Exhibit 4.6 


THIS
INSTRUMENT AND THE RIGHTS, REMEDIES AND OBLIGATIONS EVIDENCED HEREBY ARE
SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN AFFILIATE
SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE
MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS
OF SEPTEMBER 8, 2009, BY AND AMONG, INTERALIA,
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, WAVE2WAVE
COMMUNICATIONS, INC., A DELAWARE CORPORATION, AND VICTORY PARK MANAGEMENT, LLC,
A DELAWARE LIMITED LIABILITY COMPANY, AS AGENT FOR ALL SENIOR CREDITORS (AS
DEFINED IN THE SUBORDINATION AGREEMENT); AND EACH HOLDER OF THIS INSTRUMENT,
BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF
THE SUBORDINATION AGREEMENT.


AMENDED AND RESTATED TERM NOTE


	
  

 	
  

 
	
 $34,000,000

 	
 New
 York, New York

 September 8, 2009 

 



          FOR
VALUE RECEIVED, the undersigned, WAVE2WAVE
COMMUNICATIONS, INC. (the
“Borrower”), hereby unconditionally promises to pay to the
order of 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 (“Lender”),
having an address
at c/o Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware
19890, or at such other place as the holder of this Term Note (“Term Note”) may from time to time designate in writing,
in lawful money of the United States of America and in immediately available
funds, the principal sum of Thirty-Four Million and No/100 Dollars
($34,000,000). Reference is hereby made to the Loan and Security Agreement
between Borrower and Lender dated as of October 12, 2007 (as amended,
supplemented or otherwise modified from time to time, the “Loan Agreement”), for a statement of the terms and conditions
under which the loan evidenced hereby was made and is to be repaid. This Term
Note evidences a Term Loan Advance described in the Loan Agreement. Capitalized
terms used herein which are not otherwise specifically defined herein shall
have the meanings ascribed to such terms in the Loan Agreement.


          The
outstanding principal balance of this Term Note shall be payable in full on the
Maturity Date. Prior thereto, the Term Note shall be repayable as set forth in
the Loan Agreement.


          Borrower
further promises to pay interest on the outstanding principal amount hereof
from the date hereof until payment in full hereof at the per annum rate equal
to the Prime Rate in effect from time to time plus three and one quarter
percent (3.25%). Following the occurrence and during the continuance of an
Event of Default, the entire outstanding principal balance of this Term Note
shall, at Lender’s option, bear interest until paid in full at a per annum rate
equal to the interest rate applicable to the Term Loan from time to time in
effect plus two percent 





(2.00%). Until maturity,
interest on the outstanding principal amount hereof shall be payable in arrears
on the first day of each month, commencing November 1, 2007 and on the Maturity
Date. After maturity, whether by acceleration or otherwise, accrued interest
shall be payable on demand. Interest as aforesaid shall be charged for the actual
number of days elapsed over a year consisting of three hundred sixty (360) days
on the actual daily outstanding balance hereof. Changes in the interest rate
provided for herein which are due to changes in the Prime Rate shall be
effective on the date of the change in the Prime Rate.


          Notwithstanding
anything to the contrary contained herein, the aggregate of all interest
hereunder and charged or collected by Lender is not intended to exceed the
highest rate permissible under any applicable law, but if it should, such
interest shall automatically be reduced to the extent necessary to comply with
applicable law and Lender will refund to Borrower any such excess interest
received by Lender.


          Subject
to Section 7.2 of the Loan Agreement, Borrower may prepay the outstanding
principal balance hereof in whole or in part. Any partial prepayment of the
Term Loan shall be applied to the unpaid installments of the Term Loan in the
inverse order of their maturities.


          Upon
and after the occurrence of an Event of Default, this Term Note may, at the
option of the Lender, and without demand, notice or legal process of any kind,
be declared, and immediately shall become, due and payable.


          Payments
received by Lender from Borrower on this Term Note shall be applied to the
Obligations as provided in the Loan Agreement.


          Presentment,
demand, protest and notice of presentment, demand, nonpayment and protest are
hereby waived by Borrower.


          This
Term Note amends, restates and supersedes, but is not intended to and shall not
extinguish or cancel the indebtedness (including, but not limited to, accrued
but unpaid interest thereon) evidenced by the Term Note dated October 12, 2007,
made by Wave2Wave Communications, Inc. and 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, each in their capacity as Borrowers, in favor of
Greystone Funding Corporation (as successor in interest to Greystone Business
Credit II, L.L.C.) in the principal amount of $34,000,000 


 [signature page follows]


2





          THIS
TERM NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES
HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. If any
provision of this Term Note or the application thereof shall be held to be void
or unenforceable by any court of competent jurisdiction, such defect shall not
affect the remainder of this Term Note, which shall continue in full force and
effect. Whenever in this Term Note reference is made to Lender or Borrower,
such reference shall be deemed to include, as applicable, a reference to their
respective successors and assigns. The provisions of this Term Note shall be
binding upon Borrower and its successors and assigns, and shall inure to the
benefit of Lender and its successors and assigns. 


	
  

 	
  

 	
  

 
	
  

 	
 WAVE2WAVE
 COMMUNICATIONS, INC. 

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Steven
 Asman

 
	
  

 	
  

 	

 


 
	
  

 	
 Its:

 	
 President