Exhibit 10.53


AMENDMENT NO. 2 REGARDING 

RECIPROCAL COMPENSATION


          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”). 


          WHEREAS, pursuant to adoption letters dated
August 27, 2001 (the “Adoption Letters”), RNK adopted into the State of New
Hampshire, certain terms of the interconnection agreements between Level 3
Communications, LLC and 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 between Cox Communications, d/b/a Cox Rhode Island Telecomm H and
Verizon New England Inc., d/b/a Verizon Rhode Island, f/k/a New England
Telephone and Telegraph Company, d/b/a Bell Atlantic — Rhode Island
(collectively, the “Adoptions”); and 


          WHEREAS, pursuant to paragraph 32 of the BA/GTE
Merger Conditions, reciprocal compensation arrangements are not adoptable from
one state jurisdiction to another state jurisdiction; 


          WHEREAS, the Parties entered into Amendment No. 1
Regarding Unbundled Network Elements on August 30, 2001, to govern the
provisioning of unbundled network elements in the State of New Hampshire
(collectively the terms of the Adoptions and of Amendment No. 1 shall be
referred to as the “Terms”); 


          NOW,
THEREFORE, in
consideration of the mutual promises, provisions and covenants herein
contained, the sufficiency of which is hereby acknowledged, the Parties agree
as follows: 


          1.
Amendment No.2 to the Terms: The Parties agree that the terms and
conditions set forth in Attachment 1 and the rates in Appendix A, attached
hereto and made a part of this Amendment, shall exclusively govern the Parties’
provisions of reciprocal compensation arrangements and that any rates, terms
and/or conditions related to reciprocal compensation that are contained in the
Terms shall have no application to this Amendment. 


          2.
Attached hereto as Appendix B is a glossary of terms for use only in connection
with this Amendment (“Amendment Glossary”). When used in this Amendment
(including its Attachment and Appendices), the terms listed in the Amendment
Glossary shall have the meanings stated therein. The terms listed in the
Amendment Glossary shall have no application to non-reciprocal compensation
provisions contained in the Terms. 


          3.Conflict
between this Amendment No.2 and the Terms. This Amendment No.2 shall be
deemed to revise the terms and provisions of the Terms to the extent necessary
to give effect to the terms and provisions of this Amendment No.2. In the event
of a conflict between the terms and provisions of this Amendment No.2 and the
terms and provisions of the Terms, this Amendment No.2 shall govern, provided, however, that the fact that a term or provision appears
in this Amendment No.2 but not in the Terms, or in the Terms but not in this
Amendment No.2, shall not be interpreted as, or deemed grounds for finding, a
conflict for purposes of this Section 2. 


          4.
Counterparts. This Amendment No.2 may be executed in one or more
counterparts, each of which when so executed and delivered shall be an original
and all of which together shall constitute one and the same instrument. 


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          5.
Captions.
The Parties acknowledge that the captions in this Amendment No.2 have been
inserted solely for convenience of reference and in no way define or limit the
scope or substance of any term or provision of this Amendment No.2. 


          6.
Scope of Amendment No.2. This Amendment No.2 shall amend, modify and revise the Terms only to
the extent set forth expressly in Section 1 of this Amendment No.2, and, except to the
extent set forth in Section 1 of
this Amendment No.2, the terms and provisions of the Terms shall remain in full
force and effect after the date first set forth above. 


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          IN WITNESS WHEREOF, the Parties have executed this Amendment
No.2 as of the year and date first written above. 


