Exhibit 10.61


	
  

 	
  

 
	
 Jeffrey A. Masoner

 Vice President

 Interconnection Services Policy &
 Planning

 	
  

 
	
  

 
	
 verizon

 






	
  

 	
  

 
	
  

 	
 Wholesale Markets

 
	
  

 	
 1310 N Court
 House Rd

 
	
  

 	
 91h fl, RM 9E104

 
	
  

 	
 Arlington, VA
 22201

 
	
  

 	
  

 
	
  

 	
 Tel. 703 974-4610 Fax 703
 974-0314

 
	
  

 	
 jeffrey.a.masoner@verizon.corr

 



August 29, 2005


Richard N. Koch

President

RNK, Inc. d/b/a RNK Telecom

333 Elm Street

Suite 310

Dedham, MA 02026


Re: Requested Adoption Under Section 252(i) of the TA96 

Dear Mr. Koch:


Verizon New Jersey Inc., f/k/a Bell Atlantic - New Jersey, Inc.
(“Verizon”), a New Jersey corporation, with
principal place of business at 540 Broad Street, Newark, NJ 07101, has received your letter stating that, under Section 252(i) of
the Telecommunications Act of 1996 (the
“Act”), RNK, Inc. d/b/a RNK Telecom (“RNK”),
a Massachusetts corporation, with principal place of business at 333 Elm Street, Suite 310, Dedham, MA 02026 wishes to adopt the terms of the Interconnection Agreement between Sprint Communications Company L.P.
(“Sprint”) and Verizon that was approved by the New Jersey Board of Public Utilities (the “Commission”) as an effective agreement in the State of
New Jersey, as such agreement exists on the
date hereof (including any effective and approved
amendments thereto) after giving effect to operation of law (the “Terms”). I understand RNK has a copy of the Terms. Please note the
following with respect to RNK’s adoption of the Terms.


	
  

 	
  

 	
  

 
	
 1.

 	
 By RNK’s
 countersignature on this letter, RNK hereby represents and agrees to the following six points:

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 RNK adopts
 (and agrees to be bound by) the Terms of the Sprint/Verizon
 agreement for interconnection as it is in effect on the

 



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 date hereof
 after giving effect to operation of law, and in applying the Terms, agrees that RNK shall be substituted in place
 of Sprint Communications Company L.P.
 and Sprint in the Terms wherever appropriate.

 
	
  

 	
  

 
	
  

 	
 B.

 	
 For
 avoidance of doubt, adoption of the Terms does not include adoption of any provision imposing an unbundling
 obligation on Verizon that no longer applies
 to Verizon under the Report and Order and Order on Remand
 (FCC 03-36) released by the Federal Communications
 Commission (“FCC”) on August 21, 2003 in CC Docket Nos. 01-338, 96-98, 98-147 (“Triennial Review Order”), the Order on Remand in WC Docket No. 04-313 and CC
 Docket No. 01-338, released by the FCC on February 4, 2005 (the “TRO Remand Order”), or that is otherwise not required
 by both 47 U.S.C. Section 251(c)(3)
 and 47 C.F.R. Part 51. Moreover, Verizon,
 on February 20, 2004, filed a petition at the Commission to arbitrate
 amendments to interconnection agreements (including the Terms) with respect to the Triennial Review
 Order (“TRO Arbitration”). If
 Sprint is a party to the TRO Arbitration at the time the Commission issues an effective order
 approving an amendment with respect
 to the Triennial Review Order in the TRO Arbitration (an “Approved Amendment”): 1) the terms of such
 Approved Amendment shall be deemed
 to amend this adoption effective on the
 effective date of such
 Commission order, 2) RNK agrees to be bound
 by the terms of such Approved Amendment effective on the effective date of such Commission order, and 3) Verizon
 and RNK shall execute an amendment to this
 adoption to memorialize that this
 adoption is amended by the terms of such Approved Amendment effective on the effective date of such
 Commission order; provided, however,
 failure by either party to do so shall not be
 cited as a basis for contesting the effectiveness of the provisions in 1) and 2) above.

