Exhibit 10.15


WAIVER AND AMENDMENT NO. 4 TO 

LOAN AND SECURITY AGREEMENT


                    This
WAIVER AND AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT (“Amendment”) is
dated as of October 10, 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”). 


W I T N E S S
E T H : 


                    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(iii) of the Loan Agreement for
Borrowers’ failure to comply with the covenant in Section 3.4 of the Loan
Agreement (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.
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 


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Agreement is amended by amending Schedule B of the Loan Agreement by
amending and restating the definition of “Securities Accounts”
in its entirety as follows: 


	
  

 	
  

 
	
  

 	
           “Securities
 Accounts” shall mean those certain securities accounts with
 account numbers 010894-001, 010894-004, 010894-006, 010894-007 and 051095-003
 located at Wilmington Trust Company, and subject at all times to control
 agreements in form and substance satisfactory to Lender in its sole
 discretion. 

 


                    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 a fully executed copy of that certain First
Amendment to Control Agreement dated as of the date hereof by and among Lender,
Wilmington Trust Company and the Mennen Trust; 


                    (b)
Lender shall have received a fully executed copy of the Consent and. Reaffirmation attached hereto; 


                    (c)
Lender shall have received each agreement, document and instrument requested by
Lender in connection with this Amendment, each in form and substance
satisfactory to Lender; 


                    (d)
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; 


                    (e)
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 


                    (1)
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); 


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                    (c)
after giving effect to this Amendment, as of the date of this Amendment, the
aggregate marked to market value of Eligible Securities in the Securities
counts exceeds the lesser of (i) $42,000,000 and (ii) 117.65% of the current
outstanding principal balance of the Obligations; and 


                    (d)
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, 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 


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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 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 parties 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/
 [illegible signature]

 	
  

 
	
  

 	
  

 	
  

 	

 


 	
  

 
	
 By: /s/
 Steven Asman

 	
  

 	
  

 	
 Its
 Authorized Signatory

 	
  

 
	
  

 	
  

 	
  

 
	
 Name: Steven
 Asman

 	
  

 	
  

 
	
 Title:
 President

 	
  

 	
  

 



Signature Page to Waiver and
Amendment No. 4 to Loan and Security Agreement 





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. 4 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. 


Signature Page to Waiver and
Amendment No. 4 to Loan and Security Agreement 





                    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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 WAVE2WAVECOMMUNICATIONSMID-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. 4 to Loan and Security Agreement