Exhibit 10.26


SECOND AMENDMENT TO LEASE


This SECOND AMENDMENT
TO LEASE (this “Amendment”) is dated September 5, 2006 and is
between MSNW CONTINENTAL
ASSOCIATES, LLC, a Delaware limited liability
company (“Lessor”), and WAVE2WAVE COMMUNICATIONS, INC., a Delaware corporation (“Lessee”).


RECITALS


          A.
Lessor’s
predecessor in interest and Lessee entered into that certain Lease Agreement dated February
17, 2000 (the “Original
Lease”), pursuant
to which Lessee leased approximately
3,315 gross rentable square feet on the sixth (6th) floor of the
building known as 433 Hackensack Avenue,
Hackensack, New Jersey (the “Building”).


          B.
The
Original Lease was amended by that certain First Amendment to Lease dated August 9, 2000 (the “First Amendment”) to, among other things,
extend the Termination Date and
expand the Demised Premises to approximately 7,555 gross rentable square feet
on the sixth (6th) floor of the
Building. The Original Lease, as amended by the First Amendment, is referred to
herein as the “Lease”.


          C.
Lessor
and Lessee desire to further amend the Lease to reflect the terms and conditions set forth herein.


          D.
Capitalized
terms used herein but not defined have the meanings ascribed to them in the Lease.


          NOW, THEREFORE,
in consideration of the mutual covenants and conditions contained
herein and other valuable consideration, the receipt and sufficiency of which
are hereby
acknowledged, Lessor and Lessee agree as follows:


          Section
1. Term. The Termination Date is
hereby extended to November 30, 2013. The period from the date hereof through and
including the Termination Date is referred to herein as the “Second Extended Term”.


          Section
2. Condition of Demised Premises. Lessee hereby acknowledges and agrees that, during the Second Extended Term, Lessee is leasing the Demised
Premises “as is” without any agreements, representations, understandings or
obligations on the part of Lessor to perform any alterations, repairs or
improvements to the Demised Premises, other than those expressly set forth in
the Lease.


          Section
3. Electricity.


          (a)
Paragraph (8) of the Reference Page
(“Electric Rent Inclusion Factor”) is hereby deleted and replaced with the following:


	
  

 	
  

 
	
  

 	
           (8)
 Lessee Electric: Twenty-Two Thousand Six
 Hundred Sixty-Five Dollars ($22,665.00) per year ($1,888.75 per month),

 













	
  

 	
  

 
	
  

 	
 which shall be payable in
 addition to (and not included in) Annual Fixed Basic Rent.

 



          (b)
Any
and all references in the Lease to “Electric Rent Inclusion Factor” are hereby
be replaced with “Lessee Electric”. All references to increasing or decreasing
the Term Fixed Basic Rent,
Annual Fixed Basic Rent or Monthly Fixed Basic Rent as a result of changes in
the Electric Rent Inclusion Factor are
hereby changed to refer to increasing or decreasing the Lessee Electric. No change in the method of measuring
Lessee’s electrical consumption, as a result of Lessor no longer redistributing electricity to the Premises, as provided
in Paragraph 24(E), separately
metering electrical consumption, as provided in Paragraph 24(J), or any other provision
in the Lease, shall affect Term Fixed Basic Rent, the Annual Fixed Basic Rent
or the Monthly Fixed Basic Rent, but may
affect the amount of Lessee Electric. Lessee Electric shall be paid in monthly installments of One Thousand
Eight Hundred Eighty Eight and 75/100 Dollars
($1,888.75), at the same time and in the manner as Monthly Fixed Basic Rent.
Lessee Electric is an estimated
amount subject to adjustment as provided in Paragraph 24(B) of the Lease.


          Section
4. Fixed
Basic Rent. Commencing on September 1, 2006, the Annual Fixed Basic Rent and Monthly
Fixed Basic Rent will be as follows:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Period

 	
  

 	
 Annual Fixed Basic Rent

 	
  

 	
 Monthly Fixed Basic Rent

 	
  

 
	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 September 1, 2006 through
 November 30, 2006

 	
  

 	
  

 	
 $

 	
 0

 	
  

 	
  

 	
  

 	
 $

 	
 0

 	
  

 	
  

 
	
  

 
	
 December 1, 2006 through
 December 31, 2006

 	
  

 	
  

 	
 $

 	
 220,983.75

 	
  

 	
  

 	
  

 	
 $

 	
 18,415.31

 	
  

 	
  

 
	
  

 
	
 January
 1, 2007 through January
 31, 2007

 	
  

 	
  

 	
 $

 	
 0

 	
  

 	
  

 	
  

 	
 $

 	
 0

 	
  

 	
  

 
	
  

 
	
 February
 1, 2007 through November
 30, 2010

 	
  

 	
  

 	
 $

 	
 220,983.75

 	
  

 	
  

 	
  

 	
 $

 	
 18,415.31

 	
  

 	
  

 
	
  

 
	
 December 1, 2010 through
 November 30, 2013

 	
  

 	
  

 	
 $

 	
 228,538.75

 	
  

 	
  

 	
  

 	
 $

 	
 19,044.90

 	
  

 	
  

 



          Section
5. Base Period Costs, Base Utility Rate. Paragraph 2(A) (“Base Operating Costs”),
Paragraph 2(B) (“Base Real Estate Costs”), Paragraph 2(C) (“Base Utility and
Energy Costs”) and Paragraph 3 (“Base Utility Rate”) of the Reference Page are
hereby amended by replacing “Calendar Year
2000” with “Calendar Year 2006”.