	
  

 	
  

 
	
 RNK, Inc,

 	
 VERIZON
 NEW ENGLAND INC.,

 
	
      D/B/A RNK TELECOM

 	
 D/B/A
 VERIZON NEW HAMPSHIRE

 
	
  

 	
  

 
	
  

 	
  

 
	
 By: /s/ Richard N. Koch

 	
           By:
 /s/ Jeffrey A. Masoner

 
	
  

 	
  

 
	
 Richard N. Koch

 	
           Jeffrey
 A. Masoner

 
	
  

 	
  

 
	
 President

 	
           Vice-President
 – Interconnection

 
	
  

 	
           Services
 Policy and Planning

 


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Attachment 1 —Reciprocal Compensation


     5.7 Reciprocal
Compensation Arrangements — Section 251(b)(5)


          5.7.1
Reciprocal Compensation Traffic Interconnection Points


          5.7.1.1
Except as otherwise agreed by the Parties, the Interconnection Points (“IPs”) from which RNK
will provide transport and termination of Reciprocal Compensation Traffic to
its Customers (“RNK-IPs”) shall be as follows: 


                    5.7.1.1.1
For each LATA in which RNK requests to interconnect with Verizon, except as
otherwise agreed by the Parties, RNK shall establish a RNK-IP in each Verizon
Local Calling Area (as defined below) where RNK chooses to assign telephone
numbers to its Customers. RNK shall establish such RNK-IP consistent with the
methods of interconnection and interconnection trunking architectures that it
will use pursuant to Section 4 of the Terms and Section 5 of the Terms and this
Agreement. For purposes of this Section 5.7.1.1.1, Verizon Local Calling Areas
shall be as defined by Verizon and include a non-optional Extended Local Calling
Scope Arrangement, but do not include an optional Extended Local Calling Scope
Arrangement. If RNK fails to establish IPs in accordance with the preceding
sentences of this Section 5.7.1.1.1, (a) Verizon may pursue available dispute
resolution mechanisms; and, (b) RNK shall bill and Verizon shall pay the lesser
of the negotiated intercarrier compensation rate or the End Office Reciprocal
Compensation rate for the relevant traffic less Verizon’s transport rate,
tandem switching rate (to the extent traffic is tandem switched), and other
costs (to the extent that Verizon purchases such transport from RNK or a third
party), from the originating Verizon End Office to the receiving RNK -IP. 


                    5.7.1.1.2
At any time that RNK establishes a Collocation site at a Verizon End Office
Wire Center in a LATA in which RNK is interconnected or requesting
interconnection with Verizon, either Party may request in writing that such RNK
Collocation site be established as the RNK -IP for traffic originated by
Verizon Customers served by that End Office. Upon such request, the Parties
shall negotiate in good faith mutually acceptable arrangements for the
transition to such RNK-IP. If the Parties have not reached agreement on such
arrangements within thirty (30) days, (a) either Party may pursue available
dispute resolution mechanisms; and, (b) RNK shall bill and Verizon shall pay
the lesser of the negotiated intercarrier compensation rate or the End Office
Reciprocal Compensation rate for the relevant traffic less Verizon’s transport
rate, tandem switching rate (to the extent traffic is tandem switched), and
other costs (to the extent
that Verizon purchases such transport from RNK or a third party), from the originating Verizon End Office to the
receiving RNK-IP. 


                    5.7.1.1.3
In any LATA where the Parties are already interconnected prior to the effective
date of this Agreement, RNK may maintain existing CLEC-IPs, except that Verizon
may request in writing to transition such RNK -IPs to the RNK -IPs described in
subsections 5.7.1.1.1and 5.7.1.1.2, above. Upon such request, the Parties shall
negotiate mutually satisfactory arrangements for the transition to CLEC-IPs
that conform to subsections 5.7.1.1.1and 5.7.1.1.2 above. If the Parties have
not reached agreement on such arrangements within thirty (30) days, (a) either
Party may pursue available dispute resolution mechanisms; and, (b) RNK shall
bill and Verizon shall pay only the lesser of the negotiated intercarrier
compensation rate or the End Office reciprocal compensation rate for relevant
traffic, less Verizon’s transport rate, tandem switching rate (to the
extent traffic is tandem switched), and other costs (to the extent that Verizon
purchases such transport from RNK or a third party), from Verizon’s originating
End Office to the RNK-IP. 


