0000930413-10-006068 Sample Contracts

AMENDMENT NO. 9 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec • New York

This AMENDMENT NO. 9 TO LOAN AND SECURITY AGREEMENT (“Amendment”) is dated January 27, 2010 and is entered into by and between WAVE2WAVE COMMUNICATIONS, INC., a Delaware corporation (“Borrower”), 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, AS ASSIGNEE (“Lender”).

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Underwriting Agreement
Underwriting Agreement • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec • New York

Aegis Capital Corp. As representative of the Underwriters named in Schedule I hereto, c/o Aegis Capital Corp. 810 7th Avenue, 11th Floor New York, New York 10019

AMENDMENT NO. 3 to the INTERCONNECTION AGREEMENT between VERIZON NEW JERSEY INC. and SPRINT COMMUNICATIONS COMPANY L.P.
Interconnection Agreement • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec

This Amendment No. 3 (this “Amendment”) is made this 5th day of March, 2001 by and between Verizon New Jersey Inc., f.k.a., Bell Atlantic – New Jersey, Inc. a New Jersey corporation (“VERIZON”), and Sprint Communications Company L.P., a Delaware limited partnership (“SPRINT”). (VERIZON and SPRINT may be hereinafter referred to, each individually, as a “Party,” and, collectively, as the “Parties”).

FOURTH AMENDMENT TO LEASE
Lease • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec

THIS FOURTH AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of this day of December by and between NS NORFOLK ACQUISITION, LLC, a Delaware limited liability company having an address of c/o Normandy Real Estate Partners, 1776 On The Green, 67 Park Place East, 8th Floor, Morristown, N.J. 07960 (“Landlord”) and RNK, INC., a Massachusetts corporation, d/b/a RNK Communications, having an address of 333 Elm Street, Dedham, Massachusetts 02026 (“Tenant”).

Wave2Wave Communications, Inc. STOCK OPTION AGREEMENT
Stock Option Agreement • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec

Unless otherwise defined herein, the terms defined in the Wave2Wave Communications, Inc. 2000 Stock Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement.

THIRD AMENDMENT
Third Amendment • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec

THIS THIRD AMENDMENT (the “Amendment”) is made and entered into as of the 3rd day of February, 2006, by and between RP/SARACEN PROPERTIES, LLC, a Delaware limited liability company (“Landlord”), and RNK, INC. d/b/a RNK Telecom, a Massachusetts corporation (“Tenant”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and effective as of the 20th day of November, 2009, by and between WAVE2WAVE COMMUNICATIONS, INC., a Delaware corporation having a principal business address at Continental Plaza, 6th Floor, 433 Hackensack Avenue, Hackensack, New Jersey 07601 (the “Company”) and ANDREW BRESSMAN, an individual having an address at 14 Hoverman Road, Old Tappan, New Jersey 07675 (the “Employee”). Employee and Company shall be individually referred to as a “Party”, and collectively as the “Parties.”

CONSENT AGREEMENT AND NOTE MODIFICATION
Consent Agreement and Note Modification • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec

This CONSENT AGREEMENT AND NOTE MODIFICATION (the “Agreement”) is entered into as of December 14, 2010 by and among RNK HOLDING COMPANY, a Massachusetts business trust (“RNK Holding”), HANOVER LEASING, LLC, a Delaware limited liability company (“Hanover”), MR. DOUG DENNY-BROWN, an individual (“Denny-Brown”), MR. NEAL HART, an individual (“Hart”), MR. GLENN POKRAKA, an individual (“Pokraka”), MR. JOHN SKINNER, an individual (“Skinner”), MR. FRED WEYMSS, an individual (together with RNK Holding, Hanover, Denny-Brown, Hart, Pokraka and Skinner, each a “Subordinated Creditor” and collectively the “Subordinated Creditors”) and WAVE2WAVE COMMUNICATIONS, INC., a Delaware corporation (the “Borrower”).

AMENDMENT NO. 1 to the INTERCONNECTION AGREEMENT BETWEEN VERIZON NEW YORK INC. AND RNK INC.
Interconnection Agreement • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec • New York

This Amendment No. 1 (the “Amendment”) is effective December 20, 2004 (“Amendment Effective Date”), and is entered into by and between Verizon New York Inc. (“Verizon”) and RNK Inc. (“RNK”). (Verizon and RNK may hereinafter be referred to, each individually, as a “Party,” and, collectively, as the “Parties”).