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 Notice to
 RNK and Verizon as may be required under the Terms shall be provided as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 To RNK, Inc.
 d/b/a RNK Telecom:

 


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 Attention:
 Douglas Denny-Brown

 
	
  

 	
  

 	
 General
 Counsel

 
	
  

 	
  

 	
 333 Elm
 Street

 
	
  

 	
  

 	
 Dedham, MA
 02026

 
	
  

 	
  

 	
 Telephone
 Number: (781) 613-6103 

 
	
  

 	
  

 	
 Facsimile
 Number: (781) 297-9836

 
	
  

 	
  

 	
 Internet
 Address: gcounsel@rnktel.com

 
	
  

 	
 To Verizon:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Director-Contract
 Performance & Administration

 Verizon Wholesale Markets

 600 Hidden Ridge

 HQEWMNOTICES

 Irving, TX 75038

 Telephone Number: (972) 718-5988

 Facsimile Number: (972) 719-1519

 Internet Address: wmnotices@verizon.com

 
	
  

 	
  

 	
  

 
	
  

 	
 with a copy
 to:

 	
 

Vice
 President and Associate General Counsel

 Verizon Wholesale Markets

 1515 N. Court House Road

 Suite 500

 Arlington, VA 22201

 Facsimile: (703) 351-3664

 
	
  

 	
  

 	
  

 






	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 RNK represents and warrants that
 it is a certified provider of local telecommunications
 service in the State of New Jersey, and that its adoption of the Terms will cover services in the
 State of New Jersey only.

 
	
  

 	
  

 	
  

 
	
  

 	
 E.

 	
 In the event
 an interconnection agreement between Verizon and RNK is currently in effect in the State of New Jersey
 (the “Original ICA”), this adoption shall be
 an amendment and restatement of the operating
 terms and conditions of the Original ICA, and shall replace in their entirety the terms of the Original ICA.
 This adoption is not intended to be, nor
 shall it be construed to create, a novation or
 accord and satisfaction with respect to the Original ICA. Any outstanding
 payment obligations of the parties that were incurred but not fully performed under the Original ICA shall
 constitute payment obligations of the
 parties under this adoption.

 
	
  

 	
  

 	
  

 
	
  

 	
 F.

 	
 Verizon’s
 standard pricing schedule for interconnection agreements in the State of New Jersey (as such schedule may be
 amended

 


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 from time
 to time) (attached as Appendix A hereto) shall apply to RNK’s adoption of the Terms; provided, however, that if
 the Terms memorialize acceptance of Verizon’s offer of an optional reciprocal
 compensation rate plan for
 non-Internet traffic subject to Section 251(b)(5) pursuant to the industry
 letter described in footnote 2 of this
 Letter, then the optional reciprocal compensation rate plan in the Terms shall apply to this adoption instead of the
 reciprocal compensation rates set forth
 in Appendix A. RNK should note that the
 aforementioned pricing schedule may contain rates for certain services the terms for which are not included in the
 Terms or that are otherwise not part of this
 adoption, and may include phrases or wording
 not identical to those utilized in the Terms. In an effort to expedite the adoption process, Verizon has not deleted
 such rates from the pricing schedule or
 attempted to customize the wording in the
 pricing schedule to match the Terms. However, the inclusion of such rates in no way obligates Verizon to provide the
 subject services and in no way waives Verizon’s rights, and the use of slightly different wording or phrasing in the pricing
 schedule does not alter the obligations and
 rights set forth in the Terms.

 
	
  

 	
  

 	
  

 
	
 2.

 	
 RNK’s
 adoption of the Sprint Terms shall become effective on August 19, 2005. Verizon shall file this adoption letter with the
 Commission promptly upon receipt of an original of
 this letter countersigned by RNK as to the points
 set out in Paragraph One hereof. The term and termination provisions of the Sprint/Verizon agreement shall govern
 RNK’s adoption of the Terms.

 
	
  

 	
  

 
	
 3.

 	
 As the
 Terms are being adopted by you pursuant to your statutory rights under section 252(i), Verizon does not provide the
 Terms to you as either a voluntary or negotiated agreement.
 The filing and performance by Verizon
 of the Terms does not in any way constitute a waiver by Verizon of any position as to the Terms or a portion thereof,
 nor does it constitute a waiver by Verizon of all rights and remedies it may
 have to seek review of the Terms, or to seek review in any way of any
 provisions included in these Terms as a result of
 RNK’s 252(i) election.

 
	
  

 	
  

 
	
 4.

 	
 Nothing
 herein shall be construed as or is intended to be a concession or admission by Verizon that any provision in the Terms
 complies with the rights and duties imposed by the Act, the decisions of the
 FCC and the Commission, the decisions of
 the courts, or other law, and Verizon expressly
 reserves its full right to assert and pursue claims arising from or related to the Terms.

 
	
  

 	
  

 
	
 5.

 	
 Verizon
 reserves the right to deny RNK’s application of the Terms, in whole or in
 part, at any time:

 


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 A.

 	
 when the
 costs of providing the Terms to RNK are greater than the costs of providing them to Sprint;

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 if the
 provision of the Terms to RNK is not technically feasible; and/or

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 to the
 extent that Verizon otherwise is not required to make the Terms available to RNK under applicable law.

 
	
  

 	
  

 	
  

 
	
 6.

