Exhibit 10.18 



WAIVER AND AMENDMENT NO. 7 TO

LOAN AND SECURITY AGREEMENT


          This
WAIVER AND AMENDMENT NO. 7 TO LOAN AND SECURITY AGREEMENT is dated as of September 8, 2009 (this “Agreement”),
and is entered into by and between Wave2Wave Communications, Inc., a Delaware
Corporation (“Borrower Representative”), and 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”).


WHEREAS:


          A.
The Borrower Representative, the Mennen Trust and Greystone Funding
Corporation, a Virginia corporation and successor in interest to Greystone
Business Credit II, L.L.C. (“Greystone”), are parties to that certain
Loan and Security Agreement dated as of October 12, 2007 (as amended
heretofore, as amended by this Agreement and as further amended, restated,
supplemented or otherwise modified, renewed or replaced from time to time, the “Loan
Agreement”), pursuant to which Greystone agreed, subject to the terms and
conditions thereof, to extend credit and make certain other financial
accommodations available to the Borrower Representative and the Mennen Trust,
each in their capacity as a “Borrower” thereunder.


          B.
The Mennen Trust and Greystone are parties to that certain Assignment and
Acceptance Agreement dated as of March 18, 2009, pursuant to which (i)
Greystone irrevocably sold and assigned to the Mennen Trust, and the Mennen
Trust irrevocably purchased and assumed from Greystone, one hundred percent of
Greystone’s rights and obligations under the Loan Agreement and the other Loan
Documents, including, without limitation, one hundred percent of Greystone’s
rights in and to the Obligations, and (ii) the Mennen Trust became the “Lender”
under the Loan Agreement and the other Loan Documents as the successor in
interest to Greystone.


          C.
Various defaults and events of default currently exist under the Loan Agreement
and the other Loan Documents (including but not limited to various “Events of
Default,” as such term is defined in the Loan Agreement and used generally in
the Loan Documents; collectively, the “Existing Defaults”).


          D.
The Borrower Representative, RNK and Greystone Business Credit II, L.L.C. (the “Revolving
Lender”) are parties to that certain Loan and Security Agreement dated as
of January 25, 2008 (as amended, restated, supplemented or otherwise modified
from time to time, the “Revolving Loan Agreement”). Prior to the date
hereof, an Event of Default (as defined in the Revolving Loan Agreement) had occurred
under the Revolving Loan Agreement and, in connection with the Revolving Lender
entering into a forbearance agreement with the Borrower Representative and RNK,
on or about January 25, 2008, the Mennen Trust (in its capacity, as of the date
thereof, as a guarantor of the Borrower Representative’s and RNK’s obligations
under the Revolving Loan Agreement and the other Revolving Loan Documents) paid
the Revolving Lender $3,500,000 (the “Payment Amount”), which amount
represented, and was applied to, principal and accrued but unpaid interest and
fees under the Revolving Loan Agreement and the


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other
Revolving Loan Documents. The Mennen Trust is subrogated to the rights of the
Revolving Lender to the extent of the Payment Amount, including the right to be
paid interest at the rates, at the time, and in accordance with the terms,
covenants and conditions set forth in the Revolving Loan Agreement.


          E.
The Borrower Representative, the subsidiaries of the Borrower Representative
from time to time party thereto as guarantors, the lenders from time to time
party thereto (the “Senior Lenders”), and Victory Park Management, LLC,
a Delaware limited liability company, as agent (the “Agent”), are party
to that certain Financing Agreement dated as of the date hereof (the “Bridge
Loan Agreement”), pursuant to which the Senior Lenders have agreed, subject
to the terms and conditions set forth therein, to provide a $9,300,000 original
principal amount secured term loan to the Borrower Representative (the “Bridge
Loan Indebtedness”). A portion of the proceeds from the Bridge Loan
Indebtedness shall be used to pay all of the outstanding obligations of the
Borrower Representative and its affiliates under the Revolving Loan Agreement
and the Revolving Loan Documents.


