AMENDMENT NO. 1 TO THE TRANSITION SERVICES AGREEMENT

Exhibit 2.2

AMENDMENT NO. 1 TO TRANSITION SERVICES AGREEMENT

     This AMENDMENT NO. 1, dated as of March 31, 2008 (this “Amendment”), to the Transition Services Agreement dated as of January 15, 2007 (the “TSA”), by and among VERIZON INFORMATION TECHNOLOGIES LLC., a Delaware limited liability company (“Supplier”), NORTHERN NEW ENGLAND TELEPHONE OPERATIONS LLC, a Delaware limited liability company (as successor to NORTHERN NEW ENGLAND TELEPHONE OPERATIONS INC., a Delaware corporation), ENHANCED COMMUNICATIONS OF NORTHERN NEW ENGLAND INC. (collectively “Buyers”), and FAIRPOINT COMMUNICATIONS, INC., a Delaware corporation (“FairPoint” and, after Closing, “Surviving Corporation”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the TSA, and all references to Articles and Sections herein are references to Articles and Sections of the TSA.

     In consideration of the premises and the mutual promises herein made, and in consideration of the agreements herein contained, the parties, intending to be legally bound hereby, agree as follows:

1. Amendment to Schedule A. Schedule A, Section VSO.RM.3 Fraud Prevention and Monitoring shall be amended to read in its entirety as follows:

DESCRIPTION — Fraud Prevention and Monitoring

Supplier will monitor Buyers’ Customers for fraudulent voice calling 24 hours per day — seven days a week (24/7). Supplier will monitor Buyers’ Customers utilizing a variety of methods that are currently used in the business including individual case analysis. Cases are related to individual customers that break thresholds for having a specific number or dollar of calls, or other unique calling pattern, within a designated test time period. When a threshold is broken and the alarm requires analysis:

	a.		Supplier will investigate the service for fraud.
	b.		Supplier will block all toll accesses (collect, bill-to-third, VZLD Calling Card, VZLD personal toll free and direct dial access) if fraud is verified in the reasonable judgment of Supplier.
	c.		Supplier will also disconnect the end user’s local services if the account is found to be the subject of Subscription Fraud or ID Theft.
	d.		The Supplier will attempt to call the customer for verification of calls and will attempt to notify the customer via phone call, letter, or computer- generated message that the customer telephone line has been blocked.

DESCRIPTION — Toll Abuses Monitoring

Supplier will systematically monitor Buyers ‘ Customers’ toll usage utilizing a variety of methods that are currently used in the Business including individual case analysis.

For High Toll alarms, Supplier will provide a daily High Toll alarm report to Buyers. Supplier will not do any monitoring or investigation directly.

	a.		Buyers may investigate toll alarm report and request blocking by written notice to Supplier (or via any mutually agreed upon interface established between the Parties).
	b.		Buyers will handle any customer inquiries related to their request(s) for blocking/unblocking.
	c.		Buyers will notify end user of block via letter (or whatever other or additional method they believe is required) and handle any inquiries related to the end user communication.
	d.		Buyers will handle all customer interactions and/or issuance of fraud credits where they deem appropriate.

REQUIREMENTS

There are no specific service requirements for the Buyers beyond those in the Transition Service Agreement or Schedule A thereto.

2. Amendment to Schedule A . Schedule A, Section CORP TAX 1- Transaction Tax Preparation is hereby amended to read in its entirety as follows:

DESCRIPTION

Supplier will assist NNETO with transaction tax compliance and tax accounting services on behalf of Spinco on a monthly basis.

	a.		Supplier will prepare and file sales/use tax returns, Federal Excise Tax returns, and other transaction tax returns.
	b.		Supplier will request NNETO personnel to process check requests and ACH credits on a timely basis.
	c.		Supplier will review Use Tax reports for reasonableness.
	d.		Supplier will perform transaction tax accounting services such as monthly accrual entries, account reconciliations and accrual analysis as currently performed.

ADDITIONAL REQUIREMENTS

	a.		Supplier shall not be obligated to make any payments on behalf of NNETO.
	b.		NNETO shall forward all tax-related correspondence to the Supplier tax department at One Verizon Way, VC533229, Basking Ridge, NJ, 07920.
	c.		NNETO shall obtain all new exemption certificates from its exempt Customers made out to Spinco.
	d.		NNETO shall provide new tax-exempt certificates to its new vendors.
	e.		NNETO shall provide Supplier with Power of Attorney to sign returns and handle other matters associated with the transaction tax returns.
	f.		NNETO shall provide state sales tax registration information as reasonably requested.
	g.		Supplier will file state sales tax registrations if required by applicable law.

