Exhibit 10.54


AMENDMENT NO. 3


to the


INTERCONNECTION AGREEMENT


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


AND


RNK INC., D/B/A RNK TELECOM


FOR NEW HAMPSHIRE


This
Amendment No. 3 (the “Amendment”) is effective December 20, 2004 (“Amendment
Effective Date”), and is entered into 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 (“Verizon”) and RNK Inc., d/b/a RNK Telecom
(“RNK”). (Verizon and RNK may hereinafter be referred to, each individually, as
a “Party,” and, collectively, as the “Parties”). 


WITNESSETH:


          WHEREAS,
RNK has previously adopted certain terms of the Interconnection Agreement
between Verizon and Level 3 Communications, LLC (“Level 3”) pursuant to Section
252(i) of the Telecommunications Act of 1996 (the “Act”), and adopted certain
terms of the Interconnection Agreement between Verizon New England Inc., d/b/a
Verizon Rhode Island and Cox Communications d/b/a Cox Rhode Island Telecomm
pursuant to paragraph 32 of the BA/GTE Merger Conditions (“Merger Conditions”),
released by the FCC on June 16, 2000 in CC Docket No. 98-184 (the adopted terms
of the Level 3 and Cox agreements shall be referred to collectively as the
“Interconnection Agreement”); 


          WHEREAS,
the Parties desire to agree terms governing compensation for the exchange of
Reciprocal Compensation Traffic and Internet Traffic on a prospective basis; 


          NOW,
THEREFORE, in consideration of the promises and mutual agreements set forth
herein, the Parties agree to amend the Interconnection Agreement as follows: 









	
  

 	
  

 	
  

 
	
 1. Intercarrier Compensation.
 The following terms shall govern the Parties’ rights and obligations
 regarding compensation for Internet Traffic and Reciprocal Compensation
 Traffic in New Hampshire, notwithstanding any other provision of the
 Interconnection Agreement, any Tariff, any SGAT, or under applicable law or
 any change in applicable law. Capitalized terms not defined in this Amendment
 shall have the meanings provided for them in the Agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.1 Internet Traffic Not
 Eligible for Reciprocal Compensation. Notwithstanding any possible contrary
 construction of the Interconnection Agreement, Internet Traffic shall not be
 eligible for payment of reciprocal compensation.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.2 Compensation.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1.2.1. Internet Traffic. All
 combined Reciprocal Compensation Traffic and Internet Traffic in excess of a
 3:1 ratio of terminating to originating traffic received by either party from
 the other in New Hampshire shall be presumed to be Internet Traffic and shall
 be subject to bill and keep.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1.2.2 Reciprocal Compensation
 Traffic. All combined Reciprocal Compensation Traffic and Internet Traffic up
 to a 3:1 ratio of terminating to originating traffic received by either party
 from the other in New Hampshire shall be presumed to be Reciprocal
 Compensation Traffic and shall be compensated at the state approved
 reciprocal compensation rates set forth in the Interconnection Agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1.2.3 Rebuttal of 3:1
 Presumption. The Parties agree further that either Party may rebut the 3:1
 presumption by demonstrating to the New Hampshire Public Utilities Commission
 (the “Commission”), subject to the Commission’s rules, procedures, and/or
 decisions applicable to such rebuttal proceeding, either that traffic above
 the 3:1 ratio is in fact Reciprocal Compensation Traffic or that traffic up
 to the 3:1 ratio is in fact Internet Traffic. During the pendency of any such
 rebuttal proceeding, the Parties shall remain obligated to pay the state
 approved reciprocal compensation rates set forth in the Interconnection
 Agreement for traffic up to a 3:1 ratio of terminating to originating traffic
 and to apply bill and keep for traffic in excess of a 3:1 ratio of
 terminating to originating traffic, subject to true-up upon the conclusion of
 the rebuttal proceeding before the Commission. 

 


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 The Parties may
 also mutually agree that certain traffic above the 3:1 ratio is in fact
 Reciprocal Compensation Traffic or that traffic up to the 3:1 ratio is in
 fact Internet Traffic.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.3 V/FX Traffic.
 The Parties agree that reciprocal compensation shall not apply to Virtual
 Foreign Exchange Traffic (i.e., V/FX Traffic). As used in this Amendment,
 “Virtual Foreign Exchange Traffic” or “V/FX Traffic” is defined as calls in
 which a RNK customer is assigned a telephone number with an NXX Code (as set
 forth in the LERG) associated with an exchange that is different than the
 exchange (as set forth in the LERG) associated with the actual physical
 location of such customer’s station. For the avoidance of any doubt, RNK
 shall pay Verizon’s tariffed originating access charges for all V/FX Traffic
 originated by a Verizon customer, and RNK shall pay Verizon’s tariffed
 terminating access charges for all V/FX Traffic originated by a RNK customer.