          F.
The Borrower Representative has requested that the Mennen Trust, in its
capacity as the Lender, waive the Existing Defaults, grant its consent to the
Borrower Representative incurring the Bridge Loan Indebtedness, and effect
certain amendments to the Loan Agreement, including, without limitation, to
provide that the Payment Amount shall be deemed an “Term Loan Advance” and a
“Term Loan” under the Loan Agreement so as to preserve and recognize, upon the
payment of all of the outstanding obligations of the Borrower Representative
and its affiliates under the Revolving Loan Agreement and the Revolving Loan
Documents, the Mennen Trust’s rights as subrogee and acknowledge that the
Borrower Representative’s and RNK’s obligations with respect to the Payment
Amount are secured by a continuing lien on and security interest in the
Collateral. The Lender is willing to grant the requested waiver and consent,
and effect the amendments to the Loan Agreement requested by Borrower
Representative, on the terms and conditions hereinafter set forth.


          NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties signatory hereto
agree as follows:


          1.
Definitions. Capitalized terms not otherwise defined herein shall have
the respective meanings given such terms in the Loan Agreement.


          2.
Waiver. Subject to the satisfaction of the conditions precedent set
forth in Section 6 hereof, the Lender hereby waives the Existing Defaults. The
Borrower Representative acknowledges and agrees that the foregoing provisions
of this Section 2 relate solely to the Existing Defaults and shall in no way be
deemed or construed as a waiver by the Lender of any Event of Default under the
Loan Agreement or any of the other Loan Documents occurring subsequent to the
date of this Agreement. The Lender expressly reserves the full extent of their
rights under the Loan Agreement, the other Loan Documents and applicable law in
respect of any subsequent Event of Default occurring after the date hereof and
not specified herein as one of the Existing Defaults.


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          3.
Consent. Subject to the satisfaction of the conditions precedent
set forth in Section 6 hereof, and notwithstanding anything to the contrary in
the Loan Agreement and the other Loan Documents, the Lender hereby consents in
all respects to the execution, delivery and performance of the Bridge Loan
Agreement and the Bridge Loan Documents, including the incurrence of
indebtedness and liens thereunder.


          4.
Amendments to Loan Agreement.


                    (a)
Notwithstanding anything to the contrary in the Loan Agreement and the other
Loan Documents, the Borrower Representative and the Lender agree that, as of
the March 18, 2009, the Mennen Trust shall not be deemed a “Borrower” under the
Loan Agreement and the other Loan Documents and that all references in the Loan
Agreement and the other Loan Documents to “Borrower” or “Borrowers” therein
shall solely mean Wave2Wave. In accordance with the foregoing, any
representation, warranty or covenant set forth in the Loan Agreement or any
other Loan Document and applicable to the Mennen Trust solely in its capacity
as a Borrower and not as a Lender thereunder shall be of no further force and
effect solely with respect to the Mennen Trust, and the Lender hereby
acknowledges and agrees that all security interests and other liens granted to
or held by the Lender as security for the indebtedness of the Mennen Trust
under the Loan Agreement shall be released and discharged and all other
obligations of the Mennen Trust, solely in its capacity as a Borrower and not
as a Lender, under the Loan Agreement or any other Loan Document shall be
released and discharged.


                    (b)
The Loan Agreement is hereby amended by deleting the legend appearing
immediately before the title on the first page of the Loan Agreement and
inserting the following legend in lieu thereof:


	
  

 	
  

 	
  

 
	
  

 	
 “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, INTER ALIA, 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.”

 	
  

 



                    (c)
The Loan Agreement is hereby amended by adding a new Section 1.3 thereto as
follows:


	
  

 	
  

 
	
  

 	
           “1.3
 Subrogee Loan. The Subrogee Loan shall be deemed a
 “Term Loan Advance” and a “Term Loan” hereunder, shall be included in the
 “Obligations” and shall

 


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 be secured by a continuing
 lien on and security interest in the Collateral. The Subrogee Loan will be
 evidenced by a term note in the form attached hereto as Exhibit D.

 



                    (d)
Section 3.1(a) of the
Loan Agreement is hereby amended and restated in its entirety as follows: “[Intentionally Omitted]”.


                    (e)
Section 5.20(v)(B) of the Loan Agreement is hereby amended by deleting the
reference to “the Revolving Loan Documents” and inserting in lieu thereof the
following: “the Bridge Loan Documents”.


