Exhibit 10.25 


FIRST AMENDMENT TO LEASE


          AGREEMENT
made this 9 day of August, 2000
(“this Agreement”) by and between STELLAR CONTINENTAL LLC, a Delaware limited liability
company with an office at 156 William Street, New York, New York 10038 (“Lessor”), and
WAVE2WAVE COMMUNICATIONS
INC, a Delaware corporation with an address at 433 Hackensack Avenue, Hackensack, New
Jersey 07601 (“Lessee”). 


WITNESSETH:


          WHEREAS,
Lessor’s predecessor-in-interest and Lessee entered into an agreement of lease dated February 17,
2000 (the “Lease”) respecting approximately 3,315 gross rentable square feet on the sixth
(6th) floor (the “Premises”) in the building known at 433 Hackensack
Avenue,
Hackensack, New Jersey 07601 (“Lessee”).


          WHEREAS,
Lessor and Lessee wish to modify the lease upon and subject to the provisions of this
Amendment;


          NOW,
THEREFORE, in consideration of the sum of Ten ($10.00) Dollars and other good and valuable
consideration exchanged by and between Lessor and Lessee, the receipt and sufficiency of which
hereby expressly are acknowledged, it is AGREED:


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Capitalized
 words and phrases not otherwise defined herein shall have the respective meanings
 ascribed to them in the Lease.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Lessee
 agrees that the current Termination Date is June 30, 2005. The Termination Date is
 hereby extended to and including July 31, 2007. 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Commencing
 September 15, 2000 through the Termination Date (the “Expansion Term”), Lessor hereby
 leases to Lessee, an additional approximately 4,240 gross rentable square feet
 on the sixth (6th) floor of the Building (the “Expansion Space”) as shown on
 Exhibit A annexed hereto and made a part hereof.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 For the purposes of this
 Amendment and at all times during the Expansion Term, “Demised Premises” shall mean the Premises and Expansion Space
 consisting of approximately 7,555
 gross rentable square feet combined.

 
	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 During
 the Expansion Term, Lessee shall pay to Lessor, as rent for the Demised Premises, Annual Fixed
 Basic Rent in equal monthly installments of Monthly Fixed Basic Rent as
 shown on Exhibit B annexed hereto and made a part hereof. Exhibit B reflects free
 Monthly Fixed Basic Rent (except for ERIF) for the Expansion Space from
 September 1, 2000 through November 30, 2000.

 
	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 The
 Security Deposit under the Lease for the Demised Premises Term from and after the date hereof
 shall be $54,797 in the form of a letter of credit (“L/C”) being delivered to
 Lessor upon the execution and delivery of this Amendment. If, on January 1, 2003,
 Lessee shall not be in default under the Lease (as then amended to that date),
 then the security deposit shall be reduced by $30,386.67. Lessee shall deliver to
 Lessor at any time thereafter an amended L/C in the appropriate reduced
 amount. The L/C and any amendment shall be a clean,

 













	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 irrevocable
and unconditional letter of credit issued by and drawn upon any commercial bank
chartered by the State of New York, the State of New Jersey or the United States
Government (the “Issuing Bank”) with
offices for banking purposes in the City of Hackensack or the City of New
York, and having a net worth of not less than $500 million, which L/C shall
have a term of not less than one year, be in form and content satisfactory in
all respects to Lessor, be for the account of Lessor and be in the amount of the
Security Deposit. The L/C shall provide that: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 The
 Issuing Bank shall pay to Lessor, or its duly authorized representative, an
 amount up to the face amount of the L/C upon presentation of only the L/C and a sight draft
 in the amount to be drawn;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 The
 L/C shall be deemed to be automatically renewed, without amendment, for
 consecutive periods of one year each during the Term of this Lease, unless
 the Issuing Bank sends written notice (the “Non-Renewal
 Notice”) to Lessor by certified or registered mail, return receipt
 requested, not less than thirty (30) days next preceding the then expiration date of the L/C,
 that it elects not to have such L/C renewed;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iii)

 	
 Lessor,
 within twenty (20) days of its receipt of the Non-Renewal Notice, shall have the
 right, exercisable by a sight draft, to receive the monies represented
 by the L/C (which moneys shall be held by Lessor as a cash deposit pursuant to the terms
 of the Lease as amended by this Amendment pending the replacement of such L/C or Lessee’s default
 under the Lease as amended by this Amendment); and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iv)