 	
 For
 avoidance of doubt, please note that adoption of the Terms will not result in reciprocal compensation payments for Internet
 traffic. Verizon has always taken the position
 that reciprocal compensation was not due to be
 paid for Internet traffic under section 251(b)(5) of the Act. Verizon’s
 position that reciprocal compensation is not to be paid for Internet traffic was confirmed by the FCC in the Order on Remand and
 Report and Order adopted on April 18, 2001  (“FCC Internet Order”), which
 held that Internet traffic constitutes
 “information access” outside the scope of the reciprocal compensation obligations set forth in section
 251(b)(5) of the Act.1 Accordingly,
 any compensation to be paid for Internet traffic will be handled
 pursuant to the terms of the FCC
 Internet Order, not pursuant to adoption
 of the Terms.2 Moreover, in light of the FCC Internet Order, even if
 the Terms include provisions invoking an intercarrier compensation mechanism for Internet traffic, any reasonable amount
 of time permitted for adopting such provisions
 has expired under the FCC’s rules implementing
 section 252(i) of the Act.3 In fact, the FCC Internet Order made clear that carriers may not adopt provisions of an
 existing interconnection agreement to the extent that such provisions provide
 compensation for Internet traffic.4

 
	
  

 	
  

 	
  

 
	
 7.

 	
 Should RNK
 attempt to apply the Terms in a manner that conflicts with Paragraph Three through Paragraph Six above, Verizon
 reserves its rights to seek appropriate legal
 and/or equitable relief.

 
	
  

 	
  

 	
  

 
	
 8.

 	
 In the event
 that a voluntary or involuntary petition has been or is in the future filed
 against RNK under bankruptcy or insolvency laws, or any law relating to the relief of debtors, readjustment of
 indebtedness, debtor reorganization or composition or extension of debt (any
 such proceeding,

 






	
  

 
	

 


 



Order on Remand and Report and Order, In the Matters of: Implementation of the Local Competition Provisions in the Telecommunications Act of 1996 and
Intercarrier Compensation for ISP-Bound Traffic, CC Docket No. 99-68 (rel.
April 27, 2001)  (“FCC Remand Order”) 44, remanded, WorldCom, Inc. v. FCC, No. 01-1218 (D.C. Cir. May 3, 2002).
Although the D.C.
Circuit remanded the FCC Remand Order to permit the FCC to clarify its reasoning, it left
the order in place as governing federal law. See WorldCom, Inc. v. FCC, No. 01-1218, slip op. at 5 (D.C. Cir.
May 3, 2002).


For your convenience, an industry letter distributed by Verizon
explaining its plans to implement the FCC Internet Order can be viewed at Verizon’s Customer Support Website
at URL www.verizon.com/wise (select Verizon East Customer Support,
Business Resources, Customer Documentation, Resources, Industry Letters, CLEC,
May 21, 2001 Order on Remand).


3 See, e.g., 47 C.F.R. Section 51.809(c).


4 FCC Internet Order if 82.


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 an
 “Insolvency Proceeding”), then: (i) all rights of Verizon under such laws, including, without limitation, all rights of Verizon
 under 11 U.S.C. § 366, shall be preserved, and RNK’s
 adoption of the Verizon Terms shall in no way
 impair such rights of Verizon; and (ii) all rights of RNK resulting from RNK’s adoption of the Verizon Terms shall be subject to
 and modified by any Stipulations and Orders
 entered in the Insolvency Proceeding, including,
 without limitation, any Stipulation or Order providing adequate assurance of payment to Verizon pursuant to 11 U.S.C. §
 366.

 


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SIGNATURE PAGE


Please arrange for a duly
authorized representative of RNK to sign this letter in the space provided below and return it to Verizon.


Sincerely,


VERIZON NEW JERSEY INC.


	
  

 	
  

 
	
 /s/ Jeffrey A. Masoner

 	
  

 
	

 


 	
  

 



Jeffrey A. Masoner

Vice President

Interconnection Services Policy
& Planning


Reviewed and countersigned as to
points A, B, C, D, E and F of Paragraph 1 and as to Paragraph 2. By execution, RNK does not necessarily assent
agreement, and in certain circumstances, disagrees
with Verizon’s positions, interpretations of law, and/or statements in
Paragraphs 3, 4, 5, 6, 7 and 8 and reserves all rights that may be affected by such.


RNK, INC. D/B/A RNK TELECOM


	
  

 	
  

 
	
 /s/ Richard N. Koch

 	
  

 
	

 


 	
  

 
	
 Richard N. Koch 

 
	
  

 
	
 President

 
	
  

 
	
 c:
 K. Robertson - Verizon

 


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