                    (f)
Schedule A to the Loan Agreement shall be amended by deleting the reference to
“$34,000,000 on and after the date hereof until the Second Advance Date and, on
and after the Second Advance Date, $35,700,000” in Section 2(a) thereof and
replacing such reference with “$39,200,000”.


                    (g)
Schedule B to the Loan Agreement is hereby amended by amending and restating
the following definitions in their entirety as follows:


	
  

 	
  

 
	
  

 	
           “Intercreditor
 Agreement” means
 that certain Subordination and Intercreditor Agreement dated as of September
 8, 2009, by and among by and among 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, as successor in interest to Greystone Funding
 Corporation solely in its capacity as Lender, Wave2Wave, and Victory Park
 Management, LLC, a Delaware limited liability company, as agent, as amended,
 restated, supplemented or otherwise modified from time to time.

 



                    (h)
Schedule B of the Loan Agreement is hereby amended by deleting the reference to
“the Revolving Loan Documents” appearing in clause (iv) of the definition of
“Permitted Debt” and inserting in lieu thereof the following: “the Bridge Loan
Documents”.


                    (i) Schedule B of the Loan Agreement is hereby amended by deleting the
reference to “the Revolving Loan Documents” appearing in clause (xii) of the
definition of “Permitted Liens” and inserting in lieu thereof the following:
“the Bridge Loan Documents”.


                    (j)
Schedule B to the Loan Agreement is hereby amended by adding the following new
definitions thereto in the appropriate alphabetical order:


	
  

 	
  

 
	
  

 	
           “Bridge
 Loan Agreement” means that certain Financing Agreement dated as of September 8, 2009,
 by and among Wave2Wave, the subsidiaries of Wave2Wave from time to time party
 thereto as guarantors, the lenders from time to time party thereto, and
 Victory Park Management, LLC, a Delaware limited liability company, as agent,
 as amended, restated, supplemented or otherwise modified from time to time.

 
	
  

 	
  

 
	
  

 	
           “Bridge
 Loan Documents” means the Bridge Loan Agreement and each agreement, document or
 instrument executed in connection therewith, in each case as amended,
 restated, supplemented or otherwise modified from time to time.

 


4









	
  

 	
  

 
	
  

 	
           “Revolving
 Lender” shall
 mean Greystone Business Credit II, L.L.C.

 
	
  

 	
  

 
	
  

 	
           “Subrogee
 Loan” means
 the $3,500,000 paid by the Mennen Trust (in its capacity as a guarantor of
 the Borrower Representative’s and RNK’s obligations under the Revolving Loan
 Agreement and the other Revolving Loan Documents) to the Revolving Lender on
 or about January 25, 2008, in connection with the Revolving Lender entering
 into a forbearance agreement with the Borrower Representative and RNK, which
 amount represented, and was applied to, principal and accrued but unpaid
 interest and fees under the Revolving Loan Agreement and the other Revolving
 Loan Documents, and with respect to such amount the Mennen Trust is
 subrogated to the rights of the Revolving Lender, including the right to be
 paid interest at the rates, at the time, and in accordance with the terms,
 covenants and conditions set forth in the Revolving Loan Agreement.

 



                    (k)
Exhibit A (Term Note) to the Loan Agreement is hereby amended by
deleting such Exhibit A in its entirety and inserting in lieu thereof Exhibit
A attached hereto.


                    (l)
The Loan Agreement is hereby amended by adding a new Exhibit D (Subrogee
Note) in the form of Exhibit B attached hereto.


