Exhibit 10.96

AMENDMENT TO CONSENT AGREEMENT AND NOTE MODIFICATION

This AMENDMENT TO CONSENT AGREEMENT AND NOTE MODIFICATION (the “Amendment”) is entered into as of January 11, 2011 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”).

WHEREAS, the Borrower and the Subordinated Creditors are party to that certain Consent Agreement and Note Modification, dated as of December 14, 2010 (the “Consent”) pursuant to which, among other things, the Subordinated Creditors agreed to extend the maturity date of the Amended Subordinated Notes (as defined in the Consent) to July 13, 2011; and

WHEREAS, in consideration of Borrower agreeing to an aggregate partial repayment of $1,000,000 on the Amended Subordinated Notes upon the closing of the Borrower’s contemplated initial public offering, the Subordinated Creditors have agreed that the maturity date of the Amended Subordinated Notes shall be further extended to March 31, 2012.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows.

1. Amendment of Section 1(b) of Consent. Section 1(b) of the Consent is hereby amended by deleting the first and second sentence of such Section in their entirety and replacing them with the following:

“Notwithstanding any provision of the Note Modification Agreement, any of the Amended Subordinated Notes or the Original Consent to the contrary, subject to the Borrower issuing the shares as described above and subject to the payment by the Borrower of $1,000,000 on the Amended Subordinated Notes at the closing of the IPO (in the proportions that the shares were issued to the Subordinated Creditors), the Subordinated Creditors hereby agree (i) to waive the requirement of the repayment in full of the Amended Subordinated Notes at the closing of the IPO and (ii) that the Amended Subordinated Notes are hereby amended to provide that the maturity date of the Amended Subordinated Notes shall be the earlier of: March 31, 2012 or the next financing achieved by Borrower following the IPO and repayment in full of the loan from Victory Park Management, LLC and Victory Park Credit Opportunities Master Fund, Ltd. made to Borrower on September 8, 2009, as amended, restated, supplemented or modified (the “Senior Note”); provided, that, if the closing of the IPO does not occur, then the maturity date of the Amended Subordinated Notes shall be July 13, 2011 or the next financing achieved by Borrower after repayment of the Senior Note. In the event that any proceeds remain from a financing, other than the IPO, (such financing referred to as an “Alternative Financing”) through which Borrower repays in full of the Senior Note, after such repayment, except as otherwise agreed by