Exhibit 10.42


AMENDMENT NO. 1


to the


INTERCONNECTION AGREEMENT


BETWEEN


VERIZON NEW ENGLAND INC.

D/B/A VERIZON MASSACHUSETTS,

F/K/A NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY,

D/B/A BELL ATLANTIC - MASSACHUSETTS


AND


RNK INC., D/B/A RNK TELECOM


FOR MASSACHUSETTS


This Amendment
No. 1 (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 Massachusetts, f/k/a New England Telephone and Telegraph Company, d/b/a
Bell Atlantic - Massachusetts (“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 adopted the terms of the arbitrated Interconnection Agreement between
AT&T Broadband Phone of Massachusetts, LLC (“AT&T Broadband”) and
Verizon that was approved by the Massachusetts Department of Telecommunications
and Energy (the “Commission”) as an effective agreement in the Commonwealth of
Massachusetts in Docket No. 99-42/43 (the “Interconnection Agreement”).


          WHEREAS,
the Parties desire to agree terms governing compensation for the exchange of
Local 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 Local Traffic in Massachusetts 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 Local Traffic and Internet Traffic in excess of a 2:1
 ratio of terminating to originating traffic received by either party from the
 other in Massachusetts shall be presumed to be Internet Traffic and shall be
 subject to bill and keep.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1.2.2 Local
 Traffic. All combined Local Traffic and Internet Traffic up to a 2:1 ratio of
 terminating to originating traffic received by either party from the other in
 Massachusetts shall be presumed to be Local Traffic and shall be compensated
 at the state approved reciprocal compensation rates set forth in the
 Interconnection Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1.2.3 Rebuttal of
 2:1 Presumption. The Parties agree further that either Party may rebut the
 2:1 presumption by demonstrating to the Department of Telecommunications and
 Energy (the “DTE”), subject to the DTE’s rules, procedures, and/or decisions
 applicable to such rebuttal proceeding, either that traffic above the 2:1
 ratio is in fact Local Traffic or that traffic up to the 2:1 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 2:1 ratio of terminating to originating traffic and to apply bill and
 keep for traffic in excess of a 2:1 ratio of terminating to originating
 traffic, subject to true-up upon the conclusion of the rebuttal proceeding
 before the DTE.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Parties may
 also mutually agree that certain traffic above the 2:1 ratio is in fact Local
 Traffic or that traffic up to the 2:1 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

 


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 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 them may invoke the dispute resolution provisions of the
 Interconnection Agreement.

 
	
  

 	
  

 
	
  

 	
 1.4. Waiver of
 Rights. 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 a new or replacement interconnection agreement for the Interconnection
 Agreement, they shall implement the terms of this Amendment into such new or
 replacement interconnection agreement. 

 



2. Transport
Charges. RNK
agrees that it shall not bill Verizon transport charges in Massachusetts with
respect to the transport of Verizon originated traffic to RNK’s switch in
Bedford, Massachusetts, CLLI (BDFRMAAWDSO) or in order to recover any costs
associated with multiplexing equipment that RNK installed at said switch in
order to process Verizon originated traffic.


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3. Scope
of Amendment.
Except to the extent set forth in Sections 1 and 2 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. 


4. 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. 


5. 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
 Massachusetts,

 	
  

 	
  

 
	
 f/k/a New England
 Telephone and

 	
  

 	
  

 
	
 Telegraph Company,

 	
  

 	
  

 
	
 d/b/a Bell
 Atlantic - Massachusetts

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Signature 

 	
  

 	
 Signature 

 
	
  

 	
  

 	
  

 
	
 /s/ Jeffrey A.
 Masoner

 	
  

 	
 /s/ Richard N.
 Koch

 
	




 	
  

 	

 


 
	
 Printed Name: Jeffrey A. Masoner

 	
  

 	
 Printed Name: Richard N. Koch

 
	
 Title: Vice President Interconnection
 Policy and Planning

 	
  

 	
 Title: President

 


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