Wave2wave Communications (WAV) S-1/A IPO registration (amended)

Exhibit 10.48

AMENDMENT NO.2

to the

INTERCONNECTION AGREEMENT

BETWEEN

VERIZON NEW ENGLAND INC.,
D/B/A VERIZON RHODE ISLAND,
F/K/A NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY,
D/B/A BELL ATLANTIC — RHODE ISLAND

AND

RNK INC., D/B/A RNK TELECOM

FOR RHODE ISLAND

This Amendment No. 2 (the “Amendment”) is effective December 20, 2004(“Amendment Effective Date”), and is entered into by and between Verizon NewEngland Inc., d/b/a Verizon Rhode Island, f/k/a New England Telephone andTelegraph Company, d/b/a Bell Atlantic — Rhode Island (“Verizon”) and RNKInc., 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 theinterconnection agreement between Verizon and Level 3 Communications, LLC(“Level 3”) pursuant to Section 252(i) of the Telecommunications Act of 1996 (the “Act”);

          WHEREAS, RNK has previously adopted certain terms of theinterconnection agreement between Verizon and Cox Communications, d/b/aCox Rhode Island Telecomm II (“Cox”) pursuant to Section 252(i) of the Telecommunications Act of 1996 (the “Act”) (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 forthe exchange of Local Traffic and Internet Traffic on a prospective basis;

          NOW, THEREFORE, in consideration of the promises and mutualagreements set forth herein, the Parties agree to amend the InterconnectionAgreement as follows:

1.Intercarrier Compensation. The following terms shall govern the Parties’rights and obligations regarding compensation for Internet Traffic and LocalTraffic in Rhode Island, notwithstanding any other provision of theInterconnection Agreement, any Tariff, any SGAT, or under applicable law orany change in applicable law. Capitalized terms not defined in this Amendmentshall 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 InternetTraffic in excess of a 3:1 ratio of terminating to originating trafficreceived by either party from the other in Rhode Island shall bepresumed to be Internet Traffic and shall be subject to bill andkeep.
	1.2.2 Local Traffic. All combined Local Trafficand Internet Trafficup toa 3:1 ratio of terminating to originating traffic receivedby either party from the other in Rhode Island shall bepresumed to be Local Traffic and shall be compensated atthe state approved reciprocal compensation rates set forth inthe Interconnection Agreement.
	1.2.3 Rebuttal of 3:1 Presumption. The Parties agree further thateither Party may rebut the 3:1 presumption by demonstrating to theRhode Island Public Utilities Commission (the “Commission”),subject to the Commission’s rules, procedures, and/or decisionsapplicable to such rebuttal proceeding, either that traffic above the3:1 ratio is in fact Local Traffic or that traffic up to the 3:1 ratio is infact Internet Traffic. During the pendency of any such rebuttalproceeding, the Parties shall remain obligated to pay the stateapproved reciprocal compensation rates set forth in theInterconnection Agreement for traffic up to a 3:1 ratio of terminatingto originating traffic and to apply bill and keep for traffic in excess ofa 3:1 ratio of terminating to originating traffic, subject to true-upupon the conclusion of the rebuttal proceeding before theCommission.
	The Parties may also mutually agree that certain traffic above the3:1 ratio is in fact Local Traffic or that traffic up to the 3:1 ratio is in fact Internet Traffic.

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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 WO( 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 originatedtraffic sent to RNK is V/FX Traffic and shall be treated in accordance withthis Section 1.3. No more than once during any consecutive twelve monthperiod following the Amendment Effective Date, either Party may requestthat the Parties recalculate and reset the foregoing twenty percent (20%)presumption by providing written notice to the other Party, which noticeshall include reasonably detailed information and/or data supporting therequested change. Upon delivery of the written notice provided pursuant to this section, the Parties shall engage in good faith negotiations for aperiod not exceeding thirty (30) days to determine whether or not tochange the twenty percent (20%) (or other reset percentage) presumption.If the Parties agree to change the presumption within such thirty (30) dayperiod, then they shall enter an amendment to the InterconnectionAgreement reflecting the change, which shall apply prospectively from thedelivery date for the notice provided pursuant to this paragraph. If they failto agree within such thirty (30) day period, then either them may invokethe dispute resolution provisions of the Interconnection Agreement.

1.4. Waiver of Rights; Successor Terms. Each Party irrevocablywaives, with respect to the other Party, any and all rights that it may haveor that it may obtain, whether under the Act (including, but not limited to, under Section 252(i) thereof), under any other applicable law, under theInterconnection Agreement, or otherwise (i) to adopt the terms of anyother interconnection agreement, law, regulation, order, arbitration awardor 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.

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2.Scope of Amendment. Except to the extent set forth in Section 1 of thisAmendment, the rates, charges and other provisions of the InterconnectionAgreement shall remain in full force and effect after the Amendment EffectiveDate. Nothing in this Amendment shall be deemed to amend or extend the termof the Interconnection Agreement. This Amendment is not intended to modify theterm 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 otherprovisions of the Interconnection Agreement to the extent necessary to giveeffect to the rates, charges and other provisions of this Amendment. In the eventof a conflict between a rate, charge or other provision of this Amendment and arate, charge or other provision of the Interconnection Agreement, thisAmendment shall govern.

4.Counterparts. This Amendment may be executed in one or morecounterparts, each of which when so executed and delivered shall be an originaland all of which together shall constitute one and the same instrument.

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          IN WITNESS WHEREOF, the Parties hereto have caused thisAmendment to be duly executedand delivered by their dulyauthorizedrepresentatives as of the Amendment Effective Date.

Verizon New England Inc.,	RNK Inc., d/b/a RNK Telecom
d/b/a Verizon Rhode Island,
f/k/a New England Telephone
and Telegraph Company,
d/b/a Bell Atlantic — Rhode Island
By: /s/ Jeffrey A. Masoner	By: /s/ Richard N. Koch
Name: Jeffrey A. Masoner	Name: Richard N. Koch
Title: Vice President Interconnection	Title: President
Policy and Planning

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