existing Event of Default.


                    5.
Release. In consideration of the agreements of Lender contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, each Borrower, on behalf of itself and its
successors, assigns, and other legal representatives, hereby absolutely,
unconditionally and irrevocably releases, remises and forever discharges Lender
and their successors and assigns, and their present and former
shareholders, Affiliates, subsidiaries, divisions, predecessors, directors,
officers, attorneys,


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employees,
agents and other representatives (Lender and all such other Persons being
hereinafter referred to collectively as the “Releasees” and individually as a
“Releasee”), of and from all demands, actions, causes of action, suits,
covenants, contracts, controversies, agreements, promises, sums of money, accounts,
bills, reckonings, damages and any and all other claims, counterclaims,
defenses, rights of set-off, demands and liabilities whatsoever (individually,
a “Claim” and collectively, “Claims”) of every name and nature, known or
unknown, suspected or unsuspected, both at law and in equity, which such
Borrower or any of its successors, assigns, or other legal representatives may
now or hereafter own, hold, have or claim to have against the Releasees or any
of them for, upon, or by reason of any circumstance, action, cause or thing
whatsoever which arises at any time on or prior to the day and date of this
Amendment, including, without limitation, for or on account of, or in relation
to, or in any way in connection with any of the Loan Agreement, or any of the
other Loan Documents or transactions thereunder or related thereto. Each
Borrower understands, acknowledges and agrees that the release set forth above
may be pleaded as a full and complete defense and may be used as a basis for an
injunction against any action, suit or other proceeding which may be
instituted, prosecuted or attempted in breach of the provisions of such
release. Each Borrower agrees that no fact, event, circumstance, evidence or
transaction which could now be asserted or which may hereafter be discovered
shall affect in any manner the final, absolute and unconditional nature of the
release set forth above


                    6.
Severability. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.


                    7.
References. Any reference to the Loan Agreement contained in any document,
instrument or Loan Agreement executed in connection with the Loan Agreement
shall be deemed to be a reference to the Loan Agreement as modified by this
Amendment.


                    8.
Counterparts. This Amendment may be executed in one or more counterparts,
each of which shall constitute an original, but all of which taken together
shall be one and the same instrument. Delivery of an executed counterpart of a
signature page of this Amendment by facsimile or other electronic transmission
shall be effective as delivery of a manually executed counterpart of this
Amendment.


                    9.
Ratification. The terms and provisions set forth in this Amendment shall
modify and supersede all inconsistent terms and provisions of the Loan
Agreement and shall not be deemed to be a consent to the modification or waiver
of any other term or condition of the Loan Agreement. Except as expressly
modified and superseded by this Amendment, the terms and provisions of the Loan
Agreement are ratified and confirmed and shall continue in full force and
effect.


                    10.
Governing Law. This Amendment shall be a contract made under and
governed by the laws of the State of New York, without regard to conflict of
laws principles that would require the application of laws other than those of
the state of New York. Whenever possible each provision of this Amendment shall
be interpreted in such manner as


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to be
effective and valid under applicable law, but if any provision of this
Amendment shall be prohibited by or invalid under such law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Amendment.


[Signature Page Follows]


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                     IN
 WITNESS WHEREOF, the patties hereto have caused this Amendment to be duly
 executed under seal and delivered by their respective duly authorized
 officers on the date first written above.

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Borrower Representative:

 	
  

 	
      Lender:

 
	
  

 	
  

 	
  

 	
  

 
	
 WAVE2WAVE COMMUNICATIONS, INC.

 	
      GREYSTONE FUNDING CORPORATION

 
	
  

 	
  

 
	
 By: /s/ Eric Mann

 	
  

 	
 By: /s/
 [Illegible]

 
	
 Name: Eric Mann 

 	
  

 	
  

 
	
 Title: CFO

 	
  

 	
  

 



Signature Page to Waiver and
Amendment No. 3 to Loan and Security Agreement









	
  

 	
  

 	
  

 
	
 CORPORATE

 GUARANTORS:

 	
  

 	
 WAVE2WAVE VOW
 COMMUNICATIONS, LLC

 WAVE2WAVE DATA COMMUNICATIONS, LLC

 WAVE2WAVE COMMUNICATIONS MID-WEST

 
	
  

 	
  

 	
           REGION,
 LLC (each a “W2W Corporate Guarantor” and collectively, the “W2W Corporate
 Guarantors”)

 
	
  

 	
  

 	
 c/o Wave2Wave
 Communications, Inc.

 433 Hackensack Avenue

 
	
  

 	
  

 	
 Hackensack, New Jersey
 07601

 Telephone No.: (201) 968-9797

 Facsimile No.: (201) 968-1886

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 RNK, INC. (“RNK”) (Waiver
 and Amendment No. 3 to Loan and Security Agreement)

 
	
  

 	
  

 	
 RNK VA, LLC (each a “RNK
 Corporate Guarantor” and collectively the “RNK Corporate Guarantors” and
 collectively with the W2W Corporate Guarantor; the “Corporate Guarantors”)

 
	
  

 	
  

 	
           Wave2Wave
 Communications, Inc.

 
	
  

 	
  

 	
 433 Hackensack Avenue

 Hackensack, New Jersey 07601

 Telephone No.: (201) 968-9797

 Facsimile No.: (201) 968-1886

 
	
  

 	
  

 	
  

 
	
 BORROWERS’ &

 CORPORATE

 GUARANTORS’ COUNSEL:

 	
  

 	
 MINTZ LEVIN COHEN FERRIS

 GLOOSBY and POPEO P.C.