 
	
  

 	
  

 	
  

 
	
  

 	
 The Parties agree
 that twenty percent (20%) of the Verizon originated traffic sent to RNK is
 V/FX Traffic and shall be treated in accordance with this Section 1.3. No
 more than once during any consecutive twelve month period following the
 Amendment Effective Date, either Party may request that the Parties
 recalculate and reset the foregoing twenty percent (20%) presumption by
 providing written notice to the other Party, which notice shall include
 reasonably detailed information and/or data supporting the requested change.
 Upon delivery of the written notice provided pursuant to this section, the
 Parties shall engage in good faith negotiations for a period not exceeding
 thirty (30) days to determine whether or not to change the twenty percent
 (20%) (or other reset percentage) presumption. If the Parties agree to change
 the presumption within such thirty (30) day period, then they shall enter an
 amendment to the Interconnection Agreement reflecting the change, which shall
 apply prospectively from the delivery date for the notice provided pursuant
 to this paragraph. If they fail to agree within such thirty (30) day period,
 then either of them may invoke the dispute resolution provisions of the
 Interconnection Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 1.4. Waiver of
 Rights; Successor Terms. Each Party irrevocably waives, with respect to the
 other Party, any and all rights that it may have or that it may obtain,
 whether under the Act (including, but not limited to, under Section 252(i)
 thereof), under any other applicable law, under the Interconnection
 Agreement, or otherwise (i) to adopt the terms of any other interconnection agreement,
 law, regulation, order, arbitration award or the like relating to the subject
 matter of this Amendment; or (ii) to seek through negotiation (including
 negotiation of a replacement for the Interconnection Agreement), arbitration,
 or otherwise terms or provisions that would modify, replace, alter or
 otherwise change the terms and provisions of this Amendment. Further, the
 Parties agree that, if they establish new or replacement interconnection
 agreements for the

 


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 Interconnection Agreement, they
 shall implement the terms of this Amendment into such new or replacement
 interconnection agreements.

 
	
  

 	
  

 	
  

 
	
 2. Scope
 of Amendment. Except to the extent set forth in Section 1 of this
 Amendment, the rates, charges and other provisions of the Interconnection
 Agreement shall remain in full force and effect after the Amendment Effective
 Date. Nothing in this Amendment shall be deemed to amend or extend the term
 of the Interconnection Agreement. This Amendment is not intended to modify
 the term of the Interconnection Agreement or to affect either Party’s right
 to exercise any right of termination it may have under the Interconnection
 Agreement.

 
	
  

 	
  

 	
  

 
	
 3. Conflict
 Between this Amendment and the Interconnection Agreement. This Amendment
 shall be deemed to revise the rates, charges and other provisions of the
 Interconnection Agreement to the extent necessary to give effect to the
 rates, charges and other provisions of this Amendment. In the event of a
 conflict between a rate, charge or other provision of this Amendment and a
 rate, charge or other provision of the Interconnection Agreement, this
 Amendment shall govern.

 
	
  

 	
  

 	
  

 
	
 4. Counterparts.
 This Amendment 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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          IN WITNESS
WHEREOF, the Parties hereto have caused this Amendment to be duly executed and
delivered by their duly authorized representatives as of the Amendment
Effective Date. 


	
  

 	
  

 	
  

 
	
 Verizon
 New England Inc.,

 	
  

 	
 RNK
 Inc., d/b/a RNK Telecom

 
	
 d/b/a
 Verizon New Hampshire,

 	
  

 	
  

 
	
 f/k/a
 New England Telephone

 	
  

 	
 By: /s/
 Richard N. Koch

 
	
 and
 Telegraph Company,

 	
  

 	
 Richard N.
 Koch

 
	
 d/b/a
 Bell Atlantic — New Hampshire

 	
  

 	
 President

 
	
  

 	
  

 	
  

 
	
 By: /s/
 Jeffrey A. Masoner

 	
  

 	
  

 
	
 Jeffrey A, Masoner

 	
  

 	

 


 
	
 Vice
 President – Interconnection Services

 	
  

 	
  

 
	
 Policy and
 Planning

 	
  

 	
  

 


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