INTERCONNECTION AGREEMENT Dated as of November 1, 2000 by and between VERIZON NEW HAMPSHIRE F/k/a BELL ATLANTIC - NEW HAMPSHIRE and Level 3 Communications, LLC
Interconnection Agreement • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec

This Interconnection Agreement (“Agreement”) is effective as of the 1st day of November, 2000 (the “Effective Date”), by and between Verizon New Hampshire, f/k/a Bell Atlantic New Hampshire, (“BA”), a New York corporation, and Level 3 Communications, LLC (“Level 3”), a Delaware limited liability company with offices at 1025 Eldorado Boulevard, Broomfield, Colorado 80021 (each of BA and Level 3 being, individually, a “Party” and, collectively, the “Parties”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec • New York

This Executive Employment Agreement (the “Agreement”) is made as of September 21, 2010 by and between Wave2Wave Communications, Inc., a Delaware corporation (the “Company”) and Aaron Dobrinsky (“Executive”).

WIRELESS TRAFFIC EXCHANGE AGREEMENT BETWEEN RNK COMMUNICATIONS AND VERIZON WIRELESS * WE HAVE REQUESTED CONFIDENTIAL TREATMENT OF CERTAIN PROVISIONS CONTAINED IN THIS EXHIBIT. THE COPY FILED AS AN EXHIBIT OMITS THE INFORMATION SUBJECT TO THE...
Exchange Agreement • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec • New York

This Traffic Exchange Agreement (“Agreement”) is effective November 1, 2007 (the “Effective Date”), by and between RNK Inc. d/b/a RNK Communications on behalf of itself and its CLEC subsidiaries in the states designated herein (“Carrier”), with offices at 333 Elm Street, Suite 310, Dedham, MA 02026 and Cellco Partnership d/b/a Verizon Wireless and its affiliates (collectively, “Verizon Wireless”), each having an office and principal place of business at One Verizon Way, Basking Ridge, New Jersey, 07920.

SIXTH FORBEARANCE AGREEMENT
Sixth Forbearance Agreement • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec • Illinois

This Sixth Forbearance Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of September 21, 2010 by and among Wave2Wave Communications, Inc., a Delaware corporation (“Borrower”), RNK, Inc., a Massachusetts corporation (“RNK”), Wave2Wave VOIP Communications, LLC, a Delaware limited liability company (“VOIP”), Wave2Wave Data Communications, LLC, a Delaware limited liability company (“Wave Data”), Wave2Wave Communications Mid-West Region, LLC, a Delaware limited liability company (“Wave Communications”), RNK VA, LLC, a Virginia limited liability company (“RNK VA”; RNK VA, together with Borrower, RNK, VOIP, Wave Data and Wave Communications are sometimes hereinafter referred to individually as a “Company” and collectively as the “Companies”), the financial institutions party hereto as “Lenders” (collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent for the

THIS NOTE AND THE PAYMENTS HEREUNDER ARE SUBORDINATED TO THE CLAIMS OF THE SENIOR DEBT (DEFINED BELOW) AND ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN SUBORDINATION AGREEMENTS (DEFINED BELOW) 6% SECURED PROMISSORY NOTE
Stock Purchase Agreement • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec • Massachusetts

Wave2Wave Communications, Inc., a Delaware corporation (“Wave2Wave”), and RNK, Inc., a Massachusetts corporation (together with Wave2Wave and their respective successors and assigns, the “Buyer”), for value received hereby promises to pay to the order of _____________ and its permitted successors, heirs, transferees and assigns (the “Noteholder”), at its principal office at _______________ or at such other place as may be designated from time to time in writing by the Noteholder, the principal sum of _____________________ and 00/100 Dollars (US$__________) together with interest on unpaid balances from the date hereof until paid in full at a rate equal to 6% per annum, computed on the basis of a 360-day year of twelve 30-day months.

AGREEMENT Effective as of September 1, 2001 by and between D&E SYSTEMS, INC. and VERIZON PENNSYLVANIA INC., f/k/a Bell Atlantic – Pennsylvania, Inc. FOR THE COMMONWEALTH OF PENNSYLVANIA
Agreement • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec • Pennsylvania

This Agreement (“Agreement”) is effective as of September 1, 2001 (the “Effective Date”), between D&E Systems, Inc., (D&E), a corporation organized under the laws of the State of Delaware, with offices at 124 East Main Street, P.O. Box 458, Ephrata, Pennsylvania 17522-0458 and Verizon Pennsylvania Inc., f/k/a Bell Atlantic – Pennsylvania, Inc. (“Verizon”), a corporation organized under the laws of the Commonwealth of Pennysylvania with offices at 1717 Arch Street, Philadelphia, Pennsylvania 19103.

