Exhibit 10.1


                                AMENDMENT NO. 2

This AMENDMENT NO. 2 dated as of, May 6, 2009, (this "Amendment") by and between
FRONTIER COMMUNICATIONS  CORPORATION,  a Delaware corporation (formerly Citizens
Communications Company) ("Borrower"), and RURAL TELEPHONE FINANCE COOPERATIVE, a
District of Columbia cooperative association ("Lender").

                                    RECITALS

     WHEREAS, Borrower and Lender have entered into a Loan Agreement dated as of
October  24,  2001,  as amended by  Amendment  No. 1 dated as of March 31,  2003
(jointly the "Loan Agreement");

     WHEREAS,  Borrower has requested Lender to consent to certain modifications
to the terms and  conditions of the Loan Agreement and Lender has agreed to such
modifications;

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

     1.   Definitions.  Terms not  specifically  defined  herein  shall have the
          meanings respectively assigned to them in the Loan Agreement.

     2.   Representations   and  Warranties.   Borrower  hereby  represents  and
          warrants  that as of the date  hereof  the Loan  Agreement  is in full
          force and effect, and Borrower is not in default of any Obligation.

     3.   Section 6.03 of the Loan  Agreement is hereby  deleted in its entirety
          and shall be replaced by the following:

               6.03 Financial Ratio. As of the end of each fiscal quarter of the
               Borrower,  the Borrower  shall have a Leverage  Ratio not greater
               than 4.50 to 1.00.

     4.   The following shall be added to Section 2.03 of the Loan Agreement:

               (d)  Notwithstanding  anything set forth herein to the  contrary,
               if, as of the end of any  fiscal  quarter  of the  Borrower,  the
               Borrower  has a  Leverage  Ratio  in  excess  of 4.00 to 1.00 the
               Applicable  Rate shall be increased  by 0.25% and such  increased
               rate shall apply to the next quarterly payment.

     5.   Merger and  Integration.  This  Amendment,  the Loan Agreement and the
          matters  incorporated by reference contain the entire agreement of the
          parties   hereto  with   respect  to  the  matters   covered  and  the
          transactions contemplated hereby.

     6.   Severability.  If any  term,  provision  or  condition,  or  any  part
          thereof,  of this  Amendment,  shall  for any  reason be found or held
          invalid or unenforceable such invalidity or unenforceability shall not
          affect the  remainder of such term,  provision  or  condition  nor any
          other term, provision or condition,  and this Amendment,  and the Loan
          Agreement  shall  survive  and be  construed  as if  such  invalid  or
          unenforceable  term,  provision  or condition  had not been  contained
          therein.


<PAGE>

     7.   Incorporation of Terms of Loan Agreement.  Except as otherwise amended
          or modified herein,  the terms,  conditions and provisions of the Loan
          Agreement are incorporated herein by reference as if set forth in full
          herein and remain in full force and effect.



          IN WITNESS WHEREOF,  the parties hereto have caused this Amendment No.
          2 to be duly executed as of the day and year first above written.

          FRONTIER COMMUNICATIONS CORPORATION

          By:     /s/ David R. Whitehouse
              -------------------------------------------
                      David R. Whitehouse
                      Senior Vice President and Treasurer


          Attest:    /s/ David G. Schwartz                            (SEAL)
                  ---------------------------------------
                         Assistant Secretary



         RURAL TELEPHONE FINANCE COOPERATIVE

         By: /s/ Barry Carroll
             ---------------------------------

         Name: Barry Carroll
               -------------------------------

         Title: Assistant Secretary-Treasurer
                ------------------------------


         Attest: /s/ William R. Knecht, III                           (SEAL)
                 -----------------------------
                  Assistant Secretary-Treasurer