Exhibit 10.64


AMENDMENT
NO. 1


to the


INTERCONNECTION AGREEMENT


BETWEEN


VERIZON NEW YORK INC.


AND


RNK INC.


This Amendment No. 1 (the “Amendment”) is effective
December 20, 2004 (“Amendment Effective
Date”), and is entered into by and between Verizon New York Inc. (“Verizon”) and RNK Inc. (“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 the terms of the arbitrated Interconnection Agreement between Teleport Communications Group Inc. (“TCG”) and Verizon that was approved by the New York Public Service Commission (the “Commission”) as an effective agreement in the State of
New York in Docket No. 01-C-0095 (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 York, 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 York shall be
 presumed to be Internet Traffic and shall be subject to bill and keep.

 
	
  

 	
  

 
	
  

 	
 1.2.2 Reciprocal CompensationTraffic. 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 York 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 York Public Service
 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.

 
	
  

 	
  

 
	
  

 	
 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

 


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 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; 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
 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


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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 York Inc.

 	
  

 	
  

 	
 RNK Inc.

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
      /s/
 Jeffrey A. Masoner

 	
  

 	
  

 	
      /s/
 Richard N. Koch

 	
  

 
	

 


 	
  

 	
  

 	

 


 	
  

 
	
      Jeffrey
 A. Masoner

 	
  

 	
  

 	
      Richard
 N. Koch

 	
  

 
	
      Vice
 President Interconnection Policy And Planning

 	
  

 	
      President

 


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