December 13, 2010 VIA HAND DELIVERY Andrew Bressman 14 Hoverman Road Old Tappan, NJ 07675 Re: Amendment to Separation Agreement Dear Andrew:
Wave2Wave Communications, Inc. • December 16th, 2010 • Communications services, nec

This letter confirms our discussion, whereby Sections 3 and 17(b) of that certain Separation Agreement, dated as of May 6, 2010, by and between us (the “Agreement”), are amended as set forth below.

AMENDMENT NO. 3 to the INTERCONNECTION AGREEMENT BETWEEN VERIZON NEW ENGLAND INC., D/B/A VERIZON NEW HAMPSHIRE, F/K/A NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY, D/B/A BELL ATLANTIC — NEW HAMPSHIRE AND RNK INC., D/B/A RNK TELECOM FOR NEW HAMPSHIRE
Interconnection Agreement • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec • New Hampshire

This Amendment No. 3 (the “Amendment”) is effective December 20, 2004 (“Amendment Effective Date”), and is entered into by and between Verizon New England Inc., d/b/a Verizon New Hampshire, f/k/a New England Telephone and Telegraph Company, d/b/a Bell Atlantic — New Hampshire (“Verizon”) and RNK Inc., d/b/a RNK Telecom (“RNK”). (Verizon and RNK may hereinafter be referred to, each individually, as a “Party,” and, collectively, as the “Parties”).

AMENDMENT NO. 2 to the INTERCONNECTION AGREEMENT between VERIZON NEW ENGLAND INC., d/b/a VERIZON MASSACHUSETTS, f/k/a NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY, d/b/a BELL ATLANTIC – MASSACHUSETTS and RNK, INC. D/B/A RNK TELECOM
Interconnection Agreement • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec

This Amendment No. 2 (the “Amendment”) is made by and between Verizon New England Inc., d/b/a Verizon Massachusetts, f/k/a New England Telephone and Telegraph Company, d/b/a Bell Atlantic - Massachusetts (“Verizon”), a New York corporation with offices at 185 Franklin Street, Boston, Massachusetts 02110, and RNK, Inc. d/b/a RNK Telecom, a corporation with offices at 333 Elm Street, Suite 310, Dedham, MA 02026 (“RNK”), and, except as otherwise expressly provided herein, shall be deemed effective on July 14, 2005 (the “Amendment Effective Date”). Verizon and RNK are hereinafter referred to collectively as the “Parties” and individually as a “Party”. This Amendment covers services in Verizon’s service territory in the Commonwealth of Massachusetts (the “Commonwealth”).

WAIVER, CONSENT AND AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec

This WAIVER, CONSENT AND AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (“Amendment”) is dated as of January 25, 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”).

AGREEMENT between Bell Atlantic — New Jersey, Inc. and Sprint Communications Company L.P. Effective Date: May 15, 1998
Agreement • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec • New Jersey

This Agreement, which shall become effective as of the 15th day of May, 1998 (“Effective Date”), is entered into by and between Sprint Communications Company L.P., a Delaware limited partnership, having an office at 8140 Ward Parkway, Kansas City, Missouri, 64114 (“Sprint”), and Bell Atlantic—New Jersey, Inc., a New Jersey corporation, having an office at 540 Broad Street, Newark, New Jersey, 07101 (“BA”).

AMENDMENT NO. 6 to the INTERCONNECTION AGREEMENT between VERIZON NEW JERSEY INC., F/K/A BELL ATLANTIC – NEW JERSEY, INC. and SPRINT COMMUNICATIONS COMPANY L.P. FOR NEW JERSEY
Interconnection Agreement • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec

This Amendment No. 6 (this “Amendment”) is effective July 1, 2004 (“Amendment Effective Date”), by and between Verizon New Jersey Inc., formerly known as Bell Atlantic – New Jersey, Inc. (“Verizon”), and Sprint Communications Company L.P. (“Sprint”). (Verizon and Sprint may hereinafter be referred to, each individually, as a “Party,” and, collectively, as the “Parties”).

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FIRST AMENDMENT
First Amendment • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec

THIS FIRST AMENDMENT (the “Amendment”) is made and entered into as of the 11th day of November, 2004, by and between RP/SARACEN PROPERTIES, LLC, a Delaware limited liability company (“Landlord”), and RNK, INC. d/b/a RNK Telecom, a Massachusetts corporation (“Tenant”).