                    5.7.1.2
Except as otherwise agreed by the Parties, the Interconnection Points (“IPs”)
from which Verizon will provide transport and termination of Reciprocal
Compensation Traffic to its Customers (“Verizon-IPs”) shall be as follows: 


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                    5.7.1.2.1
For Reciprocal Compensation Traffic delivered by RNK to the Verizon Tandem
subtended by the terminating End Office serving the Verizon Customer, the
Verizon-IP will be the Verizon Tandem switch. 


                    5.7.1.2.2
For Reciprocal Compensation Traffic delivered by RNK to the Verizon terminating
End Office serving the Verizon Customer, the Verizon-IP will be Verizon End
Office switch. 


                    5.7.1.3
Should either Party offer additional IPs to any Telecommunications Carrier that
is not a Party to this Agreement, the other Party may
elect to deliver traffic to such IPs for the NXXs or functionalities served by
those IPs. To the extent that any such RNK-IP is not located at a Collocation
site at a Verizon Tandem Wire Center or Verizon End Office Wire Center, then
RNK shall permit Verizon to establish physical Interconnection through
collocation or other operationally comparable arrangements acceptable to Verizon
at the RNK -IP. 


                    5.7.1.4
Each Party is responsible for delivering its Reciprocal Compensation Traffic
that is to be terminated by the
other Party to the other Party’s relevant IP. 


                    5.7.2
Reciprocal Compensation. 


The Parties shall compensate
each other for the transport and termination of Reciprocal Compensation Traffic
delivered to the terminating Party in accordance with Section 251(b)(5) of the
Act at the rates stated in Appendix A. These rates are to be applied at the
RNK-IP for traffic delivered by Verizon for termination by RNK, and at the
Verizon-IP for traffic delivered by RNK for termination by Verizon. Except as
expressly specified in this Agreement, no additional charges shall apply for
the termination from the IP to the Customer of Reciprocal Compensation Traffic
delivered to the Verizon-IP by RNK or the RNK -IP by Verizon. When such
Reciprocal Compensation Traffic is delivered over the same trunks as Toll
Traffic, any port or transport or other applicable access charges related to
the delivery of Toll Traffic from the IP to an end user shall be prorated to be
applied only to the Toll Traffic. The designation of traffic as Reciprocal
Compensation Traffic for purposes of Reciprocal Compensation shall be based on the actual originating and
terminating points of the complete end-to-end communication. 


                    5.7.3 Traffic Not Subject to Reciprocal Compensation. 


                         5.7.3.1
Reciprocal Compensation shall not apply to interstate or intrastate Exchange
Access, Information Access, or exchange services for Exchange Access or
Information Access. 


                         5.7.3.2
Reciprocal Compensation shall not apply to Internet Traffic. 


                              5.7.3.2.1
Subject to Section 27 of this Agreement, the determination of whether traffic
is Reciprocal Compensation Traffic or Internet Traffic shall be performed in
accordance with Paragraphs 8 and 79, and other applicable provisions, of the
FCC Internet Order (including, but not limited to, in accordance with the
rebuttable presumption established by the FCC Internet Order that traffic
delivered to a carrier that exceeds a 3:1 ratio of terminating to originating
traffic is Internet Traffic, and in accordance with the process established by
the FCC Internet Order for rebutting such presumption before the Commission). 


                         5.7.3.3 Reciprocal Compensation shall not apply to
Toll Traffic, including, but not limited to, calls originated on a 1+
presubscription basis, or on a casual dialed (10XXX/101XXXX) basis. 


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                         5.7.3.4
Reciprocal Compensation shall not apply to Optional Extended Local Calling Area Traffic.


                         5.7.3.5
Reciprocal Compensation shall not apply to special access, private line, or any
other traffic that is not switched by the terminating Party. 


                         5.7.3.6
Reciprocal Compensation shall not apply to Tandem Transit Traffic. 


                         5.7.3.7
Reciprocal Compensation shall not apply to Voice Information Service 


Traffic. 