          Section
6. Security
Deposit.
The Security Deposit from and after the date hereof will be cash in the amount of
$18,415.31, which Lessee shall deliver to Lessor upon the execution of this Amendment.


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          Section
7. Lessor’s Notice Address. Lessor’s notice address is hereby changed to the following:


	
  

 	
  

 
	
  

 	
 MSNW Continental
 Associates, LLC

 
	
  

 	
 1776 On the Green

 
	
  

 	
 67 Park Place East, 8th
 Floor

 
	
  

 	
 Morristown,
 New Jersey 07960

 
	
  

 	
 Attention: General Counsel

 



          Section
8. Antenna. Section 56 of the Lease
is hereby deleted and replaced with the following:


	
  

 	
  

 	
  

 
	
  

 	
           56.
 ANTENNA. Provided Lessor shall have the continued ability to lawfully
 allow other tenants or itself the right to install roof top antennas or
 other communication devices, Lessee shall have the right to install, at its sole cost and
 expense, up to twelve (12) antennas on the roof of the Building, which
 antennas shall not exceed five (5’) feet in height, said antennas to not display any name, logo or
 identity, and to be installed in compliance with any and all necessary
 governmental approvals. Prior to the installation of any such antenna,
 Lessee shall obtain Lessor’s written consent to such installation, which
 consent shall not be unreasonably withheld. Lessee shall be responsible for any
 damage caused to Lessor’s Building in connection with said antennas and indemnifies and holds Lessor harmless from
 all direct and indirect costs, expenses,
 and claims resulting therefrom. Lessor shall designate a satisfactory Building location, method of annexation and
 installer for said antennas. Lessee agrees not to interfere with other
 radio transmission or reception equipment properly located at the Building. If Lessee should cause such
 interference, Lessee shall cease
 its operation and, at its sole cost and expense, immediately take the
 necessary and appropriate action to eliminate and correct such interference before resuming operation. Such
 corrective action may include, but not be limited to, Lessor’s relocation of the antennas and any related
 equipment, the cost of which Lessee
 shall pay to Lessor, as Additional Rent, within ten (10) days of Lessee’s receipt of a bill
 therefor. Upon the expiration or
 sooner termination of the Term of this Lease, Lessee, at Lessor’ option,
 shall remove said antennas and repair all injury done by or in
 connection with the installation or removal of said antennas.

 	
  

 



          Section
9. Miscellaneous.


          (a)
This Amendment sets forth the entire
agreement between the parties with respect to the matters set forth herein. There have been no additional oral or
written representations or agreements.
Under no circumstances shall Lessee be entitled to any rent abatement,


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improvement
allowance, leasehold improvements, or other work to the Premises, or any
similar economic incentives that may have been provided Lessee in connection with
entering into the Lease, unless
specifically set forth in this Amendment. Lessee agrees that neither Lessee nor
its agents or any other parties acting on
behalf of Lessee shall disclose any matters set forth in this Amendment or disseminate or distribute any
information concerning the terms, details or conditions hereof to any person, firm or entity without obtaining the
prior written consent of Lessor.


          (b)
Except as herein modified or amended, the provisions, conditions and terms of
the Lease
remain unchanged and in full force and effect.


          (c)
In the case of any
inconsistency between the provisions of the Lease and this Amendment, the provisions of this Amendment will
govern and control.


          (d)
Submission
of this Amendment by Lessor is not an offer to enter into this Amendment but rather is
a solicitation for such an offer by Lessee. Lessor will not be bound by this Amendment until
Lessor has executed and delivered the same to Lessee.


          (e)
Lessee
hereby represents to Lessor that Lessee has dealt with no broker in connection with this Amendment other than CB
Richard Ellis, Inc. (“Lessee’s
Broker”). Lessee agrees to indemnify and hold Lessor, its trustees,
members, principals, beneficiaries, partners, officers, directors, employees, mortgagee(s) and agents, and the
respective principals and members of any such agents harmless from all
claims of any brokers other than Lessee’s Broker claiming to have represented Lessee in connection with this Amendment.


          (0
Each signatory of this Amendment hereby
represents that he or she has the authority to execute and deliver the
same on behalf of the party for which such signatory is acting. 


[Remainder of page left blank intentionally.]

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          IN
WITNESS WHEREOF, Lessor and Lessee have duly executed this Amendment as of the day and year
first above written.


	
  

 	
  

 
	
  

 	
 LESSOR:

 
	
  

 	
  

 
	
  

 	
      MSNW
 CONTINENTAL ASSOCIATES, LLC

 
	
  

 	
  

 
	
  

 	
 By: MSNW Continental Associates, LLC,

   its Sole
 Member

 
	
  

 	
  

 
	
  

 	
   By:
 Normandy Continental Administrator

   LLC, its Administrator

 






	
  

 	
  

 
	
  

 	
     By:
 /s/ Raymond P. Trevisan

 
	
  

 	
 Name:
 Raymond P. Trevisan

 
	
  

 	
 Title:
 Vice President

 






	
  

 	
  

 
	
  

 	
 LESSEE:

 
	
  

 	
 WAVE2WAVE
 COMMUNICATIONS, INC.

 
	
  

 	
  

 
	
  

 	
   By: /s/ Eric
 I. Mann

 
	
  

 	
 Name: ERIC I. MANN

 
	
  

 	
       Title:
 CHIEF FINANCIAL OFFICER

 



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