We have requested confidential treatment of certain provisions contained in this exhibit. The copy filed as an exhibit omits the information subject to the confidentiality request.* FIRST AMENDMENT TO THE INTERCONNECTION & TRAFFIC EXCHANGE AGREEMENT...
Wave2Wave Communications, Inc. • December 16th, 2010 • Communications services, nec

Pursuant to this Amendment, Sprint Spectrum L.P., a Delaware limited partnership, as agent and general partner for APC PCS, LLC., a Delaware limited partnership, PhillieCo, L.P., a Delaware Limited Partnership, and SprintCom, Inc., a Kansas Corporation (collectively “Sprint PCS”), and Nextel Operations, Inc, a Delaware Corporation, acting in its authority as agent for the benefit of Nextel of California, Inc., a Delaware corporation, Nextel Communications of the MidAtlantic, Inc., a Delaware corporation, Nextel of New York, Inc., a Delaware corporation, Nextel South Corp., a Georgia corporation, Nextel of Texas, Inc., a Texas corporation and Nextel West Corp., a Delaware corporation. (collectively “Nextel”), NPCR, Inc. (“Nextel Partners”), and Sprint Communications Company Limited Partnership (“Sprint”) (hereinafter Sprint PCS, Nextel, Nextel Partners and Sprint collectively referred to as “Sprint Nextel”), on behalf of themselves, their subsidiaries and Affiliates and RNK, Inc. d/b/a

FOURTH FORBEARANCE AGREEMENT
Fourth Forbearance Agreement • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec • Illinois

This Fourth Forbearance Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of May 21, 2010 by and among Wave2Wave Communications, Inc., a Delaware corporation (“Borrower”), RNK, Inc., a Massachusetts corporation (“RNK”), Wave2Wave VOIP Communications, LLC, a Delaware limited liability company (“VOIP”), Wave2Wave Data Communications, LLC, a Delaware limited liability company (“Wave Data”), Wave2Wave Communications Mid-West Region, LLC, a Delaware limited liability company (“Wave Communications”), RNK VA, LLC, a Virginia limited liability company (“RNK VA”; RNK VA, together with Borrower, RNK, VOIP, Wave Data and Wave Communications are sometimes hereinafter referred to individually as a “Company” and collectively as the “Companies”), the financial institutions party hereto as “Lenders” (collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent for the Lende

AGREEMENT by and between NUI TELECOM, INC. and VERIZON WASHINGTON, DC INC. FOR THE DISTRICT OF COLUMBIA
Agreement • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec • District of Columbia

This Agreement (“Agreement”) shall be deemed effective as of September 20, 2002 (the “Effective Date”), between NUI Telecom, Inc. (“NUI”), a corporation organized under the laws of the State of New Jersey, with offices at 550 Route 202-206, Bedminster, NJ 07921 and Verizon Washington, DC Inc. (“Verizon”), a corporation organized under the laws of the State of New York with offices at 1710 H Street N.W., Washington, DC 20006 (Verizon and NUI may be referred to hereinafter, each, individually as a “Party”, and, collectively, as the “Parties”).

FORBEARANCE AGREEMENT
Forbearance Agreement • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec • Illinois

This Forbearance Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of March 22, 2010 by and among Wave2Wave Communications, Inc., a Delaware corporation (“Borrower”), RNK, Inc., a Massachusetts corporation (“RNK”), Wave2Wave VOIP Communications, LLC, a Delaware limited liability company (“VOIP”), Wave2Wave Data Communications, LLC, a Delaware limited liability company (“Wave Data”), Wave2Wave Communications Mid-West Region, LLC, a Delaware limited liability company (“Wave Communications”), RNK VA, LLC, a Virginia limited liability company (“RNK VA”; RNK VA, together with Borrower, RNK, VOIP, Wave Data and Wave Communications are sometimes hereinafter referred to individually as a “Company” and collectively as the “Companies”), the financial institutions party hereto as “Lenders” (collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent for the Lenders (i

AMENDMENT NO. 2 REGARDING RECIPROCAL COMPENSATION
Wave2Wave Communications, Inc. • December 16th, 2010 • Communications services, nec

THIS AMENDMENT No. 2 (this “Amendment”) is made this 30th day of August 2001 (the “Effective Date”), by and between Verizon New England Inc., d/b/a Verizon New Hampshire, f/k/a New England Telephone and Telegraph Company, d/b/a Bell Atlantic — New Hampshire a New York corporation with offices at 185 Franklin Street, Boston, MA 02110 (“Verizon”) and RNK, Inc, d/b/a RNK Telecom, a Massachusetts corporation with offices at 333 Elm Street, Dedham, MA 02026 (“RNK”). (Verizon and RNK may be hereinafter referred to, each individually, as a “Party” and, collectively, as the “Parties”). This Amendment covers services in State of New Hampshire (the “State”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and effective as of December 31, 2009, by and among WAVE2WAVE COMMUNICATIONS, INC., a Delaware corporation (the “W2W”), RNK, Inc. d/b/a RNK Communications (“RNK”) and RICHARD N. KOCH (the “Executive”). W2W, RNK and Executive shall be individually referred to as a “Party”, and collectively as the “Parties.”