 666 Third Avenue — Chrysler Center

 New York, New York 10017

 Attn: 1VIeryl J. Epstein and Christopher Lhulier

 Telephone No.: (212) 692-6784 & (617) 348-1635

 Facsimile No.: (212) 983.3115 & (617) 542-2241

 






	
  

 	
  

 	
  

 	
  

 
	
 A.

 	
 Loan Documents 

 
	
  

 	
  

 
	
  

 	
 1.

 	
 Waiver and Amendment No. 3
 to Loan and Security Agreement (Term Loan)

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a) Exhibit A (Closing
 Checklist)

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b) Exhibit B
 (Projections)

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c) Consent and
 Reaffirmation

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Waiver and Third Amendment
 to Loan and Security Agreement (Revolver/Term)

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a) Exhibit A (Closing
 Checklist)

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b) Exhibit B
 (Projections)

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c) Consent and
 Reaffirmation

 


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 B.

 	
 Organizational Documents

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Secretary’s Certificates
 (Wave and RNK):

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Articles of Incorporation
 (certified)

 By-laws

 Resolutions

 Incumbency

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Certificates of Good
 Standing (Wave and RNK):

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 W2W (DE, NJ and IL)

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 RNK (MA, CA, CT, DE, DC, GA,
 FL, IL, ME, MD, NH, NJ, NY, NC, OH, PA, RI, TX)

 
	
  

 	
  

 	
  

 	
  

 
	
 C.

 	
 Attorney Opinion

 
	
  

 	
  

 
	
  

 	
 5.

 	
 Opinion from Mintz Levin
 re Loan Documents (including Regulatory Opinion)

 
	
  

 	
  

 	
  

 
	
 D.

 	
 Post Closing, Item

 
	
  

 	
  

 
	
  

 	
 6.

 	
 Evidence showing closure
 of accounts at North Fork Bank (within 120 days after the date hereof)

 
	
  

 	
  

 	
  

 
	
  

 	
 7. 

 	
 Deposit Account Control
 Agreement (Sovereign Bank) (within 75 days after the date hereof)

 


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CONSENT AND REAFFIRMATION


                    Each
of the undersigned (each a “Guarantor” and collectively the “Guarantors” hereby (i) acknowledges receipt of a copy of the
foregoing Waiver and Amendment No. 3 to Loan and Security Agreement (the “Amendment”) among Wave2Wave Communications, Inc., a Delaware corporation and
Greystone Funding Corporation; (ii) consents to Borrower’s execution and
delivery of the Amendment and (iii) reaffirms its obligations under the
Corporate Guaranty dated as of October 12, 2007 (the “Guaranty”) and the other loan documents executed in connection therewith. Although
Guarantors have been informed of the matters set forth herein and have
acknowledged and agreed to same, Guarantors understand that Lender has no
obligation to inform Guarantors of such matters in the future or to seek
Guarantors’ acknowledgment or agreement to future amendments, waivers or
consents, and nothing herein shall create such a duty.


                    Each
of the undersigned further agrees that after giving effect to
the Amendment, the Guaranty shall remain in full force and effect.










	
  

 	
  

 
	
 IN
 WITNESS WHEREOF, each Guarantor has executed this Consent and Reaffirmation on and as of the date of the Amendment.

 
	
  

 	
  

 
	
 WAVE2WAVE
 VOIP COMMUNICATIONS, LLC 

 	
  

 
	
  

 	
  

 
	
 By:
 /s/ Eric Mann

 	
  

 
	
  

 	
  

 
	
 Name:
 Eric Mann

 	
  

 
	
  

 	
  

 
	
 Title:
 CFO

 	
  

 
	
  

 	
  

 
	
 WAVE2WAVE
 DATA COMMUNICATIONS, LLC

 	
  

 
	
  

 	
  

 
	
 By:
 /s/ Eric Mann

 	
  

 
	
  

 	
  

 
	
 Name:
 Eric Mann

 	
  

 
	
  

 	
  

 
	
 Title:
 CFO

 	
  

 
	
  

 	
  

 
	
 WAVE2WAVE
 COMMUNICATIONS MID-WEST REGION, LLC

 	
  

 
	
  

 	
  

 
	
 By:
 /s/ Eric Mann

 	
  

 
	
  

 	
  

 
	
 Name:
 Eric Mann

 	
  

 
	
  

 	
  

 
	
 Title:
 CFO

 	
  

 
	
  

 	
  

 
	
 RNK, INC.

 	
  

 
	
  

 	
  

 
	
 By:
 /s/ Eric Mann

 	
  

 
	
  

 	
  

 
	
 Name:
 Eric Mann

 	
  

 
	
  

 	
  

 
	
 Title:
 Secretary

 	
  

 
	
  

 	
  

 
	
 RNK VA,
 LLC

 	
  

 
	
  

 	
  

 
	
 By:
 /s/ Eric Mann

 	
  

 
	
  

 	
  

 
	
 Name:
 Eric Mann

 	
  

 
	
  

 	
  

 
	
 Title:
 Secretary

 	
  

 
	
  

 	
  

 



Consent and
Reaffirmation to Waiver and Amendment No. 3 to Loan and Security Agreement