          5.7.4
The Reciprocal Compensation charges (including, but not limited to, the
Reciprocal Compensation per minute of use charges) billed by RNK to Verizon
shall not exceed the Reciprocal Compensation charges (including, but not
limited to, Reciprocal Compensation per minute of use charges) billed by
Verizon to RNK. 


          5.8 Other Types of Traffic 


                    5.8.1
Notwithstanding any other provision of this Agreement or any Tariff: (a) the
Parties’ rights and obligations with respect to any intercarrier compensation
that may be due in connection with their exchange of Internet Traffic shall be governed by the terms of the FCC Internet
Order and other applicable FCC orders and FCC Regulations; and, (b) a Party
shall not be obligated to pay any intercarrier compensation for Internet
Traffic that is in excess of the intercarrier compensation for Internet Traffic
that such Party is required to pay under the FCC Internet Order and other
applicable FCC orders and FCC Regulations. 


                    5.8.2
Subject to Section 5.8.1 above, interstate and intrastate Exchange Access,
Information Access, exchange services for Exchange Access or Information
Access, and Toll Traffic, shall be governed by the applicable provisions of
this Agreement and applicable Tariffs. 


                    5.8.3
For any traffic originating with a third party carrier and delivered by RNK to
Verizon, RNK shall pay Verizon the same amount that such third party carrier
would have been obligated to pay Verizon for termination of that traffic at the
location the traffic is delivered to Verizon by RNK 


                    5.8.4
Any traffic not specifically addressed in this Agreement shall be treated as
required by the applicable Tariff of the Party transporting and/or terminating
the traffic. 


                    5.8.5
Interconnection Points. 


                         5.8.5.1
The IP of a Party (“Receiving Party”) for Measured Internet Traffic delivered
to the Receiving Party by the other Party shall be the same as the IP of the
Receiving Party for Reciprocal Compensation Traffic under Section 5.7.1 above.


                         5.8.5.2
Except as otherwise set forth in the applicable Tariff of a Party (“Receiving
Party”) that receives Toll Traffic from the other Party, the IP of the
Receiving Party for Toll Traffic delivered to the Receiving Party by the other
Party shall be the same as the IP
of the Receiving Party for Reciprocal Compensation Traffic under Section 5.7.I
above. 


                         5.8.5.3
The IP for traffic exchanged between the Parties that is not Reciprocal
Compensation Traffic, Measured Internet Traffic or Toll Traffic, shall be as
specified in the applicable provisions of this Agreement or the applicable
Tariff of the receiving Party, or in the absence of applicable provisions in
this Agreement or a Tariff of the receiving Party, as mutually agreed by the
Parties.


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Appendix A - Rate Schedule


INTERCONNECTION


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Verizon Service 

 	
  

 	
 Non-recurring 

 	
  

 	
 Recurring 

 
	

 


 	

 


 	

  


 	

 


 	

  


 	

 


 
	
 1.

 	
 Negotiated Rate for
 Reciprocal Compensation Traffic delivered to a Verizon-IP or to a RNK IP

 	
  

 	
 S0.008/minute of use (mou)

 	
  

 	
  

 



          Appendix B - Amendment Glossary 


          1.
General Rule 


	
  

 	
  

 
	
 1.1 The provisions of Sections 1.2
 through 1.4 and Section 2 apply with regard to this Amendment only.

 
	
  

 	
  

 
	
 1.2 Unless the context clearly
 indicates otherwise, when a term listed in this Amendment Glossary is used in
 the Amendment (including its Attachment and Appendices), the term shall have
 the meaning stated in this Amendment Glossary. A defined term intended to
 convey the meaning stated in this Amendment Glossary is capitalized when
 used. Other terms that are capitalized, and not defined in this Amendment
 Glossary shall have the meaning stated in the Act. Additional definitions
 that are specific to the matters covered in the Terms may appear in that
 provision. To the extent that there may be any conflict between a definition
 set forth in this Amendment Glossary and any definition in the Terms, the
 definition set forth in this Amendment Glossary shall control with respect to
 interpretation of this Amendment.