AMENDMENT NO. 1 to the INTERCONNECTION AGREEMENT BETWEEN VERIZON NEW ENGLAND INC. D/B/A VERIZON MASSACHUSETTS, F/K/A NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY, D/B/A BELL ATLANTIC - MASSACHUSETTS AND RNK INC., D/B/A RNK TELECOM FOR MASSACHUSETTS
Wave2Wave Communications, Inc. • December 16th, 2010 • Communications services, nec • Massachusetts

This Amendment No. 1 (the “Amendment”) is effective December 20, 2004 (“Amendment Effective Date”), and is entered into by and between Verizon New England Inc., d/b/a Verizon Massachusetts, f/k/a New England Telephone and Telegraph Company, d/b/a Bell Atlantic - Massachusetts (“Verizon’) and RNK Inc., d/b/a RNK Telecom (“RNK”). (Verizon and RNK may hereinafter be referred to, each individually, as a “Party,” and, collectively, as the “Parties”).

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and effective as of June 30, 2010, by and among WAVE2WAVE COMMUNICATIONS, INC., a Delaware corporation (the “W2W”), RNK, Inc. d/b/a RNK Communications (“RNK”) and RICHARD N. KOCH (the “Executive”). W2W, RNK and Executive shall be individually referred to as a ‘Party”, and collectively as the “Parties.”

AMENDMENT NO. 1 to the INTERCONNECTION AGREEMENT between VERIZON PENNSYLVANIA INC. and RNK PENNSYLVANIA, INC.
Interconnection Agreement • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec

This Amendment No. 1 (the “Amendment”) is made by and between Verizon Pennsylvania Inc. (“Verizon”), a Pennsylvania corporation with principal place of business at 1717 Arch Street, Philadelphia, Pennsylvania 19103, and RNK Pennsylvania, Inc., a corporation with offices at 333 Elm Street, Suite 310, Dedham, MA 02026 (“RNK”), and, except as otherwise expressly provided herein with respect to particular provisions hereof, shall be deemed effective on November 5, 2007 (the “Amendment Effective Date”). Verizon and RNK are hereinafter referred to collectively as the “Parties” and individually as a “Party. This Amendment covers services in Verizon’s service territory in the Commonwealth of Pennsylvania (the “Commonwealth”).

AMENDMENT NO. 5 to the INTERCONNECTION AGREEMENT between VERIZON NEW JERSEY INC. F/K/A BELL ATLANTIC – NEW JERSEY, INC. and SPRINT COMMUNICATIONS COMPANY L.P.
Interconnection Agreement • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec

This Amendment No. 5 is made this 1st day of November, 2003 (“Amendment Effective Date”), by and between Verizon New Jersey Inc., formerly known as Bell Atlantic – New Jersey, Inc. (“Verizon”), a New Jersey corporation with offices at 540 Broad Street, Newark, New Jersey, 07101, and Sprint Communications Company L.P. (“Sprint”), a Delaware Limited Partnership with offices at 6160 Sprint Parkway, Kansas City, Missouri, 66251. (Verizon and Sprint may be referred to hereinafter, each individually as a “Party,” and collectively as the “Parties”).

Loan and Security Agreement
Stock Pledge Agreement • December 16th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec • New York

This Loan and Security Agreement (as it may be amended, this “Agreement”) is entered into on October 12, 2007 between GREYSTONE BUSINESS CREDIT II, L.L.C. (“Lender”), having an address at 152 West 57th Street, 60th Floor, New York, New York 10019 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”), and WAVE2WAVE COMMUNICATIONS, INC., a Delaware corporation (“Wave2Wave” and collectively with the Mennen Trust; each a “Borrower” and collectively, the “Borrowers”). The Schedules to this Agreement are an integral part of this Agreement and are incorporated herein by reference. Terms used, but not defined elsewhere, in this Agreement are defined in Schedule B.

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