          5.
Representations and Warranties. Borrower Representative represents and
warrants to the Lender that:


                    (a)
The representations and warranties set forth in the Loan Agreement and in each
of the other Loan Documents are true and correct on the date hereof, as if made
on and as of the date hereof and as if each reference therein to “this
Agreement” or the “Loan Agreement” or the like includes reference to this
Agreement and the Loan Agreement as amended hereby (except to the extent that
such representations and warranties expressly relate to an earlier date, in
which case they are true and correct as of such earlier date);


                    (b)
The execution, delivery, and performance of this Agreement and of the Loan
Agreement and the other Loan Documents are within such Borrower
Representative’s corporate power, have been duly authorized by all necessary
corporate action, and are not in contravention of any law, rule, or regulation,
or any order, judgment, decree, writ or injunction, or award of any arbitrator,
court, or governmental body, or of the terms of its charter, bylaws or other
operative or formative documents, or of any contract or undertaking to which it
is a party or by which any of its properties may be bound or affected;


                    (c)
This Agreement and the Loan Agreement and the other Loan Documents constitute
the Borrower Representative’s legal, valid, and binding obligation, enforceable
against the Borrower Representative in accordance with their respective terms,
except as enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium, or similar laws relating to or limiting creditors’ rights
generally; and


                    (d)
This Agreement has been duly executed and delivered by the Borrower
Representative.


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          6.
Conditions Precedent. The satisfaction of each of the following,
unless waived or deferred in writing by the Lender, shall constitute conditions
precedent to the effectiveness of this Agreement and each provision hereof:


                    (a)
The Lender shall have received the following, each of which shall be reasonably
satisfactory to the Agent in form and substance:


	
  

 	
  

 
	
  

 	
                     (i)
 This Agreement, duly executed by the Borrower Representative and the Lender;

 
	
  

 	
  

 
	
  

 	
                     (ii)
 the Amended and Restated Term Notes, substantially in the form attached
 hereto as Exhibit A, duly executed and delivered by Borrower;

 
	
  

 	
  

 
	
  

 	
                     (iii)
 the Subrogee Note, substantially in the form attached hereto as Exhibit B, duly executed and delivered by Borrower
 and RNK;

 
	
  

 	
  

 
	
  

 	
                     (iv)
 Evidence that the Borrower Representative shall have received cash
 consideration (after the payment of any transaction expenses payable at the
 closing of the transactions contemplated by the Bridge Loan Agreement) of at
 least $9,300,000, representing proceeds of the Bridge Loan Indebtedness, and
 executed copies of all documentation with respect thereto, including without
 limitation the Bridge Loan Agreement and all schedules and exhibits thereto,
 and evidence that the Borrower Representative has used a portion of such
 proceeds in an amount equal to $3,395,888.80 to pay all of the outstanding
 obligations of the Borrower Representative and its affiliates under the
 Revolving Loan Agreement and the Revolving Loan Documents;

 
	
  

 	
  

 
	
  

 	
                     (v)
 All fees and other amounts due and payable on or prior to the date hereof,
 including, to the extent invoiced, reimbursement or payment of all reasonable
 out-of-pocket expenses (including, without limitation, reasonable fees and
 expenses of Choate, Hall & Stewart LLP, counsel to the Lender) required
 to be reimbursed or paid by the Borrower pursuant to the terms of the Loan
 Agreement;

 
	
  

 	
  

 
	
  

 	
                     (vi)
 All necessary consents and approvals (other than the Regulatory Consent (as
 defined in the Bridge Loan Agreement)) with respect to the consummation of
 the transactions contemplated by the Bridge Loan Agreement and this
 Agreement; and

 
	
  

 	
  

 
	
  

 	
                     (vii)
 Such other documents relating to the transactions contemplated hereby as the
 Lender may reasonably request.

 



                    (b)
All orders, permissions, consents, approvals, licenses, authorizations and
validations of, and filings, recordings and registrations with, and exemptions
by, any governmental body, or any other Person required to authorize or
otherwise required in connection with the execution, delivery and performance
by the Borrower Representative of this Agreement and the transactions
contemplated, shall have been obtained and shall be in full force and effect.


6





          7.
Effect on Loan Documents. The Loan Agreement and the other Loan
Documents shall be and remain in full force and effect in accordance with their
terms and hereby are ratified and confirmed by the Borrower Representative in
all respects. Except as expressly set forth herein, the execution, delivery,
and performance of this Agreement shall not operate as a waiver of any right,
power, or remedy of the Lender under the Loan Agreement or the other Loan
Documents, as in effect prior to the date hereof. The Borrower Representative
hereby ratifies and confirms in all respects all of its obligations and any
prior grant of a security interest under the Loan Agreement and the other Loan
Documents.