 
	
  

 	
  

 
	
 1.3 Unless the context clearly
 indicates otherwise, any term defined in this Amendment Glossary which is
 defined or used in the singular shall include the plural, and any term
 defined in this Amendment Glossary which is defined or used in the plural
 shall include the singular.

 
	
  

 	
  

 
	
 1.4 The words “shall” and
 “will” are used interchangeably throughout the Amendment and the use of either
 indicates a mandatory requirement. The use of one or the other shall not
 confer a different degree of right or obligation for either Party.

 
	
  

 	
  

 
	
  

 	
 2. Definitions 

 
	
  

 	
  

 
	
  

 	
 Act. The Communications Act
 of 1934 (47 U.S.C.§ 151 et. seq), as from time to time amended (including,
 but not limited to, by the Telecommunications Act of 1996), and interpreted
 in the duly authorized rules and regulations of the FCC or the Commission. 

 
	
  

 	
  

 
	
  

 	
 Customer. A third party residence or business
 end-user subscriber to Telephone Exchange Services provided by either of the
 Parties, provided, however,that
 the term “Customer” does not include a Party.

 
	
  

 	
  

 
	
  

 	
 Extended
 Local Calling Scope Arrangement. An arrangement that provides a Customer a
 local calling scope (Extended Area Service, “EAS”), outside of the Customer’s
 basic exchange serving area. Extended Local Calling Scope Arrangements may be
 either optional or non-optional. “Optional Extended Local Calling Scope
 Arrangement Traffic” is traffic that under an optional Extended Local Calling
 Scope Arrangement chosen by the Customer terminates outside of the Customer’s
 basic exchange serving area.

 


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FCC. The Federal Communications Commission. 


FCC Regulations. The unstayed, effective
regulations promulgated by the FCC, as amended from time to time. 


FCC Internet Order. Order on Remand and Report
and Order, In the Matter of Implementation of the Local Competition Provisions
in the Telecommunications Act of 1996, Intercarrier Compensation for ISP Bound
Traffic, FCC 01-131, CC Docket Nos. 96-98 and 99-68, (adopted April 18, 2001).
Internet Traffic. Any traffic that is transmitted to or returned from the
Internet at any point during the duration of the transmission. 


Merger Order. The FCC’s Order “In re
Application of GTE Corporation, Transferor, and Bell Atlantic Corporation,
Transferee, For Consent to Transfer of Control of Domestic and International
Section 214 and 310 Authorizations and Application to Transfer of a Submarine
Cable Landing License”, Memorandum Opinion and Order, FCC CC Docket No. 98-184,
FCC 00-221 (June 16, 2000), as modified from time to time. 


Measured Internet Traffic. Dial-up, switched
Internet Traffic originated by a Customer of one Party on that Party’s network
at a point in a Verizon local calling area, and delivered to a Customer or an
Internet Service Provider served by the other Party, on that other Party’s
network at a point in the same Verizon local calling area. Verizon local
calling areas shall be as defined by Verizon. For the purposes of this
definition, a Verizon local calling area includes a Verizon non-optional
Extended Local Calling Scope Arrangement, but does not include a Verizon
optional Extended Local Calling Scope Arrangement. Calls originated on a 1+
presubscription basis, or on a casual dialed (10XXX/101XXXX) basis, are not
considered Measured Internet Traffic. 


Reciprocal Compensation. The arrangement for
recovering, in accordance with Section 251(bX5) of the Act, the FCC Internet
Order, and other applicable FCC orders and FCC Regulations, costs incurred for
the transport and termination of Reciprocal Compensation Traffic originating on
one Party’s network and terminating on the other Party’s network (as set forth
in Attachment 1 to this Amendment. 