3. Amendment to Schedule A. (a) A new Transition Service is added to Schedule A, Corp. Sec. 1- Security. The description of the service is as follows:

Supplier will perform for the Buyers the services described below. These services are performed by Supplier’s affiliates’ Unlawful Call Center, Legal Compliance Team, the Electronic Surveillance Assistance Team, and the Security Control Center in support of Customers in the States of Maine, Vermont, and New Hampshire.

a.

The Verizon Unlawful Call Center (UCC) handles unlawful and unwanted calls from residence and business landline customers using either Call Trace or Trap services. The results of an Unlawful Call Center

			investigation shall be provided to law enforcement authorities only.
	b.		The Verizon Legal Compliance Team (LC) will be the initial point of contact for processing legal requests, i.e., subpoenas, court orders and search warrants, as authorized by law. The requests processed by Legal Compliance are generally for basic telephone information including subscriber (name and address) and toll records.
	c.		The Verizon Electronic Surveillance Assistance Team (ESAT) will process all court-ordered traps and traces, DNR/Pen Registers, Feature Checks, Caller ID, Title 3 Oral Intercepts, FISA Orders, CALEA Solutions and 48 Hour Emergency Court Orders in accordance with its existing practices as of the Closing Date.
	d.		The Verizon Security Control Center (SCC) is a 24/7, 365-day operation that provides assistance to law enforcement as authorized by law with regard to Emergency/Life Threatening situations.
	e.		Supplier will maintain the current Supplier TIPS 800 number to be used as the TIPS service is used just prior to Closing. Calls regarding the states of Maine, New Hampshire, and Vermont will be transferred to the Buyers’ new 800 number.
	f.		Supplier will provide open investigation files on or promptly after Closing.

ADDITIONAL REQUIREMENTS

	a.		Buyers shall be responsible for all Physical Security including but not limited to guard services, electronic card access, issuance of employee identification cards and all other physical security in the states of NH, ME, & VT.
	b.		Buyers shall be responsible to provide instructions to Supplier as to handling of any requests other than initial requests and to monitor general compliance by Supplier with legal requests, i.e., subpoenas, court orders and search warrants. Buyers shall be responsible for all investigative services beginning at the Closing in the states of New Hampshire, Maine, and Vermont. Buyers shall be responsible to complete any outstanding investigations.
	c.		Buyers shall be responsible to provide the Buyers’ own 800 number for employee and customer security referrals made through the Supplier’s TIPS line.
	d.		Buyers shall be responsible for all telecommunication fraud investigations beginning at the Closing in the states of New Hampshire, Maine and Vermont. Buyers shall be responsible to complete all investigations outstanding at the Closing.

(b) A new Transition Service is added to Schedule A, ESG.SYS.1 Enterprise Solutions Group (ESG) Support. The description of the service is as follows:

DESCRIPTION

Supplier will provide Buyers with the systems’ access and administrative support for customer support functions for Buyers’ enterprise Customers. This service shall be provided for the existing enterprise contracts and services as well as the sale of new tariff services. New Individual Case Basis (ICB) contracts or custom sales will not be supported by Supplier . The service shall consist primarily of:

1.		Implementation management, consisting of the project management of activities related to the installation of ordered services.
2.		Technical service management, consisting of standard and custom reporting, SLA tracking and reporting, record keeping of network diagrams and designs. Supplier shall serve as an escalation point for trouble tickets when the standard process is not meeting Customer needs.
3.		Service management, consisting of Customer support for bill inquiries, account inquiries, claims and adjustment management and MAC (Move, Add and Change) orders. Supplier shall process these requests in its proprietary Portal and route them to Supplier’s wholesale support centers.
4.		Dedicated and internet order process. Supplier shall process dedicated and Internet orders to provision legacy Customers on the VSSI (Verizon Select Services Incorporated) platform.
5.		Post service sales bureau. Supplier shall process switched orders to provision Customers on the VSSI platform. Supplier will receive and process switched orders for ANI, Calling Card, Toll Free, Verified/Unverified Account Codes (VAC/UVAC), and Billing Group Numbers (BGN).
6.		VSSI billing Inquiry. Supplier shall take VSSI Customer calls and handle billing inquiries for both Bobco and NBBE billing platform.
7.		Project management services will be provided on complex and custom implementations. Custom/ICB projects that were started prior to commencement of transition period will be continued during transition and will be billed at the hourly rate of $100 per project manager hour. No new ICB projects will be supported during the transition. Only projects including tariffed services will be supported during the Transition Period.
8.		After Close, and subject to branding terms below and Additional Requirements 7-9 below, Supplier will permit former Verizon ILEC and former VSSI customers whose service agreements were assigned to Buyer at Close (“Buyer Customers”) to access the Verizon Business Customer Center Web-based electronic portal (“VBCC”) to

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