          8.
Further Assurances. The Borrower Representative shall execute and
deliver all agreements, documents and instruments, each in form and substance
satisfactory to the Lender, and take all actions as the Lender may reasonably
request from time to time, to perfect and maintain the perfection and priority
of the security interest in the Collateral and to fully consummate the
transactions contemplated under this Agreement and the Loan Agreement, as
modified hereby.


          9.
No Novation; Entire Agreement. This Agreement is not a novation or
discharge of the terms and provisions of the obligations of the Borrower under
the Loan Agreement and the other Loan Documents. There are no other
understandings, express or implied, among the Borrower and the Lender regarding
the subject matter hereof or thereof


          10.
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, the Borrower Representative, on behalf of itself
and its successors, assigns, and other legal representatives, hereby
absolutely, unconditionally and irrevocably releases, remises and forever
discharges Lender and its successors and assigns, and its present and former
shareholders, Affiliates, trustees, 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 the Borrower Representative 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 Agreement, 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. The Borrower Representative 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. The Borrower
Representative 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 herein.


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          11.
Choice of Law.
The validity of this Agreement, its construction, interpretation and
enforcement, and the rights of the parties hereunder, shall be determined
under, governed by, and construed in accordance with, the laws of the State of
New York.


          12.
Counterparts; Facsimile Execution. This Agreement may be executed in any number
of counterparts and by different parties and separate counterparts, each of
which when so executed and delivered shall be deemed an original, and all of
which, when taken together, shall constitute one and the same instrument.
Delivery of an executed counterpart of a signature page to this Agreement by facsimile
shall be as effective as delivery of a manually executed counterpart of this
Agreement. Any party delivering an executed counterpart of this Agreement by
facsimile also shall deliver a manually executed counterpart of this Agreement
but the failure to deliver a manually executed counterpart shall not affect the
validity, enforceability, and binding effect of this Agreement.


          13.
Construction.
This Agreement and the Loan Agreement shall be construed collectively and in
the event that any term, provision or condition of any of such documents is
inconsistent with or contradictory to any term, provision or condition of any
other such document, the terms, provisions and conditions of this Agreement
shall supersede and control the terms, provisions and conditions of the Loan
Agreement. Upon and after the effectiveness of this, Agreement, each reference in the Loan
Agreement to “this Agreement”, “hereunder”, “herein”, “hereof’ or words of like
import referring to the Loan Agreement, and each reference in the other Loan
Documents to “the Loan Agreement”, “thereunder”, “therein”, “thereof’ or words
of like import referring to the Loan Agreement, shall mean and be a reference
to the Loan Agreement as modified hereby.


 [Remainder of page intentionally left blank;
signature pages follow.]


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          IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BORROWER REPRESENTATIVE:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 WAVE2WAVE
 COMMUNICATIONS, INC.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Steven
 Asman

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Steven
 Asman

 
	
  

 	
  

 	
 Title:
 President

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 LENDER:

 
	
  

 	
  

 
	
  

 	
 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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ George
 Jeff Mennen

 
	
  

 	
  

 	
 George Jeff
 Mennen, Co-Trustee U/A/D

 
	
  

 	
  

 	
 November 25,
 1970, as amended for the

 
	
  

 	
  

 	
 benefit of
 John Henry Mennen

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 Wilmington
 Trust Company, Co-Trustee

 
	
  

 	
  

 	
 U/A/D
 November 25, 1970, as amended for

 
	
  

 	
  

 	
 the benefit
 of John Henry Mennen

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
 /s/ Mark A.
 Oller

 
	
  

 	
  

 	
  

 	
 Name: Mark
 A. Oller

 
	
  

 	
  

 	
  

 	
 Title: Vice
 President

 


[Signature Page to Amendment No. 7]





          CONSENT AND REAFFIRMATION 


          Each
of the undersigned (each a “Guarantor” and collectively the “Guarantors”)
hereby (i) acknowledge
receipt of a copy of the foregoing Waiver and Amendment No. 7 to Loan and
Security Agreement (the “Amendment”) between Wave2Wave Communications, Inc., a
Delaware corporation, and 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 “Lender”); (ii) consents to Borrower Representative’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’ acknowledgement 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