Reciprocal Compensation Traffic.
Telecommunications traffic originated by a Customer of one Party on that
Party’s network and terminated to a Customer of the other Party on that other
Party’s network, except for Telecommunications traffic that is interstate or
intrastate Exchange Access, Information Access, or exchange services for
Exchange Access or Information Access. The determination of whether
Telecommunication traffic is Exchange Access or Information Access shall be
based upon Verizon’s local calling areas as defined by Verizon. Reciprocal
Compensation Traffic does not include: (1) any Internet Traffic; (2) traffic
that does not originate and terminate within the same Verizon local calling
area as defined by Verizon; (3) Toll Traffic, including, but not limited to,
calls originated on a 1+ presubscription basis, or on a casual dialed
(10XXX/101XXXX) basis; (4) Optional Extended Local Calling Scope Arrangement
Traffic; (5) special access, private line, Frame Relay, ATM, or any other
traffic that is not switched by the terminating Party; (6) Tandem Transit Traffic;
or, (7) Voice Information Service Traffic. For the purpose of this definition,
a Verizon local calling area includes a Verizon non-optional Extended Local
Calling Scope Arrangement, but does not include a Verizon optional Extended
Local Calling Scope Arrangement. 


Switched Exchange Access Service. The offering
of transmission and switching services for the purpose of the origination or
termination of Toll Traffic. Switched Exchange Access Services include but may
not be limited to: Feature Group A, Feature Group B, Feature Group D, 700
access, 800 access, 888 access and 900 access. 


Tariff. 


a) Any
applicable Federal or state tariff of a Party, as amended from time-to-time; or



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b) Any standard agreement or
other document, as amended from time-to-time, that sets forth the generally
available terms, conditions and prices under which a Party offers a Service. A
Tariff shall not include Verizon’s “Statement of Generally Available Terms and
Conditions for Interconnection, Unbundled Network Elements, Ancillary Services
and Resale of Telecommunications Services” which may have been approved or may
be pending approval by the Commission pursuant to Section 252(f) of the
Communications Act of 1934, 47 U.S.C. § 252(f) 


Toll
Traffic. Traffic that
is originated by a Customer of one Party on that Party’s network and terminates
to a Customer of the other Party on that other Party’s network and is not
Reciprocal Compensation Traffic, Measured Internet Traffic, or Ancillary
Traffic. Toll Traffic may be either “IntraLATA Toll Traffic” or “InterLATA Toll
Traffic”, depending on whether the originating and terminating points are
within the same LATA. 


Traffic
Factor 1. For traffic
exchange via Interconnection Trunks, a percentage calculated by dividing the
number of minutes of interstate traffic (excluding Measured Internet Traffic)
by the total number of minutes of interstate and intrastate traffic.
([Interstate Traffic Total Minutes of Use {excluding Measured Internet Traffic
Total Minutes of Use) + {Interstate Traffic Total Minutes of Use + Intrastate
Traffic Total Minutes of Use)] x 100). Until the form of a Party’s bills is
updated to use the term “Traffic Factor 1,” the term “Traffic Factor 1” may be
referred to on the Party’s bills and in billing related communications as
“Percent Interstate Usage” or “PIU.” 


Traffic
Factor 2. For traffic
exchange via Interconnection Trunks, a percentage calculated by dividing the
combined total number of minutes of Reciprocal Compensation Traffic and
Measured Internet Traffic by the total number of minutes of intrastate traffic.
([{Reciprocal Compensation Traffic Total Minutes of Use + Measured Internet
Traffic Total Minutes of Use) + Intrastate Traffic Total Minutes of Use] x
100). Until the form of a Party’s bills is updated to use the term “Traffic
Factor 2,” the term “Traffic Factor 2” may be referred to on the Party’s bills
and in billing related communications as “Percent Local Usage” or “PLU.” 


Voice
Information Services Traffic. IntraLATA switched voice Traffic, which originates on a Telephone
Exchange Service line and which is addressed to an information service provided
over a Party’s information services platform (e.g., NXX 976). 


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