 	
 Upon
 Lessor’s sale or net lease of Lessor’s interest in the Building, the L/C
 shall be transferable by Lessor as provided for herein.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In
 the event of a sale or net lease of Lessor’s interest in the Building,
 Landlord shall have the right to transfer the cash security or L/C, as the case
 may be, deposited
 hereunder to the vendee, lessee or transferee, without cost to Lessor, and, upon transfer of
 the L/C or cash security (as the case may be) to the vendee, lessee or transferee,
 Lessor shall thereupon be released from all liability for the return of such
 cash security or L/C. In such event, Lessee agrees to look solely to the new landlord for
 the return of said cash security or L/C. It is agreed that the provisions
 hereof shall apply to every transfer or assignment made of said cash security
 or L/C.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 In the
 event that at any time during the Expansion Term (a) the net worth of the Issuing Bank shall be less than the minimum
 amount specified above or (b) circumstances
 have occurred indicating that the Issuing Bank may be incapable of unable to, or prohibited from honoring the
 then existing L/C (hereinafter referred to as the “Existing L/C”) in accordance with the terms thereof, then,

 


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 upon
 the happening of either of the foregoing, Lessor may send written notice to Lessee (hereinafter
 referred to as the “Replacement Notice”) requiring Lessee within ten (10) days
 to replace the Existing L/C with a new letter of credit (hereinafter referred
 to as the “Replacement L/C”) from an Issuing Bank meeting the qualifications
 described in this Paragraph 6. Upon receipt of the Replacement L/C meeting the
 qualifications of this Paragraph 6, Lessor shall forthwith return the Existing L/C to
 Lessee. In the event that a Replacement L/C meeting the qualifications of this Paragraph 6 is not
 received by Lessor within the time specified
 then the Existing L/C may be presented for payment by Lessor and the proceeds thereof shall be held by Lessor in
 accordance with this Paragraph 6 subject, however, to Lessee’s right,
 at any time thereafter prior to a Lessee’s default
 hereunder, to replace such cash security with a replacement L/C meeting the qualifications of this Paragraph 6.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 provisions of Article 17 of the Lease shall be applicable hereto.

 
	
  

 	
  

 
	
  

 	
 7.

 	
 Lessor
 shall perform the work shown on Exhibit B hereto (“Lessor’s Work”) to prepare the Expansion
 Space for Lessee’s occupancy. Lessee shall be solely responsible for the
 cost and expense of Lessor’s Work to the extent that the cost and expense shall
 exceed $59,360 (inclusive of Lessor’s profit).

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 During
 the Expansion Term, Lessee’s Percentage shall be one and twenty-eight hundredths (1.28%)
 percent, and section (10) on the Reference Page of the Lease is amended accordingly.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
 Lessor
 and Lessee each represents that the sole broker that brought about this Amendment is Cushman
 & Wakefield of New Jersey, Inc., whose commission shall be paid by
 Lessor.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.

 	
 Except
 as expressly provided in this Amendment, all of the provisions of the Lease remain in full
 force and effect, unchanged and unmodified, and are applicable to the
 Demised Premises during the Expansion Term.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 IT
 WITNESS WHEREOF, Lessee and Lessor have duly executed this Amendment the date first written
 above.

 






	
  

 	
  

 
	
 WAVE2WAVE COMMUNICATIONS
 INC.

 	
 STELLAR CONTINENTAL LLC

 
	
  

 	
 By: Stellar Capital
 Management LLC,

 
	
  

 	
 Its Manager

 
	
  

 	
  

 
	
 By: /s/ Steven Asman

 	
 By: /s/ Laurence Gluck

 
	
 Steven Asman

 	
 Laurence Gluck, Member

 
	
 President

 	
  

 



3





EXHIBIT B


Fixed Rent


          Lessee
shall pay Monthly Fixed Basic Rent for the Demised Premises during the Expansion Term in
accordance with the following schedule (figures are inclusive of ERIF of $345.32 per month for the
Premises and $530.00 per month for the Expansion Space).


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Months

 	
  

 	
  

 	
 Fixed Monthly Basic Rent

 	
  

 
	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
 9/1/00
 to 11/30/00

 	
  

 	
  

 	
 $

 	
 9,662.83

 	
  

 	
  

 
	
 12/1/00
 to 8/31/00

 	
  

 	
  

 	
  

 	
 20,262.83

 	
  

 	
  

 
	
 9/1/00
 to 8/31/02

 	
  

 	
  

 	
  

 	
 20,969.50

 	
  

 	
  

 
	
 9/1/02
 to 6/30/04

 	
  

 	
  

 	
  

 	
 21,676.16

 	
  

 	
  

 
	
 7/1/04
 to 7/31/05

 	
  

 	
  

 	
  

 	
 22,281.14

 	
  

 	
  

 
	
 8/1/05 to
 7/31/07

 	
  

 	
  

 	
  

 	
 22,350.21