Exhibit 10.56


SECOND AMENDMENT TO INTERCONNECTION AGREEMENT


          This
Second Amendment is made by and between Bell Atlantic-New Jersey, Inc. (“BA”),
a New Jersey corporation with offices at 540 Broad Street, Newark, NJ 07101,
and Sprint Communications Company L.P. (“Sprint”), a Delaware Limited
Partnership with offices at 8140 Ward Parkway, Kansas, Missouri 64114.


          WHEREAS,
Sprint desires to offer a new Dial IP product in New Jersey, and


          WHEREAS,
Sprint’s new Dial IP product will require only one-way trunking of BA
originated calls terminating for Sprint Dial IP Customers and Sprint’s Dial IP
service will not be capable of allowing Sprint Dial IP Customers to originate
any calls, including calls that may terminate at a 911 or E911 PSAP, and


          WHEREAS,
Sprint Dial IP equipment does not require 911 or E911 trunks for effective
technical operation of equipment or for the public safety, and


          WHEREAS,
BA is concerned that it may become involved in 911 or E911 disputes with public
authorities or Sprint Customers concerning the capability of a carrier to
originate local voice traffic that might terminate to BA without 911/E911
capabilities being provided to end users, and 


          WHEREAS,
Sprint wants to deploy its Dial IP service with only one-way capabilities,


          NOW,
THEREFORE, in consideration of the mutual provisions contained herein and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, BA and Sprint agree as follows:


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Sprint
 represents and affirms that it will not allow its Dial IP Customers to
 originate calls using one-way trunking established for BA originated calls
 terminating to Sprint Dial IP customers.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Sprint shall
 at all times use trunks that are 911/E911 capable when Sprint delivers its
 traffic to BA for termination. BA shall have the right to participate in the
 testing of this functionality. Sprint shall notify BA at any time that Sprint
 seeks interconnection arrangement between a Sprint switch and BA’s network
 that might be used to carry traffic that requires 911/E911 functionality.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Notwithstanding
 any other provision of the Interconnection Agreement, Sprint shall indemnify
 and hold harmless BA from and against any loss, cost, claim, liability,
 damage and expense (including reasonable attorney’s fees) to third parties,
 including but not limited to Sprint’s Customers, relating to or arising out
 of the interconnection of Sprint’s network with BA’s network and the 

 













	
  

 	
  

 	
  

 
	
  

 	
  

 	
 provision by
 Sprint of Sprint’s Dial IP service to any third party with respect to
 911/E911 calls, or capabilities, or lack thereof.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Sprint
 agrees that it is solely responsible for the provision of 911/E911 services
 to its Customers.

 
	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Except as
 provided in this Second Amendment, all other Sections of the Interconnection
 Agreement will remain unchanged.

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Sprint Communications Company L.P.

 	
  

 	
 Bell Atlantic– New Jersey, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
          /s/ W.
 Richard Morris

 	
  

 	
 By:

 	
          /s/ Jeffrey
 A. Masoner

 
	
  

 	

 


 	
  

 	
  

 	

 


 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Printed:

 	
   W. Richard
 Morris

 	
  

 	
 Printed:

 	
       Jeffrey A.
 Masoner

 
	
  

 	

 


 	
  

 	
  

 	

 


 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Title:

 	
 Vice
 President, Law and External

 Affairs - Local Markets

 	
  

 	
 Title:

 	
 Vice-President
 – Interconnection

 Services Policy & Planning

 
	
  

 	

 


 	
  

 	
  

 	

 


 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
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 Dated: